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<SEC-DOCUMENT>0000950131-00-002172.txt : 20000331
<SEC-HEADER>0000950131-00-002172.hdr.sgml : 20000331
ACCESSION NUMBER: 0000950131-00-002172
CONFORMED SUBMISSION TYPE: 10-K405
PUBLIC DOCUMENT COUNT: 15
CONFORMED PERIOD OF REPORT: 19991231
FILED AS OF DATE: 20000330
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: FMC CORP
CENTRAL INDEX KEY: 0000037785
STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800]
IRS NUMBER: 940479804
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K405
SEC ACT:
SEC FILE NUMBER: 001-02376
FILM NUMBER: 583971
BUSINESS ADDRESS:
STREET 1: 200 E RANDOLPH DR
CITY: CHICAGO
STATE: IL
ZIP: 60601
BUSINESS PHONE: 3128616000
FORMER COMPANY:
FORMER CONFORMED NAME: BEAN SPRAY PUMP CO
DATE OF NAME CHANGE: 19670706
FORMER COMPANY:
FORMER CONFORMED NAME: FOOD MACHINERY & CHEMICAL CORP
DATE OF NAME CHANGE: 19670706
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<DESCRIPTION>FORM 10-K405
<TEXT>
<PAGE>
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission file number 1-2376
FMC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0479804
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 East Randolph Drive,
Chicago, Illinois 60601
- ------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 312/861-6000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
- ------------------- -------------------
Common Stock, $0.10 par value New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
<PAGE>
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.
YES [X] NO [ ]
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]
THE AGGREGATE MARKET VALUE OF VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 8, 2000, WAS $1,503,160,875, THE NUMBER OF SHARES OF THE
REGISTRANT'S COMMON STOCK, $0.10 PAR VALUE, OUTSTANDING AS OF THAT DATE WAS
31,194,000.
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
DOCUMENT FORM 10-K REFERENCE
- -------- -------------------
Portions of 1999 Annual Report Part I, Item 1; Part
to Stockholders II; and Part IV, Items
14(a)(1) and (2)
Portions of Proxy Statement for Part III
2000 Annual Meeting of Stockholders
================================================================================
Page 2
<PAGE>
PART I
FMC Corporation was incorporated in 1928 under Delaware law and has its
principal executive offices at 200 East Randolph Drive, Chicago, Illinois 60601.
As used in this report, except where otherwise stated or indicated by the
context, "FMC", "the company" or "the Registrant" means FMC Corporation and its
consolidated subsidiaries and their predecessors.
The company is one of the world's leading producers of machinery and chemicals
for industry and agriculture. The company employs 15,609 people at 97
manufacturing facilities and mines in 26 countries.
The company operates in five principal industry segments: Energy Systems; Food
and Transportation Systems; Agricultural Products; Specialty Chemicals; and
Industrial Chemicals. The Energy Systems businesses supply drilling,
engineering, metering and subsea products systems and related services to the
oil and gas exploration industry. Food and Transportation Systems businesses
provide automated processing and handling equipment to consumer-based
industries. Agricultural Products produces crop protection and pest control
chemicals for worldwide markets. The Specialty Chemicals businesses develop and
manufacture highly specialized products used in food, pharmaceutical and
personal care products. The Industrial Chemicals businesses provide commodity-
based chemicals produced in large quantities to industrial consumers.
Business and geographic segment data for 1999, 1998 and 1997 are summarized on
pages 16, 17 and 36 of the 1999 Annual Report to Stockholders, which is
incorporated herein by reference.
ITEM 1. BUSINESS
Incorporated by Reference From:
(a) General Development - 1999 Annual Report to
of Business Stockholders, pages 2-4 and
56, Management's Discussion
and Analysis on pages
22-31, and Notes 2, 3 and 4
to the consolidated
financial statements on
pages 40-43
(b) Financial Information - 1999 Annual Report to
About Industry Segments Stockholders, pages 16-17
and page 36
Page 3
<PAGE>
(c) Narrative Description - 1999 Annual Report to
of Business Stockholders, pages 18-21
and 22-31
Source and Availability of Raw Materials
- ----------------------------------------
FMC's raw material requirements vary by business segment and include mineral-
related natural resources, processed chemicals, seaweed, steel, aluminum, steel
castings and forgings and energy sources, such as oil, gas, coal, coke,
hydroelectric power and nuclear power.
Ores used in the Industrial Chemicals manufacturing process, such as trona and
phosphate rock, are produced from mines in the United States on property held by
FMC under long-term leases subject to periodic adjustment of royalty rates. Raw
materials used by Specialty Chemicals include lithium carbonate, which is
obtained from a South American manufacturer under a long-term sourcing
agreement, and alginates and carrageenan, which are derived from various types
of seaweed that are sourced by the company on a global basis. Raw materials used
by Agricultural Products, primarily processed chemicals, are obtained from
worldwide sources. The business segments that are involved in machinery
production, Energy Systems and Food and Transportation Systems, purchase carbon
steel, stainless steel, aluminum and steel castings and forgings both
domestically and internationally.
The company does not use single source suppliers for the majority of its raw
material purchases and believes the available supplies of raw materials are
adequate.
Patents
- -------
FMC owns a number of U.S. and foreign patents, trademarks and licenses that are
cumulatively important to its business. FMC does not believe that the loss of
any one or group of related patents, trademarks or licenses would have a
material adverse effect on the overall business of FMC.
Seasonality
- -----------
FMC's businesses are generally not subject to significant seasonal fluctations,
except for the Agricultural Products segment, which tends toward lower
profitability in the fourth quarter primarily due to seasonality in worldwide
agricultural markets.
Page 4
<PAGE>
Competitive Conditions
- ----------------------
FMC encounters substantial competition in each of its five segments. This
competition is expected to continue in both the United States and markets
outside the United States. FMC markets its products through its own sales
organization and through independent distributors and sales representatives.
Competitive factors impacting sales of the company's products include: price,
service (including the ability to deliver products on an "as needed, where
needed" basis), product quality, warranty, technological innovation and
technical proficiency. The number of the company's principal competitors varies
from segment to segment.
See pages 18 through 21 of the 1999 Annual Report to Stockholders for
information about each segment's principal products.
Research and Development Expense
- --------------------------------
In Millions Year Ended December 31
1999 1998 1997
------ ------ ------
Energy Systems $ 25.7 $ 24.7 $ 20.0
Food and Transportation Systems 26.1 26.0 26.7
Agricultural Products 60.9 60.2 73.9
Specialty Chemicals 21.2 28.0 35.2
Industrial Chemicals 18.5 18.6 18.2
Corporate - 0.2 -
------ ------ ------
Total $152.4 $157.7 $174.0
====== ====== ======
Research and development ("R&D") expense for Specialty Chemicals declined in
1999 and 1998. The 1999 decline was primarily due to the divestiture of
businesses, while the decline in 1998 reflected the segment's reallocation of
certain R&D resources toward customer-focused technical support (which is
included in selling, general and administrative expenses) and R&D workforce
reductions.
Agricultural Products R&D costs declined in 1998 when compared with 1997,
reflecting the completion of product development cycles related to Authority and
Aim herbicides.
Page 5
<PAGE>
Environmental
- -------------
Incorporated by Reference From:
Compliance with Environmental - 1999 Annual Report to
Laws and Regulations Stockholders, Note 14 to
the consolidated financial
statements on pages 50-51
Employees
- ---------
FMC employs 15,609 people in its domestic and foreign operations. Approximately
2,400 such employees are represented by collective bargaining agreements in the
United States. In 2000, 5 of the company's 14 collective bargaining agreements
will expire, covering approximately 1,500 employees. Certain of those contracts
are under negotiation at the present time. FMC maintains good employee
relations and has successfully concluded virtually all of its recent
negotiations without a work stoppage. In those rare instances where a work
stoppage has occurred, there has been no material effect on consolidated sales
and earnings. FMC, however, cannot predict the outcome of future contract
negotiations.
Incorporated by Reference From:
(d) Financial Information - 1999 Annual Report to
About Foreign and Domestic Stockholders, page 36
Operations and
Export Sales
Forward Looking Statements - Safe Harbor Provisions
- ---------------------------------------------------
Statement under the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995: The company and its representatives may from time to time
make written or oral statements that are "forward-looking" and provide other
than historical information, including statements contained in this Annual
Report on Form 10-K, in the company's other filings with the Securities and
Exchange Commission or in reports to its stockholders.
Whenever possible, FMC has identified these forward-looking statements by such
words or phrases as "will likely result", "is confident that", "expected",
"should", "could", "will continue to", "believes", "anticipates", "predicts",
"forecasts", "estimates", "projects" or similar expressions identifying
"forward-looking statements" within the meaning of the Private Securities
Litigation
Page 6
<PAGE>
Reform Act of 1995. Such forward-looking statements are based on management's
current views and assumptions regarding future events, future business
conditions and the outlook for the company based on currently available
information. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
expressed in, or implied by, these statements. The company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made.
In connection with the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995, the company is hereby identifying important
factors that could affect the company's financial performance and could cause
the company's actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.
Among the factors that could have an impact on the company's ability to achieve
its operating results and growth plan goals are:
. Significant price competition, particularly among competitors in the
company's chemical businesses;
. The impact of unforeseen economic and political changes in the
international markets where the company competes, including currency
exchange rates, war, civil unrest, inflation rates, recessions, trade
restrictions, foreign ownership restrictions and economic embargoes
imposed by the United States or any of the foreign countries in which
FMC does business, and other external factors over which the company
has no control;
. The impact of significant changes in interest rates or taxation rates;
. Increases in ingredient or raw material prices compared with
historical levels, or shortages of ingredients or raw materials;
. Inherent risks in the marketplace associated with new product
introductions and technologies, particularly in agricultural and
specialty chemicals;
. Changes in capital spending by customers in the petroleum exploration
and airline industries;
. Risks associated with developing new manufacturing processes,
particularly with respect to complex chemical products;
. The ability of the company to integrate possible future acquisitions
or joint ventures into its existing operations;
Page 7
<PAGE>
. The impact of freight transportation delays beyond the control of the
company;
. The effect of previously undetected compliance issues related to the
arrival of the year 2000;
. Risks associated with joint venture, partnership or limited endeavors
in which the company may be responsible at least in part for the acts
or omissions of its partners;
. Conditions affecting domestic and international capital markets;
. Risks derived from unforeseen developments in industries served by the
company, such as extreme weather patterns or low insect infestations
in the agricultural sector, political or economic changes in the
energy industries, and other external factors over which the company
has no control;
. Risks associated with litigation, including the possibility that
current reserves and estimated loss contingencies relating to the
company's ongoing litigation may prove inadequate;
. Environmental liabilities that may arise in the future that exceed
current reserves and estimated loss contingencies; and
. Increased competition in the hiring and retention of employees.
The company cautions that the foregoing list of important factors may not be
all-inclusive, and it specifically declines to undertake any obligation to
publicly revise any forward-looking statements that have been made to reflect
events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
With respect to forward-looking statements set forth in the notes to
consolidated financial statements, including those relating to environmental
obligations, contingent liabilities and legal proceedings, as well as this 1999
Annual Report on Form 10-K, some of the factors that could affect the ultimate
disposition of those contingencies are changes in applicable laws, the
development of facts in individual cases, settlement opportunities and the
actions of plaintiffs, judges and juries.
ITEM 2. PROPERTIES
FMC leases executive offices in Chicago and administrative offices in
Philadelphia. The company operates 97 manufacturing facilities and mines in 26
countries. Its major research facility is in
Page 8
<PAGE>
Princeton, NJ. FMC holds mining leases on shale and ore deposits in Idaho to
supply its phosphorus plant in Pocatello, and owns substantial phosphatic ore
deposits in Rich County, Utah. Trona ore, used for soda ash production in Green
River, WY, is mined primarily from property held under long-term leases. FMC
owns the land and mineral rights to the Salar del Hombre Muerto lithium reserves
in Argentina. Many of FMC's chemical plants require the basic raw materials,
which are provided by these FMC-owned or leased mines, without which other
sources would have to be obtained. With regard to FMC's mining properties
operated under long-term leases, no single lease or related group of leases is
material to the businesses or to the company as a whole.
Most of FMC's plant sites are owned, with an immaterial number of them being
leased. FMC believes its properties and facilities meet present requirements
and are in good operating condition and that each of its significant
manufacturing facilities is operating at a level consistent with the industry in
which it operates. The number and location of FMC's production properties for
continuing operations are:
Latin
-----
America
-------
United and Western
------ --- -------
States Canada Europe Other Total
-------- -------- --------- ------- -------
Energy Systems 8 5 5 5 23
Food and Transportation
Systems 10 2 7 1 20
Agricultural Products 6 1 - 3 10
Specialty Chemicals 4 2 7 1 14
Industrial Chemicals 14 2 14 - 30
-- -- -- -- --
Total 42 12 33 10 97
== == == == ==
ITEM 3. LEGAL PROCEEDINGS
Environmental Proceedings
- -------------------------
In June 1999, the Federal District Court in Idaho approved a Consent Decree
signed by the company, the United States Environmental Protection Agency
("EPA")(Region X) and the United States Department of Justice ("DOJ") settling
outstanding alleged violations of the Resource Conservation and Recovery Act
("RCRA") at the company's Phosphorus Chemicals ("PCD") plant in Pocatello,
Idaho. The RCRA Consent Decree provides for injunctive relief covering
remediation expense for closure of existing ponds, estimated at $50 million, and
in excess of $100 million of capital costs for waste treatment and other
compliance projects, including supplemental environmental projects. These
amounts will be expended over approximately four years. As described in Note 4
to the consolidated financial statements, included in the 1999 Annual Report to
Stockholders, an expected increase in capital costs for
Page 9
<PAGE>
environmental compliance contributed to an impairment in the value of PCD's
assets during the fourth quarter of 1997. The company provided for the estimated
expenses related to the Consent Decree in prior periods.
In addition, FMC signed a second Consent Decree with the EPA, which was lodged
in court on July 21, 1999. The Consent Decree relates to a Record of Decision
("ROD") issued by the EPA in 1998 which addresses previously closed ponds on the
FMC portion of the Eastern Michaud Flats Superfund site, including FMC's PCD
Pocatello, Idaho, facility. The remedy the EPA selected in the ROD is a
combination of capping, surface runoff controls and institutional controls for
soils, with a contingency for extraction and recycling for hydraulic control of
groundwater. FMC believes its reserves for environmental costs adequately
provide for the estimated costs of the Superfund remediation plan for the site
and the expenses previously described related to the RCRA Consent Decree.
On October 21, 1999 the Federal District Court for the Western District of
Virginia approved a Consent Decree signed by the company, the EPA (Region III)
and the DOJ regarding past response costs and future clean-up work at the
discontinued fiber manufacturing site in Front Royal, Virginia. As part of a
prior settlement, government agencies are expected to reimburse FMC for
approximately one third of the clean up costs due to the government's role at
the site. FMC's $70 million portion of the settlement was provided for in 1998
and prior years, and no additional charge to earnings was recorded in 1999.
See Note 14 to the consolidated financial statements (pages 50-51 of the 1999
Annual Report to Stockholders) for a discussion of legal proceedings against
other Potentially Responsible Parties and insurers for contribution and/or
coverage with respect to environmental remediation costs.
Other
- -----
On April 14, 1998, a jury returned a verdict against the company in the amount
of $125.0 million in conjunction with a federal False Claims Act action, in
which Mr. Henry Boisvert filed and ultimately took to trial allegations that the
company had filed false claims for payment in connection with its contract to
provide Bradley Fighting Vehicles to the U.S. Army between 1981 and 1996. Under
law, portions of the jury verdict were subject to doubling or trebling. On
December 24, 1998, the U.S. District Court for the Northern District of
California entered judgment for Mr. Boisvert in the amount of approximately $87
million. This was approximately $300 million less than the maximum judgment
possible under the jury verdict. The reduction resulted from several rulings by
the District Court in favor of the company in the post-trial motions. Briefing
on cross-appeals by both parties to the U.S. Court of
Page 10
<PAGE>
Appeals for the Ninth Circuit has been completed, and it is probable that oral
arguments will be heard during 2000. Both sides are asserting arguments on
appeal, and a number of the company's arguments, if successful, would alter or
eliminate the amount of the existing judgment. Any legal proceeding is subject
to inherent uncertainty, and it is not possible to predict how the appellate
court will rule. Therefore, the company's management believes based on a review,
including a review by outside counsel, that it is not possible to estimate the
amount of a probable loss, if any, to the company that might result from some
adverse aspects of the judgment ultimately standing against the company.
Accordingly, no provision for this matter has been made in the company's
consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Executive Officers of the Registrant
- ------------------------------------
The executive officers of FMC Corporation, together with the offices in FMC
Corporation currently held by them, their business experience since January 1,
1995, and their ages as of March 1, 2000, are as follows:
<TABLE>
<CAPTION>
Age Office, year of election and other
Name 3/1/2000 information for past five years
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Robert N. Burt 62 Chairman of the Board and
Chief Executive Officer
(91); President (90-93)
Joseph H. Netherland 53 President (99); Executive Vice President
(98); Vice President (87) and General
Manager-Energy Systems Group (93)
William H. Schumann III 49 Senior Vice President and Chief Financial
Officer (99); Vice President, Corporate
Development (98); Vice President and
General Manager-Agricultural
Products Group (95); Director, North
American Operations, Agricultural
Products Group (93-95); Executive
Director, Corporate Development (91-93)
William J. Kirby 62 Senior Vice President (94); Vice
President-Administration (85)
</TABLE>
Page 11
<PAGE>
<TABLE>
<S> <C> <C>
Thomas P. Hester 62 Senior Vice President, General
Counsel and Corporate Secretary
(00); Partner, Mayer, Brown & Platt (97); Senior
Vice President, General Counsel and Secretary,
Sears, Roebuck and Co. (98-99); Executive
Vice President and General Counsel, Ameritech
Corp. (91-97)
Charles H. Cannon, Jr. 47 Vice President and General Manager-
FMC FoodTech (94) and Transportation Systems Group
(98); Manager, Food Processing Systems Division
(92-94)
W. Kim Foster 51 Vice President and General Manager-
Agricultural Products Group (98);
Director, International, Agricultural Products Group (97-98);
Division Manager, Airport Products and Systems Division (91-97)
Robert I. Harries 56 Vice President (92) and General
Manager-Chemical Products Group (94)
Peter D. Kinnear 52 Vice President (00); General Manager,
Petroleum Equipment and Systems Division
(94); Division Manager, Wellhead Equipment
Division (92); Division Manager, Fluid Control Division (85)
Stephanie K. Kushner 44 Vice President and Treasurer (99);
Director, Financial Planning (97);
Controller, Process Additives Division
(92)
Ronald D. Mambu 50 Vice President and Controller (95);
Director, Financial Planning (94);
Director, Strategic Planning (93);
Director, Financial Control (87)
James A. McClung 62 Vice President-Worldwide Marketing
(91)
William G. Walter 54 Vice President and General Manager-Specialty
Chemicals Group (97); General Manager-Alkali Division (92);
International Managing Director, APG (91); Division
Manager, Defense Systems International (86); Director of
Marketing/Sales-Construction Equipment Group (82)
</TABLE>
Each of the company's executive officers has been employed by the company in a
managerial capacity for the past five (5) years except for Mr. Hester. No
family relationships exist among any of the above-listed officers, and there are
no arrangements or understandings between any of the above-listed officers and
any other person pursuant to which they serve as an officer. All officers are
elected to hold office for one (1) year and until their successors are elected
and qualified.
Page 12
<PAGE>
PART II
Incorporated by Reference From:
ITEM 5. MARKET FOR - 1999 Annual Report to
REGISTRANT'S COMMON Stockholders, pages 30, 37
EQUITY AND RELATED and 56, and Notes 11 and 12
STOCKHOLDER MATTERS to the consolidated
financial statements on
pages 47-48
ITEM 6. SELECTED FINANCIAL - 1999 Annual Report to
DATA Stockholders, pages 54-55
ITEM 7. MANAGEMENT'S - 1999 Annual Report to
DISCUSSION AND ANALYSIS Stockholders, pages 22-31
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
ITEM 7A. QUANTITATIVE AND - 1999 Annual Report to
QUALITATIVE DISCLOSURES Stockholders, page 30
ABOUT MARKET RISK
ITEM 8. FINANCIAL - 1999 Annual Report to
STATEMENTS AND Stockholders, pages 16-17
SUPPLEMENTARY DATA and 32-52
(INCLUDING ALL SCHEDULES
REQUIRED UNDER ITEM 14 OF
PART IV)
ITEM 9. CHANGES IN AND - None
DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL
DISCLOSURE
Page 13
<PAGE>
PART III
Incorporated by Reference From:
ITEM 10. DIRECTORS AND - Part I; Proxy Statement for
EXECUTIVE OFFICERS 2000 Annual Meeting of
OF THE REGISTRANT Stockholders, pages 3-8
ITEM 11. EXECUTIVE - Proxy Statement for 2000
COMPENSATION Annual Meeting of
Stockholders, pages 14-20
ITEM 12. SECURITY OWNERSHIP - Proxy Statement for 2000
OF CERTAIN BENEFICIAL Annual Meeting of
OWNERS AND MANAGEMENT Stockholders, pages 12-13
ITEM 13. CERTAIN RELATION- - Proxy Statement for 2000
SHIPS AND RELATED Annual Meeting of
TRANSACTIONS Stockholders, page 11
Page 14
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed with this Report
1. Consolidated financial statements of FMC Corporation and its
subsidiaries are incorporated under Item 8 of this Form 10-K.
2. All required financial statement schedules are included in the
consolidated financial statements or notes thereto as incorporated
under Item 8 of this Form 10-K.
All other schedules are omitted because of the absence of
conditions under which they are required or because information
called for is shown in the financial statements and notes thereto
in the 1999 Annual Report to Stockholders.
3. Exhibits: See attached Index of Exhibits
(b) Reports on Form 8-K
During the quarter ended December 31, 1999, the Registrant filed
reports on Form 8-K as follows:
Date Subject
---- -------
December 16, 1999 FMC's anticipated growth in fourth quarter
and full year 1999 earnings from continuing
operations.
(c) Exhibits
See Index of Exhibits beginning on page 17 of this document.
Page 15
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
FMC CORPORATION
(Registrant)
By: /s/ William H. Schumann III
---------------------------
William H. Schumann III
Senior Vice President and
Chief Financial Officer
Date: March 29, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
Signature Title
- --------- -----
William H. Schumann III Senior Vice President and /s/ William H. Schumann III
Chief Financial Officer ---------------------------
William H. Schumann III
March 29, 2000
Ronald D. Mambu Vice President, Controller /s/ Ronald D. Mambu
and Principal Accounting -------------------------
Officer Ronald D. Mambu
March 29, 2000
Robert N. Burt Chairman of the Board and /s/ Robert N. Burt
Chief Executive Officer -------------------------
Joseph H. Netherland President /s/ Joseph H. Netherland
-------------------------
B.A. Bridgewater, Jr. Director /s/ B.A. Bridgewater, Jr.
-------------------------
Patricia A. Buffler Director /s/ Patricia A. Buffler
-------------------------
Albert J. Costello Director /s/ Albert J. Costello
-------------------------
Paul L. Davies, Jr. Director /s/ Paul L. Davies, Jr.
-------------------------
Asbjorn Larsen Director /s/ Asbjorn Larsen
-------------------------
Edward J. Mooney Director /s/ Edward J. Mooney
-------------------------
William F. Reilly Director /s/ William F. Reilly
-------------------------
Enrique J. Sosa Director /s/ Enrique J. Sosa
-------------------------
James R. Thompson Director /s/ James R. Thompson
-------------------------
Clayton Yeutter Director /s/ Clayton Yeutter
-------------------------
Page 16
<PAGE>
INDEX OF EXHIBITS FILED WITH OR
INCORPORATED BY REFERENCE INTO
FORM 10-K OF FMC CORPORATION
FOR THE YEAR ENDED DECEMBER 31, 1999
Exhibit
- -------
No. Exhibit Description
- -- -------------------
2.1 Purchase Agreement, dated as of August 25, 1997, by and among FMC
Corporation, Harsco Corporation, Harsco UDLP Corporation and Iron
Horse Acquisition Corp. (incorporated by reference from Exhibit 2.1 to
the Form 8-K/A filed on October 16, 1997)
3.1 Restated Certificate of Incorporation, as filed on June 23, 1998
(incorporated by reference from Exhibit 4.1 to the Form S-3 filed on
July 21, 1998)
3.2 Restated By-Laws of the company, amended as of February 20, 1998
(incorporated by reference from Exhibit 3.3 to the Annual Report on
Form 10-K filed on March 17, 1998)
4.1 Amended and Restated Rights Agreement, dated as of February 19, 1988,
between Registrant and Harris Trust and Savings Bank (incorporated by
reference from Exhibit 4 to the Form SE (File No. 1-02376) filed on
March 25, 1993)
4.2 Amendment to Amended and Restated Rights Agreement, dated February 9,
1996 (incorporated by reference from Exhibit 1 to the Form 8-K filed
on February 9, 1996)
4.3 $450,000,000 Five-Year Credit Agreement, dated as of December 6, 1996,
among FMC Corporation, the Lenders Party thereto and Morgan Guaranty
Trust Company of New York as Agent, J.P. Morgan Securities Inc.,
Arranger (incorporated by reference from Exhibit 4.3 to 1998 Annual
Report on Form 10-K filed on March 25, 1999)
4(iii)(A) Registrant undertakes to furnish to the Commission upon request, a
copy of any instrument defining the rights of holders of long-term
debt of the Registrant and its consolidated subsidiaries and for any
of its unconsolidated subsidiaries for which financial statements are
required to be filed
Page 17
<PAGE>
10.1* FMC 1997 Compensation Plan for Non-Employee Directors, as amended April
18, 1997 (incorporated by reference from Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed May 15, 1997)
10.1.a* Amendment of FMC Corporation 1997 Plan for Non-Employee Directors
10.2* FMC 1981 Incentive Share Plan, as amended, effective May 28, 1986
(incorporated by reference from Exhibit 10.1 to the Form SE (File No.
1-02376) filed on March 25, 1993)
10.3* FMC 1990 Incentive Share Plan (incorporated by reference from Exhibit
10.1 to the Form SE (File No. 1-02376) filed on March 26, 1991)
10.3.a* Amendment dated April 18, 1997 to FMC 1990 Incentive Share Plan
(incorporated by reference from Exhibit 10.3.a to the Quarterly Report
on Form 10-Q filed on May 15, 1997)
10.3.b* Amendment to the FMC 1990 Incentive Share Plan
10.4* FMC Corporation Employees' Retirement Program, as amended and restated
effective January 1, 1999
10.4.a* First Amendment of FMC Corporation Employee's Retirement Program Part I
Salaried and Non-Union Hourly Employees' Plan
10.4.b* First Amendment of FMC Corporation Employees' Retirement Program Part
II Union Employees' Plan (dated September 16, 1999)
10.5* FMC Corporation Savings and Investment Plan, as amended and restated as
of January 1, 1999
10.6* FMC Salaried Employees' Equivalent Retirement Plan (incorporated by
reference from Exhibit 10.4 to the Form SE (File No. 1-02376) filed on
March 27, 1992)
10.7* FMC Corporation Non-Qualified Retirement and Thrift Plan (incorporated
by reference from Exhibit 10.8 to the Annual Report on Form 10-K filed
on March 17, 1998)
10.8* FMC 1995 Management Incentive Plan, as amended as of October 17, 1997
(incorporated by reference from Exhibit 10.9 to the Annual Report on
Form 10-K filed on March 17, 1998)
_______________________
* Indicates a management contract or compensatory plan or arrangement.
Page 18
<PAGE>
10.9* FMC 1995 Stock Option Plan, as amended as of April 18, 1997
(incorporated by reference from Exhibit 10.10 to the Form 10-Q filed on
May 15, 1997)
10.9.a* Amendment to the FMC 1995 Stock Option Plan (As Amended 4/18/97) (Dated
September 16, 1999)
10.10* FMC Corporation Executive Severance Plan, as amended as of April 18,
1997 (incorporated by reference from Exhibit 10.11 to the Annual Report
on Form 10-K filed on March 17, 1998)
10.11* Master Trust Agreement between FMC Corporation and Fidelity Management
Trust Company, dated June 1, 1997 (incorporated by reference from
Exhibit 10.12 to the Annual Report on Form 10-K filed on March 17,
1998)
10.12* FMC Corporation Defined Benefit Retirement Trust, as amended and
restated as of August 31, 1999
10.13 Fiscal Agency Agreement between FMC Corporation and Union Bank of
Switzerland, Fiscal Agent, dated as of January 16, 1990 (incorporated
by reference from Exhibit 10.4 to the Form SE (File No. 1-02376) filed
on March 28, 1990)
10.15 Supplemental Agreement No. 1 to Purchase Agreement, dated as of August
25, 1997, by and among FMC Corporation, Harsco Corporation, Harsco UDLP
Corporation and Iron Horse Acquisition Corp. (incorporated by reference
from Exhibit 16.1 to the Form 8-K/A filed on December 23, 1997)
10.16 Allocation and Contribution Agreement, by and among FMC Corporation,
Harsco Corporation and Harsco UDLP Corporation (incorporated by
reference from Exhibit 10.1 to the Form 8-K/A filed on December 23,
1997)
12 Statement re Computation of Ratios of Earnings to Fixed Charges
13 1999 Annual Report to Stockholders is included as an Exhibit to this
report for the information of the Securities and Exchange Commission
and, except for those portions thereof specifically incorporated by
reference elsewhere herein, such Annual Report should not be deemed
filed as a part of this report.
21 List of Significant Subsidiaries of Registrant
23 Consent of KPMG LLP
24 Powers of Attorney
27 Financial Data Schedule
__________________
* Indicates a management contract or compensatory plan or arrangement.
Page 19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1A
<SEQUENCE>2
<DESCRIPTION>AMENDMENT OF 1997 PLAN FOR NON-EMPLOYEE DIRECTORS
<TEXT>
<PAGE>
Amendment
---------
of
--
FMC Corporation 1997 Compensation Plan for Non-Employee Directors
-----------------------------------------------------------------
WHEREAS, FMC Corporation (the "Company") maintains the FMC Corporation 1997
Compensation Plan for Non-Employee Directors (the "Plan"); and
WHEREAS, the Company previously has amended the Plan and now considers it
desirable to further amend the Plan.
NOW, THEREFORE, in exercise of the authority delegated to the undersigned
officer by Resolution of the Company's Board of Directors and by virtue of the
power reserved to the Company under Section 8 of the Plan, the Plan, as
previously amended, be and is hereby further amended, effective as of October
17, 1997, in the following particulars:
1. By adding the following new sentence to paragraph 2(d) of the Plan:
"Each Option that has not vested under the foregoing provisions of this
paragraph, will vest and become exercisable upon a Change in Control."
2. By substituting the following for paragraph (d) of Annex A to the Plan:
"d. A 'Change in Control' of the Company shall be deemed to have occurred
as of the first day that any one or more of the following condition is
satisfied:
(1) The 'beneficial ownership' (as defined in Rule 13d-3 under
the Exchange Act) of securities representing more than 20 percent (20%) of
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
'Company Voting Securities') is acquired by a `Person' as defined in
Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any
trustee or other fiduciary holding securities under an employee benefit
plan of the Company or an affiliate thereof, any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company); provided,
however that any acquisition from the Company or any acquisition pursuant
to a transaction that complies with clauses (i), (ii) and (iii) of
paragraph (3) of this paragraph d shall not be a Change in Control under
this paragraph (1); or
<PAGE>
(2) Individuals who, as of the date hereof, constitute the Board
of Directors (the `Incumbent Board') cease for any reason to constitute at
least a majority of the Board of Directors; provided, however, that any
individual becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's stockholders, was
approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of proxies
or consents by or on behalf of a Person other than the Board of Directors;
or
(3) Consummation by the Company of a reorganization, merger or
consolidation, or sale or other disposition of all or substantially all of
the assets of the Company or the acquisition of assets or stock of another
entity (a `Business Combination'), in each case, unless immediately
following such Business Combination: (i) more than 60% of the combined
voting power of then outstanding voting securities entitled to vote
generally in the election of directors of (x) the corporation resulting
from such Business Combination (the `Surviving Corporation'), or (y) if
applicable, a corporation which as a result of such transaction owns the
Company or all or substantially all of the Company's assets either directly
or through one or more subsidiaries (the `Parent Corporation'), is
represented, directly or indirectly by Company Voting Securities
outstanding immediately prior to such Business Combination (or, if
applicable, is represented by shares into which such Company Voting
Securities were converted pursuant to such Business Combination), and such
voting power among the holders thereof is in substantially the same
proportions as their ownership, immediately prior to such Business
Combination, of the Company Voting Securities, (ii) no Person (excluding
any employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of the combined voting power of the
then outstanding voting securities eligible to elect directors of the
Parent Corporation (or, if there is no Parent Corporation, the Surviving
Corporation) except to the extent that such ownership of the Company
existed prior to the Business Combination and (iii) at least a majority of
the members of the board of directors of the Parent Corporation (or, if
there is no Parent Corporation, the Surviving Corporation) were members of
the Incumbent Board at the time of the execution of the initial agreement,
or of the action of the Board, providing for such Business Combination; or
(4) Approval by the stockholders of the Company of a complete
liquidation or dissolution of the Company.
However, in no event shall a Change in Control be deemed to have occurred,
with respect to the Participant, if the Participant is part of a purchasing
group which consummates the Change in Control transaction. The Participant
shall be deemed
-2-
<PAGE>
'part of a purchasing group' for purposes of the preceding sentence if the
Participant is an equity participant in the purchasing company or group
(except for: (i) passive ownership of less than three percent (3%) of the
stock of the purchasing company; or (ii) ownership of equity participation
in the purchasing company or group which is otherwise not significant, as
determined prior to the Change in Control by a majority of the nonemployee
continuing Directors)."
IN WITNESS WHEREOF, the Company has caused this Amendment of the Plan to be
executed this 16th day of September , 1999.
FMC Corporation
By: /s/ Michael Murray
----------------------------------------
Its: Vice President, Human Resources
--------------------------------
-3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3B
<SEQUENCE>3
<DESCRIPTION>AMENDMENT TO 1990 INCENTIVE SHARE PLAN
<TEXT>
<PAGE>
Amendment
---------
to the
------
FMC 1990 Incentive Share Plan
-----------------------------
WHEREAS, FMC Corporation (the "Company") maintains the FMC 1990 Incentive
Share Plan (the "Plan"); and
WHEREAS, the Company previously has amended the Plan and the Company now
considers it desirable to further amend the Plan.
NOW, THEREFORE, in exercise of the authority delegated to the undersigned
officer by Resolution of the Company's Board of Directors and by virtue of the
power reserved to the Company under Section 12(a) of the Plan, the Plan, as
previously amended, be and is hereby further amended, by substituting the
following for Section 11(a) of the Plan, effective as of September 1, 1999:
"(a) Assignment and Transfer. Except as provided below, Options
shall not be transferable other than by will or the laws of descent
and distribution, shall not be subject to execution, attachment or
similar process, and may be exercised or otherwise realized, during
the grantee's lifetime, only by the grantee or his or her guardian or
legal representative.
(i) Beginning September 1, 1999, an Option agreement for a
grant of Nonqualified Stock Options, may permit or may be amended
to permit the Participant who received the Option, at any time
prior to the Participant's death, to assign all or any portion of
the Option granted to him or her to: (A) the Participant's spouse
or lineal descendants; (B) the trustee of a trust for the primary
benefit of the Participant, the Participant's spouse or lineal
descendants, or any combination thereof; (C) a partnership of
which the Participant, the Participant's spouse and/or lineal
descendants are the only partners; (D) custodianships under the
Uniform Transfers to Minors Act or any other similar statute; or
(E) upon the termination of a trust by the custodian or trustee
thereof, or the dissolution or other termination of the family
partnership or the termination of a custodianship under the
Uniform Transfers to Minors Act or other similar statute, to the
person or persons who, in accordance with the terms of such
trust, partnership or custodianship are entitled to receive
Options held in trust, partnership or custody. In such event, the
spouse, lineal descendant, trustee, partnership or custodianship
will be entitled to all of the
<PAGE>
Participant's rights with respect to the assigned portion of such
Option, and such portion of the Option will continue to be
subject to all of the terms, conditions and restrictions
applicable to the Option, as set forth herein and in the related
option agreement. Any such assignment will be permitted only if:
(x) the Participant does not receive any consideration therefor;
and (y) the assignment is expressly permitted by the applicable
Option agreement and any amendment thereto as approved by the
Committee. The Committee's approval of an Option agreement with
assignment rights or amendment of an Option agreement to allow
for assignment rights for any one Participant shall not require
the Committee to include such assignment rights in an Option
agreement or any amendment thereto with any other Participant.
Any such assignment shall be evidenced by an appropriate written
document executed by the Participant, and the Participant shall
deliver a copy thereof to the Committee on or prior to the
effective date of the assignment.
(iii) An assignee or transferee of an Option must sign an
agreement with FMC to be bound by the terms of the applicable
Option agreement."
IN WITNESS WHEREOF, the Company has caused this Amendment of the Plan
to be executed this 16th day of September, 1999.
FMC Corporation
By: /s/ Michael Murray
------------------------------------
Its: Vice President, Human Resources
---------------------------------
-2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>4
<DESCRIPTION>EMPLOYEES' RETIREMENT PROGRAM
<TEXT>
<PAGE>
FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART I
SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
INTRODUCTION................................................................ 1
ARTICLE I................................................................... 2
Definitions................................................................. 2
Actuarial Equivalent........................................................ 2
Administrator............................................................... 2
Affiliate................................................................... 2
Annuity Starting Date....................................................... 3
Beneficiary................................................................. 3
Board....................................................................... 3
Code........................................................................ 3
Committee................................................................... 3
Company..................................................................... 3
Early Retirement Benefit.................................................... 3
Early Retirement Date....................................................... 4
Earnings.................................................................... 4
Effective Date.............................................................. 4
Eligible Employee........................................................... 4
Employee.................................................................... 5
Employee Contributions...................................................... 5
Employment Commencement Date................................................ 5
ERISA....................................................................... 5
50% Joint and Survivor's Annuity............................................ 5
Final Average Yearly Earnings............................................... 5
Foreign Subsidiary.......................................................... 6
Hour of Service............................................................. 6
Individual Life Annuity..................................................... 6
Interest.................................................................... 6
Investment Manager.......................................................... 6
Joint Annuitant............................................................. 6
Leased Employee............................................................. 6
Level Income Option......................................................... 6
Normal Retirement Date...................................................... 6
100% Joint and Survivor's Annuity........................................... 6
One-year Period of Severance................................................ 6
Participant................................................................. 7
Participating Employer...................................................... 7
Period of Service........................................................... 7
Period of Severance......................................................... 7
Plan........................................................................ 7
Plan Year................................................................... 7
i
<PAGE>
Primary Social Security Benefit............................................. 7
Reemployment Commencement Date.............................................. 7
Severance From Service Date................................................. 7
Social Security Covered Compensation Base................................... 8
Supplement.................................................................. 8
Thrift Plan................................................................. 8
Trust....................................................................... 8
Trust Fund.................................................................. 9
Year of Credited Service.................................................... 9
Year of Vesting Service..................................................... 9
ARTICLE II.................................................................. 11
Participation............................................................... 11
2.1 Eligibility and Commencement of Participation.......................... 11
2.2 Provision of Information............................................... 11
2.3 Termination of Participation........................................... 11
2.4 Special Rules Relating to Veterans' Reemployment Rights. .............. 11
ARTICLE III................................................................. 12
Normal, Early and Deferred Retirement Benefits.............................. 12
3.1 Normal Retirement Benefits............................................. 12
3.2 Early Retirement Benefits.............................................. 13
3.3 Deferred Retirement Benefits........................................... 13
3.4 Suspension of Benefits................................................. 14
3.5 Benefit Limitations.................................................... 17
ARTICLE IV.................................................................. 20
Termination Benefits........................................................ 20
4.1 Termination of Service................................................. 20
4.2 Amount of Termination Benefit.......................................... 20
ARTICLE V................................................................... 22
Refund of Employee Contributions............................................ 22
5.1 Employee Contributions................................................. 22
5.2 Withdrawal of Employee Contributions................................... 22
5.3 Refund Upon Death Before Annuity Starting Date......................... 22
5.4 Refund After Annuity Starting Date..................................... 22
ARTICLE VI.................................................................. 24
Payment of Retirement Benefits.............................................. 24
6.1 Normal Form of Benefit................................................. 24
6.2 Available Forms of Benefits............................................ 24
6.3 Five Year Certain Benefit.............................................. 25
6.4 Election of Benefits................................................... 25
6.5 Joint Annuitants....................................................... 27
ARTICLE VII................................................................. 28
ii
<PAGE>
Survivor's Benefits......................................................... 28
7.1 Preretirement Survivor's Benefit....................................... 28
7.2 Surviving Spouse's Benefit............................................. 29
7.3 Certain Former Employees............................................... 29
ARTICLE VIII................................................................ 31
Fiduciaries................................................................. 31
8.1 Named Fiduciaries...................................................... 31
8.2 Employment of Advisers................................................. 31
8.3 Multiple Fiduciary Capacities.......................................... 31
8.4 Payment of Expenses.................................................... 31
8.5 Indemnification........................................................ 32
ARTICLE IX.................................................................. 33
Plan Administration......................................................... 33
9.1 Powers, Duties and Responsibilities of the Administrator............... 33
9.2 Delegation of Administration Responsibilities.......................... 33
9.3 Committee Members...................................................... 34
ARTICLE X................................................................... 35
Funding of the Plan......................................................... 35
10.1 Appointment of Trustee................................................. 35
10.2 Actuarial Cost Method.................................................. 35
10.3 Cost of the Plan....................................................... 35
10.4 Funding Policy......................................................... 35
10.5 Cash Needs of the Plan................................................. 36
10.6 Public Accountant...................................................... 36
10.7 Enrolled Actuary....................................................... 36
10.8 Basis of Payments to the Plan.......................................... 36
10.9 Basis of Payments from the Plan........................................ 36
ARTICLE XI.................................................................. 37
Plan Amendment or Termination............................................... 37
11.1 Plan Amendment or Termination.......................................... 37
11.2 Limitations on Plan Amendment.......................................... 37
11.3 Effect of Plan Termination............................................. 37
11.4 Allocation of Trust Fund on Termination................................ 37
ARTICLE XII................................................................. 39
Miscellaneous Provisions.................................................... 39
12.1 Subsequent Changes..................................................... 39
12.2 Plan Mergers........................................................... 39
12.3 No Assignment of Property Rights....................................... 39
12.4 Beneficiary............................................................ 40
12.5 Benefits Payable to Minors, Incompetents and Others.................... 40
12.6 Employment Rights...................................................... 41
12.7 Proof of Age and Marriage.............................................. 41
iii
<PAGE>
12.8 Small Annuities....................................................... 41
12.9 Controlling Law....................................................... 41
12.10 Direct Rollover Option................................................ 41
12.11 Claims Procedure...................................................... 42
12.11 Claims Procedure...................................................... 42
12.12 Participation in the Plan by an Affiliate............................. 44
12.13 Action by Participating Employers..................................... 44
ARTICLE XIII................................................................ 45
Top Heavy Provisions........................................................ 45
13.1 Top Heavy Definitions................................................. 45
13.2 Determination of Top Heavy Status..................................... 48
13.3 Minimum Benefit Requirement for Top Heavy Plan........................ 48
13.4 Vesting Requirement for Top Heavy Plan................................ 49
EXHIBIT A - Credited Service................................................ 51
EXHIBIT B - Inactive Locations.............................................. 52
EXHIBIT C - Merged Plans.................................................... 53
EXHIBIT D - Certain Retired Participants.................................... 54
EXHIBIT E - Actuarial Equivalence Tables.................................... 58
SUPPLEMENT 1 - Specialty Chemicals Division, Livonia, Michigan.............. 59
SUPPLEMENT 2 - Marine Colloids Division..................................... 60
SUPPLEMENT 3 - Jetway Equipment Division.................................... 63
SUPPLEMENT 4 - Stein........................................................ 65
SUPPLEMENT 5 - Moorco International Inc. Retirement Income Plan............ 66
SUPPLEMENT 6 - Smith Meter, Inc. Salaried Retirement Plan.................. 68
iv
<PAGE>
FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART I
SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN
INTRODUCTION
The FMC Corporation Employees' Retirement Program ("Program"), previously
known as the FMC Corporation Salaried Employees' Retirement Plan ("Salaried
Plan") was established, effective September 30, 1941, as the Employees'
Retirement Plan. The Salaried Plan was subsequently amended, certain plans were
subsequently merged into it, including certain frozen and union plans, and the
FMC Corporation Salaried Employees' Retirement Plan was renamed as the Program.
The Program consists of two parts, Part I Salaried and Nonunion Hourly
Employees' Retirement Plan and Part II Union Hourly Employees' Retirement Plan,
which are contained in two separate plan documents. Supplements to Part I and
Part II of the Program contain provisions which apply only to a specific group
of Employees or Participants as specified therein and override any contrary
provision of the Program or either Part I or Part II. This document is Part I
Salaried and Nonunion Hourly Employees' Retirement Plan ("Plan") and covers the
eligible employees as provided in Article II Participation. This document is an
amendment and restatement of the Plan generally effective as of January 1, 1999,
except as and to the extent otherwise provided herein. This document shall not
be construed to affect the making of contributions or alter the right to
participate in the Plan with respect to any Plan Year ending before January 1,
1999, to affect a Participant's accrued benefit for any such prior Plan Year or
to alter in any way the rights of any Participant, Joint Annuitant or
Beneficiary who has retired, died, or with respect to whom there has been a
Severance From Service Date before January 1, 1999.
The Plan is intended to be qualified under Code Section 401(a), and its
associated trust is intended to be tax exempt under Code Section 501(a). The
Plan is intended also to meet the requirements of ERISA and shall be
interpreted, wherever possible, to comply with the terms of the Code and ERISA.
The Plan is intended to provide a regular monthly retirement benefit for
employees who meet the eligibility requirements.
1
<PAGE>
ARTICLE I
Definitions
-----------
For purposes of this Plan and any amendments to it, the following
terms have the meanings ascribed to them below.
Actuarial Equivalent means a benefit determined to be of equal value
to another benefit on the basis of either (a) the actuarial assumptions in
Exhibit E-1, E-2, E-3 or E-4, as applicable, or (b) the mortality table and
interest rate described in the applicable Supplement.
Notwithstanding the foregoing, for purposes of Section 12.8, Actuarial
Equivalent value shall be determined as follows:
(i) for Annuity Starting Dates occurring prior to June 1, 1995, based
on the actuarial assumptions in Exhibit E-4; provided that the
interest rate shall not exceed the rate for immediate annuities
used by the Pension Benefit Guaranty Corporation for plans
terminating on the first day of the Plan Year that contains the
Annuity Starting Date;
(ii) for Annuity Starting Dates occurring on or after June 1, 1995,
with respect to any Participant who had an Hour of Service prior
to August 31, 1999, based on the 1983 Group Annuity Mortality
Table (weighed 50% male and 50% female) (or the applicable
mortality table prescribed under Section 417(e)(3) of the Code)
and the lesser of the interest rate in Exhibit E-4 or the
applicable interest rate prescribed under Section 417(e)(3) of
the Code for the November preceding the Plan Year that contains
the Annuity Starting Date; and
(iii) for Annuity Starting Dates occurring on or after August 31,
1999, with respect to any Participant who did not have an Hour of
Service prior to July 1, 1999, based on the 1983 Group Annuity
Mortality Table (weighted 50% male and 50% female) (or the
applicable mortality table, prescribed under Section 417(e)(3) of
the Code) and the applicable interest rate prescribed under
Section 417(e)(3) of the Code for the November preceding the Plan
Year that contains the Annuity Starting Date.
Administrator means the Company. The Plan is administered by the
Company through the Committee. The Administrator and the Committee have the
responsibilities specified in Article IX.
Affiliate means any corporation, partnership, or other entity that is:
(a) a member of a controlled group of corporations of which the
Company is a member (as described in Code Section 414(b));
2
<PAGE>
(b) a member of any trade or business under common control with the
Company (as described in Code Section 414(c));
(c) a member of an affiliated service group that includes the Company
(as described in Code Section 414(m));
(d) an entity required to be aggregated with the Company pursuant to
regulations promulgated under Code Section 414(o); or
(e) a leasing organization that provides Leased Employees to the
Company or an Affiliate (as determined under paragraphs (a)
through (d) above), unless (i) the Leased Employees constitute
less than 20% of the nonhighly compensated workforce of the
Company and Affiliates (as determined under paragraphs (a)
through (d) above); and (ii) the Leased Employees are covered by
a plan described in Code Section 414(n)(5).
"Leasing organization" has the meaning ascribed to it in the
definition of "Leased Employee" below.
For purposes of Section 3.5, the 80% thresholds of Code Sections
414(b) and (c) are deemed to be "more than 50%," rather than "at least 80%."
Annuity Starting Date means the first day of the first period for
which an amount is paid in an annuity or other form of benefit. In the case of
a lump sum distribution, the Annuity Starting Date is the date payment is
actually made.
Beneficiary means the person or persons determined pursuant to Section
12.4.
Board means the board of directors of the Company.
Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a specific provision of the Code includes that provision,
any successor to it and any valid regulation promulgated under the provision or
successor provision.
Committee means the FMC Employee Welfare Benefits Plan Committee as
described in Section 9.3, its authorized delegatee and any successor to the
Committee.
Company means FMC Corporation, a Delaware corporation, and any
successor to it.
Early Retirement Benefit means the benefits determined pursuant to
Section 3.2.
3
<PAGE>
Early Retirement Date means (a) in the case of an Employee who became
a Participant before January 1, 1984, the Participant's 55th birthday; and (b)
in the case of an Employee who became a Participant after December 31, 1983, the
later of the Participant's 55th birthday and the date the Participant acquires
10 Years of Credited Service.
Earnings means the Participant's total compensation paid as an
Eligible Employee, including overtime, administrative and discretionary bonuses,
the Participant's Employee-elected Company contributions under the Thrift Plan
and amounts contributed to a plan described in Code Section 125 or 132, and
sales bonuses and sales commissions earned and paid within a reasonable period
of time after the end of the Plan Year, and incentive compensation earned
pursuant to an incentive compensation arrangement and paid within a reasonable
period of time after the end of the Plan Year, but excluding hiring bonuses,
stay bonuses, awards, deferred compensation, severance pay, accrued (but not
earned) vacation, other special payments such as reimbursements, relocation or
moving expense allowances, stock options, other stock-based compensation, other
distributions that receive special tax benefits, any amounts paid by a
Participating Employer to cover an Employee's FICA tax obligation as to amounts
deferred or accrued under any nonqualified retirement plan of a Participating
Employer, and any gross-up paid by a Participating Employer or Employee FICA
amounts it pays. Earnings also includes sick pay or sickness benefits, but not
disability benefits from the Long-term Disability Plan for Employees of FMC
Corporation. A Participant's Earnings will be conclusively determined according
to the Company's records.
The annual amount of Earnings taken into account for a Participant
must not exceed $160,000 (as adjusted by the Internal Revenue Service for cost-
of-living increases in accordance with Code Section 401(a)(17)(B)).
Effective Date means January 1, 1999 or, if later, an Employee's
Employment Commencement Date or Reemployment Commencement date, whichever is
applicable.
Eligible Employee means an Employee of a Participating Employer who is
employed on a salaried basis or in such other classifications as the Company may
designate as salaried positions, other than:
(a) a Leased Employee;
(b) a member of a bargaining unit covered by a collective bargaining
agreement that does not specifically provide for participation in
the Plan by members of the bargaining unit; or
(c) any Employee who generally resides outside the United States or
whose principal duties generally are performed outside the United
States as determined by the Company, unless such individual is a
United States citizen or permanent resident alien or the Company
designates such individual as an Eligible Employee.
4
<PAGE>
Any individual who is a United States citizen or permanent resident
alien and who is employed by a Foreign Subsidiary in a position which would make
such individual an Eligible Employee if employed by the Company shall be deemed
to be employed by the Company, provided that no entity other than the Company
makes contributions under any funded plan of deferred compensation (other than
the Thrift Plan or any governmental retirement plan) with respect to the
remuneration such individual receives from such Foreign Subsidiary.
Employee means a common law employee or Leased Employee of the Company
or an Affiliate, subject to the following rules:
(a) a person who is not a Leased Employee and who is engaged as an
independent contractor is not an Employee;
(b) only individuals who are paid as employees from the payroll of
the Company or an Affiliate and treated as employees are
Employees under the Plan; and
(c) any person retroactively found to be a common law employee shall
not be eligible to participate in the Plan for any period he was
not an Employee under the Plan.
Employee Contributions means required contributions made by
Participants to the Plan or prior plans prior to May 1, 1969.
Employment Commencement Date means the date on which the Employee
first performs an Hour of Service.
ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to a specific provision of ERISA includes
the provision, any successor provision and any valid regulation promulgated
under the provision or successor provision.
50% Joint and Survivor's Annuity means the immediate annuity
determined pursuant to Section 6.1.2.
Final Average Yearly Earnings means 1/5th of the sum of the
Participant's Earnings while an Eligible Employee for the 60 consecutive
calendar months (not taking into account months in which the Participant had no
Earnings) out of the past 120 calendar months in which such Earnings were the
highest. If the commencement of a Participant's retirement benefits hereunder
is preceded by a period of long-term disability, the Company may adjust Final
Average Yearly Earnings on a nondiscriminatory basis. With respect to
Participants who accepted offers of employment with Snap-On Incorporated ("Snap-
On") as a result of the Company's sale of assets of its Automotive Service
Equipment Division to Snap-On, the Participants' Earnings shall include eligible
wages with Snap-On and its subsidiaries for purposes of calculating Final
Average Yearly Earnings.
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Foreign Subsidiary means a foreign corporation covered by an agreement
between the Company and the Internal Revenue Service extending Federal Social
Security benefits to such foreign corporation's employees who are United States
citizens, provided that either (a) not less than 20% of the voting stock of such
foreign corporation is owned by the Company or (b) more than 50% of the voting
stock of such foreign corporation is owned by another foreign corporation which
is described in (a) above.
Hour of Service means each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliate for the
performance of duties.
Individual Life Annuity means the annuity determined pursuant to
Section 6.1.1.
Interest means interest compounded annually at the following rates:
(a) for periods prior to January 1, 1976,
(i) if Employee Contributions are withdrawn in a lump sum before
or upon retirement, 3%;
(ii) if Employee Contributions are left in the Plan to provide an
adjustment to the retirement benefit, 5%;
(b) for periods after December 31, 1975, 5%.
Investment Manager means a person who is an "investment manager" as
defined in section 3(38) of ERISA.
Joint Annuitant means the individual determined pursuant to Section
6.5.
Leased Employee means an individual who performs services for the
Company or an Affiliate on a substantially full-time basis for a period of at
least one year, under the primary direction or control of the Company or an
Affiliate, and under an agreement between the Company or Affiliate and a leasing
organization. The leasing organization can be a third party or the Leased
Employee himself.
Level Income Option means the annuity determined pursuant to Section
6.2.4.
Normal Retirement Date means the Participant's 65th birthday.
100% Joint and Survivor's Annuity means the immediate annuity
determined pursuant to Section 6.2.3.
One-Year Period of Severance means a 12-consecutive-month period
commencing on an Employee's Severance From Service Date in which the Employee is
not credited with an Hour of Service.
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Participant means an Eligible Employee who has begun, but not ended,
his or her participation in the Plan pursuant to the provisions of Article II.
Participating Employer means the Company and each other Affiliate that
adopts the Plan with the consent of the Board, as provided in Section 12.12.
Period of Service means the period commencing on the Effective Date
and ending on the Severance From Service Date. All Periods of Service (whether
or not consecutive) shall be aggregated. Notwithstanding the foregoing, if an
Employee incurs a One-Year Period of Severance at a time when he or she has no
vested interest under the Plan and the Employee does not perform an Hour of
Service within 5 years after the beginning of the One-Year Period of Severance,
or fails to complete a Period of Vesting Service of 1 year after he or she
performs an Hour of Service following the One-Year Period of Severance, the
Period of Vesting Service prior to such One-Year Period of Severance shall not
be aggregated.
Period of Severance means the period commencing on the Severance From
Service Date and ending on the date on which the Employee again performs an Hour
of Service.
Plan means Part I FMC Corporation Salaried and Nonunion Hourly
Employees' Retirement Plan of the FMC Employees' Retirement Program.
Plan Year means the 12-month period beginning on January 1 and ending
the next December 31.
Primary Social Security Benefit means the primary benefit which the
Participant is eligible to receive at age 65 under the old age portion of the
Federal Old Age, Survivors' and Disability Insurance Program assuming that after
termination of employment with the Company and Affiliates the Participant has no
further earnings subject to such programs. A Participant's Primary Social
Security Benefit shall be determined by taking his Earnings at the time of his
employment and applying a salary scale, projected backwards, reflecting the
actual change in the average wage from year to year as determined by the Social
Security Administration.
Reemployment Commencement Date means the first date following a Period
of Severance which is not required to be taken into account for purposes of an
Employee's Period of Vesting Service on which the Employee performs an Hour of
Service.
Severance From Service Date means the earliest of:
(a) the date on which an Employee voluntarily terminates, retires, is
discharged or dies;
(b) the first anniversary of the first date of a period in which an
Employee remains absent from service (with or without pay) with
the Company and Affiliates for any reason other than voluntary
termination, retirement, discharge or death; or
7
<PAGE>
(c) the second anniversary of the date an Employee is absent pursuant
to a maternity or paternity leave of absence; provided, however,
that the period between the first and second anniversaries of the
first date of such absence shall be neither a Period of Service
nor a One-Year Period of Severance.
Notwithstanding the foregoing, a Severance From Service Date shall not
be considered to have occurred under the following circumstances:
(i) during a leave of absence, vacation or holiday with pay;
(ii) during a leave of absence without pay granted by reason of
disability or under the Family and Medical Leave Act of 1993;
(iii) during a period of qualified military service, provided the
Employee makes application to return within 90 days after
completion of active service and returns to active employment as
an Employee while reemployment rights are protected by law. If
the Employee does not so return, the Employee shall have a
Severance From Service Date on the first anniversary of the date
of entry into military service.
If the Employee violates the terms of a leave of absence, the Employee
shall be deemed to have voluntarily terminated as of the date of such violation.
In the case of a leave in excess of 12 months, if the Employee fails to return
to active employment immediately after such leave, the Employee shall be deemed
to have voluntarily terminated as of the last day of the 12th month of the
leave.
A "maternity or paternity leave of absence" means an absence from work
by reason of the Employee's pregnancy, birth of the Employee's child, placement
of a child with the Employee in connection with the adoption of such child, or
any absence for the purpose of caring for such child for a period immediately
following such birth or placement.
Social Security Covered Compensation Base means the average of the
compensation and benefit bases in effect under Section 230 of the Social
Security Act for each year in the 35-year period ending with the year in which
the participant attains Social Security retirement age as defined in Section
415(b)(8) of the Code.
Supplement means the provisions of the Plan which apply only to a
specific group of Employees or Participants as detailed in such Supplement and
which override any contrary provision of the Plan.
Thrift Plan means the FMC Corporation Employees' Thrift and Stock
Purchase Plan, as amended from time to time.
Trust means the trust established by the Trust Agreement. "Trust
Agreement" means the trust agreement or agreements, as amended from time to
time, entered into by the
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Company and the Trustee pursuant to Section 8.1. "Trustee" means the trustee or
trustees at any time appointed by the Company pursuant to Section 8.1.
Trust Fund means the trust fund established and maintained by the
Trustee to hold all assets of the Plan pursuant to the Trust Agreement.
Year of Credited Service means (a) the Employee's Years of Credited
Service prior to the Effective Date, and (b) the total number of calendar months
during the Employee's Period of Service while the Employee is an Eligible
Employee and after he has become a Participant divided by 12. A partial month
in such Period of Service counts as a whole month, and fractional Years of
Credited Service shall be taken into account in determining a Participant's
benefits. Year of Credited Service shall also include such other periods as the
Company recognizes as a Year of Credited Service, pursuant to written and
nondiscriminatory rules.
Notwithstanding the foregoing, Credited Service shall not include (i)
any leave of absence without pay unless the Employee returns to active
employment as an Employee immediately after such leave and abides by all the
terms of the leave, (ii) any maternity or paternity leave of absence unless the
Employee returns to active employment as an Employee within 12 months after the
first day of such leave, or (iii) any period of service with respect to which
such Eligible Employee accrues a benefit under any pension, profit sharing or
other retirement plan listed on Exhibit A.
Year of Vesting Service means (a) the Employee's Years of Service
prior to the Effective Date, and (b) the total number of calendar months during
the Employee's Period of Service divided by 12, determined in accordance with
the following rules:
(i) a partial month in the Employee's Period of Service counts as a
whole month;
(ii) if the Employee has a Severance From Service Date by reason of a
voluntary termination, discharge or retirement and the Employee
then performs 1 Hour of Service within 12 months of the Severance
From Service Date, such Period of Severance is included in the
Period of Vesting Service. If the Employee has a Severance From
Service Date by reason of a voluntary termination, discharge or
retirement during an absence from service of 12 months or less
for any reason other than a voluntary termination, discharge or
retirement, and then performs 1 Hour of Service within 12 months
of the date on which the Employee was first absent from service,
such Period of Severance is included in the Period of Vesting
Service;
(iii) period of Vesting Service also includes the following:
(1) a period of employment with an employer substantially all of
the equity interest or assets of which have been acquired by
the Company or an Affiliate, but only to the extent that the
Company
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<PAGE>
expressly recognizes such period as a Period of Vesting
Service pursuant to written and nondiscriminatory rules; and
(2) such other periods as the Company recognizes as a Period of
Vesting Service pursuant to written and nondiscriminatory
rules.
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<PAGE>
ARTICLE II
Participation
-------------
2.1 Eligibility and Commencement of Participation
---------------------------------------------
Except as otherwise provided in the applicable Supplement, each
Employee shall automatically become a Participant in the Plan as of the first
day of the month in which the Participant satisfies all of the following
requirements:
(a) the Employee is an Eligible Employee; and
(b) the Employee either (i) is a permanent, full-time Employee, or
(ii) has completed not less than 1,000 Hours of Service in a 12-
month period beginning on the date his employment commenced or
any anniversary thereof.
2.2 Provision of Information
------------------------
Each Participant must make available to the Administrator any
information it reasonably requests. As a condition of participation in the
Plan, an Employee agrees, on his or her own behalf and on behalf of all persons
who may have or claim any right by reason of the Employee's participation in the
Plan, to be bound by all provisions of the Plan.
2.3 Termination of Participation
----------------------------
A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire vested benefit accrued under the Plan has been
paid to him or her.
2.4 Special Rules Relating to Veterans' Reemployment Rights
-------------------------------------------------------
Notwithstanding any provision of this Plan to the contrary, with
respect to an Eligible Employee or Participant who is reemployed in accordance
with the reemployment provisions of the Uniformed Services Employment and
Reemployment Rights Act following a period of qualifying military service (as
determined under such Act), contributions, benefits and service credit will be
provided in accordance with Section 414(u) of the Code.
11
<PAGE>
ARTICLE III
Normal, Early and Deferred Retirement Benefits
----------------------------------------------
3.1 Normal Retirement Benefits
--------------------------
3.1.1 Normal Retirement: A Participant who retires on the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2. Payment of such benefit shall commence as of the
first day of the month coincident with or next following the Participant's
Normal Retirement Date, unless the Participant elects to defer commencement
subject to Section 3.3.2.
3.1.2 Calculation of Normal Retirement Benefit: Subject to Section
3.1.3, a Participant's monthly Normal Retirement Benefit shall be equal to the
product of (a) multiplied by (b) below:
(a) 1/12th of the sum of (i) and (ii) below:
(i) the sum of (1) 1% of the Participant's Final Average Yearly
Earnings up to the Social Security Covered Compensation Base
and (2) 1-1/2% of the Participant's Final Average Yearly
Earnings in excess of the Social Security Covered
Compensation Base multiplied by the Participant's expected
Years of Credited Service at age 65 up to 35 Years of
Credited Service; and
(ii) 1-1/2% of the Participant's Final Average Yearly Earnings
multiplied by the Participant's expected Years of Credited
Service at age 65 in excess of 35 Years of Credited Service.
(b) the ratio of actual Years of Credited Service to expected Years
of Credited Service at age 65.
In no event, however, shall a Participant's monthly Normal Retirement Benefit be
less than his or her accrued monthly Normal Retirement Benefit under the Plan as
of December 31, 1990.
3.1.3 Increases for Employee Contributions: A Participant's Normal
Retirement Benefit shall be increased $1 for each $120.00 of unwithdrawn
Employee Contributions and Interest credited to the Participant.
3.1.4 Reductions for Certain Benefits: A Participant's Normal
Retirement Benefit shall be reduced by the value of (a) the Participant's vested
benefit accrued under the Plan as of November 30, 1985 (to the extent funded by
an individual Aetna nonparticipating annuity) and (b) any vested benefit payable
to the Participant under any pension, profit sharing or other retirement plan
other than the Thrift Plan (hereinafter called "Duplicate Benefit Plan") which
is attributable to any period which counts as Credited Service under this Plan.
For
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<PAGE>
purposes of determining the amount of the reduction, the vested benefit
under the Duplicate Benefit Plan shall be converted to a form which is identical
to the form of benefit which is to be paid under this Plan. Such conversion
will be made using the actuarial assumptions in effect (as shown on Exhibits E-
1, E-2, E-3, and E-4, as amended from time to time) as of the Annuity Starting
Date. The value of the Participant's vested benefit under the Duplicate Benefit
Plan shall be determined as of the earlier of such date or the date distribution
of such vested benefit was made or commenced.
3.2 Early Retirement Benefits
-------------------------
3.2.1 Early Retirement: A Participant who retires on or after the
Early Retirement Date shall be entitled to receive an Early Retirement Benefit
determined under Section 3.2.2. Payment of such benefit shall commence as of the
first of the month after the Participant retires or, if the Participant elects,
as of the first day of any subsequent month. Any such election of a deferred
commencement date may be revoked at any time prior to such date and a new date
may be elected by giving advance written notice to the Administrator in
accordance with rules prescribed by the Administrator.
3.2.2 Calculation of Early Retirement Benefit: Subject to Sections
3.2.3 and 3.2.4, a Participant's monthly Early Retirement Benefit shall be equal
to the greater of (a) or (b) below:
(a) an amount determined pursuant to Section 3.1.2; and
(b) the Participant's accrued monthly unreduced Early Retirement
Benefit under the Plan as of December 31, 1990.
3.2.3 Early Retirement Reduction Factor: The Participant's Early
Retirement Benefit computed pursuant to Section 3.2.2 shall be reduced by 1/3 of
1% for each month in excess of 36 by which the commencement of the Participant's
Early Retirement Benefit precedes the Participant's 62nd birthday.
3.2.4 Adjustments to Early Retirement Benefit: A Participant's Early
Retirement Benefit shall be increased as provided in Section 3.1.3 except that
the number of dollars of unwithdrawn Employee Contributions and Interest
required to provide $1 of monthly retirement benefits shall be increased by $3
for each full year by which the commencement of the Participant's Early
Retirement Benefit precedes the Participant's Normal Retirement Date.
3.3 Deferred Retirement Benefits
----------------------------
3.3.1 Deferred Retirement: A Participant who retires after the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2 commencing as of the first day of the month
coinciding with or next following the date the Participant actually retires.
Each Participant shall accrue additional benefits hereunder after the
Participant's Normal Retirement Date with respect to the portion of the Normal
Retirement Benefit which is attributable to contributions by the Company, and
the amount of Employee Contributions and Interest required to provide $1 of
monthly retirement benefit under
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<PAGE>
Section 3.1.3 shall be decreased by $3 for each full year by which the
commencement of the Normal Retirement Benefit follows the Normal Retirement
Date.
3.3.2 Distribution Requirements: Except as hereinafter provided,
unless the Participant elects otherwise in accordance with the terms of the
Plan, payment of a Participant's retirement benefits will begin no later than 60
days after the close of the Plan Year in which the latest of the following
events occurs:
(a) the Participant's 65th birthday;
(b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; and
(c) the Participant terminates employment with the Company and all
Affiliates.
If the amount of the payment required to commence on the date
determined under this Section 3.3.2 cannot be ascertained by such date, or if it
is not possible to make such payment on such date because the Administrator
cannot locate the Participant after making reasonable efforts to do so, a
payment retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained under this
Plan or the date the Participant is located.
Notwithstanding any other provision of this Plan:
(i) the accrued benefit of a Participant who attains age 70-1/2 on or
after January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the later of (1)
the calendar year in which the Participant attains age 70-1/2 or
(2) the calendar year in which the Participant retires (unless
the Participant is a 5% owner, as defined in Code Section 416, of
the Company with respect to the Plan Year in which the
Participant attains age 70-1/2, in which case this Subsection (2)
shall not apply); and
(ii) the accrued benefit of a Participant who attains age 70-1/2
prior to January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the calendar year
in which the Participant attains age 70-1/2 unless the
Participant is not a 5% owner (as defined in Subsection (i)) and
elects to defer distribution to the calendar year in which the
Participant retires.
All Plan distributions will comply with Code Section 401(a)(9),
including Department of Treasury Regulation Section 1.401(a)(9)-2.
3.4 Suspension of Benefits
----------------------
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<PAGE>
3.4.1 Prior to Normal Retirement Date: If a Participant receives
retirement benefits under the Plan following a termination of his employment
prior to the Participant's Normal Retirement Date and again becomes an Employee
prior to the Participant's Normal Retirement Date, no retirement benefits shall
be paid during such later period of employment and up to the Participant's
Normal Retirement Date. Any benefits payable under the Plan to or on behalf of
the Participant at the time of the Participant's subsequent termination of
employment shall be reduced by the actuarial equivalent (based on the
assumptions in Exhibit E-4) of any benefits paid to the Participant after the
Participant earlier termination and prior to his Normal Retirement Date.
3.4.2 After Normal Retirement Date: If (a) a Participant whose
employment terminates again becomes an Employee after the Participant's Normal
Retirement Date, or again becomes an Employee prior to the Participant's Normal
Retirement Date and continues in employment beyond the Participant's Normal
Retirement Date, or (b) a Participant continues in employment with the Company
and Affiliates after his Normal Retirement Date without a prior termination, the
following provisions of this Section 3.4.2 shall become applicable to the
Participant as of the Participant's Normal Retirement Date or, if later, the
Participant's date of reemployment.
(i) For purposes of this Section 3.4.2, the following definitions
shall apply:
(1) Postretirement Date Service means each calendar month after a
Participant's Normal Retirement Date and subsequent to the
time that:
(A) payment of retirement benefits commenced to the
Participant if the Participant returned to employment
with the Company and Affiliates, or
(B) payment of retirement benefits would have commenced to
him if the Participant had not remained in employment
with the Company and Affiliates,
if in either case the Participant receives pay from the
Company and Affiliates for any Hours of Service performed on
each of 8 or more days (or separate work shifts) in such
calendar month.
(2) Suspendable Amount means the monthly retirement benefits
otherwise payable in a calendar month in which the
Participant is engaged in Postretirement Date Service.
(ii) Payment shall be permanently withheld of a portion of a
Participant's retirement benefits, not in excess of the
Suspendable Amount, for each calendar month during which the
Participant is employed in Postretirement Date Service.
15
<PAGE>
(iii) If payments have been suspended pursuant to Subsection (ii)
above, such payments shall resume no later than the first day of
the third calendar month after the calendar month in which the
Participant ceases to be employed in Postretirement Date Service;
provided, however, that no payments shall resume until the
Participant has complied with the requirements set forth in
Subsection (vi) below. The initial payment upon resumption shall
include the payment scheduled to occur in the calendar month when
payments resume and any amounts withheld during the period
between the cessation of Postretirement Date Service and the
resumption of payment, less any amounts that are subject to
offset pursuant to Subsection (iv) below.
(iv) Retirement benefits made subsequent to Postretirement Date
Service shall be reduced by (1) the actuarial equivalent (based
on the assumptions in Exhibit E-4) of any benefits paid to the
Participant prior to the time the Participant is reemployed after
the Participant's Normal Retirement Date (such reduction will
occur only if such benefits are not repaid in full to the Trust
within 2 years after his date of reemployment); and (2) the
amount of any payments previously made during those calendar
months in which the Participant was engaged in Postretirement
Date Service; provided, however, that such reduction under
(Subsection (2)) shall not exceed, in any one month, 25% percent
of that month's total retirement benefits (excluding amounts
described in Subsection (ii) above) that would have been due but
for the offset.
(v) Any Participant whose retirement benefits are suspended pursuant
to Subsection (ii) of this Section 3.4.2 shall be notified (by
personal delivery or certified or registered mail) during the
first calendar month in which payments are withheld that the
Participant's retirement benefits are suspended. Such
notification shall include:
(1) a description of the specific reasons for the suspension of
payments;
(2) a general description of the Plan provisions relating to the
suspension;
(3) a copy of the provisions;
(4) a statement to the effect that applicable Department of Labor
Regulations may be found at Section 2530.203-3 of Title 29 of
the Code of Federal Regulations;
(5) the procedure for appealing the suspension, which procedure
shall be governed by Section 12.11; and
16
<PAGE>
(6) the procedure for filing a benefits resumption notification
pursuant to Subsection (vi) below.
If payments subsequent to the suspension are to be reduced by an
offset pursuant to Subsection (iv) above, the notification shall
specifically identify the periods of employment for which the
amounts to be offset were paid, the Suspendable Amounts subject
to offset, and the manner in which the Plan intends to offset
such Suspendable Amounts.
(vi) Payments shall not resume as set forth in Subsection (iii) above
until a Participant performing Postretirement Date Service
notifies the Administrator in writing of the cessation of such
Service and supplies the Administrator with such proof of the
cessation as the Administrator may reasonably require.
(vii) A Participant may request, pursuant to the procedure contained
in Section 12.11, a determination whether specific contemplated
employment will constitute Postretirement Date Service.
3.5 Benefit Limitations
-------------------
3.5.1 Limitation on Accrued Benefit: Notwithstanding any other
provision of the Plan, the annual benefit payable under the Plan to a
Participant, when expressed as a monthly benefit commencing at the Participant's
Social Security Retirement Age (as defined in Code Section 415(b)(8)), shall not
exceed the lesser of (a) $7,500 or (b) the highest average of the Participant's
monthly compensation for 3 consecutive calendar years, subject to the following:
(i) The maximum shall apply to the Individual Life Annuity computed
under Section 3.1, 3.2, 3.3 or Article IV and to that portion of
the 50% Joint and Survivor's Annuity payable to the Participant
during the Participant's lifetime.
(ii) If a Participant has fewer than 10 years of participation in the
Plan, the maximum dollar limitation of Subsection (a) above shall
be multiplied by a fraction of which the numerator is the
Participant's actual years of participation in the Plan (computed
to fractional parts of a year) and the denominator is 10. If a
Participant has fewer than 10 Years of Vesting Service, the
maximum compensation limitation in Subsection (b) above shall be
multiplied by a fraction of which the numerator is the Years of
Vesting Service (computed to fractional parts of a year) and the
denominator is 10. Provided, however, that in no event shall such
dollar or compensation limitation, as applicable, be less than
1/10th of such limitation determined without regard to any
adjustment under this Subsection (ii).
17
<PAGE>
(iii) As of January 1 of each year, 1/12th of the dollar limitation
as determined by the Commissioner of Internal Revenue for that
calendar year to reflect increases in the cost of living shall
become effective as the maximum dollar limitation in Subsection
(a) above for the Plan Year ending within that calendar year for
Participants terminating in or after such Plan Year.
(iv) The dollar limitation under Subsection (a) above shall be
modified as follows to reflect commencement of retirement
benefits on a date other than the Participant's Social Security
Retirement Age:
(1) if the Participant's Social Security Retirement Age is 65,
the dollar limitation for benefits commencing on or after age
62 is determined by reducing the dollar limitation under
Subsection (a) above by 5/9ths of 1% for each month by which
benefits commence before the month in which the Participant
attains age 65;
(2) if the Participant's Social Security Retirement Age is
greater than 65, the dollar limitation for benefits
commencing on or after age 62 is determined by reducing the
dollar limitation under Subsection (a) above by 5/9ths of 1%
for each of the first 36 months and by 5/12ths of 1% for each
of the additional months by which benefits commence before
the month in which the Participant attains the Participant's
Social Security Retirement Age;
(3) if the Participant's benefit commences prior to age 62, the
dollar limitation shall be the actuarial equivalent of
Subsection (a) above, payable at age 62, as determined above,
reduced for each month by which benefits commence before the
month in which the Participant attains age 62. The interest
rate for determining Actuarial Equivalence shall be the
greater of the interest rate assumption under the Plan for
determining early retirement benefits or 5% per year. The
mortality basis for determining Actuarial Equivalence for
terminations on or after January 1, 1985 shall be the 1983
Group Annuity Mortality Table (weighted 50% male and 50%
female);
(4) in the case of a Participant whose retirement benefit
commences after the Participant's Social Security Retirement
Age, the dollar limitation shall be the Actuarial Equivalent
of Subsection (a) above payable at the Participant's Social
Security Retirement Age, using the lesser of the interest
rate assumption under the Plan or 5% per year. The mortality
basis for determining Actuarial Equivalence for terminations
on or after January 1, 1985 shall be the 1983 Group Annuity
Mortality Table (weighted 50% male and 50% female).
(v) Notwithstanding the foregoing, the maximum as applied to any
Employee on April 1, 1987 shall in no event be less than the
Participant's "current
18
<PAGE>
accrued benefit" as of March 31, 1987, as that term is defined in
Section 1106 of the Tax Reform Act of 1986.
(vi) The maximum shall apply to the benefits payable to a Participant
under the Plan and all other tax-qualified defined benefit plans
of the Company and Affiliates (whether or not terminated), and
benefits shall be reduced, if necessary, in the reverse of the
chronological order of participation in such plans.
3.5.2 Multiple Plan Reduction: With respect to a Participant who did
not have 1 Hour of Service after December 31, 1999 and who is (or has been) a
participant in any defined contribution plan (whether or not terminated)
maintained by the Company or an Affiliate, the sum of the Participant's defined
benefit plan fraction (as defined under Code Section 415(e)(2)) and defined
contribution plan fraction (as defined under Code Section 415(e)(3)) shall not
exceed 1. If such sum exceeds 1, the participant's defined benefit plan
fraction shall be reduced until such sum equal 1.
3.5.3 Annual Compensation Limit: The accrued benefit of each "Section
401(a)(17) employee" under this Plan will be the greater of the accrued benefit
determined for the Employee under (a) or (b) below:
(a) the Employee's accrued benefit determined with respect to the
benefit formula applicable for the Plan Year beginning on or
after January 1, 1994, as applied to the Employee's total Years
of Credited Service, or
(b) the sum of:
(i) the Employee's accrued benefit as of the last day of the last
Plan Year beginning before January 1, 1994, frozen in
accordance with section 1.401(a)(4)-13 of the regulations
under the Code, and
(ii) the Employee's accrued benefit determined under the benefit
formula applicable for the Plan Year beginning on or after
January 1, 1994, as applied to the Employee's Years of
Credited Service credited to the Employee for Plan Years
beginning on or after January 1, 1994.
A "Section 401(a)(17) employee" means an Employee whose current
accrued benefit as of a date on or after the first day of the first
Plan Year beginning on or after January 1, 1994, is based on Earnings
for a year beginning prior to January 1, 1994 that exceeded $150,000.
19
<PAGE>
ARTICLE IV
Termination Benefits
--------------------
4.1 Termination of Service
----------------------
Except as otherwise provided in the applicable Supplement, a
Participant who has 5 Years of Vesting Service but who ceases to be an Employee
before the Participant's Early Retirement Date for any reason other than death,
shall be entitled to receive a "Termination Benefit" determined under Section
4.2. Except as otherwise provided in the applicable Supplement, unless the
Participant elects otherwise subject to Section 3.3.2, payment of such benefit
shall commence as of the first day of the month coincident with or next
following the Participant's Normal Retirement Date or, if the Participant
elects, as of the first day of any month before such Normal Retirement Date and
coincident with or following the Participant's 55th birthday. Any such election
of the earlier Annuity Starting Date shall be made by giving advance written
notice to the Administrator in accordance with rules prescribed by the
Administrator. Except as provided in Article V and Article VII, no benefits
shall be payable to any person if the Participant dies prior to the Annuity
Starting Date. A terminated Participant who has no vested interest in the
Participant's accrued benefit shall be deemed to have received a distribution of
the Participant's entire vested benefit.
4.2 Amount of Termination Benefit
-----------------------------
Except as otherwise provided in the applicable Supplement, a
Participant's monthly Termination Benefit shall be determined pursuant to
Sections 3.1.2 and 3.1.3 as in effect on the date the Participant terminates
employment, except that the following adjustments shall be made if payment of
the Participant's Termination Benefit is to commence before the Normal
Retirement Date:
(a) the amount computed pursuant to Section 3.1.2 shall be reduced by
1/2 of 1% for each month between the Annuity Starting Date and
the Normal Retirement Date;
(b) the amount of Employee Contributions and Interest required to
provide $1 of monthly retirement benefit under Section 3.1.3
shall be increased by $3 for each full year by which the Annuity
Starting Date precedes the Normal Retirement Date;
(c) notwithstanding Subsection (a) of this Section 4.2, the amounts
computed pursuant to Section 3.1.2 shall be reduced by 1/3 of 1%
for each month in excess of 36 by which the Annuity Starting Date
precedes the Participant's 62nd birthday if:
(i) the Participant's combined age and Years of Credited Service
equal at least 65, and the Participant ceases to be an
Employee (1) because of the permanent shutdown of a single
site of employment or one or
20
<PAGE>
more facilities or operating units within a single site of
employment or (2) in connection with a permanent reduction
in force; or
(ii) the Participant has Years of Credited Service attributable
to employment before January 1, 1989, has attained age 40,
and permanently ceases to be an Employee because of the
permanent shutdown of a single site of employment, resulting
in the termination of employment of not more than 20
Participants at that employment site.
Notwithstanding any contrary provision of the Plan, for purposes
of determining a Participant's total combined age and Years of
Vesting Service under Section 4.2(c)(i), a partial month of age
or Period of Service shall be counted as a whole month, and
fractional years of age and Years of Vesting Service shall be
taken into account.
(d) Effective January 1, 1995, a Participant covered under Subsection
(c) of this Section 4.2 who has 10 Years of Credited Service
shall have added to his age the period of time during which he is
receiving severance pay from the Company.
21
<PAGE>
ARTICLE V
Refund of Employee Contributions
--------------------------------
5.1 Employee Contributions
----------------------
With respect to various periods prior to May 1, 1969, certain
Participants were required to make Employee Contributions to this Plan or to
certain prior plans. Since April 30, 1969, no Employee Contributions have been
made to any of said plans.
5.2 Withdrawal of Employee Contributions
------------------------------------
A Participant may withdraw all of the Participant's Employee
Contributions, plus Interest thereon to the date of withdrawal, at any time
before payment of a monthly retirement benefit commences by giving advance
written notice to the Administrator in accordance with procedures prescribed by
the Administrator. No partial withdrawal of Employee Contributions and Interest
shall be permitted.
Payment of the Participant's Employee Contributions plus Interest
shall be in the normal form of benefit (50% Joint and Survivor's Annuity for a
married Participant, Individual Life Annuity for an unmarried Participant)
unless the Participant waives such annuity (with the consent of the
Participant's spouse, if the Participant is married, in accordance with Section
6.4) and elects payment in a single sum.
5.3 Refund Upon Death Before Annuity Starting Date
----------------------------------------------
If a Participant dies before the Annuity Starting Date, the
Participant's Beneficiary shall receive in a lump sum a refund of the
Participant's unwithdrawn Employee Contributions and Interest. The refund shall
be made as soon as reasonably practicable after the date of the Participant's
death, and Interest shall be computed to the date when the refund is paid.
5.4 Refund After Annuity Starting Date
----------------------------------
If a Participant dies after the Annuity Starting Date, there shall be
paid to his or her Beneficiary the difference, if any, between such
Participant's Employee Contributions and Interest as of the Annuity Starting
Date and:
(a) if the Participant elected an Individual Life Annuity or a Level
Income Option, the portion of the benefits which the Participant
has received which are attributable to Employee Contributions and
Interest;
(b) if the Participant elected any other form of benefit, the portion
of the benefits received by the Participant and the Participant's
Joint Annuitant which are attributable to Employee Contributions
and Interest.
22
<PAGE>
Any payment pursuant to (a) above shall be made as soon as reasonably
practicable after the Participant's death. Any payment pursuant to (b) above
shall be made as soon as reasonably practicable after all other benefit payments
to the Joint Annuitant have ceased.
23
<PAGE>
ARTICLE VI
Payment of Retirement Benefits
------------------------------
6.1 Normal Form of Benefit
----------------------
Except as otherwise provided in the applicable Supplement, a
Participant's benefit shall be paid in the form of a 50% Joint and Survivor's
Annuity, with the Participant's spouse as Joint Annuitant if the Participant is
married on the Annuity Starting Date, and in the form of an Individual Life
Annuity if the Participant is not married on the Annuity Starting Date, unless
the Participant elects with spousal consent not to receive payments pursuant to
this 6.1 and to receive payments in one of the optional forms permitted under
Section 6.2. An election not to receive the normal form of benefit and to
receive payment in any optional form shall satisfy the applicable requirements
of Section 6.4.
6.2 Available Forms of Benefits
---------------------------
A Participant may elect with spousal consent and in accordance with
Section 6.4, to receive the Participant's benefits in any one of the forms of
benefits described in this Section 6.2.
6.2.1 Individual Life Annuity: An Individual Life Annuity is an
immediate annuity which provides equal monthly payments for the Participant's
life only.
6.2.2 50% Joint and Survivor's Annuity: A 50% Joint and Survivor's
Annuity is an immediate annuity which is the actuarial equivalent of an
Individual Life Annuity (determined in accordance with Exhibit E-1), but which
provides a smaller monthly annuity for the Participant's life than an Individual
Life Annuity. After the Participant's death, 50% of such reduced annuity will,
subject to Section 6.2, be paid to the Participant's surviving Joint Annuitant
for such Joint Annuitant's life.
6.2.3 100% Joint and Survivor's Annuity: A 100% Joint and
Survivor's Annuity is an immediate annuity which is the actuarial equivalent of
an Individual Life Annuity (determined in accordance with Exhibit E-2), but
which provides a smaller monthly annuity for the Participant's life than an
Individual Life Annuity. After the Participant's death, 100% of such reduced
annuity will continue to be paid to the Participant's surviving Joint Annuitant
for such Joint Annuitant's life.
6.2.4 Level Income Option: The Level Income Option provides
greater monthly annuity payments prior to the Participant's 62nd birthday
(determined in accordance with Exhibit E-3) and after such birthday provides
reduced monthly annuity payments in an amount which, when added to the Primary
Social Security Benefits which the Participant could elect to receive,
approximately equals the amount of the monthly annuity paid prior to the
Participant's 62nd birthday. A Participant who is entitled to an Early
Retirement Benefit under
24
<PAGE>
Section 3.2 and who elects to have such benefit commence prior to age 62 may
elect the Level Income Option, unless the Primary Social Security Benefits which
the Participant could elect to receive at age 62 would equal or exceed the
amount of the monthly annuity payments prior to age 62 or unless the Participant
is receiving Social Security disability benefits. Such election shall be subject
to the approval of the Participant's spouse, given in accordance with the
requirements for spousal consent under Section 6.4.
6.3 5 Year Certain Benefit
----------------------
If a Participant who retires prior to January 2, 1984, is receiving
retirement benefits in the form of an Individual Life Annuity or a Joint and
Survivor Annuity pursuant to Sections 3.1, 3.2 or 3.3 (but not a Participant
receiving a Termination Benefit pursuant to Article IV) and dies before the
Participant (or the Participant and the Participant's Joint Annuitant) has
received 60 monthly payments, the Participant's Beneficiary shall receive the
same benefits (other than any benefits attributable to employee contributions)
the Participant was receiving until the number of monthly payments made to the
Participant (or the Participant and the Participant's Joint Annuitant) and the
Beneficiary equals 60. Any Participant who commences participation in this Plan
prior to January 2, 1984 and retires after January 1, 1984, entitled to
retirement benefits under this Plan shall receive benefits without the 5 Year
Certain Benefit described in the preceding sentence in an amount not less than
the actuarial equivalent, calculated in accordance with Exhibit E-5, of the
retirement benefits the Participant had accrued under this plan as of January 1,
1984 (based upon his Final Average Monthly Earnings as of that date), payable
with the 5 Year Certain Benefit.
6.4 Election of Benefits
--------------------
6.4.1 The Administrator shall provide each Participant with a written
notice containing the following information:
(a) a general description of the normal form of benefit payable under
the Plan;
(b) the Participant's right to make and the effect of an election to
waive the normal form of benefit;
(c) the right of the Participant's spouse not to consent to the
Participant's election under Section 6.1;
(d) the right of Participant to revoke such election, and the effect
of such revocation;
(e) the optional forms of benefits available under the Plan; and
(f) the Participant's right to request in writing information on the
particular financial effect of an election by the Participant to
receive an optional form of benefit in lieu of the normal form of
benefit.
25
<PAGE>
6.4.2 The notice under Section 6.4.1 shall be provided to the
Participant at each of the following times as shall be applicable to him:
(a) not more than 90 days and not less than 30 days after a
Participant who is in the employ of the Company or an Affiliate
gives notice of the Participant's intention to terminate
employment and commence receipt of the Participant's retirement
benefits under the Plan; or
(b) not more than 90 days and not less than 30 days prior to the
attainment of age 65 of a Participant (whether or not the
Participant has terminated employment) who has not previously
commenced receiving retirement benefits.
The election period in Section 6.4.3 for a Participant who requests
additional information during the election period will be extended until 90 days
after the additional information is mailed or personally delivered. Any such
request shall be made only within 90 days after the date the information
described in Section 6.4.1 is given to the Participant, and the Administrator
shall not be obligated to comply with more than one such request. Any
information provided pursuant to this Section 6.3.2 will be given to the
Participant within 30 days after the date of the Participant's request and will
be based upon the estimated benefits to which the Participant will be entitled
as of the later of the first day on which such benefits could commence or the
last day of the Plan Year in which the Participant's request is received. If a
Participant files an election (or revokes an election) pursuant to this Section
6.4 less than 60 days prior to the Annuity Starting Date, such Participant's
initial payments may be delayed for administrative reasons. In such event, the
payments shall begin as soon as practicable and shall be made retroactively to
such date.
6.4.3 A Participant may make the election provided in Section 6.3 by
filing the prescribed form with the Administrator at any time during the
election period. The election period shall begin 90 days prior to the
Participant's Annuity Starting Date. Such election shall be subject to the
written consent of the Participant's spouse, acknowledging the effect of the
election and witnessed by a Plan representative or a notary public. Such
spousal consent shall not be required if the Participant establishes to the
satisfaction of the Administrator that the consent of the spouse may not be
obtained because there is no spouse or the spouse cannot be located. A spouse's
consent shall be irrevocable. The election in Section 6.3 may be revoked or
changed at any time during the election period but shall be irrevocable
thereafter.
6.4.4 Notwithstanding Section 6.4.3:
(a) distribution of benefits may commence less than 30 days after the
notice required pursuant to Section 6.4.1 is provided if:
(i) the Participant elects to waive the requirement that notice
be given at least 30 days prior to the Annuity Starting Date;
and
26
<PAGE>
(ii) the distribution commences more than 7 days after such
notice is provided.
(b) The notice described in Section 6.4.1 may be provided after the
Annuity Starting Date, in which case the applicable election
period shall not end before the 30th day after the date on which
such notice is provided, unless the Participant elects to waive
the 30-day notice requirements pursuant to Subsection (a) above.
6.5 Joint Annuitants
----------------
A Participant who elects a joint and survivor's annuity shall
designate a Joint Annuitant when making such an election. A Participant may
designate any individual as the Joint Annuitant; provided, however, that the
Joint Annuitant shall be the Participant's spouse unless the Participant's
spouse consents to the designation of another individual in accordance with the
requirements for spousal consent under Section 6.4.3. A designation of a Joint
Annuitant may be revoked or changed at any time during the applicable election
period described in Section 6.4.3 but shall become irrevocable thereafter. If
the Joint Annuitant dies on or after the Annuity Starting Date the Participant
shall continue to receive the reduced monthly annuity.
27
<PAGE>
ARTICLE VII
Survivor's Benefits
-------------------
7.1 Preretirement Survivor's Benefit
--------------------------------
7.1.1 Eligibility: If a Participant who continues to be employed by
the Company at any time on or after attaining age 55 and 10 Years of Credited
Service dies (whether or not so employed on the date of death) before the
Annuity Starting Date, then such Participant's surviving Joint Annuitant (if
any) shall be entitled to receive a survivor's benefit for life, determined
under Section 7.2. Payment of such benefit shall commence as of the first day
of the month coincident with or next following the date of the Participant's
death.
7.1.2 Amount of Preretirement Survivor's Benefit: The preretirement
survivor's benefit under this Section 7.1 shall be computed as follows:
(a) If the Participant's Period of Service has not terminated before
the Participant's death, the survivor's benefit shall be equal to
the benefit which would have been paid to the Participant's Joint
Annuitant if the Participant's Period of Service had terminated
on the date of death, benefits in the form of a 50% Joint and
Survivor's Annuity commenced as of the first day of the next
following month, and the Participant died on such day.
(b) If the Participant's Period of Service has terminated before the
Participant's death but the Participant has deferred the
commencement of the Early Retirement Benefit, the survivor's
benefit shall be equal to the benefit which the Participant's
Joint Annuitant would have been paid if the Participant had
elected a 50% Joint and Survivor's benefit commencing as of the
first day of the month next following the date of the
Participant's death.
(c) The survivor's benefit payable pursuant to this Section 7.1.2
shall exclude any retirement benefit based upon Employee
Contributions and Interest (which will be refunded upon the
Participant's death, to the extent provided in Article V).
7.1.3 Designation of Joint Annuitant Other Than Spouse: A
participant may elect at any time during the Election Period (as defined in
Section 7.1.5) to waive the Preretirement Survivor Annuity and to revoke any
such election at any time during the Election Period. Any election by a
Participant to waive the Preretirement Survivor Annuity shall not take effect
unless the Participant's spouse consents in writing to such election, such
consent acknowledges the effect of such an election and the consent is witnessed
by a representative of the Plan or a notary public, unless the Participant
establishes to the satisfaction of the Committee
28
<PAGE>
that such consent may not be obtained because there is no spouse, the spouse
cannot be located or because of such other circumstances as the Secretary of the
Treasury may by regulations prescribe. The consent by a spouse shall be
irrevocable and shall be effective only with respect to that spouse.
7.1.4 Explanation of Preretirement Survivor's Benefit: The
Committee shall provide each Participant with a written explanation with respect
to the Preretirement Survivor Annuity as soon as administratively feasible after
the Participant attains age 55. The explanation shall include:
(a) the terms and conditions of the Preretirement Survivor Annuity,
(b) the Participant's right to make, and the effect of, an election
to waive the Preretirement Survivor Annuity,
(c) the rights of the Participant's spouse in connection therewith,
and
(d) the right to make, and the effect of, the revocation of an
election to waive the Preretirement Survivor Annuity.
7.1.5 Election Period: For purposes of this Section 7.1.5, the
term "Election Period" means the period that begins on the Participant's 55th
birthday and ends on the date of the Participant's death.
7.2 Surviving Spouse's Benefit
--------------------------
If a Participant who has 5 or more Years of Vesting Service but does
not meet the requirements for the preretirement survivor's benefit under Section
7.1 dies before the Annuity Starting Date, then such Participant's surviving
spouse (if any) shall be entitled to receive a survivor's benefit for life. The
amount of such survivor's benefit shall be determined pursuant to Section 4.2
based upon the Participant's age and Years of Credited Service on the date of
the Participant's death and paid in the form of a 50% Joint and Survivor's
Annuity as if the Participant had died on the date such benefits commenced. The
survivor's benefit payable pursuant to this Section 7.2 shall exclude any
retirement benefit based upon Employee Contributions and Interest (which will be
refunded upon the Participant's death to the extent provided in Article V).
Payment of the survivor's benefit shall commence on the first day of the month
coincident with or next following the later of the Participant's 55th birthday
or his death, unless the Participant's spouse elects to commence payment of
benefits as of the first day of any subsequent month, but not later than the
Participant's Normal Retirement Date.
7.3 Certain Former Employees
------------------------
Participants who have 10 Years of Vesting Service but who are not
credited with an Hour of Service on or after August 23, 1984 and are not
receiving benefits on that date shall be entitled to elect survivor's benefits
only as follows:
29
<PAGE>
(a) If the Participant is credited with an Hour of Service under this
Plan or a predecessor plan on or after September 2, 1974, but is
not otherwise credited with an Hour of Service in a Plan Year
beginning on or after January 1, 1976, the Participant shall be
afforded an opportunity to elect payment of benefits in the form
of a 50% Joint and Survivor's Annuity.
(b) If the Participant is credited with an Hour of Service under this
Plan or a predecessor plan in a Plan Year beginning after
December 31, 1975, the Participant shall be afforded the
opportunity to elect a Surviving Spouse's Benefit under Section
7.2.
30
<PAGE>
ARTICLE VIII
Fiduciaries
-----------
8.1 Named Fiduciaries
-----------------
8.1.1 The Company is the Plan sponsor and a "named fiduciary"
with respect to control over and management of the Plan's assets only to the
extent that it (a) shall appoint the members of the Committee which administers
the Plan at the Administrator's direction; (b) shall delegate its authorities
and duties as "plan administrator," as defined under ERISA, to the Committee;
and (c) shall continually monitor the performance of the Committee.
8.1.2 The Company, as Administrator, and the Committee, which
administers the Plan at the Administrator's direction, are "named fiduciaries"
of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority
to control and manage the operation and administration of the Plan. The
Administrator is also the "administrator" and "plan administrator" of the Plan,
as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g),
respectively.
8.1.3 The Trustee is a "named fiduciary" of the Plan, as that term is
defined in ERISA Section 402(a)(2), with authority to manage and control all
Trust assets, except to the extent that authority is delegated to an Investment
Manager or to the extent the Administrator or the Committee directs the
allocation of Trust assets among general investment categories.
8.1.4 The Company, the Administrator, and the Trustee are the only
named fiduciaries of the Plan.
8.2 Employment of Advisers
----------------------
A named fiduciary, and any fiduciary appointed by a named fiduciary,
may employ one or more persons to render advice regarding any of the named
fiduciary's or fiduciary's responsibilities under the Plan.
8.3 Multiple Fiduciary Capacities
-----------------------------
Any named fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.
8.4 Payment of Expenses
-------------------
All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any Investment Manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses.
31
<PAGE>
8.5 Indemnification
---------------
To the extent not prohibited by state or federal law, each
Participating Employer agrees to, and will indemnify and save harmless the
Administrator, any past, present, additional or replacement member of the
Committee, and any other employee, officer or director of that Participating
Employer, from all claims for liability, loss, damage (including payment of
expenses to defend against any such claim) fees, fines, taxes, interest,
penalties and expenses which result from any exercise or failure to exercise any
responsibilities with respect to the Plan, other than willful misconduct or
willful failure to act.
32
<PAGE>
ARTICLE IX
Plan Administration
-------------------
9.1 Powers, Duties and Responsibilities of the Administrator and the Committee
--------------------------------------------------------------------------
9.1.1 The Administrator and the Committee have full discretion and
power to construe the Plan and to determine all questions of fact or
interpretation that may arise under it. Interpretation of the Plan or
determination of questions of fact regarding the Plan by the Administrator or
the Committee will be conclusively binding on all persons interested in the
Plan.
9.1.2 The Administrator and the Committee have the power to
promulgate such rules and procedures, to maintain or cause to be maintained such
records, and to issue such forms as they deem necessary or proper to administer
the Plan.
9.1.3 Subject to the terms of the Plan, the Administrator and/or the
Committee will determine the time and manner in which all elections authorized
by the Plan must be made or revoked.
9.1.4 The Administrator and the Committee have all the rights,
powers, duties and obligations granted or imposed upon them elsewhere in the
Plan.
9.1.5 The Administrator and the Committee have the power to do all
other acts in the judgment of the Administrator or Committee necessary or
desirable for the proper and advantageous administration of the Plan.
9.1.6 The Administrator and the Committee will exercise all
responsibilities in a uniform and nondiscriminatory manner.
9.2 Delegation of Administration Responsibilities
---------------------------------------------
The Administrator and the Committee may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, their administrative responsibilities, including
their fiduciary duties. The Committee may from time to time allocate or
delegate to any subcommittee, member of the Committee and others, not
necessarily employees of the Company, any of its duties relative to compliance
with ERISA, administration of the Plan and other related matters, including
those involving the exercise of discretion. The Company's duties and
responsibilities under the Plan shall be carried out by its directors, officers
and employees, acting on behalf of and in the name of the Company in their
capacities as directors, officers and employees, and not as individual
fiduciaries. No director, officer nor employee of the Company shall be a
fiduciary with respect to the Plan unless he or she is specifically so
designated and expressly accepts such designation.
33
<PAGE>
9.3 Committee Members
-----------------
The Committee shall consist of not less than three people, who need
not be directors, and shall be appointed by the Chief Executive Officer of the
Company. Any Committee member may resign and the Chief Executive Officer may
remove any Committee member, with or without cause, at any time. A majority of
the members of the Committee shall constitute a quorum for the transaction of
business and the act of a majority of the Committee members at a meeting at
which a quorum is present shall be the act of the Committee. The Committee can
act by written consent signed by all of its members. Any members of the
Committee who are Employees shall not receive compensation for their services
for the Committee. No Committee member shall be entitled to act on or decide any
matter relating solely to his or her status as a Participant.
34
<PAGE>
ARTICLE X
Funding of the Plan
-------------------
10.1 Appointment of Trustee
----------------------
The Committee or its authorized delegatee will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the
Trust Agreement. A Trustee will be subject to direction by the Committee or its
authorized delegatee or, to the extent specified by the Company, by an
Investment Manager, and will have the degree of discretion to manage and
control Plan assets specified in the Trust Agreement. Neither the Company nor
any other Plan fiduciary will be liable for any act or omission to act of a
Trustee, as to duties delegated to the Trustee.
10.2 Actuarial Cost Method
---------------------
The Committee or its authorized delegatee shall determine the
actuarial cost method to be used in determining costs and liabilities under the
Plan pursuant to Section 301 et seq., of ERISA, and Section 412 of the Code.
The Committee or its authorized delegatee shall review such actuarial cost
method from time to time, and if it determines from review that such method is
no longer appropriate, then it shall petition the Secretary of the Treasury for
approval of a change of actuarial cost method.
10.3 Cost of the Plan
----------------
Annually the Committee or its authorized delegatee shall determine the
normal cost of the Plan for the Plan Year and the amount (if any) of the
unfunded past service cost on the basis of the actuarial cost method established
for the Plan using actuarial assumptions which, in the aggregate, are
reasonable. The Committee or its authorized delegatee shall also determine the
contributions required to be made for each Plan Year by the Participating
Companies in order to satisfy the minimum funding standard (or alternative
minimum funding standard) for such Plan Year determined pursuant to Sections 302
through 305 of ERISA and Section 412 of the Code.
10.4 Funding Policy
--------------
The Participating Companies shall cause contributions to be made to
the Plan for each Plan Year in the amount necessary to satisfy the minimum
funding standard (or alternative minimum funding standard) for such Plan Year;
provided, however, that this obligation shall cease when the Plan is terminated.
In the case of a partial termination of the Plan, this obligation shall cease
with respect to those Participants, Joint Annuitants and Beneficiaries who are
affected by such partial termination. Each contribution is conditioned upon its
deductibility under Section 404 of the Code and shall be returned to the
Participating Companies within one year after the disallowance of the deduction
(to the extent disallowed). Upon the Company's written
35
<PAGE>
request, a contribution that was made by a mistake of fact shall be returned to
the Participating Company within one year after the payment of the contribution.
10.5 Cash Needs of the Plan
----------------------
The Committee or its authorized delegatee from time to time shall
estimate the benefits and administrative expenses to be paid out of the Plan
during the period for which the estimate is made and shall also estimate the
contributions to be made to the Plan during such period by the Participating
Companies. The Committee or its authorized delegatee shall inform the Trustees
of the estimated cash needs of and contributions to the Plan during the period
for which such estimates are made. Such estimates shall be made on an annual,
quarterly, monthly or other basis, as the Committee shall determine.
10.6 Public Accountant
-----------------
The Committee or its authorized delegatee shall engage an independent
qualified public accountant to conduct such examinations and to render such
opinions as may be required by Section 103(a)(3) of ERISA. The Committee or its
authorized delegatee in its discretion may remove and discharge the person so
engaged, but in such case it shall engage a successor independent qualified
public accountant to perform such examinations and to render such opinions.
10.7 Enrolled Actuary
----------------
The Committee or its authorized delegatee shall engage an enrolled
actuary to prepare the actuarial statement described in Section 103(d) of ERISA
and to render the opinion described in Section 103(a)(4) of ERISA. The
Committee or its authorized delegatee in its discretion may remove and discharge
the person so engaged, but in such event it shall engage a successor enrolled
actuary to perform such examination and render such opinion.
10.8 Basis of Payments to the Plan
-----------------------------
All contributions to the Plan shall be made by the Participating
Companies, and no contributions shall be required of or permitted by
Participants. From time to time the Participating Companies shall make such
contributions to the Plan as the Company determines to be necessary or desirable
in order to fund the benefits provided by the Plan, and any expenses thereof
which are paid out of the Trust Fund and in order to carry out the obligations
of the Participating Companies set forth in Section 10.3. All contributions to
the Plan shall be held by the Trustee in accordance with the Trust Agreement.
10.9 Basis of Payments from the Plan
-------------------------------
All benefits payable under the Plan shall be paid by the Trustee out
of the Trust Fund pursuant to the directions of the Administrator or the
Committee and the terms of the Trust Agreement. The Trustee shall pay all
proper expenses of the Plan and the Trust Fund out of the Trust Fund, except to
the extent paid by the Participating Companies.
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ARTICLE XI
Plan Amendment or Termination
-----------------------------
11.1 Plan Amendment or Termination
-----------------------------
The Company may amend, modify or terminate the Plan at any time by
resolution of the Board or by resolution of or other action recorded in the
minutes of the Administrator or the Committee. Execution and delivery by the
Chairman of the Board, the President, any Vice President of the Company or the
Committee of an amendment to the Plan is conclusive evidence of the amendment,
modification or termination.
11.2 Limitations on Plan Amendment
-----------------------------
No Plan amendment can:
(a) authorize any part of the Trust Fund to be used for, or diverted
to, purposes other than the exclusive benefit of Participants or
their Joint Annuitants and Beneficiaries;
(b) decrease the accrued benefits of any Participant or his or her
Joint Annuitant or Beneficiary under the Plan; or
(c) except to the extent permitted by law, eliminate or reduce an
early retirement benefit or retirement-type subsidy (as defined
in Code Section 411) or an optional form of benefit with respect
to service prior to the date the amendment is adopted or
effective, whichever is later.
11.3 Effect of Plan Termination
--------------------------
Upon termination of the Plan, each Participant's rights to benefits
accrued hereunder shall be vested and nonforfeitable, and the Trust shall
continue until the Trust Fund has been distributed as provided in Section 11.4.
Any other provision hereof notwithstanding, the Participating Companies shall
have no obligation to continue making contributions to the Plan after
termination of the Plan. Except as otherwise provided in ERISA, neither the
Participating Companies nor any other person shall have any liability or
obligation to provide benefits hereunder after such termination in excess of the
value of the Trust Fund. Upon such termination, Participants, Joint Annuitants,
and Beneficiaries shall obtain benefits solely from the Trust Fund. Upon
partial termination of the Plan, this Section 11.3 shall apply only with respect
to such Participants, Joint Annuitants and Beneficiaries as are affected by such
partial termination.
11.4 Allocation of Trust Fund on Termination
---------------------------------------
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On termination of the Plan, the Trust Fund shall be allocated by the
Administrator on an actuarial basis among Participants, Joint Annuitants and
Beneficiaries in the manner prescribed by Section 4044 of ERISA. Any residual
assets of the Trust Fund remaining after such allocation shall be distributed to
the Company if (a) all liabilities of the Plan to Participants, Joint Annuitants
and Beneficiaries have been satisfied and (b) such a distribution does not
contravene any provision of law. The foregoing notwithstanding, if any remaining
assets of the Plan are attributable to Employee Contributions, such assets shall
be equitably distributed to the Participants who made such contributions (or to
their Beneficiaries) in accordance with their rate of contribution. Effective
January 1, 1989, the benefit of any highly compensated employee or former
employee (determined in accordance with section 414(g) of the Code and
regulations thereunder) shall be limited to a benefit that is nondiscriminatory
under section 401(a)(4) of the Code. In the event of a partial termination of
the Plan, the Administrator shall arrange for the division of the Trust Fund, on
a nondiscriminatory basis to the extent required by section 401 of the Code,
into the portion attributable to those Participants, Joint Annuitants and
Beneficiaries who are not affected by such partial termination and the portion
attributable to such persons who are so affected. The portion of the Trust Fund
attributable to persons who are so affected shall be allocated in the manner
prescribed by section 4044 of ERISA.
38
<PAGE>
ARTICLE XII
Miscellaneous Provisions
------------------------
12.1 Subsequent Changes
------------------
Except as provided in Exhibit D, all benefits to which any
Participant, Joint Annuitant, or Beneficiary may be entitled hereunder shall be
determined under the Plan in effect when the Participant ceases to be an
Eligible Employee and shall not be affected by any subsequent change in the
provisions of the Plan, unless the Participant again becomes an Eligible
Employee.
12.2 Plan Mergers
------------
The Plan shall not be merged or consolidated with any other plan, and
no assets or liabilities of the Plan shall be transferred to any other plan,
unless each Participant would receive a benefit immediately after such merger,
consolidation or transfer (if the Plan then terminated) which is equal to or
greater than the benefit such Participant would have been entitled to receive
immediately before such merger, consolidation or transfer (if the Plan had then
been terminated). A list of plans which have been merged into the Plan since
January 1, 1979 is attached hereto and made a part hereof as Exhibit C.
12.3 No Assignment of Property Rights
--------------------------------
The interest or property rights of any person in the Plan, in the
Trust Fund or in any payment to be made under the Plan shall not be assignable
nor be subject to alienation or option, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and any act in violation of
this Section 12.3 shall be void. This provision shall not apply to a "qualified
domestic relations order" defined in Code Section 414(p). The Company shall
establish a written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.
In addition, the prohibition of this Section 12.3 will not apply to
any offset of a Participant's benefit under the Plan against an amount the
Participant is ordered or required to pay to the Plan under a judgment, order,
decree or settlement agreement that meets the requirements as set forth in this
Section 12.3. The Participant must be ordered or required to pay the Plan under
a judgment of conviction for a crime involving the Plan, under a civil judgment
(including a consent order or decree) entered by a court in an action brought in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA, or pursuant to a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation)
of that part 4. This judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount that must be paid
to the Plan against the Participant's benefit under the Plan. In addition, if a
Participant is entitled to
39
<PAGE>
receive a 50% Joint and Survivor Annuity under Section 6.1 of the Plan or a
Survivor's Benefit under Article VII of the Plan, and the Participant is married
at the time at which the offset is to be made, the Participant's spouse must
consent to the offset in accordance with the spousal consent requirements of
Section 6.4.3 of the Plan, an election to waive the right of the spouse to the
50% Joint and Survivor Annuity (made in accordance with Section 6.4 of the Plan)
or to the Survivor's Benefit (made in accordance with Article VII of the Plan)
must be in effect, the spouse is ordered or required in the judgment, order,
decree, or settlement to pay an amount to the Plan in connection with a
violation of Part 4 of subtitle B or ERISA Title I, or the spouse retains in the
judgment, order, decree, or settlement the right to receive the survivor annuity
under the 50% Joint and Survivor Annuity or under the Survivor's Benefit,
determined in the following manner: the Participant terminated employment on the
date of the offset, there was no offset, the Plan permitted the commencement of
benefits only on or after Normal Retirement Age, the Plan provided only the
minimum-required qualified joint and survivor annuity, and the amount of the
Survivor's Benefit under the Plan is equal to the amount of the survivor annuity
payable under the minimum-required qualified joint and survivor annuity. For
purposes of this Section 12.3 the term "minimum-required qualified joint and
survivor annuity" means a qualified joint and survivor annuity which is the
actuarial equivalent of the Participant's accrued benefit and under which the
survivor's annuity is 50% of the amount of the annuity which is payable during
the joint lives of the Participant and the Participant's spouse.
12.4 Beneficiary
-----------
The Beneficiary of a Participant shall be the person or persons so
designated by such Participant. If no Beneficiary has been designated or if the
designated Beneficiary is not living when a Plan Benefit is to be distributed,
the Beneficiary shall be such Participant's spouse if then living or, if not,
such Participant's then living children in equal shares or, if there are no
children, such Participant's estate. A Participant may revoke and change a
designation of a Beneficiary at any time. A designation of a Beneficiary, or
any revocation and change thereof, shall be effective only if it is made in
writing in a form acceptable to the Administrator and is received by it prior to
the Participant's death.
12.5 Benefits Payable to Minors, Incompetents and Others
---------------------------------------------------
If any benefit is payable to a minor, an incompetent, or a person
otherwise under a legal disability, or to a person the Administrator reasonably
believes to be physically or mentally incapable of handling and disposing of his
or her property, whether because of his or her advanced age, illness, or other
physical or mental impairment, the Administrator has the power to apply all or
any part of the benefit directly to the care, comfort, maintenance, support,
education, or use of the person, or to pay all or any part of the benefit to the
person's parent, guardian, committee, conservator, or other legal
representative, wherever appointed, to the individual with whom the person is
living or to any other individual or entity having the care and control of the
person. The Plan, the Administrator and any other Plan fiduciary will have
fully discharged all responsibilities to the Participant, Joint Annuitant or
Beneficiary entitled to a payment by making payment under the preceding
sentence.
40
<PAGE>
12.6 Employment Rights
-----------------
Nothing in the Plan shall be deemed to give any person a right to
remain in the employ of the Company and Affiliates or affect any right of the
Company or any Affiliate to terminate a person's employment with or without
cause.
12.7 Proof of Age and Marriage
-------------------------
Participants and Joint Annuitants shall furnish proof of age and
marital status satisfactory to the Administrator at such time or times as it
shall prescribe. The Administrator may delay the disbursement of any benefits
under the Plan until all pertinent information with respect to age or marital
status has been furnished and then make payment retroactively.
12.8 Small Annuities
---------------
If the lump sum Actuarial Equivalent value of (a) a Normal, Early, or
Deferred Retirement Benefit under Article III, Termination Benefit (payable at
the Participant's Normal Retirement Date) under Article IV, or Survivor's
Benefit under Article VII, excluding the individual Aetna nonparticipating
annuity (if any), and (b) the lump sum Actuarial Equivalent value of the
individual Aetna nonparticipating annuity (if any) are both $5,000 or less, such
amounts shall be paid in a lump sum as soon as administratively practicable
following the Participant's retirement, termination of employment, or death.
If a lump sum distribution is so paid and the Participant is
thereafter reemployed by the Company, the Participant shall have the option to
repay to the Plan the amount of such distribution, together with interest at the
rate of 5% per annum (or such other rate as may be prescribed pursuant to
section 411(c)(2)(C)(III) of the Code), compounded annually from the date of the
distribution to the date of repayment. If a reemployed Participant does not
make such repayment, no part of the Period of Service with respect to which the
lump sum distribution was made shall count as Years of Vesting Service or Years
of Credited Service.
12.9 Controlling Law
---------------
The Plan and all rights thereunder shall be interpreted and construed
in accordance with ERISA and, to the extent that state law is not preempted by
ERISA, the law of the State of Illinois.
12.10 Direct Rollover Option
----------------------
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section 12.10, a distributee
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.
41
<PAGE>
(a) As used in this Section 12.10, an "eligible rollover
distribution" means any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated
beneficiary, or for a specified period of 10 years or more; any
distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; the portion of any distribution
that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to
employer securities); and any other distribution(s) that is
reasonably expected to total less than $200 during a year.
(b) As used in this Section 12.10, an "eligible retirement plan"
means an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible
rollover distribution. In the case of an eligible rollover
distribution to the surviving spouse, however, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
(c) As used in this Section 12.10, a "distributee" includes an
Employee or former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to the interest
of the spouse or former spouse.
(d) As used in this Section 12.10, a "direct rollover" is a payment
by the Plan to the eligible retirement plan specified by the
distributee.
12.11 Claims Procedure
----------------
12.11.1 Any application for benefits under the Plan and all
inquiries concerning the Plan shall be submitted to the Company at such address
as may be announced to Participants from time to time. Applications for
benefits shall be in writing on the form prescribed by the Company and shall be
signed by the Participant or, in the case of a benefit payable after the death
of the Participant, by the Participant's surviving spouse, Joint Annuitant or
Beneficiary, as the case may be.
12.11.2 The Company shall give written notice of its decision on any
application to the applicant within 90 days. If special circumstances require a
longer period of time the Company shall so notify the applicant within 90 days,
and give written notice of its decision to
42
<PAGE>
the applicant within 180 days after receiving the application. In the event any
application for benefits is denied in whole or in part, the Company shall notify
the applicant in writing of the right to a review of the denial. Such written
notice shall set forth, in a manner calculated to be understood by the
applicant, specific reasons for the denial, specific references to the Plan
provisions on which the denial is based, a description of any information or
material necessary to perfect the application, an explanation of why such
material is necessary and an explanation of the Plan's review procedure.
12.11.3 The Company shall appoint a "Review Panel," which shall
consist of three or more individuals who may (but need not) be employees of the
Company. The Review Panel shall be the named fiduciary which has the authority
to act with respect to any appeal from a denial of benefits under the Plan.
12.11.4 Any person (or his authorized representative) whose
application for benefits is denied in whole or in part may appeal the denial by
submitting to the Review Panel a request for a review of the application within
60 days after receiving written notice of the denial. The Company shall give
the applicant or such representative an opportunity to review, by written
request, pertinent materials (other than legally privileged documents) in
preparing such request for review. The request for review shall be in writing
and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan
Committee, 200 East Randolph Drive, Chicago, Illinois 60601." The request for
review shall set forth all of the grounds on which it is based, all facts in
support of the request and any other matters which the applicant deems
pertinent. The Review Panel may require the applicant to submit such additional
facts, documents or other material as it may deem necessary or appropriate in
making its review.
12.11.5 The Review Panel shall act upon each request for review
within 60 days after receipt thereof. If special circumstances require a longer
period of time the Review Panel shall so notify the applicant within 60 days,
and give written notice of its decision to the applicant within 120 days after
receiving the request for review. The Review Panel shall give notice of its
decision to the Company and to the applicant in writing. In the event the
Review Panel confirms the denial of the application for benefits in whole or in
part, such notice shall set forth in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
Plan provisions on which the decision is based.
12.11.6 The Review Panel shall establish such rules and procedures,
consistent with ERISA and the Plan, as it may deem necessary or appropriate in
carrying out its responsibilities under this Section 12.11.
12.11.7 No legal or equitable action for benefits under the Plan
shall be brought unless and until the claimant (a) has submitted a written
application for benefits in accordance with Section 12.10.1, (b) has been
notified by the Company that the application is denied, (c) has filed a written
request for a review of the application in accordance with Section 12.10.4 and
(d) has been notified in writing that the Review Panel has affirmed the denial
of the application; provided that legal action may be brought after the Review
Panel has failed to take any action on the claim within the time prescribed in
Section 12.11.5. A claimant may not bring an action for
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<PAGE>
benefits in accordance with this Section 12.11.7 after 90 days after the Review
Panel denies the claimant's application for benefits.
12.12 Participation in the Plan by an Affiliate
-----------------------------------------
12.12.1 With the consent of the Board, any Affiliate, by appropriate
action of its board of directors, a general partner or the sole proprietor, as
the case may be, may adopt the Plan and determine the classes of its Employees
that will be Eligible Employees.
12.12.2 A Participating Employer will have no power with respect to
the Plan except as specifically provided herein.
12.13 Action by Participating Employers
---------------------------------
Any action required to be taken by the Company pursuant to any Plan
provisions will be evidenced in the manner set forth in Section 11.1. Any
action required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors (or an authorized
committee of that board). Participating Employer action may also be evidenced
by a written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
committee of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.
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ARTICLE XIII
Top Heavy Provisions
--------------------
13.1 Top Heavy Definitions
---------------------
For purposes of this Article XIII and any amendments to it, the terms
listed in this Section 13.1 have the meanings ascribed to them below.
Aggregate Account means the value of all accounts maintained on behalf
of a Participant, whether attributable to Company or employee contributions,
determined under applicable provisions of the defined contribution plan used in
determining Top Heavy Plan status.
Aggregation Group means the group of plans in a Mandatory Aggregation
Group, if any, that includes the Plan, unless including additional Related Plans
in the group would prevent the Plan for being a Top Heavy Plan, in which case
Aggregation Group means the group of plans in a Permissive Aggregation Group, if
any, that includes the Plan.
Compensation means compensation as defined in Code Section 415(c)(3)
and Treasury regulations thereunder. For purposes of determining who is a Key
Employee, Compensation will be applied by taking into account amounts paid by
Affiliates who are not Participating Employers, as well as amounts paid by
Participating Employers, and without applying the exclusions for amounts paid by
a Participating Employer to cover an Employee's nonqualified deferred
compensation FICA tax obligations and for gross-up payments on such FICA tax
payments.
Determination Date means, for a Plan Year, the last day of the
preceding Plan Year. If the Plan is part of an Aggregation Group, the
Determination Date for each other plan will be, for any Plan Year, the
Determination Date for that other plan that falls in the same calendar year as
the Determination Date for the Plan.
Key Employee means an employee described in Code Section 416(i)(1) and
the regulations promulgated thereunder. Generally, a Key Employee is an
Employee or former Employee who, at any time during the Plan Year containing the
Determination Date or any of the 4 preceding Plan Years, is:
(a) an officer of the Company or an Affiliate with annual
Compensation greater than 50% of the amount in effect under Code
Section 415(b)(1)(A);
(b) one of the 10 Employees of the Company and all Affiliates owning
(or considered to own within the meaning of Code Section 318) the
largest interests in any of the Company and the Affiliates, but
only if the
45
<PAGE>
Employee has annual Compensation greater than the
limitation in effect under Code Section 415(c)(1)(A);
(c) a 5% owner of the Company or an Affiliate; or
(d) a 1% owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of more than
$150,000.
Mandatory Aggregation Group means each plan (considering the Plan and
Related Plans) that, during the Plan Year that contains the Determination Date
or any of the 4 preceding Plan Years:
(a) had a participant who was a Key Employee; or
(b) was required to be considered with a plan in which a Key Employee
participated in order to enable the plan in which the Key
Employee participated to meet the requirements of Code Section
401(a)(4) or 410(b).
Non-key Employee means an Employee or former Employee who is not a Key
Employee.
Permissive Aggregation Group means the group of plans consisting of
the plans in a Mandatory Aggregation Group with the Plan, plus any other Related
Plan or Plans that, when considered as a part of the Aggregation Group, does not
cause the Aggregation Group to fail to satisfy the requirements of Code Section
401(a)(4) or 410(b).
Present Value of Accrued Benefits means, in the case of a defined
benefit plan, a Participant's present value of accrued benefits determined as
follows:
(a) as of the most recent "Actuarial Valuation Date," which is the
most recent valuation date within a 12-month period ending on the
Determination Date.
(b) as if the Participant terminated service as of the actuarial
valuation date; and
(c) the Actuarial Valuation Date must be the same date used for
computing the defined benefit plan minimum funding costs,
regardless of whether a valuation is performed that Plan Year.
Present Value means, in calculating a Participant's present value of
accrued benefits as of a Determination Date, the sum of:
(a) the present value of accrued benefits using the actuarial
assumptions of Exhibit E-4;
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<PAGE>
(b) any Plan distributions made within the Plan Year that includes
the Determination Date or within the 4 preceding Plan Years.
However, in the case of distributions made after the valuation
date and prior to the Determination Date, such distributions are
not included as distributions for top heavy purposes to the
extent that such distributions are already included in the
Participant's present value of accrued benefits as of the
valuation date. Notwithstanding anything herein to the contrary,
all distributions, including distributions under a terminated
plan which if it had not been terminated would have been required
to be included in an Aggregation Group, will be counted;
(c) any Employee Contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible Qualified
Voluntary Employee Contributions shall not be considered to be a
part of the Participant's present value of accrued benefits;
(d) with respect to unrelated rollovers and plan-to-plan transfers
(ones which are both initiated by the Participant and made from a
plan maintained by one employer to a plan maintained by another
employer), if this Plan provides for rollovers or plan-to-plan
transfers, it shall always consider such rollover or plan-to-plan
transfer as a distribution for the purposes of this Section 13.1.
If this Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or plan-to-plan
transfers, as part of the Participant's present value of accrued
benefits; and
(e) with respect to related rollovers and plan-to-plan transfers
(ones either not initiated by the Participant or made to a plan
maintained by the same employer), if this Plan provides the
rollover or plan-to-plan transfer, it shall not be counted as a
distribution for purposes of this Section. If this Plan is the
plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the
Participant's present value of accrued benefits, irrespective of
the date on which such rollover or plan-to-plan transfer is
accepted.
Related Plan means any other defined contribution plan (a "Related
Defined Contribution Plan") or defined benefit plan (a "Related Defined Benefit
Plan") (both as defined in Code Section 415(k), maintained by the Company or an
Affiliate.
A Super Top Heavy Aggregation Group exists in any Plan Year for which,
as of the Determination Date, the sum of the present value of accrued benefits
and the Aggregate Accounts of Key Employees under all plans in the Aggregation
Group exceeds 90% of the sum of the present value of accrued benefits and the
Aggregate Accounts of all employees under all plans in the Aggregation Group.
In determining the sum of the Present Value of Accrued Benefits and/or Aggregate
Accounts for all employees, the present value of accrued benefits and/or
Aggregate Accounts for any Non-key Employee who was a Key Employee for any Plan
Year preceding the Plan Year that contains the Determination Date will be
excluded.
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<PAGE>
Super Top Heavy Plan means the Plan when it is described in the second
sentence of Section 13.2.
A Top Heavy Aggregation Group exists in any Plan Year for which, as of
the Determination Date, the sum of the Present Value of Accrued Benefits for Key
Employees under all plans in the Aggregation Group exceeds 60% of the sum of the
Present Value of Accrued Benefits for all employees under all plans in the
Aggregation Group. In determining the sum of the Present Value of Accrued
Benefits for all employees, the Present Value of Accrued Benefits for any Non-
key Employee who was a Key Employee for any Plan Year preceding the Plan Year
that contains the Determination Date will be excluded.
Top Heavy Plan means the Plan when it is described in the first
sentence of Section 13.2.
13.2 Determination of Top Heavy Status
---------------------------------
This Plan is a Top Heavy Plan in any Plan Year in which it is a member
of a Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that
includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in
which it is a member of a Super Top Heavy Aggregation Group, including a Super
Top Heavy Aggregation Group that includes only the Plan.
13.3 Minimum Benefit Requirement for Top Heavy Plan
----------------------------------------------
13.3.1 Minimum Accrued Benefit: The minimum accrued benefit
(expressed as an Individual Life Annuity commencing at Normal Retirement Date)
derived from Company contributions to be provided under this Section for each
Non-key Employee who is a Participant for any Plan Year in which this Plan is a
Top Heavy Plan shall equal the product of (a) 1/12th of "416 Compensation"
averaged over 5 the consecutive Plan Years (or actual number of Plan Years if
less) which produce the highest average and (b) the lesser of (i) 2% multiplied
by Years of Vesting Service or (ii) 20%.
13.3.2 For purposes of providing the minimum benefit under Code
Section 416, a Non-key Employee who is not a Participant solely because (a) his
compensation is below a stated amount or (b) he declined to make mandatory
contributions to the Plan will be considered to be a Participant.
13.3.3 For purposes of this Section 13.3, Years of Vesting Service
for any Plan Year ending prior to January 1, 1984, or for any Plan Year during
which the Plan was not a Top Heavy Plan shall be disregarded.
13.3.4 For purposes of this Section 13.3, 416 Compensation for any
Plan Year ending prior to January 1, 1984, or subsequent to the last Plan Year
during which the Plan is a Top Heavy Plan shall be disregarded.
13.3.5 For the purposes of this Section 13.3, "416 Compensation"
shall mean W-2 wages for the calendar year ending with or within the Plan Year,
and shall be limited to
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<PAGE>
$160,000 (as adjusted for cost-of-living in accordance with Section
401(a)(17)(B) of the Code) in Top Heavy Plan Years.
13.3.6 If payment of the minimum accrued benefit commences at a date
other than Normal Retirement Date, or if the form of benefit is other than on
Individual Life Annuity, the minimum accrued benefit shall be the actuarial
equivalent of the minimum accrued benefit expressed as an Individual Life
Annuity commencing at Normal Retirement Date pursuant to Exhibits E-l, E-2, E-3,
and E-4.
13.3.7 For any Plan Year before January 1, 2000, when the Plan is a
Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a
Participant in both this Plan and a defined contribution plan included in a
required Aggregation Group which is top heavy, the extra minimum accrued benefit
shall be provided for each Non-key Employee who is a Participant by 20% in
Section 13.3.1.
13.3.8 In lieu of the benefit in Section 13.3.7, if a Non-key
Employee participates in this Plan and a defined contribution plan included in a
Required Aggregation Group which is top heavy, a minimum allocation of 5% of 416
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan. However, for any Plan Year when the Plan is a Top
Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a Participant in
both this Plan and a defined contribution plan included in a Required
Aggregation Group which is top heavy, 7-1/2% shall be substituted for 5% above.
13.3.9 To the extent required to be nonforfeitable under Section
13.4, the minimum accrued benefit under this Section 13.3 may not be forfeited
under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).
13.4 Vesting Requirement for Top Heavy Plan
--------------------------------------
13.4.1 Notwithstanding any other provision of this Plan, for any Top
Heavy Plan Year, the vested portion of any Participant's accrued benefit shall
be determined on the basis of the Participant's number of Years of Vesting
Service according to the following schedule:
Years of Service Percentage Vested
---------------- -----------------
1 - 2 0%
3 100%
If in any subsequent Plan Year, the Plan ceases to be a Top Heavy
Plan, the Company may, in its sole discretion, elect to continue to apply this
vesting schedule in determining the vested portion of any Participant's accrued
benefit, or revert to the vesting schedule in effect before this Plan became a
Top Heavy Plan. Any such reversion shall be treated as a Plan amendment.
49
<PAGE>
13.4.2 The computation of the nonforfeitable percentage of the
Participant's interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. In the event that this Plan is
amended to change or modify any vesting schedule, a Participant with at least 5
Years of Service as of the expiration date of the election period may elect to
have the Participant's nonforfeitable percentage computed under the Plan without
regard to such amendment. If a Participant fails to make such election, then
such Participant shall be subject to the new vesting schedule. The
Participant's election period shall commence on the adoption date of the
amendment and shall end 60 days after the latest of
(a) the adoption date of the amendment,
(b) the effective date of the amendment, or
(c) the date the Participant receives written notice of the amendment
from the Company.
To record the amendment and restatement of the Plan to read as set
forth herein, the Company has caused its authorized member of the Committee to
execute the same this 31st day of August, 1999, but to be effective January 1,
1999, except as otherwise provided in the text herein.
FMC CORPORATION
BY:/s/ J. Paul McGrath
__________________________
Member, Employee Welfare Benefits
Plan Committee
50
<PAGE>
EXHIBIT A
CREDITED SERVICE
----------------
Any service acquired as a participant under any of the plans listed herein shall
not be counted as Credited Service for purposes of this Plan.
1. Stearns Electric Company Profit Sharing Plan.
2. Fritzke and Icke Employees Savings and Profit Sharing Plan.
3. Employees Profit Sharing Plan of Industrial Brush Company.
4. Wayne Manufacturing Company Profit Sharing Company.
5. P. E. Van Pelt, Inc. Profit Sharing Plan.
6. Mojonnier Bros. Co. Salaried Employees Profit Sharing Plan.
7. Lithium Corporation of America Retirement Plan.
8. Elf Aquitaine, Inc. Pension Plan
9. Frigoscandia Inc. Money Purchase Pension Plan
10. Frigoscandia Inc. Retirement Plan: Pension Plan/401(k) Plan
51
<PAGE>
EXHIBIT B
INACTIVE LOCATIONS
------------------
The following is a list of former locations of the Company which have been sold
or closed. The Plan has retained the assets and liabilities with respect to
certain Participants formerly employed by the Company at such locations:
<TABLE>
<CAPTION>
LOCATION DATE SOLD/CLOSED
-------- ----------------
<S> <C>
- --------------------------------------------------------------------------------
Power Transmission - (Salaried and Nonunion Hourly) September 28, 1981
- --------------------------------------------------------------------------------
FMC Gold - Salaried/1/ July 31, 1996
- --------------------------------------------------------------------------------
Invalco February 26, 1999
- --------------------------------------------------------------------------------
Houston Fluid Control January 1, 1984
- --------------------------------------------------------------------------------
</TABLE>
/1/ All benefits except individual Aetna annuities and benefits for
inactive participants transferred to the purchaser.
52
<PAGE>
EXHIBIT C
MERGED PLANS
------------
The following is a list of other plans which have been merged into this Part I
Salaried Employees' Retirement Plan on and after January 1, 1979.
<TABLE>
<CAPTION>
EFFECTIVE
DATE OF SUPPLEMENT
PLAN NAME MERGER NUMBER
--------- ------ ----------
<S> <C> <C>
- -------------------------------------------------------------------------------------
Salaried Part of the Retirement Plan for January 1, 1979 1
Nonunion Employees of Sun Cleanser Company
- -------------------------------------------------------------------------------------
Marine Colloids Division of FMC Corporation January 1, 1979 2
Salaried Employees' Retirement Plan
- -------------------------------------------------------------------------------------
Hourly Part of the Retirement Plan for Nonunion September 15, 1980 1
Employees of Sun Cleanser Company
- -------------------------------------------------------------------------------------
Pneumo Abex Corporation Retirement Income May 27, 1994 3
Plan (Jetway Equipment Division)
- -------------------------------------------------------------------------------------
Retirement Plan for Employees of Stein June 1, 1997 4
- -------------------------------------------------------------------------------------
Moorco International, Inc. Retirement July 1, 1997 5
Income Plan
- -------------------------------------------------------------------------------------
Smith Meter, Inc. Salaried Retirement Plan July 1, 1997 6
- -------------------------------------------------------------------------------------
</TABLE>
53
<PAGE>
EXHIBIT D
CERTAIN RETIRED PARTICIPANTS
----------------------------
A. Except as provided in paragraph B. below, the monthly benefit payment
of each Participant, Joint Annuitant, or Beneficiary who is receiving a monthly
benefit payment on November 1, 1979, with respect to a Participant who retired
before July 1, 1978, shall be increased, effective with respect to payments made
on and after November 1, 1979, by an amount determined by multiplying the
percentage to be obtained from (1) and (2) below, whichever is applicable, by
(3) below:
(1) If the Participant retired prior to January 1, 1978, the sum of the
percentage obtained under a. and b. below, but not to exceed 10%:
a. The percentage obtained from the following table:
Calendar year during which monthly benefit payments were first paid to
the Participant (if the payments on November 1, 1979, were being
received by the Participant or by the Joint Annuitant or Beneficiary
of a Participant who died after beginning to receive payments), or
were first paid to the Joint Annuitant or Beneficiary (if the payments
on November 1, 1979, were being received by the Joint Annuitant or
Beneficiary of a Participant who died before beginning to receive
payments).
Percentage
---------- ----------
1977 2%
1976 4%
1975 6%
1974 8%
1973 or earlier 10%
b. A percentage equal to 1/2% for each full year of Credited Service
in excess of 30 full years of Credited Service that the Participant had
at retirement (e.g., 31 years - 1/2%, 32 years - 1%).
(2) If the Participant retired after December 31, 1977, but before July
1, 1978, and if he had 31 or more full years of Credited Service, a
percentage equal to 2-1/2% plus an additional 1/2% for each full year of
his Credited Service in excess of 31 full years (e.g., 31 years - 2-1/2%,
32 years - 3%), but not to exceed 10%.
(3) The amount of the monthly benefit payment which the Participant,
Joint Annuitant, or Beneficiary would otherwise have received on November
1, 1979 (if this
54
<PAGE>
increase in amount were not granted). If the Participant's monthly benefit
payment in this paragraph A(3) is a payment prior to the Participant's 62nd
birthday under a Level Income Option, the increase determined by applying
the applicable percentage under (1) or (2) above to such payment shall be
payable only prior to his 62nd birthday, and after such birthday the
applicable percentage under (1) or (2) above shall be applied to the
reduced monthly annuity payments otherwise payable under the Level Income
Option to increase that amount by said applicable percentage.
B. If a Participant attained his Normal Retirement Date before July 1,
1978, but continued in employment after attaining his Normal Retirement Date,
the provisions of paragraph A. above shall not be applicable, but instead the
following shall apply:
(1) If such a Participant, or his Joint Annuitant or Beneficiary, is
receiving a monthly benefit payment on November 1, 1979, the monthly
benefit payment shall be increased, effective with respect to payments made
on and after November 1, 1979, by an amount determined by multiplying the
percentage to be obtained from a., b. or c. below, whichever is applicable,
by d. below.
a. If the Participant attained his Normal Retirement Date before
January 1, 1978, and he retired prior to July 1, 1978, the sum of
the percentage obtained under i. and ii. below, but not to exceed
10%:
i. The percentage obtained from the following table:
Calendar year during which the
Participant attained his Normal
Retirement Date Percentage
------------------------------ ----------
1977 2%
1976 4%
1975 6%
1974 8%
1973 and earlier 10%
ii A percentage equal to 1/2% for each full year of credited Service
in excess of 30 full years of Credited Service that the
Participant had at retirement (e.g., 31 years - 1/2%, 32 years -
1%).
b. If the Participant both attained his Normal Retirement Date and
retired after December 31, 1977, but before July 1, 1978, and if he
had 31 or more full years of Credited Service, a percentage equal
to 2-1/2% plus an additional 1/2% for each full year of his
Credited Service in excess of 31 full years (e.g., 31 years
- 2-1/2%, 32 years - 3%), but not to exceed 10%.
c. If the Participant retired after June 30, 1978 but prior to
November 2, 1979, the percentage obtained from the following table:
55
<PAGE>
Calendar year during which the
Participant attained his Normal
Retirement Date Percentage
------------------------------ ----------
1977 2%
1976 4%
1975 6%
1974 8%
1973 and earlier 10%
d. The amount of the monthly benefit payment which the Participant,
Joint Annuitant, or Beneficiary would otherwise have received on
November 1, 1979 (if this increase in amount were not granted).
(2) If such a Participant, or his Joint Annuitant or Beneficiary, is not
receiving a monthly benefit payment on November 1, 1979, and the Participant
continues in employment, then upon his retirement, the monthly benefit payment
thereafter payable to the Participant, or his Joint Annuitant or Beneficiary,
shall be increased by an amount determined by multiplying the percentage to be
obtained from a. or b. below, whichever is applicable, by c. below:
a. The sum of the percentage obtained under i. and ii. below, but not
to exceed 10%:
i. The percentage obtained from the following table:
Calendar year during which the
Participant attained his Normal
Retirement Date Percentage
------------------------------- ----------
1977 2%
1976 4%
1975 6%
1974 8%
1973 and earlier 10%
ii. A percentage equal to 1/2% for each full year of Credited
Service in excess of 30 full years of Credited Service that
the Participant had at retirement (e.g., 31 years - 1/2%, 32
years - 1%).
b. If the Participant attained his Normal Retirement Date after
December 31, 1977, but before July 1, 1978, and if he had 31 or
more full years of Credited Service, a percentage equal to 2-1/2%
plus an additional 1/2% for each full year of his Credited Service
in excess of 31 full years (e.g., 31 years - 2-1/2%, 32 years -3%),
but not to exceed 10%.
56
<PAGE>
c. The amount of the monthly benefit payment which the Participant,
Joint Annuitant, or Beneficiary would otherwise have received on
the date benefit payments begin (if this increase in amount were
not granted).
C. If the amount of monthly increase in the monthly benefit payment to be
made under paragraph A. or B. above would be less than $10.00, then the amount
shall be $10.00.
57
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
20 21 22 23 24 25 26 27 28 29
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.8339 0.8348 0.8359 0.8369 0.8381 0.8393 0.8405 0.8418 0.8432 0.8447
Age 56 0.8248 0.8257 0.8268 0.8279 0.8290 0.8302 0.8315 0.8328 0.8342 0.8356
57 0.8152 0.8162 0.8172 0.8183 0.8195 0.8207 0.8219 0.8233 0.8247 0.8262
58 0.8052 0.8062 0.8072 0.8083 0.8095 0.8107 0.8120 0.8133 0.8147 0.8162
59 0.7947 0.7957 0.7968 0.7979 0.7990 0.8002 0.8015 0.8028 0.8043 0.8057
60 0.7838 0.7848 0.7858 0.7869 0.7881 0.7893 0.7906 0.7919 0.7933 0.7948
61 0.7724 0.7734 0.7744 0.7755 0.7767 0.7779 0.7792 0.7805 0.7819 0.7834
62 0.7605 0.7615 0.7626 0.7636 0.7648 0.7660 0.7673 0.7687 0.7701 0.7716
63 0.7482 0.7492 0.7502 0.7513 0.7525 0.7537 0.7550 0.7563 0.7578 0.7593
64 0.7354 0.7364 0.7374 0.7385 0.7397 0.7409 0.7421 0.7435 0.7449 0.7464
65 0.7221 0.7231 0.7241 0.7252 0.7264 0.7276 0.7289 0.7302 0.7316 0.7331
66 0.7084 0.7094 0.7104 0.7115 0.7127 0.7139 0.7151 0.7165 0.7179 0.7194
67 0.6944 0.6954 0.6964 0.6975 0.6986 0.6998 0.7011 0.7024 0.7038 0.7053
68 0.6801 0.6810 0.6820 0.6831 0.6842 0.6854 0.6867 0.6880 0.6894 0.6909
69 0.6654 0.6664 0.6674 0.6685 0.6696 0.6708 0.6720 0.6734 0.6747 0.6762
70 0.6506 0.6515 0.6525 0.6536 0.6547 0.6559 0.6571 0.6585 0.6598 0.6613
71 0.6357 0.6366 0.6376 0.6386 0.6398 0.6409 0.6422 0.6435 0.6448 0.6463
72 0.6207 0.6216 0.6226 0.6236 0.6247 0.6259 0.6271 0.6284 0.6297 0.6312
73 0.6055 0.6064 0.6074 0.6084 0.6095 0.6107 0.6119 0.6131 0.6145 0.6159
74 0.5900 0.5909 0.5919 0.5929 0.5939 0.5951 0.5963 0.5975 0.5989 0.6003
75 0.5741 0.5749 0.5759 0.5769 0.5780 0.5791 0.5802 0.5815 0.5828 0.5842
76 0.5577 0.5585 0.5595 0.5605 0.5615 0.5626 0.5638 0.5650 0.5663 0.5677
77 0.5410 0.5418 0.5428 0.5437 0.5447 0.5458 0.5470 0.5482 0.5495 0.5508
78 0.5243 0.5251 0.5260 0.5270 0.5280 0.5290 0.5301 0.5313 0.5326 0.5339
79 0.5077 0.5085 0.5094 0.5104 0.5113 0.5124 0.5135 0.5147 0.5159 0.5172
80 0.4914 0.4922 0.4931 0.4940 0.4950 0.4960 0.4971 0.4982 0.4994 0.5007
81 0.4755 0.4763 0.4771 0.4780 0.4789 0.4799 0.4810 0.4821 0.4833 0.4845
82 0.4599 0.4607 0.4615 0.4624 0.4633 0.4643 0.4653 0.4664 0.4676 0.4688
83 0.4447 0.4454 0.4462 0.4471 0.4480 0.4490 0.4500 0.4510 0.4522 0.4534
84 0.4298 0.4306 0.4314 0.4322 0.4331 0.4340 0.4350 0.4361 0.4372 0.4384
85 0.4154 0.4161 0.4169 0.4177 0.4186 0.4195 0.4205 0.4215 0.4226 0.4237
86 0.4013 0.4020 0.4027 0.4035 0.4044 0.4053 0.4062 0.4072 0.4082 0.4094
87 0.3874 0.3881 0.3888 0.3896 0.3904 0.3913 0.3922 0.3932 0.3942 0.3953
88 0.3738 0.3745 0.3752 0.3759 0.3767 0.3776 0.3785 0.3794 0.3804 0.3815
89 0.3604 0.3610 0.3617 0.3625 0.3633 0.3641 0.3649 0.3659 0.3668 0.3679
</TABLE>
58
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
30 31 32 33 34 35 36 37 38 39
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.8462 0.8478 0.8495 0.8512 0.8530 0.8550 0.8570 0.8590 0.8612 0.8635
Age 56 0.8372 0.8388 0.8405 0.8422 0.8441 0.8460 0.8480 0.8502 0.8524 0.8547
57 0.8277 0.8293 0.8310 0.8328 0.8347 0.8366 0.8387 0.8408 0.8431 0.8454
58 0.8178 0.8194 0.8211 0.8229 0.8248 0.8268 0.8288 0.8310 0.8333 0.8357
59 0.8073 0.8089 0.8107 0.8125 0.8144 0.8164 0.8185 0.8207 0.8230 0.8254
60 0.7964 0.7980 0.7998 0.8016 0.8035 0.8055 0.8076 0.8098 0.8122 0.8146
61 0.7850 0.7867 0.7884 0.7902 0.7922 0.7942 0.7963 0.7985 0.8009 0.8033
62 0.7732 0.7748 0.7766 0.7784 0.7803 0.7824 0.7845 0.7868 0.7891 0.7916
63 0.7608 0.7625 0.7642 0.7661 0.7680 0.7701 0.7722 0.7745 0.7768 0.7793
64 0.7480 0.7497 0.7514 0.7533 0.7552 0.7573 0.7594 0.7617 0.7640 0.7665
65 0.7347 0.7364 0.7381 0.7400 0.7419 0.7440 0.7461 0.7484 0.7508 0.7533
66 0.7210 0.7226 0.7244 0.7262 0.7282 0.7302 0.7324 0.7346 0.7370 0.7395
67 0.7069 0.7085 0.7103 0.7121 0.7141 0.7161 0.7183 0.7205 0.7229 0.7254
68 0.6925 0.6941 0.6959 0.6977 0.6996 0.7017 0.7038 0.7061 0.7085 0.7110
69 0.6778 0.6794 0.6811 0.6830 0.6849 0.6869 0.6891 0.6913 0.6937 0.6962
70 0.6629 0.6645 0.6662 0.6680 0.6699 0.6719 0.6741 0.6763 0.6787 0.6812
71 0.6478 0.6494 0.6511 0.6529 0.6548 0.6569 0.6590 0.6612 0.6636 0.6660
72 0.6327 0.6343 0.6360 0.6378 0.6397 0.6417 0.6438 0.6460 0.6483 0.6508
73 0.6174 0.6190 0.6207 0.6225 0.6243 0.6263 0.6284 0.6306 0.6329 0.6354
74 0.6018 0.6033 0.6050 0.6067 0.6086 0.6106 0.6126 0.6148 0.6171 0.6195
75 0.5857 0.5872 0.5889 0.5906 0.5924 0.5943 0.5964 0.5985 0.6008 0.6032
76 0.5691 0.5706 0.5723 0.5740 0.5758 0.5777 0.5797 0.5818 0.5841 0.5864
77 0.5522 0.5537 0.5553 0.5570 0.5588 0.5607 0.5626 0.5647 0.5670 0.5693
78 0.5353 0.5368 0.5384 0.5400 0.5418 0.5436 0.5456 0.5476 0.5498 0.5521
79 0.5186 0.5200 0.5215 0.5232 0.5249 0.5267 0.5286 0.5307 0.5328 0.5351
80 0.5020 0.5035 0.5050 0.5066 0.5082 0.5100 0.5119 0.5139 0.5160 0.5182
81 0.4859 0.4873 0.4887 0.4903 0.4920 0.4937 0.4956 0.4975 0.4996 0.5018
82 0.4701 0.4714 0.4729 0.4744 0.4760 0.4778 0.4796 0.4815 0.4835 0.4857
83 0.4546 0.4560 0.4574 0.4589 0.4605 0.4622 0.4639 0.4658 0.4678 0.4699
84 0.4396 0.4409 0.4423 0.4437 0.4453 0.4469 0.4487 0.4505 0.4525 0.4545
85 0.4249 0.4262 0.4275 0.4290 0.4305 0.4321 0.4338 0.4356 0.4375 0.4395
86 0.4105 0.4118 0.4131 0.4145 0.4160 0.4176 0.4192 0.4210 0.4228 0.4248
87 0.3965 0.3977 0.3990 0.4003 0.4018 0.4033 0.4049 0.4066 0.4085 0.4104
88 0.3826 0.3838 0.3851 0.3864 0.3878 0.3893 0.3909 0.3925 0.3943 0.3962
89 0.3690 0.3701 0.3713 0.3726 0.3740 0.3754 0.3770 0.3786 0.3803 0.3822
</TABLE>
59
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
40 41 42 43 44 45 46 47 48 49
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.8659 0.8683 0.8709 0.8735 0.8762 0.8791 0.8820 0.8850 0.8881 0.8912
Age 56 0.8571 0.8596 0.8622 0.8649 0.8677 0.8706 0.8736 0.8767 0.8799 0.8831
57 0.8479 0.8504 0.8531 0.8558 0.8587 0.8616 0.8647 0.8679 0.8712 0.8745
58 0.8381 0.8407 0.8434 0.8462 0.8491 0.8522 0.8553 0.8586 0.8619 0.8654
59 0.8279 0.8305 0.8332 0.8361 0.8391 0.8422 0.8454 0.8487 0.8522 0.8557
60 0.8171 0.8198 0.8226 0.8255 0.8285 0.8316 0.8349 0.8383 0.8418 0.8455
61 0.8059 0.8086 0.8114 0.8143 0.8174 0.8206 0.8239 0.8274 0.8310 0.8347
62 0.7942 0.7969 0.7997 0.8027 0.8058 0.8090 0.8124 0.8159 0.8196 0.8234
63 0.7819 0.7847 0.7875 0.7905 0.7937 0.7969 0.8004 0.8040 0.8077 0.8116
64 0.7692 0.7719 0.7748 0.7778 0.7810 0.7843 0.7878 0.7914 0.7952 0.7991
65 0.7559 0.7587 0.7616 0.7646 0.7678 0.7711 0.7746 0.7783 0.7821 0.7861
66 0.7422 0.7450 0.7479 0.7509 0.7541 0.7575 0.7610 0.7647 0.7686 0.7726
67 0.7281 0.7309 0.7338 0.7368 0.7401 0.7435 0.7470 0.7507 0.7546 0.7587
68 0.7136 0.7164 0.7193 0.7224 0.7256 0.7290 0.7326 0.7363 0.7403 0.7444
69 0.6988 0.7016 0.7045 0.7076 0.7109 0.7143 0.7178 0.7216 0.7255 0.7297
70 0.6838 0.6866 0.6895 0.6926 0.6958 0.6992 0.7028 0.7066 0.7105 0.7147
71 0.6687 0.6714 0.6743 0.6774 0.6806 0.6840 0.6876 0.6914 0.6953 0.6995
72 0.6534 0.6562 0.6591 0.6621 0.6653 0.6687 0.6723 0.6760 0.6800 0.6842
73 0.6379 0.6407 0.6436 0.6466 0.6498 0.6532 0.6567 0.6605 0.6644 0.6686
74 0.6221 0.6248 0.6277 0.6307 0.6339 0.6372 0.6408 0.6445 0.6484 0.6525
75 0.6058 0.6085 0.6113 0.6143 0.6174 0.6208 0.6243 0.6280 0.6319 0.6360
76 0.5890 0.5916 0.5944 0.5974 0.6005 0.6038 0.6073 0.6109 0.6148 0.6189
77 0.5718 0.5744 0.5772 0.5801 0.5832 0.5864 0.5899 0.5935 0.5974 0.6014
78 0.5546 0.5571 0.5599 0.5627 0.5658 0.5690 0.5724 0.5760 0.5798 0.5838
79 0.5375 0.5400 0.5427 0.5455 0.5485 0.5517 0.5551 0.5586 0.5624 0.5663
80 0.5206 0.5231 0.5257 0.5285 0.5315 0.5346 0.5379 0.5414 0.5451 0.5490
81 0.5041 0.5065 0.5091 0.5119 0.5148 0.5179 0.5211 0.5245 0.5282 0.5320
82 0.4879 0.4903 0.4929 0.4956 0.4984 0.5014 0.5046 0.5080 0.5116 0.5154
83 0.4721 0.4745 0.4770 0.4796 0.4824 0.4854 0.4885 0.4918 0.4953 0.4990
84 0.4567 0.4590 0.4615 0.4640 0.4668 0.4697 0.4728 0.4760 0.4794 0.4831
85 0.4416 0.4439 0.4463 0.4488 0.4515 0.4543 0.4574 0.4605 0.4639 0.4675
86 0.4269 0.4291 0.4314 0.4339 0.4365 0.4393 0.4423 0.4454 0.4487 0.4522
87 0.4124 0.4146 0.4169 0.4193 0.4218 0.4246 0.4274 0.4305 0.4337 0.4371
88 0.3982 0.4003 0.4025 0.4049 0.4074 0.4100 0.4128 0.4158 0.4190 0.4223
89 0.3841 0.3861 0.3883 0.3906 0.3931 0.3957 0.3984 0.4013 0.4044 0.4077
</TABLE>
60
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
50 51 52 53 54 55 56 57 58 59
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.8945 0.8978 0.9012 0.9046 0.9081 0.9116 0.9152 0.9188 0.9224 0.9261
Age 56 0.8865 0.8899 0.8935 0.8970 0.9007 0.9044 0.9082 0.9120 0.9158 0.9196
57 0.8780 0.8816 0.8852 0.8890 0.8928 0.8966 0.9006 0.9046 0.9086 0.9126
58 0.8690 0.8727 0.8765 0.8803 0.8843 0.8883 0.8924 0.8966 0.9008 0.9051
59 0.8594 0.8632 0.8671 0.8711 0.8752 0.8794 0.8837 0.8881 0.8925 0.8970
60 0.8493 0.8532 0.8572 0.8613 0.8656 0.8699 0.8744 0.8789 0.8836 0.8882
61 0.8386 0.8426 0.8467 0.8510 0.8554 0.8599 0.8645 0.8692 0.8741 0.8790
62 0.8274 0.8315 0.8357 0.8401 0.8446 0.8493 0.8541 0.8590 0.8640 0.8691
63 0.8156 0.8198 0.8241 0.8286 0.8333 0.8380 0.8430 0.8481 0.8532 0.8585
64 0.8032 0.8075 0.8119 0.8165 0.8213 0.8262 0.8313 0.8365 0.8419 0.8474
65 0.7903 0.7946 0.7991 0.8038 0.8087 0.8137 0.8190 0.8243 0.8299 0.8356
66 0.7769 0.7813 0.7858 0.7906 0.7956 0.8007 0.8061 0.8116 0.8173 0.8231
67 0.7630 0.7674 0.7721 0.7769 0.7820 0.7872 0.7927 0.7983 0.8042 0.8102
68 0.7487 0.7532 0.7579 0.7628 0.7679 0.7733 0.7788 0.7846 0.7906 0.7967
69 0.7340 0.7385 0.7433 0.7483 0.7534 0.7589 0.7645 0.7704 0.7765 0.7828
70 0.7190 0.7236 0.7284 0.7334 0.7386 0.7441 0.7498 0.7558 0.7620 0.7684
71 0.7038 0.7084 0.7132 0.7183 0.7236 0.7291 0.7349 0.7409 0.7472 0.7538
72 0.6885 0.6931 0.6979 0.7030 0.7083 0.7139 0.7197 0.7258 0.7322 0.7388
73 0.6729 0.6775 0.6824 0.6874 0.6928 0.6984 0.7043 0.7104 0.7168 0.7235
74 0.6569 0.6615 0.6663 0.6714 0.6768 0.6824 0.6883 0.6945 0.7009 0.7077
75 0.6403 0.6449 0.6497 0.6548 0.6601 0.6658 0.6717 0.6779 0.6844 0.6912
76 0.6232 0.6278 0.6326 0.6376 0.6429 0.6486 0.6545 0.6607 0.6672 0.6741
77 0.6057 0.6102 0.6149 0.6200 0.6253 0.6309 0.6368 0.6430 0.6495 0.6564
78 0.5880 0.5925 0.5972 0.6022 0.6075 0.6130 0.6189 0.6251 0.6316 0.6385
79 0.5705 0.5749 0.5796 0.5845 0.5897 0.5953 0.6011 0.6072 0.6137 0.6205
80 0.5531 0.5575 0.5621 0.5670 0.5722 0.5776 0.5834 0.5895 0.5959 0.6027
81 0.5361 0.5404 0.5449 0.5498 0.5549 0.5603 0.5660 0.5720 0.5784 0.5852
82 0.5194 0.5236 0.5281 0.5328 0.5379 0.5432 0.5489 0.5549 0.5612 0.5679
83 0.5030 0.5071 0.5116 0.5162 0.5212 0.5265 0.5320 0.5380 0.5442 0.5508
84 0.4870 0.4910 0.4954 0.5000 0.5049 0.5101 0.5156 0.5214 0.5276 0.5341
85 0.4713 0.4753 0.4795 0.4841 0.4889 0.4940 0.4994 0.5051 0.5112 0.5176
86 0.4559 0.4598 0.4640 0.4684 0.4732 0.4782 0.4835 0.4891 0.4951 0.5015
87 0.4408 0.4446 0.4487 0.4531 0.4577 0.4626 0.4678 0.4734 0.4793 0.4855
88 0.4259 0.4296 0.4336 0.4379 0.4424 0.4472 0.4524 0.4578 0.4636 0.4697
89 0.4111 0.4148 0.4187 0.4229 0.4273 0.4320 0.4370 0.4424 0.4480 0.4540
</TABLE>
61
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
60 61 62 63 64 65 66 67 68 69
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.9297 0.9332 0.9368 0.9403 0.9437 0.9471 0.9504 0.9537 0.9568 0.9599
Age 56 0.9234 0.9272 0.9310 0.9348 0.9385 0.9421 0.9457 0.9492 0.9526 0.9559
57 0.9167 0.9207 0.9247 0.9287 0.9327 0.9366 0.9404 0.9442 0.9479 0.9514
58 0.9094 0.9136 0.9179 0.9222 0.9264 0.9306 0.9347 0.9387 0.9427 0.9466
59 0.9015 0.9060 0.9105 0.9150 0.9195 0.9240 0.9284 0.9327 0.9370 0.9412
60 0.8930 0.8977 0.9025 0.9073 0.9121 0.9168 0.9215 0.9262 0.9307 0.9352
61 0.8839 0.8889 0.8939 0.8990 0.9040 0.9091 0.9141 0.9191 0.9240 0.9288
62 0.8742 0.8795 0.8848 0.8901 0.8954 0.9008 0.9061 0.9114 0.9166 0.9218
63 0.8639 0.8694 0.8750 0.8805 0.8862 0.8918 0.8974 0.9031 0.9086 0.9142
64 0.8530 0.8587 0.8645 0.8703 0.8762 0.8822 0.8881 0.8941 0.9000 0.9059
65 0.8414 0.8473 0.8533 0.8594 0.8656 0.8718 0.8781 0.8844 0.8907 0.8969
66 0.8292 0.8353 0.8415 0.8479 0.8544 0.8609 0.8675 0.8741 0.8807 0.8874
67 0.8164 0.8227 0.8292 0.8358 0.8425 0.8493 0.8562 0.8632 0.8701 0.8772
68 0.8031 0.8096 0.8163 0.8231 0.8301 0.8372 0.8444 0.8516 0.8590 0.8663
69 0.7893 0.7960 0.8029 0.8099 0.8171 0.8245 0.8319 0.8395 0.8472 0.8549
70 0.7751 0.7819 0.7890 0.7962 0.8037 0.8113 0.8190 0.8269 0.8349 0.8430
71 0.7605 0.7675 0.7748 0.7822 0.7898 0.7977 0.8057 0.8138 0.8221 0.8306
72 0.7457 0.7528 0.7602 0.7678 0.7757 0.7837 0.7919 0.8004 0.8090 0.8178
73 0.7305 0.7378 0.7453 0.7530 0.7610 0.7693 0.7777 0.7864 0.7953 0.8044
74 0.7148 0.7221 0.7297 0.7376 0.7458 0.7542 0.7628 0.7718 0.7809 0.7903
75 0.6983 0.7057 0.7134 0.7214 0.7297 0.7383 0.7472 0.7563 0.7657 0.7753
76 0.6812 0.6887 0.6964 0.7045 0.7129 0.7216 0.7307 0.7400 0.7496 0.7595
77 0.6635 0.6710 0.6789 0.6870 0.6955 0.7043 0.7135 0.7230 0.7328 0.7429
78 0.6456 0.6531 0.6610 0.6692 0.6777 0.6867 0.6959 0.7055 0.7155 0.7259
79 0.6277 0.6352 0.6431 0.6513 0.6599 0.6689 0.6782 0.6880 0.6981 0.7086
80 0.6099 0.6174 0.6252 0.6334 0.6420 0.6511 0.6605 0.6703 0.6805 0.6911
81 0.5922 0.5997 0.6075 0.6157 0.6244 0.6334 0.6428 0.6527 0.6630 0.6737
82 0.5749 0.5823 0.5901 0.5983 0.6068 0.6159 0.6253 0.6352 0.6456 0.6564
83 0.5578 0.5651 0.5729 0.5810 0.5895 0.5985 0.6079 0.6178 0.6282 0.6391
84 0.5410 0.5482 0.5559 0.5640 0.5725 0.5814 0.5908 0.6007 0.6111 0.6220
85 0.5244 0.5316 0.5392 0.5472 0.5556 0.5645 0.5739 0.5837 0.5941 0.6050
86 0.5082 0.5153 0.5227 0.5306 0.5390 0.5478 0.5571 0.5669 0.5772 0.5881
87 0.4921 0.4991 0.5065 0.5143 0.5225 0.5312 0.5404 0.5502 0.5604 0.5713
88 0.4762 0.4831 0.4903 0.4980 0.5062 0.5148 0.5239 0.5335 0.5437 0.5545
89 0.4604 0.4672 0.4743 0.4819 0.4899 0.4984 0.5074 0.5169 0.5270 0.5377
</TABLE>
62
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
70 71 72 73 74 75 76 77 78 79
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.9628 0.9656 0.9683 0.9708 0.9732 0.9754 0.9775 0.9795 0.9813 0.9830
Age 56 0.9591 0.9621 0.9650 0.9678 0.9704 0.9728 0.9751 0.9773 0.9793 0.9812
57 0.9549 0.9582 0.9614 0.9644 0.9673 0.9699 0.9725 0.9748 0.9771 0.9791
58 0.9503 0.9539 0.9574 0.9607 0.9638 0.9667 0.9695 0.9721 0.9745 0.9768
59 0.9452 0.9491 0.9529 0.9565 0.9599 0.9631 0.9661 0.9690 0.9716 0.9742
60 0.9396 0.9439 0.9479 0.9518 0.9555 0.9590 0.9624 0.9655 0.9684 0.9712
61 0.9335 0.9381 0.9425 0.9467 0.9507 0.9546 0.9582 0.9616 0.9649 0.9679
62 0.9269 0.9318 0.9365 0.9411 0.9455 0.9497 0.9536 0.9574 0.9609 0.9643
63 0.9196 0.9249 0.9300 0.9350 0.9397 0.9442 0.9485 0.9526 0.9565 0.9602
64 0.9117 0.9174 0.9229 0.9282 0.9333 0.9382 0.9429 0.9474 0.9516 0.9556
65 0.9031 0.9092 0.9151 0.9208 0.9264 0.9317 0.9367 0.9416 0.9462 0.9506
66 0.8939 0.9004 0.9067 0.9129 0.9188 0.9245 0.9300 0.9352 0.9403 0.9450
67 0.8841 0.8910 0.8977 0.9043 0.9106 0.9168 0.9227 0.9284 0.9338 0.9390
68 0.8737 0.8810 0.8881 0.8951 0.9019 0.9085 0.9148 0.9209 0.9268 0.9324
69 0.8627 0.8704 0.8779 0.8853 0.8926 0.8996 0.9064 0.9129 0.9193 0.9253
70 0.8511 0.8592 0.8672 0.8750 0.8827 0.8901 0.8974 0.9044 0.9112 0.9177
71 0.8391 0.8475 0.8559 0.8642 0.8723 0.8802 0.8879 0.8954 0.9027 0.9096
72 0.8266 0.8354 0.8442 0.8529 0.8614 0.8698 0.8780 0.8859 0.8937 0.9011
73 0.8136 0.8228 0.8320 0.8410 0.8500 0.8588 0.8675 0.8759 0.8841 0.8921
74 0.7998 0.8094 0.8189 0.8284 0.8378 0.8471 0.8561 0.8651 0.8738 0.8822
75 0.7852 0.7951 0.8050 0.8149 0.8247 0.8344 0.8439 0.8533 0.8625 0.8715
76 0.7696 0.7798 0.7901 0.8004 0.8106 0.8207 0.8307 0.8406 0.8503 0.8598
77 0.7533 0.7638 0.7744 0.7850 0.7956 0.8061 0.8166 0.8269 0.8371 0.8471
78 0.7364 0.7472 0.7581 0.7691 0.7800 0.7909 0.8018 0.8126 0.8232 0.8337
79 0.7194 0.7304 0.7415 0.7528 0.7641 0.7753 0.7866 0.7978 0.8089 0.8199
80 0.7021 0.7133 0.7247 0.7362 0.7478 0.7594 0.7710 0.7826 0.7941 0.8055
81 0.6848 0.6962 0.7078 0.7195 0.7314 0.7433 0.7552 0.7672 0.7791 0.7909
82 0.6676 0.6791 0.6909 0.7028 0.7149 0.7270 0.7393 0.7515 0.7638 0.7760
83 0.6504 0.6620 0.6739 0.6860 0.6983 0.7107 0.7232 0.7357 0.7483 0.7609
84 0.6333 0.6450 0.6570 0.6693 0.6817 0.6943 0.7070 0.7198 0.7327 0.7456
85 0.6163 0.6281 0.6402 0.6525 0.6651 0.6778 0.6907 0.7038 0.7169 0.7301
86 0.5994 0.6112 0.6233 0.6357 0.6484 0.6613 0.6744 0.6876 0.7010 0.7145
87 0.5826 0.5944 0.6065 0.6190 0.6317 0.6447 0.6579 0.6713 0.6849 0.6986
88 0.5657 0.5775 0.5896 0.6021 0.6149 0.6279 0.6412 0.6547 0.6685 0.6824
89 0.5489 0.5606 0.5727 0.5851 0.5979 0.6110 0.6244 0.6380 0.6519 0.6659
</TABLE>
63
<PAGE>
Exhibit E-1
FMC Corporation
Optional Form Factors
For Conversion from Single Life Annuity to 50% Joint and Survivor Annuity Form
Mortality: 1971GAT (95% Male / 5% Female); Interest: 6.0%
Payment at Beginning of Month
<TABLE>
<CAPTION>
Beneficiary's Age
80 81 82 83 84 85 86 87 88 89
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Participant's 55 0.9846 0.9860 0.9874 0.9886 0.9898 0.9908 0.9918 0.9927 0.9935 0.9943
Age 56 0.9829 0.9845 0.9860 0.9874 0.9887 0.9898 0.9909 0.9919 0.9928 0.9936
57 0.9810 0.9828 0.9845 0.9860 0.9874 0.9887 0.9899 0.9910 0.9920 0.9929
58 0.9789 0.9809 0.9827 0.9844 0.9860 0.9874 0.9887 0.9900 0.9911 0.9921
59 0.9765 0.9787 0.9807 0.9826 0.9843 0.9859 0.9874 0.9888 0.9900 0.9912
60 0.9738 0.9762 0.9784 0.9805 0.9825 0.9843 0.9859 0.9874 0.9888 0.9901
61 0.9708 0.9734 0.9759 0.9782 0.9804 0.9824 0.9842 0.9859 0.9874 0.9889
62 0.9674 0.9703 0.9731 0.9756 0.9780 0.9802 0.9823 0.9842 0.9859 0.9875
63 0.9636 0.9668 0.9699 0.9727 0.9754 0.9778 0.9801 0.9822 0.9841 0.9859
64 0.9594 0.9630 0.9663 0.9694 0.9723 0.9751 0.9776 0.9800 0.9821 0.9841
65 0.9547 0.9586 0.9623 0.9657 0.9690 0.9720 0.9748 0.9774 0.9798 0.9821
66 0.9495 0.9538 0.9578 0.9616 0.9652 0.9686 0.9717 0.9746 0.9773 0.9797
67 0.9439 0.9486 0.9530 0.9571 0.9611 0.9648 0.9682 0.9714 0.9744 0.9772
68 0.9378 0.9428 0.9477 0.9522 0.9565 0.9606 0.9644 0.9679 0.9712 0.9743
69 0.9311 0.9366 0.9419 0.9468 0.9515 0.9560 0.9602 0.9641 0.9677 0.9711
70 0.9240 0.9299 0.9356 0.9410 0.9462 0.9510 0.9556 0.9599 0.9639 0.9677
71 0.9164 0.9228 0.9289 0.9348 0.9404 0.9457 0.9507 0.9554 0.9598 0.9640
72 0.9083 0.9152 0.9219 0.9282 0.9343 0.9400 0.9455 0.9506 0.9554 0.9600
73 0.8997 0.9072 0.9143 0.9211 0.9277 0.9339 0.9398 0.9454 0.9507 0.9557
74 0.8904 0.8983 0.9060 0.9133 0.9204 0.9271 0.9336 0.9397 0.9454 0.9508
75 0.8802 0.8886 0.8968 0.9047 0.9123 0.9196 0.9266 0.9332 0.9395 0.9454
76 0.8690 0.8780 0.8867 0.8952 0.9033 0.9112 0.9187 0.9259 0.9327 0.9392
77 0.8569 0.8664 0.8757 0.8847 0.8934 0.9019 0.9100 0.9178 0.9252 0.9323
78 0.8440 0.8541 0.8639 0.8735 0.8829 0.8919 0.9006 0.9090 0.9171 0.9247
79 0.8306 0.8412 0.8516 0.8618 0.8717 0.8813 0.8907 0.8997 0.9083 0.9166
80 0.8168 0.8279 0.8388 0.8495 0.8600 0.8702 0.8802 0.8898 0.8991 0.9080
81 0.8026 0.8142 0.8256 0.8368 0.8479 0.8587 0.8693 0.8795 0.8894 0.8989
82 0.7882 0.8002 0.8121 0.8238 0.8354 0.8468 0.8579 0.8688 0.8793 0.8895
83 0.7734 0.7859 0.7982 0.8105 0.8226 0.8345 0.8462 0.8576 0.8688 0.8796
84 0.7585 0.7713 0.7841 0.7968 0.8094 0.8219 0.8341 0.8461 0.8579 0.8693
85 0.7434 0.7566 0.7697 0.7829 0.7959 0.8089 0.8217 0.8342 0.8466 0.8586
86 0.7280 0.7415 0.7551 0.7686 0.7821 0.7955 0.8088 0.8220 0.8349 0.8475
87 0.7123 0.7262 0.7401 0.7540 0.7679 0.7818 0.7956 0.8093 0.8227 0.8360
88 0.6964 0.7105 0.7247 0.7390 0.7533 0.7676 0.7819 0.7961 0.8101 0.8239
89 0.6802 0.6945 0.7090 0.7236 0.7383 0.7530 0.7677 0.7824 0.7969 0.8113
</TABLE>
64
<PAGE>
SUPPLEMENT 1
SPECIALTY CHEMICALS DIVISION, LIVONIA, MICHIGAN
-----------------------------------------------
1-1 Eligible Employees
------------------
The terms of this Supplement apply only to Participants who were Eligible
Employees of the FMC Corporation Specialty Chemicals Division in Livonia,
Michigan (the "Division") on the Sale Date. Certain Participants in such group
previously participated in the salaried part of the Retirement Plan for Nonunion
Employees of Sun Cleaner Company (merged into the Plan effective January 1,
1979) or the hourly part of the Retirement Plan for Nonunion Employees of Sun
Cleaner Company (merged into the Plan effective September 15, 1980).
1-2 Sale Date
---------
Effective August 16, 1985 ("Sale Date") the Division was sold to Olin
Corporation (the "Purchaser").
1-3 Early Retirement Date
---------------------
With respect to any Participant who was an Eligible Employee of the
Division on the Sale Date, such Participant's employment with the Purchaser
shall be considered as employment with the Company for purposes of satisfying
the age requirement for Early Retirement Date.
1-4 Year of Vesting Service
-----------------------
With respect to any Participant who was an Eligible Employee of the
Division on the Sale Date who was not 100% vested in his benefits under the Plan
on such date, such Participant's years of vesting service with the Purchaser
(determined in accordance with rules similar to the rules used to determine
Years of Vesting Service under this Plan) will be considered Years of Vesting
Service under this Plan for purposes of determining such Participant's vesting
in benefits accrued under this Plan.
65
<PAGE>
SUPPLEMENT 2
MARINE COLLOIDS DIVISION
------------------------
2-1 Eligible Employees
------------------
The terms of this Supplement apply only to individuals who were
participants in the Marine Colloids, Inc. Pension Plan ("Prior Plan") prior to
January 1, 1979 (the Merger Date") and who had not yet received a full
distribution of their benefit under such Prior Plan as of the Effective Date
("Participant").
2-2 Calculation of Normal Retirement Benefit
----------------------------------------
A Participant's monthly Normal Retirement Benefit shall be no less than
the normal retirement benefit to which the Participant would have been entitled
under the Prior Plan if the Participant had terminated employment immediately
prior to the Merger Date.
2-3 Early Retirement Date
---------------------
Early Retirement Date means a Participant's 55th birthday.
2-4 Calculation of Early Retirement Benefit
---------------------------------------
Subject to Section 2-5 of this Supplement, if a Participant has 10 or
more Years of Credited Service, the Participant's monthly Early Retirement
Benefit under the Prior Plan will equal the greater of the amounts shown in
Subsections (a) and (b) below. If a Participant has fewer than 10 Years of
Credited Service, his monthly Early Retirement Benefit under the Prior Plan will
equal the amount shown in Subsection (a) below.
(a) 1-1/2% of the Participant's highest average earnings multiplied
by the Participant's years of credited service (all as determined
under the Prior Plan), reduced by the Social Security offset.
The Social Security offset is an amount equal to 50% of the
Participant's primary Social Security benefit (determined under
the Prior Plan) multiplied by his or her Years of Vesting Service
(not in excess of 30), divided by 30. If the early retirement
benefit commences before the Participant reaches age 61, the
Social Security offset will not be larger than the Participant's
primary Social Security benefit (determined under the Prior Plan)
multiplied by the percentage determined by the following
schedule:
66
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------
Age of Benefit Social Security
Commencement Date Amount Reduced to
----------------- -----------------
<S> <C>
------------------------------------------------
60 48.0
------------------------------------------------
59 45.6
------------------------------------------------
58 43.2
------------------------------------------------
57 40.8
------------------------------------------------
56 38.4
------------------------------------------------
55 36.0
------------------------------------------------
</TABLE>
If the Participant's age is not a whole number when the early
retirement benefit begins, an appropriate interpolation of the
percentage indicated by the above schedule will be made.
(b) 1% of the Participant's highest average earnings multiplied by
the Participant's years of credited service (both as determined
under the Prior Plan).
2-5 Early Retirement Reduction Factor
---------------------------------
The Participant's Early Retirement Benefit computed pursuant to
Section 2-4 of this Supplement shall be reduced by 1/3 of 1% for each month in
excess of 36 by which the commencement of the Participant's Early Retirement
Benefit precedes the Participant's Normal Retirement Date.
2-6 Years of Vesting Service
------------------------
A Participant is fully vested in the Participant's benefit under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was granted vesting service under the Prior
Plan. In no event will a Participant be credited with fewer Years of Vesting
Service under the Plan than the Participant would have been credited with under
the vesting rules of the Prior Plan.
2-7 Available Forms of Benefits
---------------------------
In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive the Participant's benefit under the Prior Plan
in the following form of benefit:
Life and 5 Year Certain Annuity: A Life and 5 Year Certain Annuity is
an immediate annuity which is the Actuarial Equivalent of an
Individual Life Annuity, but which provides a smaller monthly annuity
for the Participant's life than an Individual Life Annuity. After the
Participant's
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death, if the monthly annuity has been paid for a period shorter
than 60 months, it will continue, in the same amount as during
the Participant's life, for the remainder of the 60 month term
certain. The Participant's Joint Annuitant will receive any
payments due after the Participant's death.
2-8 Payment to Active Participant After Normal Retirement Date
----------------------------------------------------------
A Participant who continues to be employed by the Company or a
Participating Employer after reaching his or her Normal Retirement Date may
begin receiving his or her benefit with respect to the Prior Plan at or after
his or her Normal Retirement Date.
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SUPPLEMENT 3
JETWAY SYSTEMS DIVISION
-----------------------
3-1 Eligible Employees
The terms of this Supplement apply only to individuals who are current or
former salaried and nonunion hourly employees of the FMC Corporation Jetway
Systems Division and who were participants in the Pneumo Abex Corporation
Retirement Income Plan ("Prior Plan") before May 27, 1994 (the "Merger Date")
who had not received a full distribution of their benefit under such plan as of
the Effective Date ("Participant"). On the Merger Date the benefits of such
participants were spun off from the Prior Plan and merged into this Plan.
3-2 Calculation of Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled
under the Prior Plan if the Participant had terminated employment immediately
prior to the Merger Date.
3-3 Early Retirement Date
Early Retirement Date means the earlier of: (a) a Participant's Early
Retirement Date under the Plan or (b) the date the Participant has a Severance
from Service before Normal Retirement Date for a reason other than death (i) if
the Participant is at least age 55 and has at least 10 Years of Vesting Service,
(ii) if the Participant was hired before age 35 and before January 1, 1989 and
the sum of the Participant's age and Years of Vesting Service is at least 75, or
(iii) if the Participant was entitled to an early retirement benefit under the
Prior Plan.
3-4 Termination Benefit
If a Participant has a Severance from Service before Early or Normal
Retirement Date for a reason other than death and had accrued at least 10 Years
of Vesting Service, the Participant may begin to receive the Participant's Plan
benefit, subject to the Plan's reduction for early retirement, as early as the
date the Participant reaches age 55.
3-5 Years of Vesting Service
A Participant is fully vested in the Participant's benefit under the Plan.
A Participant's Employment Commencement Date will be the date the Participant
was first employed by the Company or an Affiliate, or any earlier date from
which the Participant was granted vesting service under the Prior Plan. In no
event will a Participant be credited with fewer Years of Vesting Service under
the Plan than the Participant would have been credited with under the vesting
rules of the Prior Plan.
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3-6 Available Forms of Benefits
In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive his benefit under the Prior Plan in the
following form of benefit:
Life and 10 Year Certain Annuity: A Life and 10 Year Certain Annuity
is an immediate annuity which is the Actuarial Equivalent of an
Individual Life Annuity, but which provides a smaller monthly annuity
for the Participant's life than an Individual Life Annuity. After the
Participant's death, if the monthly annuity has been paid for a period
shorter than 10 years, it will continue in the same amount as during
the Participant's life, for the remainder of the 10 year term certain.
The Participant's Joint Annuitant will receive any payments due after
the Participant's death.
3-7 Special Provisions for Participants in the Retirement Plan for Salaried
Employees of Abex Corporation
In addition to the special provisions of the preceding sections, a
Participant who participated in the Retirement Plan for Salaried Employees of
Abex Corporation before January 1, 1989 will be subject to the following
provision with respect to the Participant's Prior Plan benefit accrued before
January 1, 1989:
Special Rule of 75 Benefit: Participants who were hired before age 35
and before January 1, 1989, and who accrue total years of age and
Vesting Service at Early Retirement equal to at least 75 will be
entitled to a monthly benefit at their Early Retirement Date reduced
by 1/3 of 1% for each month payments are made before the Participant
reaches age 65.
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SUPPLEMENT 4
STEIN
-----
4-1 Eligible Employees
The terms of this Supplement apply only to individuals who were
participants in the Retirement Plan for Employees of Stein (the "Prior Plan")
prior to June 1, 1997 (the "Merger Date") and who had not received a full
distribution of their benefit under such Prior Plan as of the Effective Date
("Participant").
4-2 Calculation of Normal Retirement Benefit
A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled
under the Prior Plan if the Participant had permanently terminated employment
immediately prior to the Merger Date.
4-3 Years of Vesting Service
A Participant is fully vested in the Participant's benefit under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was granted vesting service under the Prior
Plan. In no event will a Participant be credited with fewer Years of Vesting
Service under the Plan than the Participant would have been credited with under
the vesting rules of the Prior Plan.
4-4 Available Forms of Benefits
In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive the Participant's benefit under the Prior Plan
in the following form of benefit:
Life and 5 Year Certain Annuity: A Life and 10 Year Certain Annuity is
an immediate annuity which is the Actuarial Equivalent of an
Individual Life Annuity, but which provides a smaller monthly annuity
for the Participant's life than an Individual Life Annuity. After the
Participant's death, if the monthly annuity has been paid for a period
shorter than 60 months, it will continue, in the same amount as during
the Participant's life, for the remainder of the 60 month term
certain. The Participant's Joint Annuitant will receive any payments
due after the Participant's death.
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SUPPLEMENT 5
MOORCO INTERNATIONAL INC. RETIREMENT INCOME PLAN
------------------------------------------------
5-1 Eligible Employees
The terms of this Supplement apply only to individuals who were
participants in the Moorco International Inc. Retirement Income Plan (the "Prior
Plan") prior to July 1, 1997 (the "Merger Date") and who had not yet received a
full distribution of their benefit under such Prior Plan as of the Effective
Date ("Participant").
5-2 Calculation of Normal Retirement Benefit
A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled if
the Participant had terminated employment immediately prior to the Merger Date.
5-3 Early Retirement Date
Early Retirement Date means the earlier of: (a) Early Retirement Date
under the Plan; or (b) the date the Participant has a Severance from Service
before Normal Retirement Date for a reason other than death, if the Participant
is at least age 55 and has at least 10 Years of Vesting Service or if the
Participant was entitled to an early retirement benefit under the Geosource Inc.
Retirement Income Plan.
5-4 Years of Vesting Service
A Participant is fully vested in the Participant's benefits under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or an Affiliate, or any earlier
date from which the Participant was first granted vesting service under the
Prior Plan. Each Participant will be credited with the number of full years of
vesting service with which the Participant was credited under the Prior Plan
plus the greater of: (a) 6 months of Vesting Service; and (b) if the Participant
accrued 1,000 hours of service under the Prior Plan during the period from
January 1, 1997 through June 30, 1997, 1 Year of Vesting Service. In no event
will a Participant be credited with fewer Years of Vesting Service under the
Plan than the Participant would have been credited with under the vesting rules
of the Prior Plan.
5-5 Available Forms of Benefits
In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive the Participant's benefit under the Prior Plan
in the following form:
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Life and Term Certain Annuity: A Life and Term Certain Annuity is an
immediate annuity which is the Actuarial Equivalent (determined in
accordance with Exhibit E-1) of an Individual Life Annuity, but which
provides a smaller monthly annuity for the Participant's life than an
Individual Life Annuity. After the Participant's death, if the monthly
annuity has been paid for a period shorter than the term certain
chosen by the Participant, it will continue, in the same amount as
during the Participant's life, for the remainder of the term certain.
The Participant's Joint Annuitant will receive any payments due after
the Participant's death. The Participant may choose a term certain of
60, 120, 180 or 240 months, so long as the term certain does not
exceed the joint life expectancies of the Participant and the Joint
Annuitant.
5-6 Non-Spouse Death Benefit
If the Preretirement Survivor's Benefit is not payable to the spouse of a
deceased Participant, and if the Participant dies on or after the Participant's
Early Retirement Date, the Participant's Beneficiary will be entitled to a death
benefit consisting of monthly payments made for a period of 60 months, beginning
as of the first day of the month coincident with or next following the month in
which the Participant dies. The amount of the monthly payment will be equal to
the monthly payment to which the Participant would have been entitled if the
Participant had retired on the day before his death, and had elected to receive
only the Participant's Prior Plan benefit in the form of an immediate Life and
Term Certain Annuity with a term certain of 60 months.
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SUPPLEMENT 6
SMITH METER, INC. SALARIED RETIREMENT PLAN
------------------------------------------
6-1 Eligible Employees
The terms of this Supplement apply only to individuals who were
participants in the Smith Meter, Inc. Salaried Retirement Plan ("Prior Plan")
prior to July 1, 1997 (the "Merger Date") and who had not yet received a full
distribution of their benefit under such Prior Plan as of the Effective Date
("Participant").
6-2 Calculation of Normal Retirement Benefit
A Participant's Normal Retirement Benefit shall be no less than the
normal retirement benefit to which the Participant would have been entitled if
the Participant had permanently terminated employment with the Company and all
Affiliates on the Merger Date.
6-3 Early Retirement Date
Early Retirement Date means the earlier of: (a) the Participant's
Early Retirement Date under the Plan, or (b) the date the Participant has a
Severance from Service before Normal Retirement Date for a reason other than
death (i) if the Participant is at least age 57 and has at least 10 Years of
Vesting Service or (ii) if the Participant was entitled to an early retirement
benefit under the Geosource Inc. Smith Meter Systems Division Salaried
Retirement Income Plan.
6-4 Normal Retirement Date
Normal Retirement Date means the earlier of: (a) the Participant's
Normal Retirement Date under the Plan, or (b) the date the Participant has a
Severance from Service with at least 10 Years of Vesting Service at or after age
62.
6-5 Years of Vesting Service
A Participant is fully vested in the Participant's benefits under the
Prior Plan. A Participant's Employment Commencement Date will be the date the
Participant was first employed by the Company or any Affiliate, or any earlier
date from which he was granted vesting service under the Prior Plan. Each
Participant will be credited with the number of full years of vesting service
with which the Participant was credited under the Prior Plan plus the greater
of: (a) 6 months of Vesting Service, or (b) if the Participant accrued 1,000
hours of service under the Prior Plan during the period from January 1, 1997
through June 30, 1997, 1 Year of Vesting Service. In no event will a Participant
be credited with fewer Years of Vesting Service under the Plan than the
Participant would have been credited with under the vesting rules of the Prior
Plan.
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<PAGE>
6-6 Available Forms of Benefits
In addition to the optional forms of benefit described in the Plan, a
Participant may elect to receive his Prior Plan benefit in the following form of
benefit:
Life and Term Certain Annuity: A Life and Term Certain Annuity is an
immediate annuity which is the Actuarial Equivalent (determined in
accordance with Exhibit E-1) of an Individual Life Annuity, but which
provides a smaller monthly annuity for the Participant's life than an
Individual Life Annuity. After the Participant's death, if the monthly
annuity has been paid for a period shorter than the term certain
chosen by the Participant, it will continue, in the same amount as
during the Participant's life, for the remainder of the term certain.
The Participant's Joint Annuitant will receive any payments due after
the Participant's death. The Participant may choose a term certain of
60, 120, 180 or 240 months, so long as the term certain does not
exceed the joint life expectancies of the Participant and the Joint
Annuitant.
6-7 Payment to Active Participant After Normal Retirement Date
A Participant who continues to be employed by the Company or a
Participating Employer after reaching Normal Retirement Date may begin receiving
the Participant's Prior Plan benefit at or after Normal Retirement Date.
6-8 Non-Spouse Death Benefit
If the Preretirement Survivor's Benefit is not payable to the spouse
of a deceased Participant, and if the Participant dies on or after the
Participant's Early Retirement Date, the Participant's Beneficiary will be
entitled to a death benefit consisting of monthly payments made for a period of
60 months, beginning as of the first day of the month coincident with or next
following the month in which the Participant dies. The amount of the monthly
payment will be equal to the monthly payment to which the Participant would have
been entitled if he had retired on the day before his death, and had elected to
receive only his Prior Plan benefit in the form of an immediate Life and Term
Certain Annuity with a term certain of 60 months.
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FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART II
UNION HOURLY EMPLOYEES' RETIREMENT PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
INTRODUCTION......................................................... 1
ARTICLE I............................................................ 2
Definitions......................................................... 2
Actuarial Equivalent................................................ 2
Administrator....................................................... 2
Affiliate........................................................... 3
Annuity Starting Date............................................... 3
Beneficiary......................................................... 3
Board............................................................... 3
Code................................................................ 3
Collective Bargaining Agreement..................................... 3
Committee........................................................... 3
Company............................................................. 3
Early Retirement Benefit............................................ 4
Early Retirement Date............................................... 4
Effective Date...................................................... 4
Eligible Employee................................................... 4
Employee............................................................ 4
Employment Commencement Date........................................ 4
ERISA............................................................... 4
50% Joint and Survivor's Annuity.................................... 4
Hour of Service..................................................... 4
Individual Life Annuity............................................. 4
Investment Manager.................................................. 5
Leased Employee..................................................... 5
Normal Retirement Benefit........................................... 5
Normal Retirement Date.............................................. 5
100% Joint and Survivor's Annuity................................... 5
One-year Period of Severance........................................ 5
Participant......................................................... 5
Participating Employer.............................................. 5
Period of Service................................................... 5
Period of Severance................................................. 5
Plan................................................................ 5
Plan Year........................................................... 6
Reemployment Commencement Date...................................... 6
Severance From Service Date......................................... 6
Supplement.......................................................... 7
Total and Permanent Disability...................................... 7
Trust............................................................... 7
Trust Fund.......................................................... 7
Year of Credited Service............................................ 7
i
<PAGE>
Year of Vesting Service............................................. 7
ARTICLE II........................................................... 9
Participation....................................................... 9
2.1 Eligibility and Commencement of Participation.................. 9
2.2 Provision of Information....................................... 9
2.3 Termination of Participation................................... 9
2.4 Special Rules Relating to Veterans' Reemployment Rights........ 9
ARTICLE III.......................................................... 10
Normal, Early and Deferred Retirement Benefits...................... 10
3.1 Normal Retirement Benefits..................................... 10
3.2 Early Retirement Benefits...................................... 10
3.3 Deferred Retirement Benefits................................... 10
3.4 Suspension of Benefits......................................... 12
3.5 Benefit Limitations............................................ 14
ARTICLE IV........................................................... 17
Termination Benefits................................................ 17
4.1 Termination of Service......................................... 17
4.2 Amount of Termination Benefit.................................. 17
ARTICLE V............................................................ 18
Refund of Employee Contributions.................................... 18
5.1 Disability Retirement.......................................... 18
5.2 Amount of Disability Retirement Benefit........................ 18
ARTICLE VI........................................................... 19
Payment of Retirement Benefits...................................... 19
6.1 Normal Form of Benefit......................................... 19
6.2 Optional Forms of Benefit...................................... 19
6.3 Election of Benefits........................................... 19
ARTICLE VII.......................................................... 22
Survivor's Benefits................................................. 22
7.1 Surviving Spouse's Benefit..................................... 22
7.2 Certain Former Employees....................................... 22
ARTICLE VIII......................................................... 23
Fiduciaries......................................................... 23
8.1 Named Fiduciaries.............................................. 23
8.2 Employment of Advisers......................................... 23
8.3 Multiple Fiduciary Capacities.................................. 23
8.4 Payment of Expenses............................................ 23
8.5 Indemnification................................................ 24
ARTICLE IX........................................................... 25
ii
<PAGE>
Plan Administration................................................. 25
9.1 Powers, Duties and Responsibilities of the Administrator....... 25
9.2 Delegation of Administration Responsibilities.................. 25
9.3 Committee Members.............................................. 26
ARTICLE X............................................................ 27
Funding of the Plan................................................. 27
10.1 Appointment of Trustee......................................... 27
10.2 Actuarial Cost Method.......................................... 27
10.3 Cost of the Plan............................................... 27
10.4 Funding Policy................................................. 27
10.5 Cash Needs of the Plan......................................... 28
10.6 Public Accountant.............................................. 28
10.7 Enrolled Actuary............................................... 28
10.8 Basis of Payments to the Plan.................................. 28
10.9 Basis of Payments from the Plan................................ 28
ARTICLE XI........................................................... 29
Plan Amendment or Termination....................................... 29
11.1 Plan Amendment or Termination.................................. 29
11.2 Limitations on Plan Amendment.................................. 29
11.3 Effect of Plan Termination..................................... 29
11.4 Allocation of Trust Fund on Termination........................ 30
ARTICLE XII.......................................................... 31
Miscellaneous Provisions............................................ 31
12.1 Subsequent Changes............................................. 31
12.2 Plan Mergers................................................... 31
12.3 No Assignment of Property Rights............................... 31
12.4 Beneficiary.................................................... 32
12.5 Benefits Payable to Minors, Incompetents and Others............ 32
12.6 Employment Rights.............................................. 33
12.7 Proof of Age and Marriage...................................... 33
12.8 Small Annuities................................................ 33
12.9 Controlling Law................................................ 33
12.10 Direct Rollover Option......................................... 33
12.11 Claims Procedure............................................... 34
12.12 Participation in the Plan by an Affiliate...................... 35
12.13 Action by Participating Employers.............................. 36
ARTICLE XIII......................................................... 37
Top Heavy Provisions................................................ 37
13.1 Top Heavy Definitions.......................................... 37
13.2 Determination of Top Heavy Status.............................. 40
13.3 Minimum Benefit Requirement for Top Heavy Plan................. 40
13.4 Vesting Requirement for Top Heavy Plan......................... 41
iii
<PAGE>
EXHIBIT A - Merged Plans............................................. 43
SUPPLEMENT 1 - Industrial Chemical Division, Green River, Wyoming.... 45
SUPPLEMENT 2 - Jetway Systems Division, Ogden, Utah.................. 49
SUPPLEMENT 3 - Packing Machinery Division, Green Bay, Wisconsin...... 52
SUPPLEMENT 4 - Agricultural Chemical Division, Fresno, California.... 54
SUPPLEMENT 5 - Sweeper Division, Pomona, California.................. 56
SUPPLEMENT 6 - Skull Point Mine, Kemmerer, Wyoming................... 57
SUPPLEMENT 7 - Commercial Segment, San Jose, California.............. 59
SUPPLEMENT 8 - Agriculture Chemical Division, Baltimore, Maryland.... 61
SUPPLEMENT 9 - Inorganic Chemical Division, Tonowanda, New York...... 64
SUPPLEMENT 10 - Industrial Chemicals Division, Carteret, New Jersey.. 67
SUPPLEMENT 11 - Smith Meter Plant, Erie, Pennsylvania................ 70
SUPPLEMENT 12 - Food Processing Machinery Division, Hoopeston,
Illinois............................................. 75
SUPPLEMENT 13 - Kemmerer Coke Plant, Kemmerer, Wyoming............... 78
SUPPLEMENT 14 - Industrial Chemical Division, Lawrence, Kansas....... 86
SUPPLEMENT 15 - Agricultural Chemical Division, Middleport, New York. 89
SUPPLEMENT 16 - Industrial Chemical Division, Newark, California..... 91
SUPPLEMENT 17 - Food and Pharmaceutical Products Division, Newark,
Delaware............................................. 93
SUPPLEMENT 18 - Industrial Chemical Division, Nitro, West Virginia... 95
SUPPLEMENT 19 - Industrial Chemical Division, Pocatello, Idaho....... 98
SUPPLEMENT 20 - Industrial Chemical Group, Spring Hill Plant, West
Virginia............................................. 101
iv
<PAGE>
FMC CORPORATION EMPLOYEES' RETIREMENT PROGRAM
PART II
UNION HOURLY EMPLOYEES' RETIREMENT PLAN
INTRODUCTION
The FMC Corporation Employees' Retirement Program ("Program"), previously
known as the FMC Corporation Salaried Employees' Retirement Plan ("Salaried
Plan"), was established, effective September 30, 1941, as the Employees'
Retirement Plan. The Salaried Plan was subsequently amended, certain plans were
subsequently merged into the Salaried Plan, including certain frozen and union
plans, and the Salaried Plan was renamed as the Program.
The Program consists of two parts, Part I Salaried and Nonunion Hourly
Employees' Retirement Plan and Part II Union Hourly Employees' Retirement Plan,
which are contained in two separate plan documents. Supplements to Part I and
Part II of the Program contain provisions which apply only to a specific group
of Employees or Participants as specified therein and override any contrary
provision of the Program or either Part I or Part II. This document is Part II
Union Hourly Employees' Retirement Plan ("Plan") and covers certain eligible
union hourly employees as provided in Article II Participation. This document is
an amendment and restatement of the Plan generally effective as of January 1,
1999, except as and to the extent otherwise provided herein. This document shall
not be construed to affect the making of contributions or alter the right to
participate in the Plan with respect to any Plan Year ending before January 1,
1999, to affect a Participant's accrued benefit for any such prior Plan Year or
to alter in any way the rights of a Participant or Beneficiary who has retired,
died or with respect to whom there has been a Severance From Service Date before
January 1, 1999.
The Plan is intended to be qualified under Code Section 401(a), and its
associated trust is intended to be tax exempt under Code Section 501(a). The
Plan is intended also to meet the requirements of ERISA and shall be construed
wherever possible to comply with the terms of the Code and ERISA. The Plan is
intended to provide a regular monthly retirement benefit for employees who meet
the eligibility requirements.
1
<PAGE>
ARTICLE I
Definitions
-----------
For purposes of this Plan and any amendments to it, the following
terms have the meanings ascribed to them below.
Actuarial Equivalent means a benefit determined to be of equal value
to another benefit on the basis of either (a) the UP-1984 Mortality Table and 8-
1/2% interest compounded annually or (b) the mortality table and interest rate
described in the applicable Supplement.
Notwithstanding the foregoing, for purposes of Section 12.8, Actuarial
Equivalent value shall be determined as follows:
(i) for Annuity Starting Dates occurring prior to June 1, 1995,
based on the actuarial assumptions described above; provided
that the interest rate shall not exceed the rate for immediate
annuities used by the Pension Benefit Guaranty Corporation for
plans terminating on the first day of the Plan Year that
contains the Annuity Starting Date;
(ii) for Annuity Starting Dates occurring on or after June 1, 1995,
with respect to any Participant who had an Hour of Service
prior to August 31, 1999, based on the 1983 Group Annuity
Mortality Table (weighted 50% male and 50% female) (or the
applicable mortality table prescribed under Section 417(e)(3)
of the Code) and the lesser of the interest rate described
above or the applicable interest rate prescribed under Section
417(e)(3) of the Code for the November preceding the Plan Year
that contains the Annuity Starting Date; and
(iii) for Annuity Starting Dates occurring on or after August 31,
1999, with respect to any Participant who did not have an Hour
of Service prior to August 31, 1999 based on the 1983 Group
Annuity Mortality Table (weighted 50% male and 50% female) (or
the applicable mortality table, prescribed under Section
417(e)(3) of the Code) and the applicable interest rate
prescribed under Section 417(e)(3) of the Code for the November
preceding the Plan Year that contains the Annuity Starting
Date.
Administrator means the Company. The Plan is administered by the
Company through the Committee. The Administrator and the Committee have the
responsibilities specified in Article IX.
2
<PAGE>
Affiliate means any corporation, partnership, or other entity that is:
(a) a member of a controlled group of corporations of which the
Company is a member (as described in Code Section 414(b));
(b) a member of any trade or business under common control with the
Company (as described in Code Section 414(c));
(c) a member of an affiliated service group that includes the Company
(as described in Code Section 414(m));
(d) an entity required to be aggregated with the Company pursuant to
regulations promulgated under Code Section 414(o); or
(e) a leasing organization that provides Leased Employees to the
Company or an Affiliate (as determined under paragraphs (a)
through (d) above), unless (i) the Leased Employees constitute
less than 20% of the nonhighly compensated workforce of the
Company and Affiliates (as determined under paragraphs (a)
through (d) above; and (ii) the Leased Employees are covered by a
plan described Code Section 414(n)(5).
"Leasing organization" has the meaning ascribed to it in the
definition of "Leased Employee" below.
For purposes of Section 3.5, the 80% thresholds of Code Sections
414(b) and (c) are deemed to be "more than 50%," rather than "at least 80%."
Annuity Starting Date means the first day of the first period for
which an amount is paid in an annuity or other form of benefit. In the case of
a lump sum distribution, the Annuity Starting Date is the date payment is
actually made.
Beneficiary means the person or persons determined pursuant to Section
12.4.
Board means the board of directors of the Company.
Code means the Internal Revenue Code of 1986, as amended from time to
time. Reference to a specific provision of the Code includes that provision, any
successor to it and any valid regulation promulgated under the provision or
successor provision.
Collective Bargaining Agreement means the collective bargaining
agreement referred to in the applicable Supplement.
Committee means the FMC Corporation Employee Welfare Benefits Plan
Committee, as described in Section 9.3, its authorized delegatee and any
successor to the Committee.
3
<PAGE>
Company means FMC Corporation, a Delaware corporation, and any
successor to it.
Early Retirement Benefit means the benefits determined pursuant to
Section 3.2.
Early Retirement Date means the later of the Participant's 55th
birthday and the date he or she acquires 10 Years of Credited Service.
Effective Date means January 1, 1999 or, if later, an Employee's
Employment Commencement Date or Reemployment Commencement Date, whichever is
applicable.
Eligible Employee means an Employee of a Participating Employer, other
than a Leased Employee, who is employed on an hourly basis and covered by the
applicable Collective Bargaining Agreement which specifically provides for Plan
participation, or to whom coverage under the Plan is extended by the Company.
Employee means a common law employee or Leased Employee of the Company
or an Affiliate, subject to the following rules:
(a) a person who is not a Leased Employee and who is engaged as an
independent contractor is not an Employee;
(b) only individuals who are paid as employees from the payroll of
the Company or an Affiliate and treated as employees are
Employees under the Plan; and
(c) any person retroactively found to be a common law employee shall
not be eligible to participate in the Plan for any period he was
not an Employee under the Plan.
Employment Commencement Date means the date on which the Employee
first performs an Hour of Service.
ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time. Reference to a specific provision of ERISA includes
the provision, any successor provision and any valid regulation promulgated
under the provision or successor provision.
50% Joint and Survivor's Annuity means an immediate annuity which is
the Actuarial Equivalent of an Individual Life Annuity, but which provides a
smaller monthly annuity for the Participant's life than an Individual Life
Annuity. After the Participant's death, 50% of such reduced annuity will be paid
to the Participant's surviving spouse for such spouse's life.
4
<PAGE>
Hour of Service means each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliate for the
performance of duties.
Individual Life Annuity means an immediate annuity which provides
equal monthly payments for the Participant's life only.
Investment Manager means a person who is an "investment manager" as
defined in section 3(38) of ERISA.
Leased Employee means an individual who performs services for the
Company or an Affiliate on a substantially full-time basis for a period of at
least 1 year, under the primary direction or control of the Company or an
Affiliate, and under an agreement between the Company or Affiliate and a leasing
organization. The leasing organization can be a third party or the Leased
Employee himself.
Normal Retirement Benefit means the benefits determined pursuant to
Section 3.1.
Normal Retirement Date means the Participant's 65th birthday, except
as otherwise provided in the applicable Supplement.
100% Joint and Survivor's Annuity means an immediate annuity which is
the Actuarial Equivalent of an Individual Life Annuity, but which provides a
smaller monthly annuity for the Participant's life than a 50% Joint and Survivor
Annuity. After the Participant's death, 100% of such reduced annuity will
continue to be paid to the Participant's surviving spouse for such spouse's
life.
One-Year Period of Severance means a 12-consecutive-month period
commencing on an Employee's Severance From Service Date in which the Employee is
not credited with an Hour of Service.
Participant means an Eligible Employee who has begun but not ended his
or her participation in the Plan pursuant to the provisions of Article II.
Participating Employer means the Company and each other Affiliate that
adopts the Plan with the consent of the Board, as provided in Section 12.12.
Period of Service means the period commencing on the Effective Date
and ending on the Severance From Service Date. All Periods of Service (whether
or not consecutive) shall be aggregated. Notwithstanding the foregoing, if an
Employee incurs a One-Year Period of Severance at a time when he or she has no
vested interest under the Plan and the Employee does not perform an Hour of
Service within 5 years after the beginning of the One-Year Period of Severance,
or fails to complete a Period of Service of 1 year after he or she performs an
Hour of Service following the One-Year Period of Severance, the Period of
Service prior to such One-Year Period of Severance shall not be aggregated.
5
<PAGE>
Period of Severance means the period commencing on the Severance From
Service Date and ending on the date on which the Employee again performs an Hour
of Service.
Plan means Part II Union Hourly Employees' Retirement Plan of the FMC
Corporation Employees' Retirement Program.
Plan Year means the 12-month period beginning on January 1 and ending
the next December 31.
Reemployment Commencement Date means the first date following a Period
of Severance which is not required to be taken into account for purposes of an
Employee's Period of Vesting Service on which the Employee performs an Hour of
Service.
Severance From Service Date means the earliest of:
(a) the date on which an Employee voluntarily terminates, retires,
is discharged or dies;
(b) the first anniversary of the first date of a period in which an
Employee remains absent from service (with or without pay) with
the Company and Affiliates for any reason other than voluntary
termination, retirement, discharge or death; or
(c) the second anniversary of the date an Employee is absent
pursuant to a maternity or paternity leave of absence; provided,
however, that the period between the first and second
anniversaries of the first date of such absence shall be neither
a Period of Service nor a One-Year Period of Severance.
Notwithstanding the foregoing, a Severance From Service Date shall not
be considered to have occurred under the following circumstances:
(i) during a leave of absence, vacation or holiday with pay;
(ii) during a leave of absence without pay granted by reason of
disability or under the Family and Medical Leave Act of 1993;
(iii) during a period of qualified military service, provided the
Employee makes application to return within 90 days after
completion of active service and returns to active employment as
an Employee while reemployment rights are protected by law. If
the Employee does not so return, the Employee shall have a
Severance From Service Date on the first anniversary of the date
of entry into military service.
If the Employee violates the terms of a leave of absence, the Employee
shall be deemed to have voluntarily terminated as of the date of such violation.
In the case of a leave in excess of 12 months, if the Employee fails to return
to active employment immediately after such
6
<PAGE>
leave, the Employee shall be deemed to have voluntarily terminated as of the
last day of the 12th month of the leave.
A "maternity or paternity leave of absence" means an absence from work
by reason of the Employee's pregnancy, birth of the Employee's child, placement
of a child with the Employee in connection with the adoption of such child, or
any absence for the purpose of caring for such child for a period immediately
following such birth or placement.
Supplement means the provisions of the Plan which apply only to a
specific group of Employees or Participants as detailed in such Supplement and
which override any contrary provision of the Plan.
Total and Permanent Disability has the meaning assigned thereto in the
applicable Supplement.
Trust means the trust established by the Trust Agreement. "Trust
Agreement" means the trust agreement or agreements, as amended from time to
time, entered into by the Company and the Trustee pursuant to Section 8.1.
"Trustee" means the trustee or trustees at any time appointed by the Company
pursuant to Section 8.1.
Trust Fund means the trust fund established and maintained by the
Trustee to hold all assets of the Plan pursuant to the Trust Agreement.
Year of Credited Service means (a) the Employee's Years of Credited
Service prior to the Effective Date, and (b) the total number of calendar months
during the Employee's Period of Service while the Employee is an Eligible
Employee and after he has become a Participant divided by 12. A partial month in
such Period of Service counts as a whole month, and fractional Years of Credited
Service shall be taken into account in determining a Participant's benefits.
Year of Credited Service shall also include such other periods as the Company
recognizes as a Year of Credited Service, pursuant to written and
nondiscriminatory rules.
Notwithstanding the foregoing, Credited Service shall not include: (i)
any leave of absence without pay unless the Employee returns to active
employment as an Employee immediately after such leave and abides by all the
terms of the leave, (ii) any maternity or paternity leave of absence unless the
Employee returns to active employment as an Employee within 12 months after the
first day of such leave, or (iii) any period of service with respect to which
such Eligible Employee accrues a benefit under any pension, profit sharing or
other retirement plan listed on Exhibit A.
Year of Vesting Service means (a) the Employee's Years of Service
prior to the Effective Date, and (b) the total number of calendar months during
the Employee's Period of Service divided by 12, determined in accordance with
the following rules:
(i) a partial month in the Employee's Period of Service counts as a
whole month;
7
<PAGE>
(ii) if the Employee has a Severance From Service Date by reason of
a voluntary termination, discharge or retirement and the
Employee then performs 1 Hour of Service within 12 months of
the Severance From Service Date, such Period of Severance is
included in the Period of Service. If the Employee has a
Severance From Service Date by reason of a voluntary
termination, discharge or retirement during an absence from
service of 12 months or less for any reason other than a
voluntary termination, discharge or retirement, and then
performs 1 Hour of Service within 12 months of the date on
which the Employee was first absent from service, such Period
of Severance is included in the Period of Service;
(iii) period of Service also includes the following:
(1) a period of employment with an employer substantially all
of the equity interest or assets of which have been
acquired by the Company or an Affiliate, but only to the
extent that the Company expressly recognizes such period
as a Period of Service pursuant to written and
nondiscriminatory rules; and
(2) such other periods as the Company recognizes as a Period
of Service pursuant to written and nondiscriminatory
rules.
8
<PAGE>
ARTICLE II
Participation
-------------
2.1 Eligibility and Commencement of Participation
---------------------------------------------
Except as otherwise provided in the applicable Supplement, each Employee
shall automatically become a Participant in the Plan as of the date he or she
satisfies all of the following requirements:
(a) the Employee is an Eligible Employee; and
(b) the Employee either (i) is a permanent, full-time employee, or (ii)
has completed not less than 1,000 Hours of Service in a 12-month
period beginning on the Employee's Employment Commencement Date or
any anniversary thereof.
2.2 Provision of Information
------------------------
Each Participant must make available to the Administrator any
information it reasonably requests. As a condition of participation in the
Plan, an Employee agrees, on his or her own behalf and on behalf of all persons
who may have or claim any right by reason of the Employee's participation in the
Plan, to be bound by all provisions of the Plan.
2.3 Termination of Participation
----------------------------
A Participant ceases to be a Participant when he or she dies or, if
earlier, when his or her entire vested benefit accrued under the Plan has been
paid to him or her.
2.4 Special Rules Relating to Veterans' Reemployment Rights
-------------------------------------------------------
Notwithstanding any provision of this Plan to the contrary, with
respect to an Eligible Employee or Participant who is reemployed in accordance
with the reemployment provisions of the Uniformed Services Employment and
Reemployment Rights Act following a period of qualifying military service (as
determined under such Act), contributions, benefits and service credit will be
provided in accordance with Section 414(u) of the Code.
9
<PAGE>
ARTICLE III
Normal, Early and Deferred Retirement Benefits
----------------------------------------------
3.1 Normal Retirement Benefits
--------------------------
3.1.1 Normal Retirement: A Participant who retires on the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2. Payment of such benefit shall commence as of the
first day of the month coincident with or next following the Participant's
Normal Retirement Date, unless the Participant elects to defer commencement
subject to Section 3.3.2.
3.1.2 Amount of Normal Retirement Benefit: A Participant's monthly
Normal Retirement Benefit shall be equal to the amount determined in accordance
with the applicable Supplement.
3.2 Early Retirement Benefits
-------------------------
3.2.1 Early Retirement: A Participant who retires on or after the
Early Retirement Date shall be entitled to receive an Early Retirement Benefit
determined under Section 3.2.2. Payment of such benefit shall commence as of
the first of the month coincident with or next following the Participant's Early
Retirement Date or, if the Participant elects, as of the first day of any
subsequent month, but not later than the Normal Retirement Date. Any such
election of a deferred commencement date may be revoked at any time prior to
such date and a new date may be elected by giving advance written notice to the
Administrator in accordance with rules prescribed by the Administrator.
3.2.2 Amount of Early Retirement Benefit: Subject to Section 3.2.3,
a Participant's monthly Early Retirement Benefit shall be equal to an amount
determined pursuant to Section 3.1.2 as in effect on the date the Participant's
Years of Credited Service terminate, based on the Participant's Years of
Credited Service as of such date.
3.2.3 Early Retirement Reduction Factor: If a Participant's Early
Retirement Benefit commences prior to the Participant's Normal Retirement Date,
the Participant's Early Retirement Benefit computed pursuant to Section 3.2.2
shall be reduced in accordance with the applicable Supplement.
3.3 Deferred Retirement Benefits
----------------------------
3.3.1 Deferred Retirement: A Participant who retires after the Normal
Retirement Date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2 commencing as of the first day of the month
coinciding with or next following the date the Participant actually retires.
Each Participant shall accrue additional benefits hereunder
10
<PAGE>
after the Participant's Normal Retirement Date with respect to the portion of
the Normal Retirement Benefit which is attributable to contributions by the
Company.
3.3.2 Distribution Requirements: Except as hereinafter provided, unless
the Participant elects otherwise in accordance with the terms of the Plan,
payment of a Participant's retirement benefits will begin no later than 60 days
after the close of the Plan Year in which the latest of the following events
occurs:
(a) the Participant's 65th birthday;
(b) the 10th anniversary of the year in which the Participant
commenced participation in the Plan; and
(c) the Participant terminates employment with the Company and all
Affiliates.
If the amount of the payment required to commence on the date
determined under this Section 3.3.2 cannot be ascertained by such date, or if it
is not possible to make such payment on such date because the Administrator
cannot locate the Participant after making reasonable efforts to do so, a
payment retroactive to such date may be made no later than 60 days after the
earliest date on which the amount of such payment can be ascertained under this
Plan or the date the Participant is located.
Notwithstanding any other provision of this Plan:
(i) the accrued benefit of a Participant who attains age 70-1/2 on
or after January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the later of (1)
the calendar year in which the Participant attains age 70-1/2 or
(2) the calendar year in which the Participant retires (unless
the Participant is a 5% owner, as defined in Code Section 416,
of the Company with respect to the Plan Year in which the
Participant attains age 70-1/2, in which case this Subsection
(2) shall not apply); and
(ii) the accrued benefit of a Participant who attains age 70-1/2
prior to January 1, 2000 must be distributed or commence to be
distributed no later than the April 1 following the calendar
year in which the Participant attains age 70-1/2 unless the
Participant is not a 5% owner (as defined in Subsection (i)) and
elects to defer distribution to the calendar year in which the
Participant retires.
All Plan distributions will comply with Code Section 401(a)(9),
including Department of Treasury Regulation Section 1.401(a)(9)-2.
11
<PAGE>
3.4 Suspension of Benefits
----------------------
3.4.1 Prior to Normal Retirement Date: If a Participant receives
retirement benefits under the Plan following a termination of employment prior
to the Participant's Normal Retirement Date and again becomes an Employee prior
to Normal Retirement Date, no retirement benefits shall be paid during such
later period of employment and up to Normal Retirement Date. Any benefits
payable under the Plan to or on behalf of the Participant at the time of the
Participant's subsequent termination of employment shall be reduced by the
Actuarial Equivalent of any benefits paid to the Participant after the
Participant's earlier termination and prior to the Participant's Normal
Retirement Date.
3.4.2 After Normal Retirement Date: If (a) a Participant whose
employment terminates again becomes an Employee after the Participant's Normal
Retirement Date, or again becomes an Employee prior to the Participant's Normal
Retirement Date and continues in employment beyond the Participant's Normal
Retirement Date, or (b) a Participant continues in employment with the Company
and Affiliates after the Participant's Normal Retirement Date without a prior
termination, the following provisions of this Section 3.4.2 shall apply to the
Participant as of the Participant's Normal Retirement Date or, if later, the
Participant's date of reemployment.
(i) For purposes of this Section 3.4.2, the following definitions
shall apply:
(1) Postretirement Date Service means each calendar month after a
Participant's Normal Retirement Date and subsequent to the
time that:
(A) payment of retirement benefits commenced to the
Participant if the Participant returned to employment
with the Company and Affiliates, or
(B) payment of retirement benefits would have commenced to
the Participant if the Participant had not remained in
employment with the Company and Affiliates,
if in either case the Participant receives pay from the
Company and Affiliates for any Hours of Service performed on
each of 8 or more days (or separate work shifts) in such
calendar month.
(2) Suspendable Amount means the monthly retirement benefits
otherwise payable in a calendar month in which the
Participant is engaged in Postretirement Date Service.
(ii) Payment shall be permanently withheld on a portion of a
Participant's retirement benefits, not in excess of the
Suspendable Amount, for each
12
<PAGE>
calendar month during which the Participant is employed in
Postretirement Date Service.
(iii) If payments have been suspended pursuant to Subsection (ii)
above, such payments shall resume no later than the first day
of the third calendar month after the calendar month in which
the Participant ceases to be employed in Postretirement Date
Service; provided, however, that no payments shall resume until
the Participant has complied with the requirements set forth in
Subsection (vi) below. The initial payment upon resumption
shall include the payment scheduled to occur in the calendar
month when payments resume and any amounts withheld during the
period between the cessation of Postretirement Date Service and
the resumption of payment, less any amounts that are subject to
offset pursuant to Subsection (iv) below.
(iv) Retirement benefits made subsequent to Postretirement Date
Service shall be reduced by (1) the Actuarial Equivalent of any
benefits paid to the Participant prior to the time the
Participant is reemployed after the Participant's Normal
Retirement Date (such reduction will occur only if such
benefits are not repaid in full to the Trust within two years
after the Participant's date of reemployment); and (2) the
amount of any payments previously made during those calendar
months in which the Participant was engaged in Postretirement
Date Service; provided, however, that such reduction under
Subsection (2) shall not exceed, in any one month, 25% percent
of that month's total retirement benefits (excluding amounts
described in Subsection (ii) above) that would have been due
but for the offset.
(v) Any Participant whose retirement benefits are suspended
pursuant to Subsection (ii) of this Section 3.4.2 shall be
notified (by personal delivery or certified or registered mail)
during the first calendar month in which payments are withheld
that the Participant's retirement benefits are suspended. Such
notification shall include:
(1) a description of the specific reasons for the suspension
of payments;
(2) a general description of the Plan provisions relating to
the suspension;
(3) a copy of the provisions;
(4) a statement to the effect that applicable Department of
Labor Regulations may be found at Section 2530.203-3 of
Title 29 of the Code of Federal Regulations;
13
<PAGE>
(5) the procedure for appealing the suspension, which procedure
shall be governed by Section 12.11; and
(6) the procedure for filing a benefits resumption notification
pursuant to Subsection (vi) below.
If payments subsequent to the suspension are to be reduced by
an offset pursuant to Subsection (iv) above, the notification
shall specifically identify the periods of employment for which
the amounts to be offset were paid, the Suspendable Amounts
subject to offset, and the manner in which the Plan intends to
offset such Suspendable Amounts.
(vi) Payments shall not resume as set forth in Subsection (iii)
above until a Participant performing Postretirement Date
Service notifies the Administrator in writing of the cessation
of such Service and supplies the Administrator with such proof
of the cessation as the Administrator may reasonably require.
(vii) A Participant may request, pursuant to the procedure contained
in Section 12.11, a determination whether specific contemplated
employment will constitute Postretirement Date Service.
3.5 Benefit Limitations
-------------------
3.5.1 Limitation on Accrued Benefit: Notwithstanding any other
provision of the Plan, the annual benefit payable under the Plan to a
Participant, when expressed as a monthly benefit commencing at the Participant's
Social Security Retirement Age (as defined in Code Section 415(b)(8)), shall not
exceed the lesser of (a) $7,500 or (b) the highest average of the Participant's
monthly compensation for 3 consecutive calendar years, subject to the following:
(i) The maximum shall apply to the Individual Life Annuity and to
that portion of the 100% (or 50%, as applicable) Joint and
Survivor's Annuity payable to the Participant during his
lifetime.
(ii) If a Participant has fewer than 10 years of participation in
the Plan, the maximum dollar limitation of Subsection (a) above
shall be multiplied by a fraction of which the numerator is the
Participant's actual years of participation in the Plan
(computed to fractional parts of a year) and the denominator is
10. If a Participant has fewer than 10 Years of Vesting
Service, the maximum compensation limitation in Subsection (b)
above shall be multiplied by a fraction of which the numerator
is the Years of Vesting Service (computed to fractional parts
of a year) and the denominator is 10. Provided, however, that
in no event shall such dollar or compensation limitation, as
applicable, be less than 1/10th of such limitation determined
without regard to any adjustment under this Subsection (ii).
14
<PAGE>
(iii) As of January 1 of each year, 1/12th of the dollar limitation
as determined by the Commissioner of Internal Revenue for that
calendar year to reflect increases in the cost of living shall
become effective as the maximum dollar limitation in Subsection
(a) above for the Plan Year ending within that calendar year
for Participants terminating in or after such Plan Year.
(iv) The dollar limitation under Subsection (a) above shall be
modified as follows to reflect commencement of retirement
benefits on a date other than the Participant's Social Security
Retirement Age:
(1) If the Participant's Social Security Retirement Age is 65,
the dollar limitation for benefits commencing on or after
age 62 is determined by reducing the dollar limitation
under Subsection (a) above by 5/9ths of 1% for each month
by which benefits commence before the month in which the
Participant attains age 65;
(2) If the Participant's Social Security Retirement Age is
greater than 65, the dollar limitation for benefits
commencing on or after age 62 is determined by reducing the
dollar limitation under Subsection (a) above by 5/9ths of
1% for each of the first 36 months and by 5/12ths of 1% for
each of the additional months by which benefits commence
before the month in which the Participant attains Social
Security Retirement Age;
(3) If the Participant's benefit commences prior to age 62, the
dollar limitation shall be the actuarial equivalent of
Subsection (a) above, payable at age 62, as determined
above, reduced for each month by which benefits commence
before the month in which the Participant attains age 62.
Actuarial equivalence shall be determined using the greater
of the interest rate assumption under the Plan for
determining early retirement benefits or 5% per year. The
mortality basis for determining Actuarial Equivalence for
terminations prior to January 1, 1995 shall be the 1983
Group Annuity Mortality Table (weighted 50% male and 50%
female);
(4) In the case of a Participant whose retirement benefit
commences after Social Security Retirement Age, the dollar
limitation shall be the actuarial equivalent of Subsection
(a) above payable at Social Security Retirement Age, using
the lesser of the interest rate assumption under the Plan
or 5% per year. The mortality basis for determining
Actuarial Equivalence for terminations prior to January 1,
1995 shall be the 1983 Group Annuity Mortality Table
(weighted 50% male and 50% female).
15
<PAGE>
(v) Notwithstanding the foregoing, the maximum as applied to any
Employee on April 1, 1987 shall in no event be less than the
Participant's "current accrued benefit" as of March 31, 1987,
as that term is defined in Section 1106 of the Tax Reform Act
of 1986.
(vi) The maximum shall apply to the benefits payable to a Participant
under the Plan and all other tax-qualified defined benefit plans
of the Company and Affiliates (whether or not terminated), and
benefits shall be reduced, if necessary, in the reverse of the
chronological order of participation in such plans.
3.5.2 Multiple Plan Reduction: With respect to a Participant who did
not have 1 Hour of Service after December 31, 1999 and who is (or has been) a
participant in any defined contribution plan (whether or not terminated)
maintained by the Company or an Affiliate, the sum of the Participant's defined
benefit plan fraction (as defined under Code Section 415(e)(2)) and defined
contribution plan fraction (as defined under Code Section 415(e)(3)) shall not
exceed 1. If such sum exceeds 1, the participant's defined benefit plan
fraction shall be reduced until such sum equal 1.
16
<PAGE>
ARTICLE IV
Termination Benefits
--------------------
4.1 Termination of Service
----------------------
Except as provided in the applicable Supplement, a Participant who has
5 Years of Vesting Service but who ceases to be an Employee before the
Participant's Early Retirement Date for any reason other than death shall be
entitled to receive a "Termination Benefit" determined under Section 4.2. Except
as provided in the applicable Supplement, payment of such benefit shall commence
as of the first day of the month coincident with or next following the
Participant's Normal Retirement Date, unless the Participant elects to defer
commencement subject to Section 3.3.2. Except as provided in the applicable
Supplement, if the Participant satisfies the age requirement for an Early
Retirement Benefit, the Participant may elect payment of the Actuarial
Equivalent of the Participant's Termination Benefit to commence as of the first
day of any month before such Normal Retirement Date and coincident with or
following the Participant's Early Retirement Date. Any such election of the
earlier Annuity Starting Date shall be made by giving advance written notice to
the Administrator in accordance with rules prescribed by the Administrator.
Except as provided in Article V and Article VII, no benefits shall be payable to
any person if the Participant dies prior to the Annuity Starting Date. A
terminated Participant who has no vested interest in the Participant's accrued
benefit shall be deemed to have received a distribution of the Participant's
entire vested benefit.
4.2 Amount of Termination Benefit
-----------------------------
Except as provided in the applicable Supplement, a Participant's monthly
Termination Benefit shall be determined pursuant to Section 3.1.2 as in effect
on the date his Years of Credited Service terminate based on the Participant's
Years of Credited Service as of such date. Except as provided in the applicable
Supplement, if payment of the Participant's Termination Benefit commences before
the Normal Retirement Date, the amount of the monthly benefit shall be reduced
to an Actuarial Equivalent to reflect such earlier commencement.
17
<PAGE>
ARTICLE V
Disability Retirement Benefits
------------------------------
5.1 Disability Retirement
---------------------
To the extent provided in the applicable Supplement, a Participant who
is an Employee and who satisfies the requirements for Disability Retirement in
the applicable Supplement shall be entitled to receive a Disability Retirement
Benefit determined under Section 5.2. If a Participant's Total and Permanent
Disability ceases, the payment of the Participant's Disability Retirement
Benefit shall cease.
5.2 Amount of Disability Retirement Benefit
---------------------------------------
A Participant's Disability Retirement Benefit shall be determined
pursuant to the applicable Supplement as in effect on the date the Participant's
Years of Credited Service terminate.
18
<PAGE>
ARTICLE VI
Payment of Retirement Benefits
------------------------------
6.1 Normal Form of Benefit
----------------------
Except as otherwise provided in the applicable Supplement, a
Participant's benefit shall be paid in the form of a 100% Joint and Survivor's
Annuity, with the Participant's spouse as joint annuitant if the Participant is
married on the Annuity Starting Date, and in the form of an Individual Life
Annuity if the Participant is not married on the Annuity Starting Date, unless
the Participant elects not to receive payments pursuant to this Section 6.1 and
to receive payments in one of the optional forms permitted under Section 6.2. An
election not to receive the normal form of benefit and to receive payment in an
optional form shall satisfy the applicable requirements of Section 6.3.
6.2 Optional Forms of Benefit
-------------------------
Except as otherwise provided in the applicable Supplement, a married
Participant may elect, with spousal consent and in accordance with Section 6.3,
to receive the Participant's benefits in the form of an Individual Life Annuity.
6.3 Election of Benefits
--------------------
6.3.1 The Administrator shall provide each Participant with a written
notice containing the following information:
(a) a general description of the normal form of benefit payable under
the Plan;
(b) the Participant's right to make and the effect of an election to
waive the normal form of benefit;
(c) the right of the Participant's spouse not to consent to the
Participant's election under Section 6.1;
(d) the right of Participant to revoke such election, and the effect
of such revocation;
(e) the optional forms of benefits available under the Plan; and
(f) the Participant's right to request in writing information on the
particular financial effect of an election by the Participant to
receive an optional form of benefit in lieu of the normal form of
benefit.
19
<PAGE>
6.3.2 The notice under Section 6.3.1 shall be provided to the
Participant at each of the following times as shall be applicable to him:
(a) not more than 90 days and not less than 30 days after a
Participant who is in the employ of the Company or an Affiliate
gives notice of the Participant's intention to terminate
employment and commence receipt of the Participant's retirement
benefits under the Plan; or
(b) not more than 90 days and not less than 30 days prior to the
attainment of age 65 of a Participant (whether or not the
Participant has terminated employment) who has not previously
commenced receiving retirement benefits.
The election period in Section 6.3.3 for a Participant who requests
additional information during the election period will be extended until 90 days
after the additional information is mailed or personally delivered. Any such
request shall be made only within 90 days after the date the information
described in Section 6.3.1 is given to the Participant, and the Administrator
shall not be obligated to comply with more than one such request. Any
information provided pursuant to this Section 6.3.2 will be given to the
Participant within 30 days after the date of the Participant's request and will
be based upon the estimated benefits to which the Participant will be entitled
as of the later of the first day on which such benefits could commence or the
last day of the Plan Year in which the Participant's request is received. If a
Participant files an election (or revokes an election) pursuant to this Section
6.3 less than 60 days prior to the Annuity Starting Date, such Participant's
initial payments may be delayed for administrative reasons. In such event, the
payments shall begin as soon as practicable and shall be made retroactively to
such date.
6.3.3 A Participant may make the election provided in Section 6.1 by
filing the prescribed form with the Administrator at any time during the
election period. The election period shall begin 90 days prior to the
Participant's Annuity Starting Date. Such election shall be subject to the
written consent of the Participant's spouse, acknowledging the effect of the
election and witnessed by a Plan representative or a notary public. Such spousal
consent shall not be required if the Participant establishes to the satisfaction
of the Administrator that the consent of the spouse may not be obtained because
there is no spouse or the spouse cannot be located. A spouse's consent shall be
irrevocable. The election in Section 6.1 may be revoked or changed at any time
during the election period but shall be irrevocable thereafter.
6.3.4 Notwithstanding Section 6.3.3:
(a) distribution of benefits may commence less than 30 days after
the notice required pursuant to Section 6.3.1 is provided if:
(i) the Participant elects to waive the requirement that
notice be given at least 30 days prior to the Annuity
Starting Date; and
20
<PAGE>
(ii) the distribution commences more than 7 days after such
notice is provided.
(b) The notice described in Section 6.3.1 may be provided after the
Annuity Starting Date, in which case the applicable election
period shall not end before the 30th day after the date on which
such notice is provided, unless the Participant elects to waive
the 30-day notice requirements pursuant to Subsection (a) above.
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ARTICLE VII
Survivor's Benefits
-------------------
7.1 Surviving Spouse's Benefit
--------------------------
If a Participant who has 5 or more Years of Vesting Service dies
before the Annuity Starting Date and leaves a surviving spouse to whom the
Participant has been married for at least 12 months, the Participant's surviving
spouse shall be entitled to receive a survivor's benefit for life. Except as
otherwise provided in the applicable Supplement, the amount of such survivor's
benefit shall be determined pursuant to Section 4.2 based upon the Participant's
age and Years of Credited Service on the date of the Participant's death and
paid in the form of a 50% Joint and Survivor's Annuity as if the Participant had
died on the day before such benefits commence. Except as otherwise provided in
the applicable Supplement, payment of the survivor's benefit shall commence on
the first day of the month coincident with or next following the later of the
first date the Participant could have commenced an Early Retirement Benefit or
the Participant's death, unless the Participant's spouse elects to commence
payment of benefits as of the first day of any subsequent month, but not later
than the Participant's Normal Retirement Date.
7.2 Certain Former Employees
------------------------
Participants who have 10 Years of Vesting Service but who are not
credited with an Hour of Service on or after August 23, 1984 and are not
receiving benefits on that date shall be entitled to elect survivor's benefits
only as follows:
(a) if the Participant is credited with an Hour of Service under this
Plan or a predecessor plan on or after September 2, 1974, but is
not otherwise credited with an Hour of Service in a Plan Year
beginning on or after January 1, 1976, the Participant shall be
afforded an opportunity to elect payment of benefits in the form
of a 100% Joint and Survivor's Annuity; or
(b) if the Participant is credited with an Hour of Service under this
Plan or a predecessor plan in a Plan Year beginning after
December 31, 1975, the Participant shall be afforded the
opportunity to elect a Surviving Spouse's Benefit under Section
7.1.
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ARTICLE VIII
Fiduciaries
-----------
8.1 Named Fiduciaries
-----------------
8.1.1 The Company is the Plan sponsor and a "named fiduciary" with
respect to control over and management of the Plan's assets only to the extent
that it (a) shall appoint the members of the Committee which administers the
Plan at the Administrator's direction; (b) shall delegate its authorities and
duties as "plan administrator," as defined under ERISA, to the Committee; and
(c) shall continually monitor the performance of the Committee.
8.1.2 The Company, as Administrator, and the Committee, which
administers the Plan at the Administrator's direction, are "named fiduciaries"
of the Plan, as that term is defined in ERISA Section 402(a)(2), with authority
to control and manage the operation and administration of the Plan. The
Administrator is also the "administrator" and "plan administrator" of the Plan,
as those terms are defined in ERISA Section 3(16)(A) and Code Section 414(g),
respectively.
8.1.3 The Trustee is a "named fiduciary" of the Plan, as that term is
defined in ERISA Section 402(a)(2), with authority to manage and control all
Trust assets, except to the extent that authority is delegated to an Investment
Manager or to the extent the Administrator or the Committee directs the
allocation of Trust assets among general investment categories.
8.1.4 The Company, the Administrator, and the Trustee are the only
named fiduciaries of the Plan.
8.2 Employment of Advisers
----------------------
A named fiduciary, and any fiduciary appointed by a named fiduciary,
may employ one or more persons to render advice regarding any of the named
fiduciary's or fiduciary's responsibilities under the Plan.
8.3 Multiple Fiduciary Capacities
-----------------------------
Any named fiduciary and any other fiduciary may serve in more than one
fiduciary capacity with respect to the Plan.
8.4 Payment of Expenses
-------------------
All Plan expenses, including expenses of the Administrator, the
Committee, the Trustee, any Investment Manager and any insurance company, will
be paid by the Trust Fund, unless a Participating Employer elects to pay some or
all of those expenses.
23
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8.5 Indemnification
---------------
To the extent not prohibited by state or federal law, each
Participating Employer agrees to, and will indemnify and save harmless the
Administrator, any past, present, additional or replacement member of the
Committee, and any other employee, officer or director of that Participating
Employer, from all claims for liability, loss, damage (including payment of
expenses to defend against any such claim) fees, fines, taxes, interest,
penalties and expenses which result from any exercise or failure to exercise any
responsibilities with respect to the Plan, other than willful misconduct or
willful failure to act.
24
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ARTICLE IX
Plan Administration
-------------------
9.1 Powers, Duties and Responsibilities of the Administrator and the
Committee
9.1.1 The Administrator and the Committee have full discretion and
power to construe the Plan and to determine all questions of fact or
interpretation that may arise under it. Interpretation of the Plan or
determination of questions of fact regarding the Plan by the Administrator or
the Committee will be conclusively binding on all persons interested in the
Plan.
9.1.2 The Administrator and the Committee have the power to
promulgate such rules and procedures, to maintain or cause to be maintained such
records, and to issue such forms as it deems necessary or proper to administer
the Plan.
9.1.3 Subject to the terms of the Plan, the Administrator and/or the
Committee will determine the time and manner in which all elections authorized
by the Plan must be made or revoked.
9.1.4 The Administrator and the Committee have all the rights,
powers, duties and obligations granted or imposed upon them elsewhere in the
Plan.
9.1.5 The Administrator and the Committee have the power to do all
other acts in the judgment of the Administrator or the Committee necessary or
desirable for the proper and advantageous administration of the Plan.
9.1.6 The Administrator and the Committee will exercise all
responsibilities in a uniform and nondiscriminatory manner.
9.2 Delegation of Administration Responsibilities
The Administrator and the Committee may designate by written
instrument one or more actuaries, accountants or consultants as fiduciaries to
carry out, where appropriate, the administrative responsibilities, including
their fiduciary duties. The Committee may from time to time allocate or
delegate to any subcommittee, member of the Committee and others, not
necessarily employees of the Company, any of its duties relative to compliance
with ERISA, administration of the Plan and related matters, including involving
the exercise of discretion. The Company's duties and responsibilities under the
Plan shall be carried out by its directors, officers and employees, acting on
behalf of and in the name of the Company in their capacities as directors,
officers and employees, and not as individual fiduciaries. No director, officer
nor employee of the Company shall be a fiduciary with respect to the Plan unless
he or she is specifically so designated and expressly accepts such designation.
25
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9.3 Committee Members
The Committee shall consist of not less than 3 people, who need not be
directors, and shall be appointed by the Chief Executive Officer of the Company.
Any Committee member may resign and the Chief Executive Officer may remove any
Committee member, with or without cause, at any time. A majority of the members
of the Committee shall constitute a quorum for the transaction of business and
the act of a majority of the Committee members at a meeting at which a quorum is
present shall be the act of the Committee. The Committee can act by written
consent signed by all of its members. Any members of the Committee who are
Employees shall not receive compensation for their services for the Committee.
No Committee member shall be entitled to act on or decide any matter relating
solely to his or her status as a Participant.
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<PAGE>
ARTICLE X
Funding of the Plan
-------------------
10.1 Appointment of Trustee
The Committee or its authorized delegatee will appoint the Trustee and
either may remove it. The Trustee accepts its appointment by executing the
Trust Agreement. A Trustee will be subject to direction by the Committee or its
authorized delegatee or, to the extent specified by the Company, by an
Investment Manager, and will have the degree of discretion to manage and control
Plan assets specified in the Trust Agreement. Neither the Company nor any other
Plan fiduciary will be liable for any act or omission to act of a Trustee, as to
duties delegated to the Trustee.
10.2 Actuarial Cost Method
The Committee or its authorized delegatee shall determine the
actuarial cost method to be used in determining costs and liabilities under the
Plan pursuant to Section 301 et seq., of ERISA and Section 412 of the Code. The
Committee or its authorized delegatee shall review such actuarial cost method
from time to time, and if it determines from review that such method is no
longer appropriate, then it shall petition the Secretary of the Treasury for
approval of a change of actuarial cost method.
10.3 Cost of the Plan
Annually the Committee or its authorized delegatee shall determine the
normal cost of the Plan for the Plan Year and the amount (if any) of the
unfunded past service cost on the basis of the actuarial cost method established
for the Plan using actuarial assumptions which, in the aggregate, are
reasonable. The Committee or its authorized delegatee shall also determine the
contributions required to be made for each Plan Year by the Participating
Companies in order to satisfy the minimum funding standard (or alternative
minimum funding standard) for such Plan Year determined pursuant to Sections 302
through 305 of ERISA and Section 412 of the Code.
10.4 Funding Policy
The Participating Companies shall cause contributions to be made to
the Plan for each Plan Year in the amount necessary to satisfy the minimum
funding standard (or alternative minimum funding standard) for such Plan Year;
provided, however, that this obligation shall cease when the Plan is terminated.
In the case of a partial termination of the Plan, this obligation shall cease
with respect to those Participants, Joint Annuitants and Beneficiaries who are
affected by such partial termination. Each contribution is conditioned upon its
deductibility under Section 404 of the Code and shall be returned to the
Participating Companies within one year after the disallowance of the deduction
(to the extent disallowed). Upon the Company's written
27
<PAGE>
request, a contribution that was made by a mistake of fact shall be returned to
the Participating Company within one year after the payment of the contribution.
10.5 Cash Needs of the Plan
The Committee or its authorized delegatee from time to time shall
estimate the benefits and administrative expenses to be paid out of the Plan
during the period for which the estimate is made and shall also estimate the
contributions to be made to the Plan during such period by the Participating
Companies. The Committee or its authorized delegatee shall inform the Trustees
of the estimated cash needs of and contributions to the Plan during the period
for which such estimates are made. Such estimates shall be made on an annual,
quarterly, monthly or other basis, as the Committee shall determine.
10.6 Public Accountant
The Committee or its authorized delegatee shall engage an independent
qualified public accountant to conduct such examinations and to render such
opinions as may be required by Section 103(a)(3) of ERISA. The Committee or its
authorized delegatee in its discretion may remove and discharge the person so
engaged, but in such case it shall engage a successor independent qualified
public accountant to perform such examinations and to render such opinions.
10.7 Enrolled Actuary
The Committee or its authorized delegatee shall engage an enrolled
actuary to prepare the actuarial statement described in Section 103(d) of ERISA
and to render the opinion described in Section 103(a)(4) of ERISA. The
Committee or its authorized delegatee in its discretion may remove and discharge
the person so engaged, but in such event it shall engage a successor enrolled
actuary to perform such examination and render such opinion.
10.8 Basis of Payments to the Plan
All contributions to the Plan shall be made by the Participating
Companies and no contributions shall be required of or permitted by
Participants. From time to time the Participating Companies shall make such
contributions to the Plan as the Company determines to be necessary or desirable
in order to fund the benefits provided by the Plan and any expenses thereof
which are paid out of the Trust Fund and in order to carry out the obligations
of the Participating Companies set forth in Section 10.3. All contributions to
the Plan shall be held by the Trustee in accordance with the Trust Agreement.
10.9 Basis of Payments from the Plan
All benefits payable under the Plan shall be paid by the Trustee out
of the Trust Fund pursuant to the directions of the Committee or its authorized
delegatee and the terms of the Trust Agreement. The Trustee shall pay all
proper expenses of the Plan and the Trust Fund out of the Trust Fund, except to
the extent paid by the Participating Companies.
28
<PAGE>
ARTICLE XI
Plan Amendment or Termination
-----------------------------
11.1 Plan Amendment or Termination
The Company may, subject to any applicable Collective Bargaining
Agreement, amend, modify or terminate the Plan at any time by resolution of the
Board or by resolution of or other action recorded in the minutes of the
Administrator or Committee. Execution and delivery by the Administrator or the
Committee or by the Chairman of the Board, the President, or any Vice President
of the Company of an amendment to the Plan is conclusive evidence of the
amendment, modification or termination. The Committee in any event shall have
the authority to amend the Plan at any time to the extent that such amendments
are required in order to obtain a favorable determination letter from the
Internal Revenue Service regarding the Plan's qualification under the Code or to
conform the Plan to such regulations and rulings as may be issued by the
Internal Revenue Service or the United States Department of Labor.
11.2 Limitations on Plan Amendment
No Plan amendment can:
(a) authorize any part of the Trust Fund to be used for, or diverted
to, purposes other than the exclusive benefit of Participants or
their Beneficiaries;
(b) decrease the accrued benefits of any Participant or his or her
Beneficiary under the Plan; or
(c) except to the extent permitted by law, eliminate or reduce an
early retirement benefit or retirement-type subsidy (as defined
in Code Section 411) or an optional form of benefit with respect
to service prior to the date the amendment is adopted or
effective, whichever is later.
11.3 Effect of Plan Termination
Upon termination of the Plan, each Participant's rights to benefits
accrued hereunder shall be vested and nonforfeitable, and the Trust shall
continue until the Trust Fund has been distributed as provided in Section 11.4.
Any other provision hereof notwithstanding, the Participating Companies shall
have no obligation to continue making contributions to the Plan after
termination of the Plan. Except as otherwise provided in ERISA, neither the
Participating Companies nor any other person shall have any liability or
obligation to provide benefits hereunder after such termination in excess of the
value of the Trust Fund. Upon such termination, Participants and Beneficiaries
shall obtain benefits solely from the Trust Fund.
29
<PAGE>
Upon partial termination of the Plan, this Section 11.3 shall apply only with
respect to such Participants and Beneficiaries as are affected by such partial
termination.
11.4 Allocation of Trust Fund on Termination
On termination of the Plan, the Trust Fund shall be allocated by the
Administrator on an actuarial basis among Participants and Beneficiaries in the
manner prescribed by Section 4044 of ERISA. Any residual assets of the Trust
Fund remaining after such allocation shall be distributed to the Company if (a)
all liabilities of the Plan to Participants and Beneficiaries have been
satisfied and (b) such a distribution does not contravene any provision of law.
The foregoing notwithstanding, if any remaining assets of the Plan are
attributable to Employee Contributions, such assets shall be equitably
distributed to the Participants who made such contributions (or to their
Beneficiaries) in accordance with their rate of contribution. Effective January
1, 1989, the benefit of any highly compensated employee or former employee
(determined in accordance with section 414(g) of the Code and regulations
thereunder) shall be limited to a benefit that is nondiscriminatory under
section 401(a)(4) of the Code. In the event of a partial termination of the
Plan, the Administrator shall arrange for the division of the Trust Fund, on a
nondiscriminatory basis to the extent required by section 401 of the Code, into
the portion attributable to those Participants and Beneficiaries who are not
affected by such partial termination and the portion attributable to such
persons who are so affected. The portion of the Trust Fund attributable to
persons who are so affected shall be allocated in the manner prescribed by
section 4044 of ERISA.
30
<PAGE>
ARTICLE XII
Miscellaneous Provisions
------------------------
12.1 Subsequent Changes
All benefits to which any Participant may be entitled hereunder shall
be determined under the Plan in effect when the Participant ceases to be an
Eligible Employee and shall not be affected by any subsequent change in the
provisions of the Plan, unless the Participant again becomes an Eligible
Employee.
12.2 Plan Mergers
The Plan shall not be merged or consolidated with any other plan, and
no assets or liabilities of the Plan shall be transferred to any other plan,
unless each Participant would receive a benefit immediately after such merger,
consolidation or transfer (if the Plan then terminated) which is equal to or
greater than the benefit such Participant would have been entitled to receive
immediately before such merger, consolidation or transfer (if the Plan had then
been terminated). A list of other plans which have been merged into the Plan is
attached hereto and made a part hereof as Exhibit A.
12.3 No Assignment of Property Rights
The interest or property rights of any person in the Plan, in the
Trust Fund or in any payment to be made under the Plan shall not be assignable
nor be subject to alienation or option, either by voluntary or involuntary
assignment or by operation of law, including (without limitation) bankruptcy,
garnishment, attachment or other creditor's process, and any act in violation of
this Section 12.3 shall be void. This provision shall not apply to a "qualified
domestic relations order" defined in Code Section 414(p). The Company shall
establish a written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.
In addition, the prohibition of this Section 12.3 will not apply to
any offset of a Participant's benefit under the Plan against an amount the
Participant is ordered or required to pay to the Plan under a judgment, order,
decree or settlement agreement that meets the requirements as set forth in this
Section 12.3. The Participant must be ordered or required to pay the Plan under
a judgment of conviction for a crime involving the Plan, under a civil judgment
(including a consent order or decree) entered by a court in an action brought in
connection with a violation (or alleged violation) of part 4 of subtitle B of
title I of ERISA, or pursuant to a settlement agreement between the Secretary of
Labor and the Participant in connection with a violation (or alleged violation)
of that part 4. This judgment, order, decree or settlement agreement must
expressly provide for the offset of all or part of the amount that must be paid
to the Plan against the Participant's benefit under the Plan. In addition, if a
Participant is entitled to receive a 100% Joint and Survivor Annuity under
Section 6.1 of the Plan or a Surviving Spouse's
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<PAGE>
Benefit under Section 7.1 of the Plan, and the Participant is married at the
time at which the offset is to be made, the Participant's spouse must consent to
the offset in accordance with the spousal consent requirements of Section 6.3.3
of the Plan, an election to waive the right of the spouse to the 100% Joint and
Survivor Annuity (made in accordance with Section 6.3 of the Plan) or the
Surviving Spouse's Benefit under Section 7.1 of the Plan, must be in effect, the
spouse is ordered or required in the judgment, order, decree, or settlement to
pay an amount to the Plan in connection with a violation of Part 4 of subtitle B
or ERISA Title I, or the spouse retains in the judgment, order, decree, or
settlement the right to receive the survivor annuity under the 100% Joint and
Survivor Annuity or under the Surviving Spouse's Benefit, determined in the
following manner: the Participant terminated employment on the date of the
offset, there was no offset, the Plan permitted the commencement of benefits
only on or after Normal Retirement Age, the Plan provided only the minimum-
required qualified joint and survivor annuity, and the amount of the Surviving
Spouse's Benefit under the Plan is equal to the amount of the survivor annuity
payable under the minimum-required qualified joint and survivor annuity. For
purposes of this Section 12.3 the term "minimum-required qualified joint and
survivor annuity" means a qualified joint and survivor annuity which is the
Actuarial Equivalent of the Participant's accrued benefit and under which the
survivor's annuity is 50% of the amount of the annuity which is payable during
the joint lives of the Participant and the Participant's spouse.
12.4 Beneficiary
To the extent permitted by the applicable Supplement, the Beneficiary
of a Participant shall be the person or persons so designated by such
Participant with spousal consent and in accordance with Section 6.3. A
Participant may revoke and change a designation of a Beneficiary at any time. A
designation of a Beneficiary, or any revocation and change thereof, shall be
effective only if it is made in writing in a form acceptable to the
Administrator and is received by it prior to the Participant's death.
12.5 Benefits Payable to Minors, Incompetents and Others
If any benefit is payable to a minor, an incompetent, or a person
otherwise under a legal disability, or to a person the Administrator reasonably
believes to be physically or mentally incapable of handling and disposing of his
or her property, whether because of his or her advanced age, illness, or other
physical or mental impairment, the Administrator has the power to apply all or
any part of the benefit directly to the care, comfort, maintenance, support,
education, or use of the person, or to pay all or any part of the benefit to the
person's parent, guardian, committee, conservator, or other legal
representative, wherever appointed, to the individual with whom the person is
living or to any other individual or entity having the care and control of the
person. The Plan, the Administrator and any other Plan fiduciary will have
fully discharged all responsibilities to the Participant or Beneficiary entitled
to a payment by making payment under the preceding sentence.
32
<PAGE>
12.6 Employment Rights
Nothing in the Plan shall be deemed to give any person a right to
remain in the employ of the Company and Affiliates or affect any right of the
Company or any Affiliate to terminate a person's employment with or without
cause.
12.7 Proof of Age and Marriage
Participants and Beneficiaries shall furnish proof of age and marital
status satisfactory to the Administrator at such time or times as it shall
prescribe. The Administrator may delay the disbursement of any benefits under
the Plan until all pertinent information with respect to age or marital status
has been furnished and then make payment retroactively.
12.8 Small Annuities
If the lump sum Actuarial Equivalent value of a retirement or
survivor's benefit is $5,000 or less, such amount shall be paid in a lump sum as
soon as administratively practicable following the Participant's retirement,
termination of employment, or death.
If a lump sum distribution is so paid and the Participant is
thereafter reemployed by the Company, the Participant shall have the option to
repay to the Plan the amount of such distribution, together with interest at the
rate of 5% per annum (or such other rate as may be prescribed pursuant to
section 411(c)(2)(C)(III) of the Code), compounded annually from the date of the
distribution to the date of repayment. If a reemployed Participant does not
make such repayment, no part of the Period of Service with respect to which the
lump sum distribution was made shall count as Years of Vesting Service or Years
of Credited Service.
12.9 Controlling Law
The Plan and all rights thereunder shall be interpreted and construed
in accordance with ERISA and, to the extent that state law is not preempted by
ERISA, the law of the State of Illinois.
12.10 Direct Rollover Option
Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee's election under this Section 12.10, a distributee
may elect, at the time and in the manner prescribed by the Administrator, to
have any portion of an eligible rollover distribution paid directly to an
eligible retirement plan specified by the distributee in a direct rollover.
(a) As used in this Section 12.10, an "eligible rollover
distribution" means any distribution of all or any portion of the
balance to the credit of the distributee, except that an eligible
rollover distribution does not include: any distribution that is
one of a series of substantially equal periodic
33
<PAGE>
payments (not less frequently than annually) made for the life
(or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of 10 years or
more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code; the portion of any
distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation
with respect to employer securities); and any other
distribution(s) that is reasonably expected to total less than
$200 during a year.
(b) As used in this Section 12.10, an "eligible retirement plan"
means an individual retirement account described in Section
408(a) of the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section
401(a) of the Code, that accepts the distributee's eligible
rollover distribution. In the case of an eligible rollover
distribution to the surviving spouse, however, an eligible
retirement plan is an individual retirement account or individual
retirement annuity.
(c) As used in this Section 12.10, a "distributee" includes an
Employee or former Employee. In addition, the Employee's or
former Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to the interest
of the spouse or former spouse.
(d) As used in this Section 12.10, a "direct rollover" is a payment
by the Plan to the eligible retirement plan specified by the
distributee.
12.11 Claims Procedure
12.11.1 Any application for benefits under the Plan and all inquiries
concerning the Plan shall be submitted to the Company at such address as may be
announced to Participants from time to time. Applications for benefits shall be
in writing on the form prescribed by the Company and shall be signed by the
Participant or, in the case of a benefit payable after the death of the
Participant, by the Participant's surviving spouse or Beneficiary, as the case
may be.
12.11.2 The Company shall give written notice of its decision on any
application to the applicant within 90 days. If special circumstances require a
longer period of time the Company shall so notify the applicant within 90 days,
and give written notice of its decision to the applicant within 180 days after
receiving the application. In the event any application for benefits is denied
in whole or in part, the Company shall notify the applicant in writing of the
right to a review of the denial. Such written notice shall set forth, in a
manner calculated to be understood by the applicant, specific reasons for the
denial, specific references to the Plan provisions on which the denial is based,
a description of any information or material necessary to
34
<PAGE>
perfect the application, an explanation of why such material is necessary and an
explanation of the Plan's review procedure.
12.11.3 The Company shall appoint a "Review Panel," which shall
consist of three or more individuals who may (but need not) be employees of the
Company. The Review Panel shall be the named fiduciary which has the authority
to act with respect to any appeal from a denial of benefits under the Plan.
12.11.4 Any person (or his authorized representative) whose
application for benefits is denied in whole or in part may appeal the denial by
submitting to the Review Panel a request for a review of the application within
60 days after receiving written notice of the denial. The Company shall give
the applicant or such representative an opportunity to review, by written
request, pertinent materials (other than legally privileged documents) in
preparing such request for review. The request for review shall be in writing
and addressed as follows: "Review Panel of the Employee Welfare Benefits Plan
Committee, 200 East Randolph Drive, Chicago, Illinois 60601." The request for
review shall set forth all of the grounds on which it is based, all facts in
support of the request and any other matters which the applicant deems
pertinent. The Review Panel may require the applicant to submit such additional
facts, documents or other material as it may deem necessary or appropriate in
making its review.
12.11.5 The Review Panel shall act upon each request for review
within 60 days after receipt thereof. If special circumstances require a longer
period of time the Review Panel shall so notify the applicant within 60 days,
and give written notice of its decision to the applicant within 120 days after
receiving the request for review. The Review Panel shall give notice of its
decision to the Company and to the applicant in writing. In the event the
Review Panel confirms the denial of the application for benefits in whole or in
part, such notice shall set forth in a manner calculated to be understood by the
applicant, the specific reasons for such denial and specific references to the
Plan provisions on which the decision is based.
12.11.6 The Review Panel shall establish such rules and procedures,
consistent with ERISA and the Plan, as it may deem necessary or appropriate in
carrying out its responsibilities under this Section 12.11.
12.11.7 No legal or equitable action for benefits under the Plan
shall be brought unless and until the claimant (a) has submitted a written
application for benefits in accordance with Section 12.10.1, (b) has been
notified by the Company that the application is denied, (c) has filed a written
request for a review of the application in accordance with Section 12.10.4 and
(d) has been notified in writing that the Review Panel has affirmed the denial
of the application; provided that legal action may be brought after the Review
Panel has failed to take any action on the claim within the time prescribed in
Section 12.11.5. A claimant may not bring an action for benefits in accordance
with this Section 12.11.7 after 90 days after the Review Panel denies the
claimant's application for benefits.
12.12 Participation in the Plan by an Affiliate
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<PAGE>
12.12.1 With the consent of the Board, any Affiliate, by appropriate
action of its board of directors, a general partner or the sole proprietor, as
the case may be, may adopt the Plan and determine the classes of its Employees
that will be Eligible Employees.
12.12.2 A Participating Employer will have no power with respect to
the Plan except as specifically provided herein.
12.13 Action by Participating Employers
Any action required to be taken by the Company pursuant to any Plan
provisions will be evidenced in the manner set forth in Section 11.1. Any
action required to be taken by a Participating Employer will be evidenced by a
resolution of the Participating Employer's board of directors (or an authorized
committee of that board). Participating Employer action may also be evidenced
by a written instrument executed by any person or persons authorized to take the
action by the Participating Employer's board of directors, any authorized
committee of that board, or the stockholders. A copy of any written instrument
evidencing the action by the Company or Participating Employer must be delivered
to the secretary or assistant secretary of the Company or Participating
Employer.
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ARTICLE XIII
Top Heavy Provisions
--------------------
13.1 Top Heavy Definitions
For purposes of this Article XIII and any amendments to it, the terms
listed in this Section 13.1 have the meanings ascribed to them below.
Aggregate Account means the value of all accounts maintained on behalf
of a Participant, whether attributable to Company or employee contributions,
determined under applicable provisions of the defined contribution plan used in
determining Top Heavy Plan status.
Aggregation Group means the group of plans in a Mandatory Aggregation
Group, if any, that includes the Plan, unless including additional Related Plans
in the group would prevent the Plan for being a Top Heavy Plan, in which case
Aggregation Group means the group of plans in a Permissive Aggregation Group, if
any, that includes the Plan.
Compensation means compensation as defined in Code Section 415(c)(3)
and Treasury regulations thereunder. For purposes of determining who is a Key
Employee, Compensation will be applied by taking into account amounts paid by
Affiliates who are not Participating Employers, as well as amounts paid by
Participating Employers, and without applying the exclusions for amounts paid by
a Participating Employer to cover an Employee's nonqualified deferred
compensation FICA tax obligations and for gross-up payments on such FICA tax
payments.
Determination Date means, for a Plan Year, the last day of the
preceding Plan Year. If the Plan is part of an Aggregation Group, the
Determination Date for each other plan will be, for any Plan Year, the
Determination Date for that other plan that falls in the same calendar year as
the Determination Date for the Plan.
Key Employee means an employee described in Code Section 416(i)(1) and
the regulations promulgated thereunder. Generally, a Key Employee is an
Employee or former Employee who, at any time during the Plan Year containing the
Determination Date or any of the 4 preceding Plan Years, is:
(a) an officer of the Company or an Affiliate with annual
Compensation greater than 50% of the amount in effect under Code
Section 415(b)(1)(A);
(b) one of the 10 Employees of the Company and all Affiliates owning
(or considered to own within the meaning of Code Section 318) the
largest interests in any of the Company and the Affiliates, but
only if the Employee has annual Compensation greater than the
limitation in effect under Code Section 415(c)(1)(A);
(c) a 5% owner of the Company or an Affiliate; or
37
<PAGE>
(d) a 1% owner of the Company or an Affiliate with annual
Compensation from the Company and all Affiliates of more than
$150,000.
Mandatory Aggregation Group means each plan (considering the Plan and
Related Plans) that, during the Plan Year that contains the Determination Date
or any of the 4 preceding Plan Years:
(a) had a participant who was a Key Employee; or
(b) was required to be considered with a plan in which a Key Employee
participated in order to enable the plan in which the Key
Employee participated to meet the requirements of Code Section
401(a)(4) or 410(b).
Non-key Employee means an Employee or former Employee who is not a Key
Employee.
Permissive Aggregation Group means the group of plans consisting of
the plans in a Mandatory Aggregation Group with the Plan, plus any other Related
Plan or Plans that, when considered as a part of the Aggregation Group, does not
cause the Aggregation Group to fail to satisfy the requirements of Code Section
401(a)(4) or 410(b).
Present Value of Accrued Benefits means, in the case of a defined
benefit plan, a Participant's present value of accrued benefits determined as
follows:
(a) as of the most recent "Actuarial Valuation Date," which is the
most recent valuation date within a 12-month period ending on the
Determination Date;
(b) as if the Participant terminated service as of the actuarial
valuation date; and
(c) the Actuarial Valuation Date must be the same date used for
computing the defined benefit plan minimum funding costs,
regardless of whether a valuation is performed that Plan Year.
Present Value means, in calculating a Participant's present value of
accrued benefits as of a Determination Date, the sum of:
(a) the Actuarial Equivalent present value of accrued benefits;
(b) any Plan distributions made within the Plan Year that includes
the Determination Date or within the 4 preceding Plan Years.
However, in the case of distributions made after the valuation
date and prior to the Determination Date, such distributions are
not included as distributions for top heavy purposes to the
extent that such distributions are already included in the
Participant's present value of accrued benefits as of the
valuation date. Notwithstanding anything herein to the contrary,
all
38
<PAGE>
distributions, including distributions under a terminated plan
which if it had not been terminated would have been required to
be included in an Aggregation Group, will be counted;
(c) any Employee Contributions, whether voluntary or mandatory.
However, amounts attributable to tax deductible Qualified
Voluntary Employee Contributions shall not be considered to be a
part of the Participant's present value of accrued benefits;
(d) with respect to unrelated rollovers and plan-to-plan transfers
(ones which are both initiated by the Participant and made from a
plan maintained by one employer to a plan maintained by another
employer), if this Plan provides for rollovers or plan-to-plan
transfers, it shall always consider such rollover or plan-to-plan
transfer as a distribution for the purposes of this Section 13.1.
If this Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or plan-to-plan
transfers, as part of the Participant's present value of accrued
benefits; and
(e) with respect to related rollovers and plan-to-plan transfers
(ones either not initiated by the Participant or made to a plan
maintained by the same employer), if this Plan provides the
rollover or plan-to-plan transfer, it shall not be counted as a
distribution for purposes of this Section. If this Plan is the
plan accepting such rollover or plan-to-plan transfer, it shall
consider such rollover or plan-to-plan transfer as part of the
Participant's present value of accrued benefits, irrespective of
the date on which such rollover or plan-to-plan transfer is
accepted.
Related Plan means any other defined contribution plan (a "Related
Defined Contribution Plan") or defined benefit plan (a "Related Defined Benefit
Plan") (both as defined in Code Section 415(k), maintained by the Company or an
Affiliate.
A Super Top Heavy Aggregation Group exists in any Plan Year for which,
as of the Determination Date, the sum of the present value of accrued benefits
and the Aggregate Accounts of Key Employees under all plans in the Aggregation
Group exceeds 90% of the sum of the present value of accrued benefits and the
Aggregate Accounts of all employees under all plans in the Aggregation Group.
In determining the sum of the Present Value of Accrued Benefits and/or Aggregate
Accounts for all employees, the present value of accrued benefits and/or
Aggregate Accounts for any Non-key Employee who was a Key Employee for any Plan
Year preceding the Plan Year that contains the Determination Date will be
excluded.
Super Top Heavy Plan means the Plan when it is described in the second
sentence of Section 13.2.
A Top Heavy Aggregation Group exists in any Plan Year for which, as of
the Determination Date, the sum of the Present Value of Accrued Benefits for Key
Employees under all plans in the Aggregation Group exceeds 60% of the sum of the
Present Value of Accrued
39
<PAGE>
Benefits for all employees under all plans in the Aggregation Group. In
determining the sum of the Present Value of Accrued Benefits for all employees,
the Present Value of Accrued Benefits for any Non-key Employee who was a Key
Employee for any Plan Year preceding the Plan Year that contains the
Determination Date will be excluded.
Top Heavy Plan means the Plan when it is described in the first
sentence of Section 13.2.
13.2 Determination of Top Heavy Status
This Plan is a Top Heavy Plan in any Plan Year in which it is a member
of a Top Heavy Aggregation Group, including a Top Heavy Aggregation Group that
includes only the Plan. The Plan is a Super Top Heavy Plan in any Plan Year in
which it is a member of a Super Top Heavy Aggregation Group, including a Super
Top Heavy Aggregation Group that includes only the Plan.
13.3 Minimum Benefit Requirement for Top Heavy Plan
13.3.1 Minimum Accrued Benefit: The minimum accrued benefit
(expressed as an Individual Life Annuity commencing at Normal Retirement Date)
derived from Company contributions to be provided under this Section for each
Non-key Employee who is a Participant for any Plan Year in which this Plan is a
Top Heavy Plan shall equal the product of (a) 1/12th of "416 Compensation"
averaged over 5 the consecutive Plan Years (or actual number of Plan Years if
less) which produce the highest average and (b) the lesser of (i) 2% multiplied
by Years of Vesting Service or (ii) 20%.
13.3.2 For purposes of providing the minimum benefit under Code
Section 416, a Non-key Employee who is not a Participant solely because (a) his
compensation is below a stated amount or (b) he declined to make mandatory
contributions to the Plan will be considered to be a Participant.
13.3.3 For purposes of this Section 13.3, Years of Vesting Service
for any Plan Year ending prior to January 1, 1984, or for any Plan Year during
which the Plan was not a Top Heavy Plan shall be disregarded.
13.3.4 For purposes of this Section 13.3, 416 Compensation for any
Plan Year ending prior to January 1, 1984, or subsequent to the last Plan Year
during which the Plan is a Top Heavy Plan shall be disregarded.
13.3.5 For the purposes of this Section 13.3, "416 Compensation"
shall mean W-2 wages for the calendar year ending with or within the Plan Year,
and shall be limited to $160,000 (as adjusted for cost-of-living in accordance
with Section 401(a)(17)(B) of the Code) in Top Heavy Plan Years.
13.3.6 If payment of the minimum accrued benefit commences at a date
other than Normal Retirement Date, or if the form of benefit is other than on
Individual Life Annuity,
40
<PAGE>
the minimum accrued benefit shall be the Actuarial Equivalent of the minimum
accrued benefit expressed as an Individual Life Annuity commencing at Normal
Retirement Date.
13.3.7 For any Plan Year before January 1, 2000, when the Plan is a
Top Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a
Participant in both this Plan and a defined contribution plan included in a
required Aggregation Group which is top heavy, the extra minimum accrued benefit
shall be provided for each Non-key Employee who is a Participant by 20% in
Section 13.3.1.
13.3.8 In lieu of the benefit in Section 13.3.7, if a Non-key
Employee participates in this Plan and a defined contribution plan included in a
Required Aggregation Group which is top heavy, a minimum allocation of 5% of 416
Compensation shall be provided under the defined contribution plan. If the
defined contribution plan is amended so that the minimum benefits are no longer
provided under the defined contribution plan, the minimum benefits shall be
provided under this Plan. However, for any Plan Year when the Plan is a Top
Heavy Plan but not a Super Top Heavy Plan and a Key Employee is a Participant in
both this Plan and a defined contribution plan included in a Required
Aggregation Group which is top heavy, 7-1/2% shall be substituted for 5% above.
13.3.9 To the extent required to be nonforfeitable under Section
13.4, the minimum accrued benefit under this Section 13.3 may not be forfeited
under Code Section 411(a)(3)(B) or Code Section 411(a)(3)(D).
13.4 Vesting Requirement for Top Heavy Plan
13.4.1 Notwithstanding any other provision of this Plan, for any Top
Heavy Plan Year, the vested portion of any Participant's accrued benefit shall
be determined on the basis of the Participant's number of Years of Vesting
Service according to the following schedule:
Years of Service Percentage Vested
---------------- -----------------
1 - 2 0%
3 100%
If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan,
the Company may, in its sole discretion, elect to continue to apply this vesting
schedule in determining the vested portion of any Participant's accrued benefit,
or revert to the vesting schedule in effect before this Plan became a Top Heavy
Plan. Any such reversion shall be treated as a Plan amendment.
13.4.2 The computation of a Participant's nonforfeitable percentage of
the Participant's interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. In the event that this Plan is
amended to change or modify any vesting schedule, a Participant with at least 5
Years of Service as of the expiration date of the election period may elect to
have the Participant's nonforfeitable percentage computed under the Plan without
regard to such amendment. If a Participant fails to make such election, then
such
41
<PAGE>
Participant shall be subject to the new vesting schedule. The Participant's
election period shall commence on the adoption date of the amendment and shall
end 60 days after the latest of
(a) the adoption date of the amendment,
(b) the effective date of the amendment, or
(c) the date the Participant receives written notice of the amendment
from the Company.
To record the amendment and restatement of the Plan to read as set
forth herein, the Company has caused its authorized representative to execute
the same this 31st day of August, 1999, but to be effective January 1, 1999,
except as otherwise provided in the text herein.
FMC CORPORATION
BY:/s/ J. Paul McGrath
---------------------------------
Member, Employee Welfare Benefits
Plan Committee
42
<PAGE>
EXHIBIT A
MERGED PLANS
------------
The following is a list of plans which have been previously merged into this
Plan, the effective date of such merger and the applicable Supplement containing
the provisions of such prior plans which have been maintained in this Plan for
the applicable Participants. Notwithstanding any Plan provision to the contrary,
the terms of the Supplement shall control with respect to the applicable
Participants. Unless otherwise defined in the Supplement, defined terms used in
the Supplement have the meanings ascribed to them elsewhere in the Plan.
<TABLE>
<CAPTION>
EFFECTIVE
DATE OF SUPPLEMENT
PLAN MERGER NUMBER
- ------ --------- ----------
<S> <C> <C>
FMC Corporation Pension Plan for Hourly Employees - January 1, 1991 1
Industrial Chemical Division - Green River, WY
- -----------------------------------------------------------------------------------------------
Jetway Systems Division Pension Plan for Hourly May 27, 1994 2
Employees
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees - December 31, 1998 3
Packaging Machinery Division, Green Bay, WI
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees - December 31, 1998 4
Agricultural Chemical Division, Fresno, CA
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees - December 31, 1998 5
Sweeper Division, Pomona, CA
- -----------------------------------------------------------------------------------------------
Skull Point Mine, Kemmerer, Wyoming December 31, 1998 6
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for San Jose Commercial December 31, 1998 7
Segment Hourly Employees
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Agriculture Chemical December 31, 1998 8
Division, Baltimore
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees of December 31, 1998 9
Inorganic Chemical Division, Tonowanda, New York
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan - Industrial Chemicals December 31, 1998 10
Division, Carteret
- -----------------------------------------------------------------------------------------------
Smith Meter, Inc., Erie Plant Industrial Pension Plan December 31, 1998 11
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan - Food Processing December 31, 1998 12
Machinery Division, Hoopeston
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees of December 31, 1998 13
Kemmerer Coke Plant
- -----------------------------------------------------------------------------------------------
FMC Corporation Hourly Retirement Plan for Industrial December 31, 1998 14
Chemical Division, Lawrence Kansas
- -----------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees of December 31, 1998 15
Agricultural Chemical Division, Middleport
- -----------------------------------------------------------------------------------------------
FMC Corporation Hourly Retirement Plan for Industrial December 31, 1998 16
- -----------------------------------------------------------------------------------------------
</TABLE>
43
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Chemical Division, Newark, CA
- -------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Newark, Delaware - December 31, 1998 17
Food and Pharmaceutical Products Division
- -------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Industrial Chemical December 31, 1998 18
Division, Nitro, West Virginia
- -------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Hourly Employees of December 31, 1998 19
Industrial Chemical Division, Pocatello, Idaho
- -------------------------------------------------------------------------------------------------
FMC Corporation Retirement Plan for Industrial Chemical December 31, 1998 20
Group, Spring Hill/Steam Plan
- -------------------------------------------------------------------------------------------------
</TABLE>
44
<PAGE>
SUPPLEMENT 1
INDUSTRIAL CHEMICAL DIVISION, GREEN RIVER, WYOMING
--------------------------------------------------
1-1 Eligible Employees
The terms of this Supplement apply only to Eligible Employees of the
FMC Corporation Industrial Chemical Division who work in Green River, Wyoming
and are covered by the Collective Bargaining Agreement between the Company and
the United Steelworkers of America, Local No. 13214.
1-2 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on the following:
(a) other than for purposes of a "qualified domestic relations order"
as defined in Code Section 414(p), based on Table 1 of this
Supplement; and
(b) for purposes of a "qualified domestic relations order" as defined
in Code Section 414(p), the 1971 Group Annuity Table (weighted
95% male, 5% female) and 6% interest compounded annually.
1-3 Earnings
Earnings means the Participant's total compensation paid as an
Eligible Employee, including overtime, administrative and discretionary bonuses,
and his Employee-elected Company contributions under a plan described in Code
Section 125, 132 or 401(k), but excluding awards, deferred compensation,
severance pay, other special payments such as relocation or moving expense
allowances, and stock options or other stock-based compensation. Earnings also
includes sick pay or sickness benefits, but not disability benefits from the
Long-Term Disability Plan for Employees of FMC Corporation. A Participant's
Earnings will be conclusively determined according to the Company's records.
The annual amount of Earnings taken into account for a Participant
must not exceed $160,000 (as adjusted by the Internal Revenue Service for cost-
of-living increases in accordance with Code Section 401(a)(17)(B)).
Final Average Monthly Earnings means the average of the Participant's
monthly Earnings during the 3 calendar years in which Earnings were the highest
during the 10 calendar years preceding the Participant's retirement.
For the period July 1, 1997 through July 1, 2007, Earnings in excess
of $100,000 in any calendar year will not be used in calculating Final Average
Monthly Earnings.
45
<PAGE>
1-4 Commencement of Participation
An Eligible Employee shall become a Participant as of the date the
Participant completes one Year of Credited Service.
1-5 Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding
with or next following the Participant's 65th birthday.
1-6 Amount of Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the product
of the Participant's Years of Credited Service multiplied by 1.2% of the
Participant's Final Average Monthly Earnings, plus the product of the
Participant's full Years of Credited Service (disregarding any fractional year)
multiplied by $5.00.
The minimum monthly Normal Retirement Benefit is $25.00 for each Year
of Credited Service.
1-7 Early Retirement Reduction Factor
If a Participant has less than 30 Years of Credited Service and his
Early Retirement Benefit commences prior to age 62, his Early Retirement Benefit
shall be reduced by 1/4 of 1% for each month between his Annuity Starting Date
and his 62nd birthday.
If a Participant has 30 or more Years of Credited Service and his
Early Retirement Benefit commences prior to age 62, his Early Retirement Benefit
shall be reduced by 1/6 of 1% for each month between his Annuity Starting Date
and his 62nd birthday.
If a Participant's Early Retirement Benefit commences on or after age
62, no reduction shall apply.
A Participant who retires on or after July 1, 1997 but before July 1,
2000 and after attaining age 60 shall receive a supplemental Early Retirement
Benefit of $200 per month until the Participant attains age 65.
1-8 Normal Form of Benefit
If the spouse of a Participant predeceases him after payment of the
100% Joint and Survivor's Annuity has commenced, the Participant's monthly
pension will be increased to the amount of the Individual Life Annuity as of the
first day of the month following the Administrator's receipt of notice of such
death.
46
<PAGE>
1-9 Optional Forms of Benefit
-------------------------
A married Participant may elect, with spousal consent in accordance
with Section 6.3, to receive the Participant's benefits in one of the following
forms:
(a) an Individual Life Annuity;
(b) a 50% Joint and Survivor's Annuity; or
(c) a 100% Joint and Survivor's Annuity.
If the spouse of a Participant predeceases the Participant after
payment of the 50% Joint and Survivor's Annuity or 100% Joint and Survivor's
Annuity has commenced, the Participant's monthly pension will be increased to
the amount of the Individual Life Annuity as of the first day of the month
following the Administrator's receipt of notice of such death.
1-10 Surviving Spouse's Benefit
--------------------------
The amount of the surviving spouse's benefit shall be determined
pursuant to Section 1-6 based on the Participant's age, Final Average Earnings
and Years of Credited Service on the date of the Participant's death and paid in
the form of a 100% Joint and Survivor's Annuity as if the Participant had
retired on the day preceding the Participant's death or the day the Participant
would have reached age 55, if later.
1-11 Disability Retirement
---------------------
A Participant who has completed 10 Years of Credited Service as of the
date Total and Permanent Disability occurs shall be eligible for a Disability
Retirement Benefit.
Total and Permanent Disability means a total and permanent mental or
physical disability of a Participant and confirmed by medical examination of a
physician selected by the Company or the Participant, and confirmed by medical
examination of a physician selected by the other party, whether or not such
disability arose out of or during the course of employment, of a nature
preventing such Participant from engaging in work for the Company.
1-12 Disability Retirement Benefit
-----------------------------
The Participant's Disability Retirement Benefit shall be determined
pursuant to Section 1-6, based on the Participant's Final Average Earnings and
Years of Credited Service to the date of the Participant's Disability
Retirement.
The Disability Retirement payment shall commence with the first day of
the month coincident with or immediately following the medical certification of
disability, unless the Participant elects a later date.
47
<PAGE>
Such payment shall also take into account and have deducted therefrom
any benefits paid or payable, now or in the future, to the Participant by way of
(a) Worker's Compensation payments; (b) public pension payments (except Social
Security Disability and Military pension payments) and (c) 1/2 of any accident
or health insurance benefit payment as may be provided by any program as now or
in the future made available by the Company or placed in effect by any
governmental authority for the benefit of Participants; however, any lump sum
award under (a) and (c) above shall not be deducted. Any Participant who shall
receive a Disability Retirement Benefit shall be subject to reexamination by a
physician of the Company at any time the Company may so request and if, in the
opinion of the Company, the Total and Permanent Disability of the Participant
shall no longer continue to exist, such Participant's right to a continuance of
Disability Retirement Benefit payment shall cease. Failure or refusal of a
Participant to submit to medical examination as requested by the Company shall
be cause of cancellation of the Disability Retirement Benefit. Such disabled
Participant shall, however, be entitled to Early or Normal Retirement benefit
payments upon qualification by the Participant under the requirements set forth
in Section 3.1 and Section 3.2. In no event, however, shall any Participant be
entitled to receive both a Disability Retirement Benefit and an Early or Normal
Retirement Benefit, it being intended that there should be no duplication of
retirement benefits.
48
<PAGE>
SUPPLEMENT 2
JETWAY SYSTEMS DIVISION, OGDEN, UTAH
------------------------------------
2-1 Eligible Employees
The terms of this Supplement apply only to Eligible Employees of the
FMC Corporation Jetway Systems Division who work in Ogden, Utah and are covered
by the Collective Bargaining Agreement between the Company and the United
Steelworkers of America Local Union 6162.
2-2 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on the UP-1983 Group Annuity Mortality table for
males set back 1 year for the Participant and 5 years for the Beneficiary, and
8% interest compounded annually.
2-3 Average Monthly Earnings
Average Monthly Earnings means the average for each Participant
determined by dividing total Considered Compensation during the Participant's 9-
year Period of Service ending on his retirement or Severance from Service Date
by 108. The denominator of 108 shall be reduced to the number of months actually
worked if the Participant was not employed by the Company during that entire 9-
year period. The denominator shall also be reduced in the case of Disability
Retirement by the number of months without pay because of Disability in the last
6 months before retirement, and in all other cases shall be reduced by the
greater of the number of months without pay (a) in excess of 3, during each
absence, or (b) in excess of 12.
2-4 Considered Compensation
Considered Compensation means the Base Pay paid to an individual by
the Company and/or any Affiliate during a Plan Year while that individual is a
Participant. "Base Pay" means a Participant's regular hourly wage and does not
include bonuses, amounts paid in lieu of regular vacation, overtime or other
premium pay, deferred compensation, stock options, and other amounts that
receive special tax treatment.
The annual amount of Considered Compensation taken into account for a
Participant must not exceed $160,000 (as adjusted by the Internal Revenue
Service for cost-of-living increases in accordance with Code Section
401(a)(17)(B).)
2-5 Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding
with or next following the Participant's 65th birthday.
49
<PAGE>
2-6 Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the greater
of (a) or (b):
(a) 1.025% of Average Monthly Earnings multiplied by the
Participant's Years of Credited Service.
(b) The product of the benefit rate provided below in effect at the
termination of the Participant's Years of Credited Service
multiplied by the Participant's Years of Credited Service.
Termination Date Benefit Rate
---------------- ------------
On or after September 1, 1998 $21.50
but before August 31, 1999
On or after September 1, 1999 $22.50
2-7 Early Retirement Date
Early Retirement Date means the later of the Participant's 55th
birthday and the date the Participant acquires 15 years of Credited Service.
2-8 Early Retirement Reduction Factor
If a Participant's Early Retirement Benefit commences prior to age 65,
the Participant's Early Retirement Benefit shall be paid according to the
reduced percentage provided below.
<TABLE>
<CAPTION>
Age Benefits Reduced
Begin Percentage
-------------------------------------------------
<S> <C>
65 00.00%
-------------------------------------------------
64 93.00%
-------------------------------------------------
63 86.53%
-------------------------------------------------
62 80.60%
-------------------------------------------------
61 75.20%
-------------------------------------------------
60 70.33%
-------------------------------------------------
59 66.00%
-------------------------------------------------
58 62.20%
-------------------------------------------------
57 58.93%
-------------------------------------------------
56 56.20%
-------------------------------------------------
55 54.00%
-------------------------------------------------
</TABLE>
50
<PAGE>
2-9 Disability Retirement
A Participant who has completed 10 Years of Vesting Service who
retires due to Total and Permanent Disability shall be eligible for a Disability
Retirement Benefit.
Total and Permanent Disability means a total and permanent mental or
physical disability of a Participant and confirmed by medical examination of a
physician selected by the Company or the Participant, and confirmed by medical
examination of a physician selected by the other party, whether or not such
disability arose out of or during the course of employment, of a nature
preventing such Participant from engaging in any occupation for compensation for
the balance of the Participant's life.
2-10 Disability Retirement Benefit
If the Participant is eligible for unreduced Social Security benefits,
the Participant's Disability Retirement Benefit shall be determined pursuant to
Section 3.1.2, without reduction for early commencement, but shall be no less
than $100 per month. If the Participant is not eligible for unreduced Social
Security benefits, the Participant's Disability Retirement Benefit shall be
determined according to the preceding sentence, then increased by $100 per
month.
2-11 Normal Form of Benefit
A Participant's benefit shall be paid in the form of a 50% Joint and
Survivor's Annuity, with the Participant's spouse as joint annuitant if the
Participant is married on the Annuity Starting Date, and in the form of an
Individual Life Annuity if the Participant is not married on the Annuity
Starting Date, unless the Participant elects, in accordance with Section 6.3,
not to receive payment in the normal form and to receive payment in one of the
permitted optional forms.
2-12 Optional Forms of Benefit
A Participant may elect, in accordance with Section 6.3, to receive
the Participant's benefits in one of the following optional forms:
(a) an Individual Life Annuity; or
(b) a 50% or 100% joint and survivor annuity, with the Participant's
Beneficiary as the survivor.
2-13 Surviving Spouse's Benefit
The amount of the surviving spouse's benefit shall be determined
pursuant to this Supplement as if the Participant had retired on the later of
the Participant's 55th birthday or the date of the Participant's death. Payment
of the survivor's benefit shall commence on the first day of the month next
following the later of the Participant's 55th birthday or the
51
<PAGE>
Participant's death, unless the Participant's spouse elects to commence payment
of benefits as of the first day of any subsequent month, but not later than the
Participant's Normal Retirement Date.
52
<PAGE>
SUPPLEMENT 3
PACKAGING MACHINERY DIVISION, GREEN BAY, WISCONSIN
--------------------------------------------------
3-1 Eligible Employees
The terms of this Supplement apply only to individuals participating
in the FMC Corporation Retirement Plan for Hourly Employees - Packaging
Machinery Division, Green Bay, Wisconsin ("Prior Plan") on the Freeze Date who
had not yet received a full distribution of their benefit under such Prior Plan
as of the Effective Date ("Participant").
3-2 Freeze Date
Effective March 22, 1995 ("Freeze Date") the union group covering the
Participants was decertified and the Prior Plan was frozen. No new participants
entered the Prior Plan after the Freeze Date, and no benefits accrued under the
Prior Plan after the Freeze Date.
3-3 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on the 1971 Group Annuity Table (weighted 95%
male, 5% female) and 6% interest compounded annually.
3-4 Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding
with or next following the Participant's 65th birthday.
3-5 Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.
3-6 Early Retirement Date
Early Retirement Date means the later of the Participant's 55th
birthday and the date the Participant acquires 15 Years of Credited Service.
3-7 Early Retirement Reduction Factor
If a Participant's Early Retirement Benefit commences prior to age 62,
the Participant's Early Retirement Benefit shall be reduced by 4% for each year
between the Participant's Annuity Starting Date and the Participant's 65th
birthday.
53
<PAGE>
3-8 Surviving Spouse's Benefit
The amount of the surviving spouse's benefit shall be determined
pursuant to this Supplement as if the Participant had retired on the later of
the Participant's 55th birthday or the date of the Participant's death.
Payment of the survivor's benefit shall commence on the first day of the month
next following the later of the Participant's 55th birthday or the Participant's
death, unless the Participant's spouse elects to commence payment of benefits as
of the first day of any subsequent month, but not later than the Participant's
Normal Retirement Date.
54
<PAGE>
SUPPLEMENT 4
Agricultural Chemical Division, Fresno, California
--------------------------------------------------
4-1 Eligible Employees
The terms of this Supplement apply only to individuals participating
in the FMC Corporation Retirement Plan for Hourly Employees, Agricultural
Chemical Division, Fresno, California ("Prior Plan") on the Freeze Date who had
not yet received a full distribution of their benefit under such Prior Plan as
of the Effective Date ("Participant").
4-2 Freeze Date
Effective December 31, 1992 ("Freeze Date") the Prior Plan was frozen.
No new participants entered the Prior Plan after the Freeze Date, and no
benefits accrued under the Prior Plan after the Freeze Date.
4-3 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on the 1971 Group Annuity Table (weighted 95%
male, 5% female) and 6% interest compounded annually.
4-4 Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding
with or next following the Participant's 65th birthday.
4-5 Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.
4-6 Early Retirement Date
Early Retirement Date means the later of the Participant's 55th
birthday and the date the Participant acquires 15 Years of Credited Service.
4-7 Early Retirement Reduction Factor
If a Participant's Early Retirement Benefit commences prior to age 65,
the Participant's Early Retirement Benefit shall be reduced by 2% for each of
the first 3 years between the Participant's Annuity Starting Date and the
Participant's 65th birthday, plus 4% for each additional year the Participant's
Annuity Starting Date precedes the Participant's 65th birthday.
55
<PAGE>
4-7 Surviving Spouse's Benefit
The amount of the surviving spouse's benefit shall be determined
pursuant to this Supplement as if the Participant had retired on the later of
the Participant's 55th birthday or the date of the Participant's death. Payment
of the survivor's benefit shall commence on the first day of the month next
following the later of the Participant's 55th birthday or the Participant's
death, unless the Participant's spouse elects to commence payment of benefits as
of the first day of any subsequent month, but not later than the Participant's
Normal Retirement Date.
56
<PAGE>
SUPPLEMENT 5
Sweeper Division, Pomona, California
------------------------------------
5-1 Eligible Employees
The terms of this Supplement apply only to individuals participating
in the FMC Corporation Retirement Plan for Hourly Employees, Sweeper Division,
Pomona, California ("Prior Plan") on the Freeze Date who had not yet received a
full distribution of their benefit under such Prior Plan as of the Effective
Date ("Participant").
5-2 Freeze Date
Effective March 31, 1992 ("Freeze Date") the Prior Plan was frozen was
frozen. No new participants entered the Prior Plan after the Freeze Date, and
no benefits accrued under the Prior Plan after the Freeze Date.
5-3 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on the 1971 Group Annuity Table (weighted 95%
male, 5% female) and 6% interest compounded annually.
5-4 Normal Retirement Date
Normal Retirement Date means the first day of the month coinciding
with or next following the Participant's 65th birthday.
5-5 Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.
5-6 Early Retirement Reduction Factor
If a Participant's Early Retirement Benefit commences prior to age 65,
the Participant's Early Retirement Benefit shall be reduced by 5% for each year
between the Participant's Annuity Starting Date and the Participant's 65th
birthday.
5-7 Surviving Spouse's Benefit
The amount of the surviving spouse's benefit shall be determined
pursuant to this Supplement as if the Participant had retired on the later of
the Participant's 55th birthday or the date of the Participant's death. Payment
of the survivor's benefit shall commence on the first day of the month next
following the later of the Participant's 55th birthday or the Participant's
death,
57
<PAGE>
unless the Participant's spouse elects to commence payment of benefits as
of the first day of any subsequent month, but not later than the Participant's
Normal Retirement Date.
SUPPLEMENT 6
SKULL POINT MINE, KEMMERER, WYOMING
-----------------------------------
6-1 Eligible Employees
The terms of this Supplement apply only to individuals participating
in the Skull Point Mine Pension Plan ("Prior Plan") on the Freeze Date who had
not yet received a full distribution of their benefit under such Prior Plan as
of the Effective Date ("Participant").
6-2 Freeze Date
Effective March 10, 1997 (the "Freeze Date") the Prior Plan was
frozen. No new participants entered the Prior Plan after the Freeze Date, and
no benefits accrued under the Prior Plan after the Freeze Date.
6-3 Actuarial Equivalent
Actuarial Equivalent, other than for purposes of Section 12.8 of the
Plan, shall be determined based on Table 6 of this Supplement.
6-4 Service
For purposes of this Supplement, Years of Credited Service,
Nonsignatory Past Service and Reciprocal Service shall have the meanings
assigned thereto under the terms of the Prior Plan as in effect on the Freeze
Date.
6-5 Normal Retirement Date
Normal Retirement Date means the first day of the month following the
later of the Participant's 65th birthday or the 5th anniversary of the date the
Participant commenced participation in the Plan.
6-6 Normal Retirement Benefit
A Participant's monthly Normal Retirement Benefit shall be the
Participant's monthly normal retirement benefit accrued under the Prior Plan as
of the Freeze Date.
6-7 Early Retirement Date
58
<PAGE>
Early Retirement Date means the later of the Participant's 55th
birthday and the date the Participant acquires (a) 10 Years of Vesting Service
or (b) 20 Years of Credited Service, Reciprocal Service and Nonsignatory Past
Service.
6-8 Early Retirement Reduction Factor
---------------------------------
If a Participant's Early Retirement Benefit commences prior to age 62,
the Participant's Early Retirement Benefit shall be reduced by 1/4 of 1% for
each month between the Participant's Annuity Starting Date and the Participant's
62nd birthday. If a Participant's Early Retirement Benefit commences on or
after age 62, no reduction shall apply.
6-9 Termination of Service
----------------------
A Participant who ceases to be an Employee before his Early Retirement
Date or Disability Retirement Date for any reason other than death shall be
entitled to receive a Termination Benefit if the Participant has 5 Years of
Vesting Service or 20 Years of Credited Service, Reciprocal Service and
Nonsignatory Past Service. Payment of such benefit shall commence as of the
first day of the month coincident with or next following the Participant's
Normal Retirement Date or, if the Participant elects, as of the first day of any
month before such Normal Retirement Date and coincident with or following the
Participant's 55th birthday.
6-10 Amount of Termination Benefit
-----------------------------
A Participant's monthly Termination Benefit shall be determined as a
Normal Retirement Benefit under this Supplement, based on the Participant's
normal retirement benefit accrued under the Prior Plan as of the Freeze Date.
Subject to the terms of the Prior Plan, if payment of the Participant's
Termination Benefit commences before age 62, the amount of the monthly benefit
shall be reduced to an Actuarial Equivalent to reflect such earlier
commencement.
6-11 Normal Form of Benefit
----------------------
The normal form of benefit shall be a 50% Joint and Survivor's Annuity
with the Participant's spouse as joint annuitant if the Participant is married
on the Annuity Starting Date, and an Individual Life Annuity if the Participant
is not married on the Annuity Starting Date.
59
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00%
(Except at frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
20 21 22 23 24
<S> <C> <C> <C> <C> <C>
20 0.9713 0.9726 0.9738 0.9751 0.9763
21 0.9690 0.9704 0.9717 0.9730 0.9743
22 0.9667 0.9681 0.9695 0.9709 0.9722
23 0.9641 0.9656 0.9671 0.9686 0.9700
24 0.9614 0.9630 0.9646 0.9661 0.9676
25 0.9586 0.9602 0.9618 0.9635 0.9650
26 0.9555 0.9572 0.9589 0.9606 0.9623
27 0.9523 0.9541 0.9559 0.9576 0.9594
28 0.9489 0.9507 0.9526 0.9544 0.9563
29 0.9453 0.9472 0.9491 0.9511 0.9530
30 0.9415 0.9435 0.9455 0.9475 0.9495
31 0.9374 0.9395 0.9416 0.9437 0.9457
32 0.9332 0.9353 0.9375 0.9396 0.9418
33 0.9287 0.9310 0.9332 0.9354 0.9376
34 0.9241 0.9263 0.9286 0.9309 0.9332
35 0.9191 0.9215 0.9238 0.9262 0.9286
36 0.9140 0.9164 0.9188 0.9212 0.9237
37 0.9086 0.9110 0.9135 0.9160 0.9185
38 0.9029 0.9054 0.9079 0.9105 0.9131
39 0.8970 0.8995 0.9021 0.9047 0.9074
40 0.8908 0.8934 0.8960 0.8987 0.9014
41 0.8843 0.8869 0.8896 0.8923 0.8951
42 0.8775 0.8802 0.8829 0.8857 0.8885
43 0.8704 0.8732 0.8759 0.8788 0.8816
44 0.8631 0.8659 0.8687 0.8715 0.8745
45 0.8555 0.8583 0.8611 0.8640 0.8670
46 0.8476 0.8504 0.8533 0.8562 0.8592
47 0.8394 0.8422 0.8451 0.8481 0.8512
48 0.8309 0.8337 0.8367 0.8397 0.8428
49 0.8221 0.8250 0.8279 0.8310 0.8341
50 0.8130 0.8159 0.8189 0.8220 0.8251
51 0.8036 0.8065 0.8095 0.8126 0.8158
52 0.7938 0.7968 0.7998 0.8029 0.8061
53 0.7838 0.7867 0.7897 0.7929 0.7961
54 0.7733 0.7763 0.7793 0.7825 0.7857
55 0.7625 0.7655 0.7685 0.7717 0.7749
56 0.7514 0.7543 0.7574 0.7605 0.7638
57 0.7398 0.7427 0.7458 0.7490 0.7522
58 0.7278 0.7308 0.7338 0.7370 0.7402
59 0.7154 0.7184 0.7214 0.7246 0.7278
60 0.7026 0.7056 0.7086 0.7118 0.7150
61 0.6895 0.6924 0.6954 0.6986 0.7018
62 0.6760 0.6789 0.6819 0.6850 0.6882
63 0.6621 0.6650 0.6680 0.6711 0.6743
64 0.6478 0.6507 0.6536 0.6567 0.6599
65 0.6332 0.6360 0.6389 0.6420 0.6452
66 0.6182 0.6210 0.6239 0.6269 0.6301
67 0.6029 0.6057 0.6086 0.6116 0.6147
68 0.5873 0.5901 0.5929 0.5959 0.5989
69 0.5714 0.5742 0.5770 0.5799 0.5829
70 0.5554 0.5581 0.5608 0.5637 0.5667
71 0.5392 0.5419 0.5446 0.5474 0.5503
72 0.5231 0.5256 0.5283 0.5311 0.5340
73 0.5069 0.5094 0.5120 0.5148 0.5176
74 0.4906 0.4931 0.4957 0.4984 0.5011
75 0.4743 0.4767 0.4792 0.4819 0.4846
76 0.4579 0.4602 0.4627 0.4653 0.4679
77 0.4415 0.4438 0.4462 0.4487 0.4512
78 0.4252 0.4274 0.4298 0.4322 0.4347
79 0.4092 0.4114 0.4136 0.4160 0.4185
80 0.3935 0.3956 0.3978 0.4001 0.4025
81 0.3781 0.3802 0.3823 0.3846 0.3869
82 0.3631 0.3651 0.3672 0.3694 0.3716
83 0.3484 0.3504 0.3524 0.3545 0.3567
84 0.3341 0.3360 0.3379 0.3399 0.3421
85 0.3201 0.3219 0.3238 0.3257 0.3278
86 0.3064 0.3081 0.3099 0.3118 0.3138
87 0.2930 0.2947 0.2964 0.2982 0.3001
88 0.2798 0.2815 0.2832 0.2849 0.2867
89 0.2670 0.2685 0.2702 0.2719 0.2736
90 0.2544 0.2559 0.2575 0.2591 0.2608
91 0.2421 0.2435 0.2450 0.2466 0.2482
92 0.2301 0.2315 0.2329 0.2344 0.2359
93 0.2182 0.2196 0.2209 0.2223 0.2238
94 0.2065 0.2078 0.2091 0.2104 0.2119
95 0.1951 0.1963 0.1976 0.1989 0.2002
96 0.1841 0.1853 0.1864 0.1877 0.1889
97 0.1735 0.1746 0.1757 0.1768 0.1781
98 0.1631 0.1641 0.1652 0.1663 0.1674
99 0.1530 0.1539 0.1549 0.1560 0.1570
</TABLE>
60
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00%
(Except at frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
25 26 27 28 29
<S> <C> <C> <C> <C> <C>
20 0.9774 0.9786 0.9797 0.9808 0.9818
21 0.9756 0.9768 0.9780 0.9791 0.9802
22 0.9736 0.9749 0.9761 0.9773 0.9785
23 0.9714 0.9728 0.9741 0.9754 0.9767
24 0.9691 0.9705 0.9720 0.9733 0.9747
25 0.9666 0.9681 0.9696 0.9711 0.9726
26 0.9640 0.9656 0.9672 0.9687 0.9702
27 0.9611 0.9628 0.9645 0.9661 0.9678
28 0.9581 0.9599 0.9617 0.9634 0.9651
29 0.9549 0.9567 0.9586 0.9604 0.9622
30 0.9514 0.9534 0.9554 0.9573 0.9592
31 0.9478 0.9499 0.9519 0.9539 0.9559
32 0.9439 0.9461 0.9482 0.9503 0.9524
33 0.9398 0.9421 0.9443 0.9465 0.9487
34 0.9355 0.9378 0.9401 0.9424 0.9447
35 0.9309 0.9333 0.9357 0.9381 0.9405
36 0.9261 0.9286 0.9311 0.9336 0.9360
37 0.9210 0.9236 0.9261 0.9287 0.9313
38 0.9157 0.9183 0.9209 0.9236 0.9263
39 0.9100 0.9127 0.9155 0.9182 0.9210
40 0.9041 0.9069 0.9097 0.9125 0.9154
41 0.8979 0.9007 0.9036 0.9065 0.9094
42 0.8914 0.8943 0.8972 0.9002 0.9032
43 0.8846 0.8875 0.8905 0.8936 0.8967
44 0.8774 0.8805 0.8835 0.8867 0.8898
45 0.8700 0.8731 0.8762 0.8794 0.8827
46 0.8623 0.8654 0.8686 0.8719 0.8752
47 0.8543 0.8575 0.8607 0.8640 0.8674
48 0.8459 0.8492 0.8525 0.8558 0.8593
49 0.8373 0.8406 0.8439 0.8473 0.8508
50 0.8283 0.8316 0.8350 0.8385 0.8420
51 0.8190 0.8224 0.8258 0.8293 0.8329
52 0.8094 0.8127 0.8162 0.8197 0.8234
53 0.7994 0.8028 0.8063 0.8098 0.8135
54 0.7890 0.7924 0.7959 0.7995 0.8032
55 0.7783 0.7817 0.7852 0.7889 0.7926
56 0.7671 0.7706 0.7741 0.7778 0.7815
57 0.7556 0.7590 0.7626 0.7662 0.7700
58 0.7436 0.7470 0.7506 0.7543 0.7581
59 0.7312 0.7346 0.7382 0.7419 0.7457
60 0.7184 0.7218 0.7254 0.7291 0.7329
61 0.7052 0.7086 0.7122 0.7158 0.7196
62 0.6916 0.6950 0.6986 0.7022 0.7060
63 0.6776 0.6810 0.6845 0.6882 0.6920
64 0.6632 0.6666 0.6701 0.6738 0.6775
65 0.6484 0.6518 0.6553 0.6589 0.6627
66 0.6333 0.6367 0.6401 0.6437 0.6475
67 0.6179 0.6212 0.6246 0.6282 0.6319
68 0.6021 0.6054 0.6088 0.6123 0.6160
69 0.5860 0.5893 0.5926 0.5961 0.5997
70 0.5698 0.5730 0.5763 0.5797 0.5833
71 0.5534 0.5565 0.5598 0.5632 0.5667
72 0.5370 0.5401 0.5433 0.5466 0.5501
73 0.5205 0.5236 0.5267 0.5300 0.5334
74 0.5040 0.5070 0.5101 0.5133 0.5167
75 0.4874 0.4903 0.4934 0.4965 0.4998
76 0.4707 0.4735 0.4765 0.4796 0.4828
77 0.4539 0.4567 0.4596 0.4627 0.4658
78 0.4374 0.4401 0.4429 0.4459 0.4489
79 0.4210 0.4237 0.4264 0.4293 0.4323
80 0.4050 0.4076 0.4102 0.4130 0.4159
81 0.3893 0.3918 0.3944 0.3971 0.4000
82 0.3740 0.3764 0.3789 0.3816 0.3843
83 0.3589 0.3613 0.3638 0.3663 0.3690
84 0.3443 0.3465 0.3489 0.3514 0.3540
85 0.3299 0.3321 0.3344 0.3368 0.3393
86 0.3159 0.3180 0.3202 0.3225 0.3250
87 0.3021 0.3042 0.3063 0.3086 0.3109
88 0.2887 0.2906 0.2927 0.2949 0.2971
89 0.2755 0.2774 0.2794 0.2814 0.2836
90 0.2625 0.2644 0.2663 0.2683 0.2703
91 0.2499 0.2517 0.2535 0.2554 0.2574
92 0.2375 0.2392 0.2410 0.2428 0.2447
93 0.2254 0.2270 0.2287 0.2304 0.2322
94 0.2133 0.2149 0.2165 0.2181 0.2199
95 0.2016 0.2031 0.2046 0.2062 0.2078
96 0.1903 0.1917 0.1931 0.1946 0.1962
97 0.1793 0.1806 0.1820 0.1834 0.1849
98 0.1686 0.1699 0.1712 0.1725 0.1739
99 0.1582 0.1593 0.1606 0.1618 0.1632
</TABLE>
61
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00%
(Except at frozen ages)
<TABLE>
<CAPTION>
Unisex
Unisex Beneficiary Age
Participant Age Years
Years
30 31 32 33 34
<S> <C> <C> <C> <C> <C>
20 0.9828 0.9837 0.9847 0.9855 0.9864
21 0.9813 0.9823 0.9833 0.9843 0.9852
22 0.9797 0.9808 0.9818 0.9829 0.9838
23 0.9779 0.9791 0.9802 0.9813 0.9824
24 0.9760 0.9773 0.9785 0.9797 0.9808
25 0.9740 0.9753 0.9766 0.9779 0.9791
26 0.9717 0.9732 0.9746 0.9759 0.9773
27 0.9693 0.9709 0.9724 0.9738 0.9752
28 0.9668 0.9684 0.9700 0.9716 0.9731
29 0.9640 0.9657 0.9674 0.9691 0.9707
30 0.9610 0.9629 0.9647 0.9664 0.9681
31 0.9579 0.9598 0.9617 0.9636 0.9654
32 0.9545 0.9565 0.9585 0.9605 0.9624
33 0.9509 0.9530 0.9551 0.9572 0.9592
34 0.9470 0.9492 0.9515 0.9536 0.9558
35 0.9429 0.9452 0.9476 0.9499 0.9521
36 0.9385 0.9410 0.9434 0.9458 0.9482
37 0.9339 0.9364 0.9390 0.9415 0.9440
38 0.9289 0.9316 0.9343 0.9369 0.9395
39 0.9237 0.9265 0.9293 0.9320 0.9348
40 0.9182 0.9211 0.9239 0.9268 0.9297
41 0.9124 0.9154 0.9183 0.9213 0.9243
42 0.9063 0.9093 0.9124 0.9155 0.9186
43 0.8998 0.9030 0.9061 0.9093 0.9125
44 0.8930 0.8963 0.8995 0.9028 0.9061
45 0.8859 0.8893 0.8926 0.8960 0.8994
46 0.8785 0.8819 0.8854 0.8889 0.8924
47 0.8708 0.8743 0.8778 0.8814 0.8850
48 0.8628 0.8663 0.8699 0.8736 0.8773
49 0.8544 0.8580 0.8617 0.8654 0.8692
50 0.8456 0.8493 0.8531 0.8569 0.8608
51 0.8365 0.8403 0.8441 0.8480 0.8519
52 0.8271 0.8309 0.8347 0.8387 0.8427
53 0.8172 0.8211 0.8250 0.8290 0.8331
54 0.8070 0.8109 0.8149 0.8190 0.8231
55 0.7964 0.8003 0.8044 0.8085 0.8127
56 0.7854 0.7893 0.7934 0.7976 0.8018
57 0.7739 0.7779 0.7820 0.7862 0.7905
58 0.7620 0.7660 0.7701 0.7743 0.7787
59 0.7496 0.7536 0.7578 0.7620 0.7664
60 0.7368 0.7408 0.7450 0.7493 0.7537
61 0.7236 0.7276 0.7318 0.7361 0.7405
62 0.7099 0.7140 0.7182 0.7225 0.7269
63 0.6959 0.6999 0.7041 0.7084 0.7129
64 0.6814 0.6855 0.6896 0.6939 0.6984
65 0.6666 0.6706 0.6747 0.6790 0.6834
66 0.6513 0.6553 0.6594 0.6637 0.6681
67 0.6357 0.6397 0.6438 0.6480 0.6524
68 0.6198 0.6237 0.6278 0.6320 0.6363
69 0.6035 0.6074 0.6114 0.6156 0.6199
70 0.5870 0.5908 0.5948 0.5990 0.6032
71 0.5704 0.5742 0.5781 0.5822 0.5864
72 0.5537 0.5574 0.5613 0.5654 0.5695
73 0.5370 0.5407 0.5445 0.5485 0.5526
74 0.5202 0.5238 0.5275 0.5314 0.5355
75 0.5032 0.5068 0.5104 0.5143 0.5183
76 0.4862 0.4896 0.4932 0.4970 0.5009
77 0.4691 0.4725 0.4760 0.4797 0.4835
78 0.4521 0.4554 0.4589 0.4625 0.4662
79 0.4354 0.4386 0.4420 0.4455 0.4492
80 0.4190 0.4221 0.4254 0.4288 0.4324
81 0.4029 0.4060 0.4092 0.4125 0.4159
82 0.3872 0.3901 0.3932 0.3965 0.3999
83 0.3718 0.3746 0.3777 0.3808 0.3841
84 0.3567 0.3595 0.3624 0.3654 0.3686
85 0.3419 0.3446 0.3474 0.3504 0.3535
86 0.3275 0.3301 0.3328 0.3357 0.3387
87 0.3133 0.3159 0.3185 0.3213 0.3241
88 0.2994 0.3019 0.3044 0.3071 0.3099
89 0.2858 0.2882 0.2906 0.2932 0.2959
90 0.2725 0.2748 0.2771 0.2796 0.2822
91 0.2595 0.2617 0.2639 0.2663 0.2688
92 0.2467 0.2488 0.2510 0.2532 0.2556
93 0.2341 0.2361 0.2382 0.2404 0.2426
94 0.2217 0.2236 0.2256 0.2276 0.2298
95 0.2096 0.2114 0.2132 0.2152 0.2173
96 0.1978 0.1995 0.2013 0.2032 0.2052
97 0.1865 0.1881 0.1898 0.1916 0.1934
98 0.1754 0.1770 0.1786 0.1803 0.1820
99 0.1646 0.1660 0.1675 0.1691 0.1708
</TABLE>
62
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00%
(Except at frozen ages)
<TABLE>
<CAPTION>
Unisex
Unisex Beneficiary Age
Participant Age Years
Years
35 36 37 38 39
<S> <C> <C> <C> <C> <C>
20 0.9872 0.9880 0.9887 0.9894 0.9900
21 0.9860 0.9869 0.9877 0.9884 0.9891
22 0.9848 0.9857 0.9866 0.9874 0.9882
23 0.9834 0.9844 0.9853 0.9862 0.9871
24 0.9819 0.9830 0.9840 0.9850 0.9859
25 0.9803 0.9814 0.9825 0.9836 0.9846
26 0.9785 0.9798 0.9809 0.9821 0.9831
27 0.9766 0.9779 0.9792 0.9804 0.9816
28 0.9745 0.9759 0.9773 0.9786 0.9799
29 0.9723 0.9738 0.9752 0.9766 0.9780
30 0.9698 0.9714 0.9730 0.9745 0.9760
31 0.9672 0.9689 0.9706 0.9722 0.9738
32 0.9643 0.9661 0.9679 0.9697 0.9714
33 0.9612 0.9632 0.9651 0.9670 0.9688
34 0.9579 0.9600 0.9620 0.9640 0.9659
35 0.9544 0.9566 0.9587 0.9608 0.9629
36 0.9506 0.9529 0.9552 0.9574 0.9596
37 0.9465 0.9489 0.9513 0.9537 0.9560
38 0.9421 0.9447 0.9472 0.9497 0.9522
39 0.9375 0.9402 0.9429 0.9455 0.9481
40 0.9325 0.9354 0.9382 0.9409 0.9437
41 0.9272 0.9302 0.9331 0.9361 0.9389
42 0.9216 0.9247 0.9278 0.9308 0.9339
43 0.9157 0.9189 0.9221 0.9253 0.9285
44 0.9095 0.9128 0.9161 0.9194 0.9228
45 0.9029 0.9063 0.9098 0.9132 0.9167
46 0.8959 0.8995 0.9031 0.9067 0.9103
47 0.8887 0.8923 0.8960 0.8998 0.9035
48 0.8810 0.8848 0.8886 0.8925 0.8963
49 0.8730 0.8769 0.8809 0.8848 0.8888
50 0.8647 0.8687 0.8727 0.8768 0.8809
51 0.8560 0.8601 0.8642 0.8684 0.8726
52 0.8468 0.8510 0.8553 0.8596 0.8639
53 0.8373 0.8416 0.8459 0.8503 0.8548
54 0.8274 0.8317 0.8361 0.8406 0.8452
55 0.8170 0.8214 0.8259 0.8305 0.8352
56 0.8062 0.8107 0.8152 0.8199 0.8247
57 0.7949 0.7994 0.8041 0.8088 0.8137
58 0.7832 0.7877 0.7924 0.7972 0.8022
59 0.7709 0.7755 0.7803 0.7852 0.7901
60 0.7582 0.7629 0.7677 0.7726 0.7776
61 0.7451 0.7498 0.7546 0.7595 0.7646
62 0.7315 0.7362 0.7410 0.7460 0.7512
63 0.7174 0.7222 0.7270 0.7321 0.7372
64 0.7030 0.7077 0.7126 0.7176 0.7228
65 0.6880 0.6928 0.6976 0.7027 0.7079
66 0.6727 0.6774 0.6823 0.6873 0.6925
67 0.6570 0.6617 0.6665 0.6716 0.6768
68 0.6409 0.6455 0.6504 0.6554 0.6606
69 0.6244 0.6291 0.6339 0.6389 0.6440
70 0.6077 0.6123 0.6171 0.6220 0.6272
71 0.5908 0.5954 0.6001 0.6050 0.6101
72 0.5739 0.5784 0.5831 0.5879 0.5930
73 0.5569 0.5613 0.5659 0.5707 0.5757
74 0.5397 0.5441 0.5487 0.5534 0.5583
75 0.5224 0.5267 0.5312 0.5359 0.5407
76 0.5050 0.5092 0.5136 0.5182 0.5230
77 0.4875 0.4916 0.4960 0.5004 0.5051
78 0.4701 0.4742 0.4784 0.4828 0.4874
79 0.4530 0.4569 0.4611 0.4654 0.4698
80 0.4361 0.4400 0.4440 0.4482 0.4526
81 0.4196 0.4233 0.4273 0.4314 0.4356
82 0.4034 0.4070 0.4109 0.4148 0.4190
83 0.3875 0.3911 0.3948 0.3987 0.4027
84 0.3719 0.3754 0.3790 0.3828 0.3867
85 0.3567 0.3600 0.3635 0.3672 0.3710
86 0.3418 0.3450 0.3484 0.3519 0.3556
87 0.3271 0.3303 0.3335 0.3370 0.3406
88 0.3128 0.3158 0.3190 0.3223 0.3257
89 0.2987 0.3016 0.3046 0.3078 0.3112
90 0.2849 0.2877 0.2906 0.2937 0.2969
91 0.2713 0.2740 0.2769 0.2798 0.2829
92 0.2581 0.2607 0.2634 0.2662 0.2692
93 0.2450 0.2475 0.2501 0.2528 0.2556
94 0.2321 0.2344 0.2369 0.2395 0.2422
95 0.2194 0.2217 0.2240 0.2265 0.2291
96 0.2072 0.2094 0.2116 0.2139 0.2164
97 0.1954 0.1974 0.1996 0.2018 0.2041
98 0.1839 0.1858 0.1878 0.1899 0.1921
99 0.1725 0.1743 0.1762 0.1782 0.1803
</TABLE>
63
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00%
(Except at frozen ages)
<TABLE>
<CAPTION>
Unisex
Unisex Beneficiary Age
Participant Age Years
Years
40 41 42 43 44
<S> <C> <C> <C> <C> <C>
20 0.9907 0.9913 0.9918 0.9924 0.9929
21 0.9898 0.9905 0.9911 0.9917 0.9922
22 0.9889 0.9896 0.9903 0.9909 0.9915
23 0.9879 0.9887 0.9894 0.9901 0.9907
24 0.9868 0.9876 0.9884 0.9892 0.9899
25 0.9855 0.9864 0.9873 0.9881 0.9889
26 0.9842 0.9852 0.9861 0.9870 0.9879
27 0.9827 0.9838 0.9848 0.9858 0.9867
28 0.9811 0.9822 0.9834 0.9844 0.9854
29 0.9793 0.9806 0.9818 0.9829 0.9840
30 0.9774 0.9787 0.9801 0.9813 0.9825
31 0.9753 0.9768 0.9782 0.9795 0.9808
32 0.9730 0.9746 0.9761 0.9775 0.9789
33 0.9705 0.9722 0.9738 0.9754 0.9769
34 0.9678 0.9696 0.9714 0.9731 0.9747
35 0.9649 0.9668 0.9687 0.9705 0.9723
36 0.9617 0.9638 0.9658 0.9678 0.9697
37 0.9583 0.9605 0.9627 0.9648 0.9668
38 0.9546 0.9570 0.9593 0.9615 0.9637
39 0.9506 0.9531 0.9556 0.9580 0.9603
40 0.9464 0.9490 0.9516 0.9541 0.9566
41 0.9418 0.9446 0.9473 0.9500 0.9527
42 0.9369 0.9398 0.9427 0.9456 0.9484
43 0.9316 0.9347 0.9378 0.9408 0.9438
44 0.9260 0.9293 0.9325 0.9357 0.9389
45 0.9201 0.9235 0.9269 0.9303 0.9336
46 0.9138 0.9174 0.9210 0.9245 0.9280
47 0.9072 0.9109 0.9147 0.9183 0.9220
48 0.9002 0.9041 0.9080 0.9118 0.9157
49 0.8928 0.8969 0.9009 0.9049 0.9089
50 0.8851 0.8892 0.8934 0.8976 0.9018
51 0.8769 0.8812 0.8856 0.8899 0.8942
52 0.8683 0.8728 0.8772 0.8817 0.8863
53 0.8593 0.8639 0.8685 0.8732 0.8778
54 0.8498 0.8545 0.8593 0.8641 0.8689
55 0.8399 0.8447 0.8496 0.8546 0.8595
56 0.8295 0.8344 0.8394 0.8445 0.8496
57 0.8186 0.8236 0.8287 0.8339 0.8392
58 0.8072 0.8123 0.8175 0.8228 0.8282
59 0.7952 0.8004 0.8058 0.8112 0.8167
60 0.7828 0.7881 0.7935 0.7990 0.8046
61 0.7699 0.7752 0.7807 0.7863 0.7920
62 0.7564 0.7619 0.7674 0.7731 0.7789
63 0.7425 0.7480 0.7536 0.7594 0.7652
64 0.7281 0.7336 0.7393 0.7451 0.7510
65 0.7133 0.7188 0.7245 0.7303 0.7363
66 0.6979 0.7035 0.7092 0.7151 0.7211
67 0.6821 0.6877 0.6934 0.6993 0.7054
68 0.6660 0.6715 0.6772 0.6831 0.6892
69 0.6494 0.6549 0.6606 0.6665 0.6726
70 0.6325 0.6380 0.6437 0.6496 0.6557
71 0.6154 0.6209 0.6265 0.6324 0.6385
72 0.5982 0.6036 0.6093 0.6151 0.6211
73 0.5809 0.5863 0.5918 0.5976 0.6036
74 0.5634 0.5687 0.5742 0.5800 0.5859
75 0.5458 0.5510 0.5564 0.5621 0.5680
76 0.5279 0.5331 0.5384 0.5440 0.5498
77 0.5100 0.5151 0.5203 0.5258 0.5315
78 0.4922 0.4971 0.5023 0.5077 0.5133
79 0.4745 0.4794 0.4845 0.4897 0.4952
80 0.4571 0.4619 0.4669 0.4720 0.4774
81 0.4401 0.4447 0.4496 0.4546 0.4599
82 0.4234 0.4279 0.4326 0.4376 0.4427
83 0.4069 0.4114 0.4160 0.4208 0.4258
84 0.3908 0.3951 0.3996 0.4043 0.4092
85 0.3750 0.3792 0.3835 0.3881 0.3929
86 0.3595 0.3636 0.3678 0.3722 0.3768
87 0.3443 0.3482 0.3523 0.3566 0.3611
88 0.3294 0.3331 0.3371 0.3413 0.3456
89 0.3147 0.3183 0.3222 0.3262 0.3303
90 0.3003 0.3038 0.3075 0.3113 0.3154
91 0.2861 0.2895 0.2931 0.2968 0.3007
92 0.2723 0.2755 0.2789 0.2825 0.2862
93 0.2486 0.2617 0.2650 0.2684 0.2720
94 0.2450 0.2480 0.2511 0.2544 0.2579
95 0.2318 0.2347 0.2376 0.2408 0.2440
96 0.2190 0.2217 0.2245 0.2275 0.2306
97 0.2066 0.2092 0.2119 0.2147 0.2177
98 0.1945 0.1969 0.1995 0.2021 0.2050
99 0.1825 0.1848 0.1873 0.1898 0.1925
</TABLE>
64
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
45 46 47 48 49
<S> <C> <C> <C> <C> <C>
20 0.9933 0.9938 0.9942 0.9946 0.9950
21 0.9927 0.9932 0.9937 0.9941 0.9945
22 0.9921 0.9926 0.9931 0.9936 0.9940
23 0.9914 0.9919 0.9925 0.9930 0.9935
24 0.9905 0.9912 0.9918 0.9924 0.9929
25 0.9897 0.9904 0.9910 0.9916 0.9922
26 0.9887 0.9894 0.9902 0.9908 0.9915
27 0.9876 0.9884 0.9892 0.9900 0.9907
28 0.9864 0.9873 0.9882 0.9890 0.9898
29 0.9851 0.9861 0.9870 0.9879 0.9887
30 0.9836 0.9847 0.9857 0.9867 0.9876
31 0.9820 0.9832 0.9843 0.9854 0.9864
32 0.9803 0.9816 0.9828 0.9839 0.9850
33 0.9784 0.9798 0.9811 0.9823 0.9835
34 0.9763 0.9778 0.9792 0.9806 0.9819
35 0.9740 0.9756 0.9772 0.9786 0.9801
36 0.9715 0.9732 0.9749 0.9765 0.9781
37 0.9687 0.9706 0.9725 0.9742 0.9759
38 0.9658 0.9678 0.9698 0.9717 0.9735
39 0.9625 0.9647 0.9668 0.9689 0.9708
40 0.9590 0.9614 0.9636 0.9658 0.9679
41 0.9552 0.9577 0.9602 0.9625 0.9648
42 0.9511 0.9538 0.9564 0.9589 0.9614
43 0.9467 0.9495 0.9523 0.9550 0.9576
44 0.9419 0.9450 0.9479 0.9508 0.9536
45 0.9369 0.9401 0.9432 0.9463 0.9493
46 0.9314 0.9348 0.9381 0.9414 0.9446
47 0.9256 0.9292 0.9327 0.9362 0.9396
48 0.9195 0.9232 0.9269 0.9306 0.9342
49 0.9129 0.9169 0.9208 0.9246 0.9284
50 0.9060 0.9101 0.9142 0.9183 0.9223
51 0.8986 0.9029 0.9072 0.9115 0.9157
52 0.8908 0.8953 0.8998 0.9043 0.9087
53 0.8825 0.8872 0.8919 0.8966 0.9013
54 0.8738 0.8787 0.8835 0.8884 0.8933
55 0.8646 0.8696 0.8747 0.8798 0.8848
56 0.8548 0.8600 0.8653 0.8705 0.8758
57 0.8445 0.8499 0.8553 0.8608 0.8663
58 0.8337 0.8392 0.8448 0.8504 0.8561
59 0.8223 0.8280 0.8337 0.8395 0.8454
60 0.8103 0.8161 0.8220 0.8280 0.8340
61 0.7979 0.8038 0.8098 0.8159 0.8221
62 0.7848 0.7909 0.7970 0.8033 0.8096
63 0.7713 0.7774 0.7837 0.7901 0.7966
64 0.7571 0.7634 0.7697 0.7762 0.7829
65 0.7425 0.7488 0.7553 0.7619 0.7686
66 0.7273 0.7337 0.7402 0.7469 0.7538
67 0.7117 0.7181 0.7247 0.7314 0.7384
68 0.6955 0.7020 0.7086 0.7154 0.7224
69 0.6789 0.6854 0.6921 0.6989 0.7060
70 0.6620 0.6684 0.6751 0.6820 0.6891
71 0.6447 0.6512 0.6579 0.6648 0.6719
72 0.6274 0.6338 0.6405 0.6474 0.6545
73 0.6098 0.6162 0.6229 0.6297 0.6368
74 0.5921 0.5984 0.6050 0.6119 0.6189
75 0.5740 0.5804 0.5869 0.5937 0.6007
76 0.5558 0.5621 0.5685 0.5752 0.5822
77 0.5374 0.5436 0.5500 0.5566 0.5635
78 0.5191 0.5252 0.5315 0.5380 0.5448
79 0.5010 0.5069 0.5131 0.5195 0.5262
80 0.4830 0.4889 0.4949 0.5013 0.5078
81 0.4654 0.4711 0.4771 0.4833 0.4897
82 0.4481 0.4537 0.4595 0.4656 0.4719
83 0.4310 0.4365 0.4422 0.4481 0.4543
84 0.4143 0.4196 0.4251 0.4309 0.4370
85 0.3978 0.4030 0.4084 0.4140 0.4199
86 0.3816 0.3867 0.3919 0.3974 0.4032
87 0.3658 0.3706 0.3757 0.3811 0.3866
88 0.3501 0.3548 0.3598 0.3650 0.3704
89 0.3347 0.3393 0.3441 0.3491 0.3543
90 0.3196 0.3240 0.3286 0.3335 0.3385
91 0.3048 0.3090 0.3135 0.3181 0.3230
92 0.2902 0.2943 0.2985 0.3030 0.3077
93 0.2758 0.2797 0.2838 0.2881 0.2926
94 0.2614 0.2652 0.2691 0.2733 0.2776
95 0.2475 0.2511 0.2548 0.2588 0.2629
96 0.2339 0.2373 0.2409 0.2447 0.2486
97 0.2208 0.2240 0.2275 0.2310 0.2348
98 0.2079 0.2110 0.2143 0.2177 0.2212
99 0.1953 0.1982 0.2013 0.2045 0.2079
</TABLE>
65
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
50 51 52 53 54
<S> <C> <C> <C> <C> <C> <C>
20 0.9953 0.9957 0.9960 0.9963 0.9965
21 0.9949 0.9953 0.9956 0.9959 0.9962
22 0.9945 0.9949 0.9952 0.9956 0.9959
23 0.9940 0.9944 0.9948 0.9952 0.9955
24 0.9934 0.9939 0.9943 0.9947 0.9951
25 0.9928 0.9933 0.9938 0.9943 0.9947
26 0.9921 0.9927 0.9932 0.9937 0.9942
27 0.9913 0.9920 0.9925 0.9931 0.9936
28 0.9905 0.9912 0.9918 0.9924 0.9930
29 0.9895 0.9903 0.9910 0.9917 0.9923
30 0.9885 0.9893 0.9901 0.9908 0.9915
31 0.9874 0.9883 0.9891 0.9899 0.9907
32 0.9861 0.9871 0.9880 0.9889 0.9897
33 0.9847 0.9858 0.9868 0.9878 0.9887
34 0.9831 0.9843 0.9854 0.9865 0.9875
35 0.9814 0.9827 0.9839 0.9851 0.9862
36 0.9795 0.9809 0.9823 0.9835 0.9847
37 0.9775 0.9790 0.9805 0.9818 0.9832
38 0.9752 0.9769 0.9784 0.9800 0.9814
39 0.9727 0.9745 0.9762 0.9779 0.9794
40 0.9700 0.9719 0.9738 0.9756 0.9773
41 0.9670 0.9691 0.9711 0.9731 0.9749
42 0.9637 0.9660 0.9682 0.9703 0.9723
43 0.9602 0.9626 0.9650 0.9673 0.9695
44 0.9563 0.9590 0.9615 0.9640 0.9663
45 0.9522 0.9550 0.9578 0.9604 0.9630
46 0.9477 0.9507 0.9537 0.9565 0.9593
47 0.9429 0.9461 0.9493 0.9523 0.9553
48 0.9377 0.9412 0.9445 0.9478 0.9510
49 0.9322 0.9359 0.9394 0.9429 0.9463
50 0.9263 0.9301 0.9340 0.9377 0.9413
51 0.9199 0.9240 0.9281 0.9320 0.9359
52 0.9131 0.9175 0.9217 0.9260 0.9301
53 0.9059 0.9104 0.9150 0.9194 0.9238
54 0.8981 0.9029 0.9077 0.9124 0.9171
55 0.8880 0.8920 0.8960 0.9000 0.9030
56 0.8790 0.8830 0.8870 0.8920 0.8960
57 0.8700 0.8740 0.8790 0.8830 0.8870
58 0.8600 0.8650 0.8690 0.8740 0.8780
59 0.8500 0.8550 0.8590 0.8630 0.8690
60 0.8390 0.8440 0.8480 0.8530 0.8580
61 0.8280 0.8320 0.8370 0.8420 0.8470
62 0.8160 0.8210 0.8250 0.8300 0.8350
63 0.8032 0.8099 0.8166 0.8235 0.8304
64 0.7896 0.7965 0.8034 0.8105 0.8176
65 0.7755 0.7825 0.7896 0.7968 0.8042
66 0.7607 0.7679 0.7751 0.7825 0.7901
67 0.7454 0.7527 0.7601 0.7677 0.7753
68 0.7296 0.7369 0.7445 0.7521 0.7600
69 0.7132 0.7206 0.7283 0.7361 0.7440
70 0.6964 0.7039 0.7116 0.7195 0.7275
71 0.6792 0.6867 0.6945 0.7025 0.7106
72 0.6618 0.6694 0.6772 0.6852 0.6934
73 0.6442 0.6517 0.6595 0.6676 0.6759
74 0.6262 0.6338 0.6416 0.6496 0.6580
75 0.6080 0.6155 0.6233 0.6313 0.6397
76 0.5894 0.5969 0.6046 0.6127 0.6210
77 0.5706 0.5780 0.5857 0.5937 0.6020
78 0.5519 0.5592 0.5668 0.5747 0.5829
79 0.5332 0.5404 0.5479 0.5557 0.5639
80 0.5147 0.5218 0.5292 0.5369 0.5450
81 0.4964 0.5034 0.5107 0.5183 0.5263
82 0.4785 0.4853 0.4925 0.5000 0.5078
83 0.4608 0.4675 0.4745 0.4818 0.4895
84 0.4433 0.4499 0.4567 0.4639 0.4714
85 0.4261 0.4325 0.4392 0.4463 0.4536
86 0.4091 0.4154 0.4220 0.4288 0.4360
87 0.3925 0.3986 0.4049 0.4116 0.4186
88 0.3760 0.3819 0.3881 0.3946 0.4014
89 0.3598 0.3655 0.3715 0.3778 0.3845
90 0.3438 0.3494 0.3552 0.3613 0.3677
91 0.3281 0.3335 0.3391 0.3450 0.3512
92 0.3127 0.3178 0.3232 0.3289 0.3349
93 0.2974 0.3023 0.3075 0.3130 0.3188
94 0.2821 0.2869 0.2919 0.2972 0.3027
95 0.2672 0.2718 0.2766 0.2816 0.2870
96 0.2528 0.2571 0.2617 0.2665 0.2716
97 0.2387 0.2429 0.2473 0.2519 0.2567
98 0.2250 0.2289 0.2331 0.2375 0.2421
99 0.2114 0.2152 0.2191 0.2233 0.2277
</TABLE>
66
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
55 56 57 58 59
<S> <C> <C> <C> <C> <C>
20 0.9968 0.9970 0.9972 0.9975 0.9977
21 0.9965 0.9968 0.9970 0.9973 0.9975
22 0.9962 0.9965 0.9968 0.9970 0.9973
23 0.9959 0.9962 0.9965 0.9968 0.9970
24 0.9955 0.9959 0.9962 0.9965 0.9968
25 0.9951 0.9955 0.9958 0.9962 0.9965
26 0.9946 0.9950 0.9954 0.9958 0.9961
27 0.9941 0.9946 0.9950 0.9954 0.9958
28 0.9935 0.9940 0.9945 0.9950 0.9954
29 0.9929 0.9935 0.9940 0.9945 0.9949
30 0.9922 0.9928 0.9934 0.9939 0.9944
31 0.9914 0.9921 0.9927 0.9933 0.9938
32 0.9905 0.9912 0.9919 0.9926 0.9932
33 0.9895 0.9903 0.9911 0.9918 0.9925
34 0.9884 0.9893 0.9902 0.9909 0.9917
35 0.9872 0.9882 0.9891 0.9900 0.9908
36 0.9859 0.9870 0.9880 0.9889 0.9898
37 0.9844 0.9856 0.9867 0.9877 0.9887
38 0.9827 0.9840 0.9852 0.9864 0.9875
39 0.9809 0.9823 0.9837 0.9849 0.9861
40 0.9789 0.9804 0.9819 0.9833 0.9846
41 0.9767 0.9784 0.9800 0.9815 0.9829
42 0.9742 0.9761 0.9778 0.9795 0.9810
43 0.9715 0.9735 0.9754 0.9773 0.9790
44 0.9686 0.9708 0.9729 0.9748 0.9767
45 0.9654 0.9678 0.9700 0.9722 0.9742
46 0.9619 0.9645 0.9669 0.9693 0.9715
47 0.9582 0.9609 0.9636 0.9661 0.9685
48 0.9541 0.9570 0.9599 0.9627 0.9653
49 0.9496 0.9529 0.9559 0.9589 0.9618
50 0.9449 0.9483 0.9516 0.9548 0.9579
51 0.9397 0.9434 0.9470 0.9504 0.9538
52 0.9341 0.9381 0.9419 0.9456 0.9492
53 0.9281 0.9323 0.9364 0.9404 0.9443
54 0.9216 0.9261 0.9305 0.9347 0.9389
55 0.9070 0.9110 0.9150 0.9190 0.9220
56 0.9000 0.9030 0.9070 0.9110 0.9150
57 0.8920 0.8950 0.8990 0.9030 0.9080
58 0.8820 0.8870 0.8910 0.8950 0.8990
59 0.8730 0.8780 0.8830 0.8870 0.8910
60 0.8630 0.8680 0.8720 0.8780 0.8820
61 0.8520 0.8570 0.8620 0.8670 0.8720
62 0.8410 0.8450 0.8510 0.8560 0.8610
63 0.8374 0.8444 0.8514 0.8584 0.8654
64 0.8248 0.8321 0.8394 0.8467 0.8540
65 0.8116 0.8191 0.8267 0.8343 0.8419
66 0.7977 0.8054 0.8133 0.8211 0.8291
67 0.7832 0.7911 0.7992 0.8073 0.8155
68 0.7680 0.7761 0.7844 0.7928 0.8013
69 0.7522 0.7605 0.7690 0.7776 0.7863
70 0.7358 0.7443 0.7529 0.7618 0.7707
71 0.7190 0.7276 0.7364 0.7454 0.7546
72 0.7019 0.7106 0.7196 0.7287 0.7380
73 0.6844 0.6932 0.7023 0.7116 0.7210
74 0.6666 0.6754 0.6845 0.6939 0.7035
75 0.6483 0.6572 0.6663 0.6758 0.6855
76 0.6296 0.6385 0.6477 0.6572 0.6670
77 0.6106 0.6194 0.6286 0.6382 0.6480
78 0.5914 0.6003 0.6095 0.6190 0.6288
79 0.5723 0.5811 0.5903 0.5997 0.6096
80 0.5533 0.5621 0.5711 0.5805 0.5903
81 0.5345 0.5432 0.5521 0.5615 0.5712
82 0.5159 0.5244 0.5333 0.5425 0.5522
83 0.4975 0.5059 0.5146 0.5238 0.5333
84 0.4793 0.4875 0.4961 0.5051 0.5145
85 0.4613 0.4694 0.4778 0.4867 0.4959
86 0.4435 0.4514 0.4597 0.4684 0.4775
87 0.4260 0.4337 0.4418 0.4503 0.4592
88 0.4086 0.4161 0.4240 0.4323 0.4410
89 0.3914 0.3987 0.4064 0.4145 0.4230
90 0.3745 0.3815 0.3890 0.3969 0.4051
91 0.3577 0.3646 0.3719 0.3795 0.3875
92 0.3412 0.3479 0.3549 0.3623 0.3700
93 0.3249 0.3313 0.3380 0.3452 0.3527
94 0.3086 0.3147 0.3212 0.3281 0.3353
95 0.2926 0.2985 0.3047 0.3113 0.3183
96 0.2770 0.2826 0.2886 0.2949 0.3016
97 0.2618 0.2672 0.2730 0.2790 0.2854
98 0.2470 0.2521 0.2576 0.2633 0.2694
99 0.2323 0.2372 0.2424 0.2478 0.2537
</TABLE>
67
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
60 61 62 63 64
<S> <C> <C> <C> <C> <C>
20 0.9978 0.9980 0.9982 0.9983 0.9984
21 0.9977 0.9978 0.9980 0.9982 0.9983
22 0.9975 0.9977 0.9979 0.9980 0.9982
23 0.9973 0.9975 0.9977 0.9979 0.9981
24 0.9970 0.9973 0.9975 0.9977 0.9979
25 0.9968 0.9970 0.9973 0.9975 0.9977
26 0.9965 0.9968 0.9970 0.9973 0.9975
27 0.9961 0.9964 0.9967 0.9970 0.9973
28 0.9957 0.9961 0.9964 0.9967 0.9970
29 0.9953 0.9957 0.9961 0.9964 0.9967
30 0.9949 0.9953 0.9957 0.9961 0.9964
31 0.9943 0.9948 0.9953 0.9957 0.9961
32 0.9938 0.9943 0.9948 0.9952 0.9957
33 0.9931 0.9937 0.9942 0.9947 0.9952
34 0.9924 0.9930 0.9936 0.9942 0.9947
35 0.9916 0.9923 0.9929 0.9935 0.9941
36 0.9906 0.9914 0.9922 0.9928 0.9935
37 0.9896 0.9905 0.9913 0.9920 0.9927
38 0.9885 0.9894 0.9903 0.9912 0.9919
39 0.9872 0.9883 0.9893 0.9902 0.9910
40 0.9858 0.9870 0.9881 0.9891 0.9900
41 0.9843 0.9855 0.9867 0.9878 0.9889
42 0.9825 0.9839 0.9852 0.9864 0.9876
43 0.9806 0.9821 0.9836 0.9849 0.9862
44 0.9785 0.9802 0.9817 0.9832 0.9846
45 0.9762 0.9780 0.9797 0.9814 0.9829
46 0.9736 0.9756 0.9775 0.9793 0.9810
47 0.9708 0.9730 0.9751 0.9771 0.9790
48 0.9678 0.9702 0.9725 0.9746 0.9767
49 0.9645 0.9671 0.9696 0.9720 0.9742
50 0.9609 0.9637 0.9664 0.9690 0.9714
51 0.9570 0.9600 0.9630 0.9658 0.9684
52 0.9527 0.9560 0.9592 0.9622 0.9651
53 0.9480 0.9516 0.9551 0.9584 0.9615
54 0.9429 0.9468 0.9505 0.9541 0.9575
55 0.9260 0.9290 0.9330 0.9494 0.9531
56 0.9190 0.9220 0.9260 0.9443 0.9483
57 0.9120 0.9160 0.9190 0.9387 0.9430
58 0.9040 0.9080 0.9120 0.9325 0.9372
59 0.8950 0.9000 0.9050 0.9258 0.9308
60 0.8860 0.8910 0.8960 0.9185 0.9239
61 0.8770 0.8810 0.8860 0.9105 0.9163
62 0.8670 0.8720 0.8770 0.9020 0.9081
63 0.8724 0.8792 0.8860 0.8927 0.8993
64 0.8613 0.8685 0.8757 0.8828 0.8897
65 0.8495 0.8571 0.8646 0.8721 0.8794
66 0.8370 0.8449 0.8528 0.8607 0.8684
67 0.8238 0.8320 0.8403 0.8485 0.8567
68 0.8098 0.8184 0.8270 0.8356 0.8441
69 0.7951 0.8040 0.8129 0.8219 0.8308
70 0.7798 0.7889 0.7982 0.8075 0.8168
71 0.7639 0.7733 0.7828 0.7924 0.8021
72 0.7476 0.7572 0.7670 0.7769 0.7869
73 0.7307 0.7406 0.7506 0.7608 0.7711
74 0.7134 0.7234 0.7337 0.7441 0.7546
75 0.6955 0.7057 0.7161 0.7267 0.7375
76 0.6770 0.6873 0.6979 0.7087 0.7197
77 0.6581 0.6685 0.6792 0.6901 0.7013
78 0.6390 0.6494 0.6602 0.6712 0.6825
79 0.6197 0.6302 0.6410 0.6521 0.6635
80 0.6005 0.6109 0.6218 0.6329 0.6444
81 0.5813 0.5917 0.6025 0.6137 0.6252
82 0.5622 0.5726 0.5834 0.5945 0.6060
83 0.5432 0.5535 0.5642 0.5753 0.5868
84 0.5243 0.5345 0.5451 0.5561 0.5676
85 0.5056 0.5156 0.5261 0.5370 0.5484
86 0.4869 0.4969 0.5072 0.5180 0.5292
87 0.4685 0.4782 0.4884 0.4990 0.5101
88 0.4501 0.4597 0.4697 0.4801 0.4910
89 0.4319 0.4412 0.4510 0.4613 0.4720
90 0.4138 0.4229 0.4325 0.4425 0.4530
91 0.3960 0.4048 0.4141 0.4239 0.4342
92 0.3782 0.3869 0.3959 0.4054 0.4154
93 0.3606 0.3690 0.3777 0.3870 0.3967
94 0.3430 0.3510 0.3595 0.3685 0.3779
95 0.3256 0.3334 0.3416 0.3502 0.3593
96 0.3087 0.3161 0.3240 0.3323 0.3411
97 0.2922 0.2993 0.3069 0.3148 0.3233
98 0.2759 0.2827 0.2900 0.2976 0.3057
99 0.2598 0.2663 0.2732 0.2805 0.2882
</TABLE>
68
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
65 66 67 68 69
<S> <C> <C> <C> <C> <C>
20 0.9986 0.9987 0.9988 0.9989 0.9990
21 0.9985 0.9986 0.9987 0.9988 0.9989
22 0.9984 0.9985 0.9986 0.9987 0.9989
23 0.9982 0.9984 0.9985 0.9987 0.9988
24 0.9981 0.9982 0.9984 0.9985 0.9987
25 0.9979 0.9981 0.9983 0.9984 0.9986
26 0.9977 0.9979 0.9981 0.9983 0.9985
27 0.9975 0.9977 0.9980 0.9981 0.9983
28 0.9973 0.9975 0.9978 0.9980 0.9982
29 0.9970 0.9973 0.9976 0.9978 0.9980
30 0.9967 0.9970 0.9973 0.9976 0.9978
31 0.9964 0.9967 0.9970 0.9973 0.9976
32 0.9960 0.9964 0.9967 0.9971 0.9973
33 0.9956 0.9960 0.9964 0.9967 0.9971
34 0.9952 0.9956 0.9960 0.9964 0.9968
35 0.9946 0.9951 0.9956 0.9960 0.9964
36 0.9941 0.9946 0.9951 0.9956 0.9960
37 0.9934 0.9940 0.9946 0.9951 0.9955
38 0.9927 0.9933 0.9939 0.9945 0.9950
39 0.9918 0.9926 0.9932 0.9939 0.9945
40 0.9909 0.9917 0.9925 0.9932 0.9938
41 0.9898 0.9907 0.9916 0.9924 0.9931
42 0.9887 0.9897 0.9906 0.9915 0.9923
43 0.9874 0.9885 0.9895 0.9905 0.9914
44 0.9859 0.9872 0.9883 0.9894 0.9904
45 0.9844 0.9857 0.9870 0.9881 0.9892
46 0.9826 0.9841 0.9855 0.9868 0.9880
47 0.9807 0.9823 0.9839 0.9853 0.9866
48 0.9786 0.9804 0.9821 0.9837 0.9851
49 0.9763 0.9783 0.9801 0.9819 0.9835
50 0.9737 0.9759 0.9780 0.9799 0.9817
51 0.9710 0.9733 0.9756 0.9777 0.9797
52 0.9679 0.9705 0.9729 0.9753 0.9774
53 0.9645 0.9674 0.9700 0.9726 0.9750
54 0.9608 0.9639 0.9668 0.9696 0.9722
55 0.9567 0.9601 0.9633 0.9663 0.9692
56 0.9522 0.9558 0.9594 0.9627 0.9658
57 0.9472 0.9512 0.9550 0.9586 0.9621
58 0.9417 0.9460 0.9502 0.9541 0.9579
59 0.9357 0.9404 0.9449 0.9492 0.9533
60 0.9291 0.9342 0.9390 0.9437 0.9481
61 0.9219 0.9274 0.9326 0.9377 0.9425
62 0.9141 0.9200 0.9256 0.9311 0.9363
63 0.9057 0.9119 0.9180 0.9239 0.9295
64 0.8966 0.9032 0.9097 0.9160 0.9221
65 0.8867 0.8938 0.9007 0.9075 0.9140
66 0.8761 0.8836 0.8910 0.8982 0.9052
67 0.8647 0.8727 0.8805 0.8882 0.8957
68 0.8526 0.8610 0.8693 0.8774 0.8854
69 0.8397 0.8485 0.8573 0.8659 0.8743
70 0.8260 0.8353 0.8445 0.8536 0.8625
71 0.8118 0.8214 0.8310 0.8406 0.8500
72 0.7969 0.8069 0.8170 0.8269 0.8368
73 0.7814 0.7918 0.8022 0.8127 0.8230
74 0.7653 0.7760 0.7868 0.7976 0.8084
75 0.7484 0.7595 0.7706 0.7818 0.7930
76 0.7309 0.7422 0.7536 0.7652 0.7768
77 0.7127 0.7243 0.7360 0.7479 0.7598
78 0.6941 0.7059 0.7179 0.7300 0.7423
79 0.6752 0.6872 0.6994 0.7118 0.7244
80 0.6562 0.6683 0.6807 0.6933 0.7061
81 0.6371 0.6493 0.6618 0.6745 0.6876
82 0.6179 0.6302 0.6427 0.6557 0.6688
83 0.5987 0.6110 0.6236 0.6366 0.6499
84 0.5794 0.5917 0.6043 0.6174 0.6308
85 0.5602 0.5724 0.5850 0.5981 0.6115
86 0.5409 0.5530 0.5656 0.5786 0.5921
87 0.5217 0.5337 0.5462 0.5591 0.5725
88 0.5024 0.5143 0.5267 0.5395 0.5529
89 0.4832 0.4949 0.5071 0.5198 0.5331
90 0.4640 0.4755 0.4876 0.5001 0.5132
91 0.4450 0.4562 0.4680 0.4804 0.4933
92 0.4260 0.4370 0.4485 0.4606 0.4733
93 0.4069 0.4177 0.4290 0.4408 0.4532
94 0.3878 0.3983 0.4092 0.4208 0.4329
95 0.3689 0.3790 0.3897 0.4009 0.4127
96 0.3504 0.3601 0.3704 0.3813 0.3927
97 0.3322 0.3416 0.3516 0.3621 0.3731
98 0.3143 0.3233 0.3329 0.3430 0.3537
99 0.2964 0.3051 0.3142 0.3239 0.3342
</TABLE>
69
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
70 71 72 73 74
<S> <C> <C> <C> <C> <C>
20 0.9991 0.9992 0.9992 0.9993 0.9994
21 0.9990 0.9991 0.9992 0.9993 0.9993
22 0.9990 0.9991 0.9991 0.9992 0.9993
23 0.9989 0.9990 0.9991 0.9992 0.9992
24 0.9988 0.9989 0.9990 0.9991 0.9992
25 0.9987 0.9988 0.9989 0.9990 0.9991
26 0.9986 0.9987 0.9989 0.9990 0.9991
27 0.9985 0.9986 0.9988 0.9989 0.9990
28 0.9983 0.9985 0.9986 0.9988 0.9989
29 0.9982 0.9984 0.9985 0.9987 0.9988
30 0.9980 0.9982 0.9984 0.9985 0.9987
31 0.9978 0.9980 0.9982 0.9984 0.9986
32 0.9976 0.9978 0.9981 0.9983 0.9984
33 0.9974 0.9976 0.9979 0.9981 0.9983
34 0.9971 0.9974 0.9976 0.9979 0.9981
35 0.9968 0.9971 0.9974 0.9976 0.9979
36 0.9964 0.9968 0.9971 0.9974 0.9977
37 0.9960 0.9964 0.9968 0.9971 0.9974
38 0.9955 0.9960 0.9964 0.9967 0.9971
39 0.9950 0.9955 0.9960 0.9964 0.9967
40 0.9944 0.9950 0.9955 0.9959 0.9964
41 0.9938 0.9944 0.9949 0.9954 0.9959
42 0.9930 0.9937 0.9943 0.9949 0.9954
43 0.9922 0.9929 0.9936 0.9943 0.9948
44 0.9913 0.9921 0.9929 0.9936 0.9942
45 0.9902 0.9912 0.9920 0.9928 0.9935
46 0.9891 0.9902 0.9911 0.9920 0.9928
47 0.9879 0.9890 0.9901 0.9910 0.9919
48 0.9865 0.9878 0.9889 0.9900 0.9910
49 0.9850 0.9864 0.9877 0.9889 0.9900
50 0.9833 0.9849 0.9863 0.9876 0.9888
51 0.9815 0.9832 0.9848 0.9862 0.9876
52 0.9795 0.9813 0.9831 0.9847 0.9862
53 0.9772 0.9793 0.9812 0.9830 0.9846
54 0.9747 0.9770 0.9791 0.9811 0.9829
55 0.9719 0.9744 0.9767 0.9789 0.9809
56 0.9688 0.9715 0.9741 0.9765 0.9787
57 0.9653 0.9683 0.9712 0.9738 0.9763
58 0.9614 0.9648 0.9679 0.9708 0.9735
59 0.9571 0.9608 0.9642 0.9674 0.9704
60 0.9524 0.9564 0.9601 0.9636 0.9669
61 0.9471 0.9515 0.9556 0.9594 0.9630
62 0.9413 0.9461 0.9505 0.9548 0.9587
63 0.9350 0.9401 0.9450 0.9496 0.9539
64 0.9280 0.9336 0.9389 0.9439 0.9486
65 0.9203 0.9264 0.9321 0.9376 0.9427
66 0.9120 0.9185 0.9247 0.9307 0.9363
67 0.9030 0.9100 0.9167 0.9231 0.9292
68 0.8932 0.9007 0.9079 0.9148 0.9214
69 0.8826 0.8906 0.8984 0.9058 0.9129
70 0.8713 0.8798 0.8881 0.8960 0.9037
71 0.8593 0.8683 0.8771 0.8856 0.8938
72 0.8466 0.8562 0.8655 0.8745 0.8832
73 0.8333 0.8433 0.8532 0.8627 0.8720
74 0.8191 0.8297 0.8401 0.8502 0.8600
75 0.8042 0.8152 0.8261 0.8367 0.8471
76 0.7884 0.7999 0.8112 0.8224 0.8333
77 0.7718 0.7838 0.7956 0.8072 0.8187
78 0.7547 0.7670 0.7792 0.7913 0.8033
79 0.7371 0.7498 0.7624 0.7749 0.7874
80 0.7191 0.7321 0.7451 0.7580 0.7709
81 0.7008 0.7141 0.7274 0.7407 0.7540
82 0.6823 0.6958 0.7094 0.7231 0.7367
83 0.6635 0.6772 0.6911 0.7050 0.7190
84 0.6445 0.6584 0.6724 0.6866 0.7009
85 0.6253 0.6393 0.6535 0.6679 0.6824
86 0.6059 0.6200 0.6343 0.6488 0.6635
87 0.5864 0.6005 0.6149 0.6295 0.6443
88 0.5666 0.5807 0.5952 0.6098 0.6248
89 0.5467 0.5608 0.5752 0.5899 0.6049
90 0.5267 0.5407 0.5550 0.5697 0.5847
91 0.5067 0.5205 0.5347 0.5492 0.5642
92 0.4865 0.5001 0.5142 0.5286 0.5435
93 0.4662 0.4796 0.4934 0.5077 0.5224
94 0.4455 0.4587 0.4723 0.4863 0.5008
95 0.4250 0.4379 0.4512 0.4649 0.4792
96 0.4047 0.4172 0.4302 0.4437 0.4577
97 0.3848 0.3969 0.4095 0.4226 0.4363
98 0.3649 0.3766 0.3889 0.4016 0.4149
99 0.3450 0.3563 0.3681 0.3805 0.3933
</TABLE>
70
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
75 76 77 78 79
<S> <C> <C> <C> <C> <C>
20 0.9994 0.9995 0.9995 0.9996 0.9996
21 0.9994 0.9995 0.9995 0.9996 0.9996
22 0.9994 0.9994 0.9995 0.9995 0.9996
23 0.9993 0.9994 0.9994 0.9995 0.9996
24 0.9993 0.9993 0.9994 0.9995 0.9995
25 0.9992 0.9993 0.9994 0.9994 0.9995
26 0.9992 0.9992 0.9993 0.9994 0.9994
27 0.9991 0.9992 0.9993 0.9993 0.9994
28 0.9990 0.9991 0.9992 0.9993 0.9994
29 0.9989 0.9990 0.9991 0.9992 0.9993
30 0.9988 0.9989 0.9991 0.9992 0.9992
31 0.9987 0.9989 0.9990 0.9991 0.9992
32 0.9986 0.9987 0.9989 0.9990 0.9991
33 0.9985 0.9986 0.9988 0.9989 0.9990
34 0.9983 0.9985 0.9986 0.9988 0.9989
35 0.9981 0.9983 0.9985 0.9987 0.9988
36 0.9979 0.9981 0.9983 0.9985 0.9987
37 0.9977 0.9979 0.9981 0.9983 0.9985
38 0.9974 0.9977 0.9979 0.9981 0.9983
39 0.9971 0.9974 0.9977 0.9979 0.9982
40 0.9967 0.9971 0.9974 0.9977 0.9979
41 0.9963 0.9967 0.9971 0.9974 0.9977
42 0.9959 0.9963 0.9967 0.9971 0.9974
43 0.9954 0.9959 0.9963 0.9967 0.9970
44 0.9948 0.9953 0.9958 0.9963 0.9967
45 0.9942 0.9948 0.9953 0.9958 0.9963
46 0.9935 0.9942 0.9948 0.9953 0.9958
47 0.9927 0.9935 0.9941 0.9947 0.9953
48 0.9919 0.9927 0.9934 0.9941 0.9947
49 0.9910 0.9919 0.9927 0.9934 0.9941
50 0.9899 0.9909 0.9919 0.9927 0.9934
51 0.9888 0.9899 0.9909 0.9919 0.9927
52 0.9875 0.9888 0.9899 0.9909 0.9919
53 0.9861 0.9875 0.9887 0.9899 0.9909
54 0.9845 0.9860 0.9874 0.9887 0.9899
55 0.9827 0.9844 0.9860 0.9874 0.9887
56 0.9808 0.9826 0.9844 0.9859 0.9874
57 0.9785 0.9806 0.9825 0.9843 0.9859
58 0.9760 0.9783 0.9804 0.9824 0.9842
59 0.9731 0.9757 0.9780 0.9802 0.9822
60 0.9699 0.9728 0.9754 0.9778 0.9800
61 0.9664 0.9695 0.9724 0.9751 0.9775
62 0.9624 0.9658 0.9691 0.9720 0.9747
63 0.9580 0.9618 0.9653 0.9686 0.9716
64 0.9531 0.9572 0.9611 0.9647 0.9681
65 0.9476 0.9522 0.9565 0.9605 0.9641
66 0.9416 0.9466 0.9513 0.9557 0.9597
67 0.9349 0.9404 0.9456 0.9504 0.9549
68 0.9277 0.9336 0.9392 0.9445 0.9494
69 0.9197 0.9261 0.9322 0.9380 0.9434
70 0.9110 0.9180 0.9246 0.9309 0.9368
71 0.9016 0.9092 0.9164 0.9232 0.9296
72 0.8917 0.8998 0.9075 0.9149 0.9218
73 0.8810 0.8897 0.8980 0.9059 0.9134
74 0.8695 0.8788 0.8877 0.8962 0.9043
75 0.8572 0.8670 0.8765 0.8856 0.8943
76 0.8440 0.8544 0.8645 0.8742 0.8835
77 0.8299 0.8409 0.8516 0.8619 0.8718
78 0.8151 0.8266 0.8379 0.8488 0.8593
79 0.7996 0.8117 0.8235 0.8351 0.8462
80 0.7836 0.7962 0.8086 0.8207 0.8324
81 0.7672 0.7803 0.7932 0.8058 0.8181
82 0.7503 0.7638 0.7772 0.7904 0.8032
83 0.7330 0.7469 0.7608 0.7744 0.7878
84 0.7152 0.7295 0.7438 0.7579 0.7717
85 0.6970 0.7116 0.7263 0.7408 0.7552
86 0.6784 0.6933 0.7083 0.7233 0.7380
87 0.6594 0.6746 0.6899 0.7051 0.7203
88 0.6400 0.6554 0.6709 0.6865 0.7020
89 0.6202 0.6357 0.6515 0.6673 0.6831
90 0.6000 0.6157 0.6315 0.6475 0.6636
91 0.5796 0.5952 0.6112 0.6274 0.6436
92 0.5588 0.5745 0.5905 0.6067 0.6231
93 0.5376 0.5532 0.5692 0.5854 0.6019
94 0.5159 0.5313 0.5473 0.5635 0.5799
95 0.4940 0.5093 0.5251 0.5412 0.5576
96 0.4722 0.4873 0.5028 0.5188 0.5351
97 0.4505 0.4653 0.4806 0.4964 0.5125
98 0.4287 0.4432 0.4582 0.4737 0.4895
99 0.4068 0.4209 0.4355 0.4506 0.4662
</TABLE>
71
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
<S> <C> <C> <C> <C> <C>
80 81 82 83 84
20 0.9997 0.9997 0.9997 0.9998 0.9998
21 0.9996 0.9997 0.9997 0.9997 0.9998
22 0.9996 0.9997 0.9997 0.9997 0.9998
23 0.9996 0.9996 0.9997 0.9997 0.9997
24 0.9996 0.9996 0.9997 0.9997 0.9997
25 0.9995 0.9996 0.9996 0.9997 0.9997
26 0.9995 0.9996 0.9996 0.9996 0.9997
27 0.9995 0.9995 0.9996 0.9996 0.9997
28 0.9994 0.9995 0.9995 0.9996 0.9996
29 0.9994 0.9994 0.9995 0.9996 0.9996
30 0.9993 0.9994 0.9995 0.9995 0.9996
31 0.9993 0.9993 0.9994 0.9995 0.9995
32 0.9992 0.9993 0.9994 0.9994 0.9995
33 0.9991 0.9992 0.9993 0.9994 0.9994
34 0.9990 0.9991 0.9992 0.9993 0.9994
35 0.9989 0.9990 0.9992 0.9992 0.9993
36 0.9988 0.9989 0.9991 0.9992 0.9993
37 0.9987 0.9988 0.9990 0.9991 0.9992
38 0.9985 0.9987 0.9988 0.9990 0.9991
39 0.9984 0.9985 0.9987 0.9989 0.9990
40 0.9982 0.9984 0.9985 0.9987 0.9989
41 0.9979 0.9982 0.9984 0.9985 0.9987
42 0.9977 0.9979 0.9982 0.9984 0.9986
43 0.9974 0.9977 0.9979 0.9981 0.9984
44 0.9970 0.9974 0.9976 0.9979 0.9981
45 0.9967 0.9970 0.9973 0.9976 0.9979
46 0.9962 0.9967 0.9970 0.9973 0.9976
47 0.9958 0.9962 0.9967 0.9970 0.9974
48 0.9953 0.9958 0.9963 0.9967 0.9970
49 0.9947 0.9953 0.9958 0.9963 0.9967
50 0.9941 0.9948 0.9953 0.9958 0.9963
51 0.9935 0.9942 0.9948 0.9954 0.9959
52 0.9927 0.9935 0.9942 0.9948 0.9954
53 0.9919 0.9927 0.9935 0.9942 0.9949
54 0.9909 0.9919 0.9928 0.9935 0.9943
55 0.9899 0.9909 0.9919 0.9928 0.9936
56 0.9887 0.9899 0.9910 0.9919 0.9928
57 0.9873 0.9887 0.9899 0.9910 0.9919
58 0.9858 0.9873 0.9886 0.9898 0.9909
59 0.9840 0.9857 0.9872 0.9885 0.9898
60 0.9820 0.9839 0.9855 0.9871 0.9885
61 0.9798 0.9818 0.9837 0.9854 0.9870
62 0.9772 0.9795 0.9816 0.9836 0.9853
63 0.9744 0.9769 0.9793 0.9814 0.9834
64 0.9712 0.9740 0.9766 0.9790 0.9812
65 0.9676 0.9707 0.9736 0.9763 0.9788
66 0.9635 0.9670 0.9702 0.9732 0.9760
67 0.9590 0.9629 0.9665 0.9698 0.9728
68 0.9540 0.9583 0.9622 0.9659 0.9693
69 0.9484 0.9531 0.9575 0.9616 0.9653
70 0.9423 0.9475 0.9523 0.9567 0.9609
71 0.9356 0.9412 0.9465 0.9515 0.9561
72 0.9284 0.9345 0.9403 0.9457 0.9508
73 0.9205 0.9272 0.9335 0.9394 0.9450
74 0.9120 0.9192 0.9261 0.9325 0.9386
75 0.9026 0.9104 0.9179 0.9249 0.9315
76 0.8924 0.9008 0.9088 0.9164 0.9236
77 0.8813 0.8904 0.8990 0.9072 0.9150
78 0.8695 0.8791 0.8884 0.8972 0.9056
79 0.8569 0.8672 0.8771 0.8866 0.8956
80 0.8438 0.8547 0.8652 0.8753 0.8850
81 0.8301 0.8416 0.8527 0.8634 0.8737
82 0.8158 0.8279 0.8396 0.8510 0.8619
83 0.8008 0.8135 0.8259 0.8378 0.8494
84 0.7853 0.7986 0.8115 0.8241 0.8363
85 0.7692 0.7830 0.7965 0.8097 0.8225
86 0.7526 0.7669 0.7809 0.7946 0.8080
87 0.7353 0.7500 0.7645 0.7788 0.7928
88 0.7173 0.7325 0.7475 0.7623 0.7768
89 0.6988 0.7143 0.7298 0.7450 0.7600
90 0.6796 0.6955 0.7113 0.7270 0.7425
91 0.6599 0.6761 0.6922 0.7083 0.7242
92 0.6395 0.6559 0.6724 0.6888 0.7051
93 0.6185 0.6351 0.6517 0.6684 0.6851
94 0.5965 0.6133 0.6301 0.6470 0.6640
95 0.5742 0.5910 0.6079 0.6250 0.6422
96 0.5516 0.5684 0.5853 0.6025 0.6198
97 0.5289 0.5455 0.5625 0.5796 0.5971
98 0.5057 0.5223 0.5391 0.5562 0.5736
99 0.4821 0.4984 0.5150 0.5320 0.5494
</TABLE>
72
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
85 86 87 88 89
<S> <C> <C> <C> <C> <C>
20 0.9998 0.9998 0.9998 0.9999 0.9999
21 0.9998 0.9998 0.9998 0.9999 0.9999
22 0.9998 0.9998 0.9998 0.9998 0.9999
23 0.9998 0.9998 0.9998 0.9998 0.9999
24 0.9998 0.9998 0.9998 0.9998 0.9998
25 0.9997 0.9998 0.9998 0.9998 0.9998
26 0.9997 0.9997 0.9998 0.9998 0.9998
27 0.9997 0.9997 0.9998 0.9998 0.9998
28 0.9997 0.9997 0.9997 0.9998 0.9998
29 0.9996 0.9997 0.9997 0.9998 0.9998
30 0.9996 0.9997 0.9997 0.9997 0.9998
31 0.9996 0.9996 0.9997 0.9997 0.9997
32 0.9996 0.9996 0.9996 0.9997 0.9997
33 0.9995 0.9996 0.9996 0.9997 0.9997
34 0.9995 0.9995 0.9996 0.9996 0.9997
35 0.9994 0.9995 0.9995 0.9996 0.9996
36 0.9994 0.9994 0.9995 0.9996 0.9996
37 0.9993 0.9994 0.9994 0.9995 0.9996
38 0.9992 0.9993 0.9994 0.9995 0.9995
39 0.9991 0.9992 0.9993 0.9994 0.9995
40 0.9990 0.9991 0.9992 0.9993 0.9994
41 0.9989 0.9990 0.9991 0.9992 0.9993
42 0.9987 0.9989 0.9990 0.9991 0.9992
43 0.9986 0.9987 0.9989 0.9990 0.9991
44 0.9984 0.9986 0.9987 0.9989 0.9990
45 0.9981 0.9984 0.9986 0.9987 0.9989
46 0.9979 0.9982 0.9984 0.9986 0.9987
47 0.9977 0.9979 0.9982 0.9984 0.9986
48 0.9974 0.9977 0.9979 0.9982 0.9984
49 0.9971 0.9974 0.9977 0.9980 0.9982
50 0.9967 0.9971 0.9974 0.9977 0.9980
51 0.9963 0.9967 0.9971 0.9975 0.9978
52 0.9959 0.9964 0.9968 0.9972 0.9975
53 0.9954 0.9960 0.9964 0.9968 0.9972
54 0.9949 0.9955 0.9960 0.9965 0.9969
55 0.9943 0.9950 0.9955 0.9961 0.9965
56 0.9936 0.9943 0.9950 0.9956 0.9961
57 0.9928 0.9937 0.9944 0.9951 0.9956
58 0.9920 0.9929 0.9937 0.9944 0.9951
59 0.9909 0.9919 0.9929 0.9937 0.9945
60 0.9898 0.9909 0.9919 0.9929 0.9937
61 0.9884 0.9897 0.9909 0.9919 0.9929
62 0.9869 0.9884 0.9897 0.9909 0.9920
63 0.9852 0.9868 0.9883 0.9896 0.9909
64 0.9832 0.9851 0.9867 0.9882 0.9896
65 0.9810 0.9831 0.9849 0.9866 0.9882
66 0.9785 0.9808 0.9829 0.9848 0.9866
67 0.9756 0.9782 0.9806 0.9827 0.9847
68 0.9724 0.9753 0.9779 0.9804 0.9826
69 0.9688 0.9720 0.9750 0.9777 0.9802
70 0.9648 0.9683 0.9716 0.9747 0.9774
71 0.9603 0.9643 0.9679 0.9713 0.9744
72 0.9555 0.9598 0.9639 0.9676 0.9711
73 0.9501 0.9550 0.9594 0.9636 0.9674
74 0.9442 0.9495 0.9545 0.9591 0.9633
75 0.9377 0.9435 0.9489 0.9540 0.9587
76 0.9304 0.9367 0.9427 0.9483 0.9535
77 0.9223 0.9293 0.9358 0.9419 0.9477
78 0.9136 0.9211 0.9283 0.9350 0.9413
79 0.9042 0.9124 0.9201 0.9274 0.9343
80 0.8942 0.9030 0.9114 0.9193 0.9268
81 0.8836 0.8931 0.9021 0.9106 0.9187
82 0.8724 0.8825 0.8922 0.9014 0.9101
83 0.8606 0.8713 0.8816 0.8915 0.9009
84 0.8481 0.8595 0.8704 0.8810 0.8911
85 0.8349 0.8469 0.8586 0.8698 0.8806
86 0.8210 0.8337 0.8460 0.8579 0.8694
87 0.8064 0.8197 0.8327 0.8453 0.8574
88 0.7910 0.8050 0.8186 0.8318 0.8447
89 0.7748 0.7894 0.8036 0.8175 0.8310
90 0.7578 0.7729 0.7878 0.8023 0.8166
91 0.7400 0.7557 0.7711 0.7863 0.8012
92 0.7214 0.7375 0.7535 0.7693 0.7848
93 0.7018 0.7184 0.7348 0.7512 0.7674
94 0.6810 0.6980 0.7149 0.7318 0.7486
95 0.6595 0.6768 0.6941 0.7115 0.7288
96 0.6373 0.6549 0.6726 0.6903 0.7081
97 0.6147 0.6324 0.6504 0.6685 0.6867
98 0.5913 0.6092 0.6273 0.6457 0.6642
99 0.5670 0.5850 0.6032 0.6217 0.6405
</TABLE>
73
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
Unisex Unisex
Participant Age Beneficiary Age
Years Years
90 91 92 93 94
<S> <C> <C> <C> <C> <C>
20 0.9999 0.9999 0.9999 0.9999 0.9999
21 0.9999 0.9999 0.9999 0.9999 0.9999
22 0.9999 0.9999 0.9999 0.9999 0.9999
23 0.9999 0.9999 0.9999 0.9999 0.9999
24 0.9999 0.9999 0.9999 0.9999 0.9999
25 0.9999 0.9999 0.9999 0.9999 0.9999
26 0.9998 0.9999 0.9999 0.9999 0.9999
27 0.9998 0.9999 0.9999 0.9999 0.9999
28 0.9998 0.9998 0.9999 0.9999 0.9999
29 0.9998 0.9998 0.9999 0.9999 0.9999
30 0.9998 0.9998 0.9998 0.9999 0.9999
31 0.9998 0.9998 0.9998 0.9999 0.9999
32 0.9998 0.9998 0.9998 0.9998 0.9999
33 0.9997 0.9998 0.9998 0.9998 0.9998
34 0.9997 0.9997 0.9998 0.9998 0.9998
35 0.9997 0.9997 0.9998 0.9998 0.9998
36 0.9997 0.9997 0.9997 0.9998 0.9998
37 0.9996 0.9997 0.9997 0.9997 0.9998
38 0.9996 0.9996 0.9997 0.9997 0.9998
39 0.9995 0.9996 0.9996 0.9997 0.9997
40 0.9995 0.9995 0.9996 0.9997 0.9997
41 0.9994 0.9995 0.9996 0.9996 0.9997
42 0.9993 0.9994 0.9995 0.9996 0.9996
43 0.9992 0.9993 0.9994 0.9995 0.9996
44 0.9991 0.9993 0.9994 0.9994 0.9995
45 0.9990 0.9992 0.9993 0.9994 0.9994
46 0.9989 0.9990 0.9992 0.9993 0.9994
47 0.9988 0.9989 0.9991 0.9992 0.9993
48 0.9986 0.9988 0.9989 0.9991 0.9992
49 0.9984 0.9986 0.9988 0.9990 0.9991
50 0.9982 0.9985 0.9987 0.9988 0.9990
51 0.9980 0.9983 0.9985 0.9987 0.9989
52 0.9978 0.9981 0.9983 0.9985 0.9987
53 0.9976 0.9979 0.9981 0.9984 0.9986
54 0.9973 0.9976 0.9979 0.9982 0.9984
55 0.9970 0.9973 0.9977 0.9980 0.9983
56 0.9966 0.9970 0.9974 0.9977 0.9980
57 0.9962 0.9967 0.9971 0.9975 0.9978
58 0.9957 0.9962 0.9967 0.9971 0.9975
59 0.9951 0.9957 0.9963 0.9968 0.9972
60 0.9945 0.9952 0.9958 0.9963 0.9968
61 0.9938 0.9945 0.9952 0.9958 0.9964
62 0.9929 0.9938 0.9946 0.9953 0.9959
63 0.9920 0.9930 0.9938 0.9946 0.9954
64 0.9909 0.9920 0.9930 0.9939 0.9947
65 0.9896 0.9909 0.9920 0.9930 0.9939
66 0.9881 0.9896 0.9909 0.9920 0.9931
67 0.9865 0.9881 0.9896 0.9909 0.9921
68 0.9846 0.9864 0.9881 0.9896 0.9909
69 0.9824 0.9845 0.9864 0.9881 0.9896
70 0.9800 0.9823 0.9844 0.9863 0.9881
71 0.9773 0.9799 0.9822 0.9844 0.9864
72 0.9743 0.9772 0.9798 0.9823 0.9845
73 0.9710 0.9742 0.9772 0.9799 0.9824
74 0.9673 0.9709 0.9742 0.9772 0.9800
75 0.9631 0.9671 0.9708 0.9742 0.9773
76 0.9583 0.9628 0.9670 0.9708 0.9743
77 0.9530 0.9580 0.9626 0.9668 0.9707
78 0.9472 0.9526 0.9577 0.9625 0.9668
79 0.9408 0.9468 0.9524 0.9576 0.9625
80 0.9338 0.9404 0.9466 0.9524 0.9577
81 0.9264 0.9336 0.9404 0.9467 0.9526
82 0.9184 0.9263 0.9336 0.9405 0.9470
83 0.9099 0.9183 0.9263 0.9339 0.9410
84 0.9007 0.9098 0.9185 0.9267 0.9344
85 0.8909 0.9007 0.9100 0.9189 0.9273
86 0.8804 0.8909 0.9010 0.9105 0.9196
87 0.8691 0.8804 0.8912 0.9015 0.9112
88 0.8571 0.8691 0.8806 0.8916 0.9022
89 0.8442 0.8569 0.8692 0.8810 0.8923
90 0.8304 0.8439 0.8569 0.8695 0.8817
91 0.8158 0.8300 0.8438 0.8572 0.8701
92 0.8001 0.8151 0.8296 0.8438 0.8576
93 0.7833 0.7990 0.8143 0.8294 0.8440
94 0.7652 0.7815 0.7977 0.8135 0.8290
95 0.7460 0.7630 0.7799 0.7965 0.8129
96 0.7259 0.7435 0.7611 0.7785 0.7957
97 0.7049 0.7231 0.7413 0.7594 0.7774
98 0.6828 0.7016 0.7203 0.7391 0.7579
99 0.6595 0.6786 0.6979 0.7173 0.7368
</TABLE>
74
<PAGE>
FMC CORPORATION - SKULL POINT MINE UNION
Normal Form: Payable Immediately Life Annuity
Optional Form: Joint Life Payable Immediately
Reduction on Participant's Death -- 50% Continued to Beneficiary
Factors to Convert from the Normal Form to the Optional Form
Payment at Beginning of Month
Mortality: Retiree - 71GAT Beneficiary - 71GAT Interest: 3.00% (Except at
frozen ages)
<TABLE>
<CAPTION>
Unisex
Unisex Beneficiary Age
Participant Age Years
Years
95 96 97 98 99
<S> <C> <C> <C> <C> <C>
20 0.9999 1.0000 1.0000 1.0000 1.0000
21 0.9999 0.9999 1.0000 1.0000 1.0000
22 0.9999 0.9999 1.0000 1.0000 1.0000
23 0.9999 0.9999 1.0000 1.0000 1.0000
24 0.9999 0.9999 0.9999 1.0000 1.0000
25 0.9999 0.9999 0.9999 1.0000 1.0000
26 0.9999 0.9999 0.9999 0.9999 1.0000
27 0.9999 0.9999 0.9999 0.9999 1.0000
28 0.9999 0.9999 0.9999 0.9999 1.0000
29 0.9999 0.9999 0.9999 0.9999 0.9999
30 0.9999 0.9999 0.9999 0.9999 0.9999
31 0.9999 0.9999 0.9999 0.9999 0.9999
32 0.9999 0.9999 0.9999 0.9999 0.9999
33 0.9999 0.9999 0.9999 0.9999 0.9999
34 0.9999 0.9999 0.9999 0.9999 0.9999
35 0.9998 0.9999 0.9999 0.9999 0.9999
36 0.9998 0.9999 0.9999 0.9999 0.9999
37 0.9998 0.9998 0.9999 0.9999 0.9999
38 0.9998 0.9998 0.9998 0.9999 0.9999
39 0.9998 0.9998 0.9998 0.9999 0.9999
40 0.9997 0.9998 0.9998 0.9998 0.9999
41 0.9997 0.9998 0.9998 0.9998 0.9998
42 0.9997 0.9997 0.9998 0.9998 0.9998
43 0.9996 0.9997 0.9997 0.9998 0.9998
44 0.9996 0.9996 0.9997 0.9997 0.9998
45 0.9995 0.9996 0.9997 0.9997 0.9998
46 0.9995 0.9995 0.9996 0.9997 0.9997
47 0.9994 0.9995 0.9996 0.9996 0.9997
48 0.9993 0.9994 0.9995 0.9996 0.9996
49 0.9992 0.9993 0.9994 0.9995 0.9996
50 0.9991 0.9993 0.9994 0.9995 0.9995
51 0.9990 0.9992 0.9993 0.9994 0.9995
52 0.9989 0.9991 0.9992 0.9993 0.9994
53 0.9988 0.9990 0.9991 0.9992 0.9994
54 0.9986 0.9988 0.9990 0.9991 0.9993
55 0.9985 0.9987 0.9989 0.9991 0.9992
56 0.9983 0.9985 0.9988 0.9989 0.9991
57 0.9981 0.9984 0.9986 0.9988 0.9990
58 0.9979 0.9982 0.9984 0.9987 0.9989
59 0.9976 0.9979 0.9982 0.9985 0.9987
60 0.9973 0.9976 0.9980 0.9983 0.9985
61 0.9969 0.9973 0.9977 0.9980 0.9983
62 0.9965 0.9970 0.9974 0.9978 0.9981
63 0.9960 0.9965 0.9970 0.9975 0.9979
64 0.9954 0.9961 0.9966 0.9971 0.9975
65 0.9948 0.9955 0.9961 0.9967 0.9972
66 0.9940 0.9948 0.9956 0.9962 0.9968
67 0.9931 0.9941 0.9949 0.9956 0.9963
68 0.9921 0.9932 0.9941 0.9950 0.9957
69 0.9910 0.9922 0.9933 0.9942 0.9951
70 0.9896 0.9910 0.9922 0.9933 0.9943
71 0.9881 0.9897 0.9911 0.9923 0.9935
72 0.9865 0.9882 0.9898 0.9912 0.9925
73 0.9846 0.9866 0.9884 0.9900 0.9915
74 0.9825 0.9848 0.9868 0.9886 0.9903
75 0.9802 0.9827 0.9850 0.9870 0.9889
76 0.9774 0.9803 0.9829 0.9852 0.9873
77 0.9743 0.9775 0.9804 0.9830 0.9854
78 0.9708 0.9744 0.9777 0.9806 0.9833
79 0.9669 0.9710 0.9746 0.9779 0.9810
80 0.9627 0.9672 0.9712 0.9750 0.9784
81 0.9580 0.9630 0.9675 0.9717 0.9755
82 0.9530 0.9585 0.9635 0.9681 0.9724
83 0.9475 0.9536 0.9591 0.9642 0.9689
84 0.9416 0.9482 0.9543 0.9599 0.9651
85 0.9351 0.9423 0.9490 0.9552 0.9610
86 0.9281 0.9360 0.9433 0.9501 0.9564
87 0.9204 0.9290 0.9370 0.9444 0.9514
88 0.9121 0.9214 0.9301 0.9382 0.9459
89 0.9031 0.9131 0.9225 0.9314 0.9397
90 0.8932 0.9041 0.9142 0.9239 0.9330
91 0.8825 0.8942 0.9052 0.9156 0.9255
92 0.8709 0.8834 0.8953 0.9066 0.9174
93 0.8581 0.8716 0.8844 0.8966 0.9082
94 0.8440 0.8584 0.8721 0.8853 0.8979
95 0.8288 0.8441 0.8588 0.8729 0.8866
96 0.8125 0.8287 0.8444 0.8595 0.8742
97 0.7951 0.8123 0.8289 0.8450 0.8608
98 0.7764 0.7945 0.8120 0.8292 0.8461
99 0.7561 0.7751 0.7936 0.8119 0.8299
</TABLE>
75
<PAGE>