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Registration No. 33-____________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S - 8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LEGGETT & PLATT, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Missouri 44-0324630
(State of Incorporation) (IRS Employer Identification No.)
No. 1 -- Leggett Road
Carthage, Missouri 64836
(Address of Principal Executive Offices)
LEGGETT & PLATT, INCORPORATED
RESTATED STOCK PURCHASE/STOCK BONUS PLAN
(Full Title of the Plan)
JOHN A. LYCKMAN
Assistant General Counsel & Assistant Secretary
LEGGETT & PLATT, INCORPORATED
No. 1 -- Leggett Road
Carthage, Missouri 64836
(Name and Address of Agent for Service)
(417) 358-8131
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
Registered registered(2) per share(3) market price(3) fee
Common
Stock $.01
Par Value(1) 100,000 $38.063 $3,806.300.00 $1,312.52
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) The shares of Common Stock being registered consist of shares
acquired or to be acquired by the Trustee pursuant to the plan
for the accounts of participants.
(3) Estimated solely for purpose of calculation of the registration fee
based upon the average of the high and low prices of the Company's
Common Stock as reported in The Wall Street Journal for June 30, 1994,
pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933.
The contents of Registration Statement File No. 33-45334 are
hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of
Carthage, State of Missouri, on the 30th day of June, 1994.
LEGGETT & PLATT, INCORPORATED
By /s/ Harry M. Cornell, Jr.
Harry M. Cornell, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title
(a) Principal Executive Officer
/s/ Harry M. Cornell, Jr. Chairman of the Board, Chief
Harry M. Cornell, Jr. Executive Officer and Director
(b) Principal Financial Officer and
Principal Accounting Officer
/s/ Michael A. Glauber Senior Vice President,
Michael A. Glauber Finance & Administration
Directors:
Herbert C. Casteel* Director
Herbert C. Casteel
R. Ted Enloe* Director
R. Ted Enloe
Richard T. Fisher* Director
Richard T. Fisher
Frank E. Ford, Jr.* Director
Frank E. Ford, Jr.
Robert A. Jefferies, Jr.* Director
Robert A. Jefferies, Jr.
Alexander M. Levine* Director
Alexander M. Levine
James C. McCormick* Director
James C. McCormick
Richard L. Pearsall* Director
Richard L. Pearsall
Maurice E. Purnell, Jr.* Director
Maurice E. Purnell, Jr.
Felix E. Wright* Director
Felix E. Wright
By /s/ Ernest C. Jett
Ernest C. Jett
*As Attorney-in-fact Pursuant to
Power of Attorney dated
February 9, 1994
EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
(4) Leggett & Platt, Incorporated Restated Stock
Purchase/Stock Bonus Plan
(5) Opinion of Ernest C. Jett, Assistant General
Counsel to the Registrant
(23)(a) Consent of Price Waterhouse
(23)(b) Consent of Assistant General Counsel
(contained in opinion)
(24) Power of Attorney dated February 9, 1994,
reference is made to Exhibit 24 in Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1993
LEGGETT & PLATT, INCORPORATED
EMPLOYEE STOCK PURCHASE/STOCK BONUS PLAN
AS RESTATED
EFFECTIVE AS OF JANUARY 1, 1989
(as amended through Amendment No. Five)
TABLE OF CONTENTS
TO
LEGGETT & PLATT, INCORPORATED
EMPLOYEE STOCK PURCHASE/STOCK BONUS PLAN
AS RESTATED
EFFECTIVE AS OF JANUARY 1, 1989
ARTICLE/SECTION SUBJECT PAGE
INTRODUCTION
I. DEFINITIONS 1
1.01 Accounting Year 1
1.02 Accounts 1
1.03 Anniversary Date 1
1.04 Attained Age 1
1.05 Beneficiary 1
1.06 Board of Directors 2
1.07 Committee 2
1.08 Compensation 2
1.09 Compensation Base 2
1.10 Contingent Beneficiary 3
1.11 Early Retirement Date 4
1.12 Effective Date 4
1.13 Eligible Employee 4
1.14 Employee 4
1.15 Employer 5
1.16 Employer Stock 5
1.17 Employer Contributions Account/
Other Investments 5
1.17A Employer Contributions Account/
Diversified Investments 5
1.18 Employer Contributions Account/Stock 6
1.19 ESOP Transfer Account/Other Investments 6
1.20 ESOP Transfer Account/Stock 6
1.21 ESOP Transfer Contributions 6
1.22 Forfeitures 6
1.23 Highly Compensated Employee 6
1.24 Hour of Service 8
1.25 Limited Participant 9
1.26 Net Profits 9
1.27 Normal Retirement Date 9
1.28 One Year Break in Service 9
1.29 Participant 10
1.30 Participant Contributions Account/
Other Investments 10
1.30A Participant Contributions Account/Diversified
Investments 10
1.31 Participant Contributions Account/Stock 10
1.32 Participant Deductible Contributions
Account/Stock 11
(i)
ARTICLE/SECTION SUBJECT PAGE
1.33 Participation Date 11
1.34 Plan 11
1.35 Rollover Account/Other Investments 11
1.36 Rollover Account/Stock11
1.37 Rollover Contributions 11
1.38 Sponsoring Employer 11
1.39 Total and Permanent Disability 11
1.40 Trust Agreement 12
1.41 Trustee 12
1.42 Trust Fund 12
1.43 Valuation Date 12
1.44 Vesting Service 12
II. PARTICIPATION IN THE EMPLOYEE STOCK PURCHASE/
STOCK BONUS PLAN AND CONTRIBUTIONS BY THE
PARTICIPANTS 13
2.01 Eligibility 13
2.02 Employee Contributions 14
2.03 Suspension of Nondeductible Contributions 16
2.04 Resumption of Nondeductible Contributions 16
2.05 Limited Participant 16
2.06 Exclusion of Highly Compensated Employees 16
2.07 Plan Controlling 17
III. CONTRIBUTIONS BY THE EMPLOYER 17
3.01 Matching Employer Contributions 17
3.02 Additional Employer Contributions 17
3.03 Limit on "Annual Additions" 18
3.04 Corrective Adjustments in Annual Additions 18
3.05 Combined Plan Limits 19
IV. ACCOUNTS OF PARTICIPANTS 20
4.01 Determination of Fair Market Value 20
4.02 Adjustment of Other Investments and Diversified
Investments Accounts 21
4.03 Adjustment of Stock Accounts 23
4.04 Quarterly Participant Account Statements 24
4.05 Best Judgment Rule 24
4.06 Special Valuation Dates 24
4.07 Allocation of Dividends 24
4.08 Diversified Investments for Certain
Participants and Accounts 25
4.09 ERISA Sec. 404(c) Compliance Intended 28
(ii)
ARTICLE/SECTION SUBJECT PAGE
V. PAYMENT OF BENEFITS TO PARTICIPANTS 28
5.01 Distribution on Early or Normal Retirement 28
5.02 Employment Beyond Normal Retirement 29
5.03 Distribution on Death 29
5.04 Distribution on Disability 29
5.05 Distribution on Termination of Employment 29
5.06 In-Service Withdrawals 30
5.07 Distributions Usually in Employer Stock 32
5.08 Distribution Date 33
5.09 Forms of Distribution 34
5.10 Segregating Accounts of Former Participants 34
5.11 Death Payments to Contingent Beneficiaries 35
5.12 Special Rules Applicable to Deductible
Participant Contributions 35
5.13 Reemployment/Repayment of
Benefits/Restoration of Accounts 36
5.14 Qualified Domestic Relations Orders 38
5.15 Required Tax Withholding; Notice 38
VI. THE COMMITTEE 38
6.01 Composition and Duties of Committee 38
6.02 Term; No Compensation 39
6.03 Claims Procedure 39
6.04 Required Vote; Records of Committee 40
6.05 Directing Payments 40
6.06 Nondiscrimination 40
6.07 Written Instructions to Trustee 40
6.08 Duty to Maintain Participant Accounts 41
6.09 Employment of Counsel 41
6.10 Indemnification 41
VII. THE TRUST FUND AND TRUSTEE 41
7.01 Trust Agreement 41
7.02 Trust Fund 41
7.03 Removal of Trustee 41
7.04 Powers of Trustee 41
7.05 Trust Agreement Part of the Plan 42
7.06 Settlement of Accounts of Trustee 42
VIII. AMENDMENT AND TERMINATION 42
8.01 Amendment of Plan 42
8.02 Termination of Plan 42
8.03 Full Vesting of Accounts on Plan Termination 42
8.04 Return of Mistaken/Nondeductible Employer
Contributions 42
(iii)
ARTICLE/SECTION SUBJECT PAGE
IX. MISCELLANEOUS PROVISIONS 43
9.01 Corporate Merger or Consolidation 43
9.02 Plan Transfer or Merger 43
9.03 Plan Benefits Not Subject to
Claims of Creditors 43
9.04 No Contractual Obligation 43
9.05 Suspension of Employer Contributions 44
9.06 No Right of Employment 44
9.07 Governing Law 44
9.08 Distribution to a Minor or Incompetent 44
9.09 Named Fiduciaries 44
9.10 Committee and Trustee Responsibilities 44
9.11 Nondiversion Clause 45
9.12 Voting Rights 45
9.13 Table of Contents; Captions 45
X. ROLLOVER CONTRIBUTIONS AND ESOP TRANSFERS 46
10.01 Eligible Rollover Contributions 46
10.02 ESOP Transfer Contributions 47
10.03 Vesting in Rollover Contributions and
ESOP Transfer Contributions 48
10.04 Adjustment of Rollover Accounts and
ESOP Transfer Accounts 48
10.05 Distribution of Rollover Accounts and
ESOP Transfer Accounts upon Disability 48
10.06 Distribution of Rollover Accounts and
ESOP Transfer Accounts upon Death 48
10.07 Distribution of Rollover Accounts and
ESOP Transfer Accounts upon Termination
of Employment 48
10.08 Form of Distribution 49
XI. TAX EQUITY AND FISCAL RESPONSIBILITY
ACT OF 1982 TOP-HEAVY PROVISIONS 49
11.01 Application 49
11.02 Special Vesting Rule 49
11.03 Special Minimum Contribution 50
11.04 Special Minimum Combined Plans Limit 50
11.05 Key Employee Defined 50
SIGNATURES 51
(iv)
LEGGETT & PLATT, INCORPORATED
EMPLOYEE STOCK PURCHASE/STOCK BONUS PLAN
Effective July 1, 1977, Leggett & Platt, Incorporated, a
Missouri corporation whose principal offices are located in
Carthage, Missouri (hereinafter referred to as the "Sponsoring
Employer" or as an "Employer"), adopted the Employee Stock
Purchase/Stock Bonus Plan for the benefit of its eligible
employees. The Plan was first restated, effective as of January 1,
1982. The following document is the second restatement of the Plan
and is effective as of January 1, 1989.
The purpose of this Plan is to provide an opportunity for
eligible employees of the Employers to share in the growth and
prosperity of the Employers by acquiring a proprietary interest in
the Sponsoring Employer through the acquisition of shares of the
Sponsoring Employer's common stock through the Plan.
This Plan is intended to qualify as a stock bonus plan under
Section 401(a) of the Internal Revenue Code It is also intended
that this Plan, together with the Trust Agreement, satisfy the
requirements of the Employee Retirement Income Security Act of
1974, as amended, and the Plan shall be interpreted, wherever
possible, to comply with the terms of the Act and applicable
regulations and rulings issued under the Act.
ARTICLE I
DEFINITIONS
As used in this Plan, the following terms shall have the
following meanings unless a different meaning is clearly required
by the context in which it is used. Any words herein used in the
masculine shall be read and construed in the feminine where they
would so apply. Words in the singular shall be read and construed
as though used in the plural in all cases where they would so
apply.
1.01 Accounting Year. The term "Accounting Year" shall mean
the fiscal year of the Sponsoring Employer for federal income tax
purposes (which, as of the effective date of this restated Plan
document, is the calendar year).
1.02 Accounts. The term "Accounts" shall mean each
Participant's Other Investments, Diversified Investments and Stock
accounts whether derived from Employer or Participant contributions
or from Rollover Contributions, or ESOP Transfer Contributions, if
any.
1.03 Anniversary Date. The term "Anniversary Date" shall mean
the first day of each Accounting Year. The Anniversary Date is
January 1.
1.04 Attained Age. The term "Attained Age" shall mean the
age, in years, of an Employee as of the last anniversary of his
date of birth.
1.05 Beneficiary. The term "Beneficiary" shall mean the
surviving spouse of a deceased Participant, or, in the event that
either:
(a) the deceased Participant is not survived by a
spouse, or
(b) the deceased Participant's surviving spouse had
agreed, in writing, witnessed by a notary public, to
the designation of another beneficiary,
the person or persons designated by the Participant in the latest
written notice to the Committee on a form provided by the
Committee. If any non-spouse Beneficiary so designated predeceases
the Participant and the Participant has no surviving spouse at his
death and had not designated another Beneficiary, the provisions of
Section 5.11 hereof shall apply. The Participant shall have the
right to change his Beneficiary from time to time in the manner
hereinabove described. Any beneficiary designation made in
accordance with the foregoing, shall be automatically revoked on
the marriage or divorce and remarriage of a Participant.
1.06 Board of Directors. The term "Board of Directors" shall
mean the Board of Directors of the Sponsoring Employer, unless in
the context in which it is used it clearly means the Board of
Directors or an Employer.
1.07 Committee. The term "Committee" shall mean the Committee
provided for in Article VI hereof.
1.08 Compensation. Except as provided below, the term
"Compensation" shall mean a Participant's (i) total salary or
wages, including overtime pay, and (ii) regular bonuses and regular
incentive awards received under bonus and incentive plans of the
Employer. "Compensation" for Participants who are salespersons who
regularly incur travel and other expenses which are not separately
reimbursed shall mean seventy five percent (75%) of the items set
forth in (i) and (ii) above. "Compensation" shall not include
extraordinary forms of remuneration such as living and automobile
allowances, imputed or bonus income related to insurance programs,
extraordinary bonuses and extraordinary incentive awards.
If a Participant is on a military leave during a period of
time when his reemployment rights with the Employer are guaranteed
by federal law, he shall be deemed to have received Compensation
during his period of military service, provided (i) he is
reemployed by an Employer within the time required by federal law
after the expiration of his active military service and (ii) he
makes the Participant contributions required by Section 2.02(a)
hereof within the time prescribed in Section 1.44 hereof after his
reemployment, based on his deemed Compensation, as hereinafter
defined, during his military leave. A Participant's deemed
Compensation during a military leave shall be computed on the basis
of the assumption that his regular rate of pay would have been paid
for forty (40) hours a week or eight (8) hours a day during the
regular business days from the commencement of his military leave
to his reemployment date. Regular rate of pay shall be calculated
for this purpose on the basis of his regular hourly rate of pay at
the time of the commencement of his military leave, adjusted by the
average increases at the facility or principal place of his
employment for similarly situated active employees during the
period of his military leave.
This Plan does not limit compensation in accordance with the
provisions of Section 401(a)(17) of the Internal Revenue Code since
the Plan does not benefit any Highly Compensated Employees.
1.09 Compensation Base. The term "Compensation Base" for any
Employee who was a Plan Participant on December 31, 1983, shall
mean that portion of a Participant's Compensation in excess of the
amount of Social Security Covered Compensation or hourly rate set
opposite his year of birth in the appropriate column of the table
below (on the basis of either (i) the appropriate hourly rate in
the case of an hourly rate Employee or (ii) the frequency of the
2
Participant's compensation payments in the case of a non-hourly
rate Employee):
Year Weekly Biweekly Monthly
of Hourly Covered Covered Covered
Birth Rate Compensation Compensation Compensation
1911 or
before $3.46 $138 $277 $ 600
1912-1913 3.75 150 300 650
1914-1915 4.05 162 323 700
1916-1917 4.33 173 346 750
1918-1921 4.62 185 369 800
1922-1925 4.90 196 392 850
1926-1930 5.19 208 415 900
1931-1932 5.48 219 438 950
1933-1934 5.77 231 462 1,000
1935 and
later 5.97 239 478 1,035
The term "Compensation Base" for any Employee who was not a
Plan Participant on December 31, 1983, but who became a Plan
Participant between January 1, 1984 and December 31, 1986, shall
mean that portion of a Participant's Compensation in excess of the
amount of Social Security Covered Compensation or hourly rate
specified below (on the basis of either (i) the hourly rate in the
case of an hourly rate Employee or (ii) on the basis of the
frequency of the Participant's Compensation payments in the case of
a non-highly rate Employee):
Weekly Biweekly Monthly
Hourly Covered Covered Covered
Rate Compensation Compensation Compensation
$5.97 $239 $478 $1,035
The term "Compensation Base" for any Employee who was not a
Participant on December 31, 1986, shall mean $25,400 for 1987 and
1988 and $25,000 for 1989. The term "Compensation Base" for any
Accounting Year after 1989 shall mean the Compensation Base for the
immediately preceding Accounting Year increased by the merit budget
percentage guideline which was approved by the Board of Directors
for the immediately preceding Accounting Year for salaried and
clerical hourly employees defined as average performers, rounded
down to the next whole percentage.
1.10 Contingent Beneficiary. The term "Contingent
Beneficiary" shall mean the person or persons (or a trust) duly
designated by the Participant, with the written consent of his
spouse, if any, witnessed by a notary public, to receive any death
benefit due from the Plan in the event the designated Beneficiary
does not survive the Participant. Notwithstanding the foregoing,
3
written consent of the spouse is not required if the spouse is
designated as the Beneficiary.
1.11 Early Retirement Date. The term "Early Retirement Date"
shall mean the date a Participant retires and leaves the employ of
the Employers provided he has either (i) Attained Age fifty-five
(55) and has at least five (5) years of Vesting Service or (ii)
Attained Age sixty (60), regardless of his years of Vesting
Service.
1.12 Effective Date. The term "Effective Date" shall mean
July 1, 1977. The effective date on this restated plan is January
1, 1989.
1.13 Eligible Employee. The term "Eligible Employee" shall
mean each Employee who as of any Participation Date satisfies (a),
(b), and (c) below:
(a) either (i) his annual Compensation for the Accounting
Year immediately preceding the Participation Date was
equal to or greater than the applicable Compensation
Base, as calculated under Section 1.09 hereof (which is
based on the Employee's compensation during such
immediately preceding Accounting Year) or (ii) from and
after January 1, 1992, the Eligible Employee is a
salaried Employee, regardless of the amount of his
Compensation for the Accounting Year immediately
preceding the Participation Date;
(b) he (i) was not a Highly Compensated Employee during the
Accounting Year immediately preceding such Participation
Date and (ii) is not a Highly Compensated Employee who is
one of the 100 highest paid Employees of the Employer
during the Accounting Year which includes such
Participation Date, and
(c) he has either (i) been credited with at least one
thousand (1,000) Hours of Service in his first twelve
(12) months of employment, or (ii) been credited with at
least one thousand (1,000) Hours of Service in any
Accounting Year.
1.14 Employee. The term "Employee" shall mean each current or
future employee of an Employer, except for all purposes of the
Plan, the term "Employee" shall not include any employee who is a
member of a collective bargaining unit, the representatives of
which have bargained for and/or negotiated retirement benefits
(other than those contained herein) and who have been excluded from
this Plan as the result of good faith negotiations between the
parties (such exclusion shall be considered to have occurred in the
event the matter of participation is not raised by the unit's
collective bargaining representative). Furthermore, the term
4
"Employee" shall not include any "leased employee" as defined in
Section 414(n)(2) of the Internal Revenue Code nor any other person
classified as a "temporary employee," nor any other hourly employee
employed solely for the purposes of "temporary operations" of the
Employer. The Sponsoring Employer shall notify the Committee, in
writing, of the existence and location of any "temporary
operations."
1.15 Employer. The term "Employer" shall mean Leggett &
Platt, Incorporated, a Missouri corporation whose principal offices
are located at Carthage, Missouri, its successors and assigns, and
any subsidiary or affiliated companies authorized by the Board of
Directors of Leggett & Platt, Incorporated to participate in this
Plan with respect to their Employees, and subject to the provisions
of Article IX, any corporation into which the Employer may be
merged or consolidated or to which all or substantially all of its
assets may be transferred.
1.16 Employer Stock. The term "Employer Stock" shall mean the
shares of the common stock of the Sponsoring Employer, with voting
rights, which are contributed to or acquired by the Trustee as part
of the Trust Fund.
1.17 Employer Contributions Account/Other Investments. The
term "Employer Contributions Account/Other Investments" shall mean
the Account of a Participant to which is credited his share of the
Employer Contributions made to the Trust Fund in other than
Employer Stock, credited or debited with the adjustments made
pursuant to Section 4.02 and debited with payments made for
Employer Stock. If the Participant has been credited with three
(3) or four (4) years of Vesting Service on January 1, 1989, his
Employer Contributions Account/Other Investments shall be
subdivided into four (4) subaccounts, one (1) representing the
Participant's vested and nonforfeitable interest in such account
and three (3) representing the Participant's nonvested and
forfeitable interest in such account attributable to the 1986, 1987
and 1988 Accounting Year.
1.17A Employer Contributions Account/Diversified
Investments. The term "Employer Contributions Account/Diversified
Investments" shall mean the Account of a Participant to which is
credited amounts from his Employer Contribution Account/Stock which
are diversified into certain investments elected pursuant to
Section 4.08 hereof, credited or debited with adjustments made
pursuant to Section 4.02 and debited with benefit payments or
transfers from such accounts to the Participant's Other
Investments, Stock or other Diversified Investments Accounts
Separate subaccounts shall be maintained for each diversified
investment option and may be maintained for the interim investment
of the proceeds from the sale of Employer Stock.
5
1.18 Employer Contributions Account/Stock. The term "Employer
Contributions Account/Stock" shall mean the Account of a
Participant which is credited with his shares of Employer Stock
purchased by the Trust Fund from Employer Contributions or
contributed to the Trust Fund by the Employer as an Employer
Contribution, credited or debited with adjustments made pursuant to
Section 4.03 and transfers into or out of the diversified
investments elected pursuant to Section 4.08. While each
Participant's Employer Contributions Account/Stock shall record the
number of shares credited to the account (expressed in fractional
shares to the nearest four (4) places), no allocation of specific
shares of Employer Stock held in the Trust Fund shall be made to
such account. If the Participant has been credited with three (3)
or four (4) years of Vesting Service on January 1, 1989 Employer
Contributions Account/Stock shall be subdivided into four (4)
subaccounts, one (1) representing the Participant's vested and
nonforfeitable interest in such account and three (3) representing
the Participant's nonvested and forfeitable interest in such
account attributable to the 1986, 1987 and 1988 Accounting Years.
1.19 ESOP Transfer Account/Other Investments. The term
"ESOP Transfer Account/Other Investments" shall mean the Account of
a Participant which is credited with amounts which the Participant
elects to transfer from the Leggett & Platt, Incorporated Employee
Stock Ownership Plan pursuant to Section 10.02 in a form other than
shares of Employer Stock.
1.20 ESOP Transfer Account/Stock. The term "ESOP Transfer
Account/Stock" shall mean the Account of a Participant which is
credited with shares of Employer Stock which the Participant elects
to transfer from the Leggett & Platt, Incorporated Employee Stock
Ownership Plan pursuant to Section 10.02 of this Plan.
1.21 ESOP Transfer Contributions. The "ESOP Transfer
Contributions" shall mean the shares of Employer Stock and other
amounts which are transferred at the Participant's election from
the Leggett & Platt, Incorporated Employee Stock Ownership Plan
pursuant to Section 10.02 of this Plan.
1.22 Forfeitures. The term "Forfeitures" shall mean the
nonvested portions of the Employer Contributions Account/Stock and
Other Investments of each Participant who terminated employment
during an Accounting Year without being reemployed before the end
of such Accounting Year (at which time they are applied to reduce
Employer Contributions pursuant to Section 3.01).
1.23 Highly Compensated Employee. The term "Highly
Compensated Employee" shall have the same meaning as under Section
414(q) of the Internal Revenue Code and the regulations thereunder;
generally, "Highly Compensated Employee" shall mean any employee of
the Employers, or any other entity which is a member of a
controlled group of corporations with the Sponsoring Employer or
6
which is under common control with the Sponsoring Employer or which
is part of an affiliated service group with the Sponsoring Employer
within the meaning of Sections 414(b), (c) and (m) of the Internal
Revenue Code, who either:
(a) during the Accounting Year immediately preceding the
applicable Accounting Year--
(i) was at any time a 5-percent owner of an Employer, or
(ii) received compensation from the Employers in excess
of $75,000 or such higher amount as adjusted for such
Accounting Year by the Secretary of the Treasury pursuant to
Section 414(q) of the Internal Revenue Code, or
(iii) received compensation from the Employers in excess
of $50,000 or such higher amount as adjusted for such
Accounting Year by the Secretary of the Treasury pursuant to
Section 414(q) of the Internal Revenue Code, and was in the
top-paid twenty percent (20%) of employees of the Employers
for such year (excluding those employees permitted to be
excluded under the statute), or
(iv) was one of the fifty highest paid officers of the
Employers and received compensation greater than $45,000 or
such higher amount as adjusted for such Accounting Year by the
Secretary of the Treasury pursuant to Section 414(q) of the
Internal Revenue Code; or
(b) during the applicable Accounting Year --
(i) is at any time a five-percent owner of an Employer,
or
(ii) is one of the 100 Employees who receive the most
compensation from his Employer and during the applicable
Accounting Year either:
(1) receives compensation from the Employers in
excess of $75,000 or such higher amount as adjusted for
such Accounting Year by the Secretary of the Treasury
pursuant to Section 414(q) of the Internal Revenue Code,
or
(2) receives compensation from the Employers in
excess of $50,000 or such higher amount as adjusted for
such Accounting Year by the Secretary of the Treasury
pursuant to Section 414(q) of the Internal Revenue Code,
and is in the top paid twenty percent (20%) of employees
of the Employer for such year (excluding those employees
permitted to be excluded under the statute), or
7
(3) is one of the 50 highest paid officers of the
Employers and receives compensation greater than $45,000
or such higher amount as adjusted for such Accounting
Year by the Secretary of the Treasury pursuant to Section
414(q) of the Internal Revenue Code.
However, if any employee of the Employers is the spouse, lineal
ascendant or descendant, or spouse of a lineal ascendant or
descendant of an employee who is a 5-percent owner or one of the
ten Highly Compensated Employees paid the greater compensation
during the year, said spouse, lineal ascendant or descendant, or
spouse of a lineal ascendant or descendant, shall not be considered
a separate employee, and his compensation shall be treated as if it
were paid to the Highly Compensated Employee. Compensation for
this purpose shall mean compensation as defined in section 414(s)
of the Internal Revenue Code and the regulations thereunder
(generally, all the compensation from the Employer which is
includable in the Employee's gross income for federal income tax
purposes).
1.24 Hour of Service. The term "Hour of Service" shall mean
any hour for which an employee is directly or indirectly
compensated or entitled to compensation by an Employer; including,
for this purpose, any employer that is a member of a controlled
group of corporations, commonly controlled group of trades or
businesses or affiliated service group with the Sponsoring Employer
within the meaning of Sections 414(b), (c) and (m) of the Internal
Revenue Code:
(a) for the performance of duties for an Employer;
(b) for other reasons not requiring the performance of
duties such as vacation, holiday, illness,
incapacity (including disability), jury duty, or a
paid leave of absence; and
(c) as a result of a back pay award (irrespective of
mitigation of damages) which has been awarded or
agreed to by an Employer.
The Hours of Service credited to an employee under item (a)
and item (c) above for which duties were performed shall be based
upon the actual number of Hours of Service for which he is directly
or indirectly compensated as hereinabove provided. The number of
Hours of Service to be credited to an employee under items (b) and
(c) above for which no duties were performed shall be calculated on
the basis of the number of hours regularly scheduled for the
performance of duties during the period of time for which he
received compensation or a back pay award. If an employee has no
regular work schedule, the number of Hours of Service shall be
calculated on the basis of an eight (8) hour day and/or forty (40)
hour week. If an employee receives direct or indirect compensation
8
under item (b) or item (c) of this Section for which no duties were
performed which was not based upon "units of time" the Hours of
Service to be credited shall be calculated pursuant to the
pertinent governmental regulations.
Hours of Service for the performance of duties shall be
credited as of the date the duties were performed; Hours of Service
for other reasons not requiring the performance of duties, shall be
credited to the period or periods for which the payment was made;
Hours of Service resulting from a back pay award, to the extent not
previously credited, shall be credited for the period or periods to
which the award or agreement pertains.
Notwithstanding the foregoing:
(i) no more than five hundred one (501) Hours of Service
shall be credited under item (b) and item (c) above for any
single continuous period during which no duties were
performed;
(ii) no Hours of Service shall be credited under item (b)
above if the indirect compensation was paid pursuant to
workmen's compensation, unemployment compensation, or
disability insurance laws; and
(iii) no Hours of Service shall be credited for any
payment to an employee which solely reimburses the employee
for medical or medically related expenses.
1.25 Limited Participant. The term "Limited Participant"
shall mean a Participant who becomes a "Limited Participant" as
defined in Sections 2.03 and 2.05 hereof.
1.26 Net Profits. The term "Net Profits" shall mean the net
income of the Sponsoring Employer for an Accounting Year calculated
in accordance with generally accepted accounting principles before
(i) federal or state income taxes or (ii) any additional
contributions to this Plan pursuant to Section 3.02.
1.27 Normal Retirement Date. The term "Normal Retirement
Date" shall mean a Participant's sixty-fifth (65th) birthday.
1.28 One Year Break in Service. A "One Year Break in Service"
shall occur for any Accounting Year if an Employee is not credited
with more than five hundred (500) Hours of Service for such
Accounting Year. A "One Year Break in Service" shall not be deemed
to have occurred if it is solely caused by either (i) service in
the armed forces of the United States while an Employee's
reemployment rights are guaranteed by law, (ii) a leave of absence
(without pay) duly granted an Employee by his Employer, or (iii) a
"maternity or paternity absence," as defined in Sections
410(a)(5)(E) and 411(a)(6)(E) of the Internal Revenue Code, i.e.,
an absence because of--
9
(i) pregnancy of an Employee;
(ii) birth of a child of an Employee;
(iii) placement of a child for adoption with an Employee;
or
(iv) caring for a child during the period immediately
following such a birth or placement.
1.29 Participant. The term "Participant" shall mean an
Employee who has met the requirements of Article II for
participation hereunder.
1.30 Participant Contributions Account/Other Investments. The
term "Participant Contributions Account/Other Investments" shall
mean the Account of a Participant to which shall be credited his
contributions to the Trust Fund, made pursuant to Section 2.02(a)
or (b), credited or debited with the adjustments made pursuant to
Section 4.02 and debited with payments made for Employer Stock. In
the event that a Participant makes contributions pursuant to both
Section 2.02(a) and Section 2.02(b), such account shall for
accounting purposes only, be subdivided into two subaccounts, with
one such subaccount to record contributions made pursuant to
Section 2.02(a) (and adjustments relating thereto) and the other
such subaccount to record contributions made pursuant to Section
2.02(b) (and adjustments relating thereto).
1.30A Participant Contributions Account/Diversified
Investments. The term "Participant Contributions Account/
Diversified Investments" shall mean the Account of a Participant to
which shall be credited amounts from his Participant Contributions
Account/Stock which are diversified into certain investments
elected pursuant to Section 4.08 hereof, credited or debited
pursuant to Section 4.02 and debited with benefit payments or
transfers from such accounts to Participant's Other Investments,
Stock or other Diversified Investments Accounts. Separate
subaccounts shall be maintained for each diversified investment
option and may be maintained for the interim investment of the
proceeds from the sale of Employer Stock.
1.31 Participant Contributions Account/Stock. The term
"Participant Contributions Account/Stock" shall mean the Account of
a Participant to which is credited with shares of Employer Stock
purchased by the Trust Fund from the Participant's nondeductible
contributions made pursuant to Section 2.02(a), credited or debited
with the adjustments made pursuant to Section 4.03, transfers into
or out of diversified investments pursuant to Section 4.08. While
such account shall record the number of shares credited to the
account (expressed in fractional shares to the nearest four (4)
places), no allocation of any specific shares of Employer Stock
held in the Trust Fund shall be made to such account.
10
1.32 Participant Deductible Contributions Account/Stock. The
term "Participant Deductible Contributions Account/Stock" shall
mean the Account of a Participant which is credited with shares of
Employer Stock purchased by the Trust Fund prior to 1987 with the
Participant's deductible contributions made pursuant to Section
2.02(b). While such account shall record the number of shares
credited to the account (expressed in fractional shares to the
nearest four (4) places), no allocation of any specific shares of
Employer Stock held in the Trust Fund shall be made to such
account.
1.33 Participation Date. The term "Participation Date" shall
mean January 1 and July 1 in each calendar year.
1.34 Plan. The term "Plan" shall mean the Leggett & Platt,
Incorporated Employee Stock Purchase/Stock Bonus Plan.
1.35 Rollover Account/Other Investments. The term "Rollover
Account/Other Investments" shall mean the Account of a Participant
to which shall be credited his Rollover Contributions to the Trust
Fund, made pursuant to Section 10.01, credited or debited with the
adjustments made pursuant to Section 4.02 and debited with payments
made for Employer Stock.
1.36 Rollover Account/Stock. The term "Rollover Account/
Stock" shall mean the Account of a Participant which is credited
with shares of Employer Stock purchased by the Trust Fund from the
Participant's Rollover Contributions made pursuant to Section
10.01.
1.37 Rollover Contributions. The term "Rollover
Contributions" shall mean the Participant's Rollover Contributions
made pursuant to Section 10.01.
1.38 Sponsoring Employer. The term "Sponsoring Employer"
shall mean Leggett & Platt, Incorporated.
1.39 Total and Permanent Disability. The term "Total and
Permanent Disability" or "Totally and Permanently Disabled" shall
mean a physical or mental condition arising after the original date
of employment of the Participant which totally and permanently
prevents the Participant from engaging in any occupation or
employment for remuneration or profits except for the purpose of
rehabilitation not incompatible with a finding of total and
permanent disability. The determination as to whether a
Participant is totally and permanently disabled shall be made (i)
on medical evidence by a licensed physician designated by the
Committee, or (ii) on evidence that the Participant is eligible for
disability benefits under any long-term disability plan sponsored
by the Employer, or (iii) on evidence that the Participant is
eligible for disability benefits under the Social Security Act in
effect at the date of disability.
11
1.40 Trust Agreement. The term "Trust Agreement" shall mean
the agreement entered into between the Employer and the Trustee
contemporaneously with the execution of this Plan as it may
subsequently be amended.
1.41 Trustee. The term "Trustee" shall mean the Trustee under
the Trust Agreement.
1.42 Trust Fund. The term "Trust Fund" shall mean all cash,
Employer Stock, other securities and property held by the Trustee
pursuant to the terms of the Trust Agreement, together with income
therefrom.
1.43 Valuation Date. The term "Valuation Date" shall mean the
last business day of each month. For distribution purposes the
term "Valuation Date" shall mean the last business day of each
fiscal quarter of the calendar year (i.e., generally, March 31,
June 30, September 30 and December 31). The term shall also
include special Valuation Dates pursuant to Section 4.06.
1.44 Vesting Service. The term "Vesting Service" shall mean
the number of Accounting Years during which the Employee is
credited with at least one thousand (1,000) Hours of Service,
including any Hours of Service with an Employer while the Employer
was a member of a controlled group of corporations, commonly
controlled group of trades or businesses or affiliated service
group with the Sponsoring Employer within the meaning of Sections
414(b), (c) and (m) of the Internal Revenue Code excluding (i) any
Hours of Service with an Employer prior to the date the Employer
became a part of a controlled group with the Sponsoring Employer
and (ii) excluding any Accounting Year during which the Employee
was eligible to make Employee contributions under Section 2.02(a)
of the Plan but declined to make any Employee contributions
hereunder. In addition, if a terminated Employee is reemployed,
his vesting Service shall not include any years of employment prior
to his earlier termination of employment if (i) he did not have any
vested and nonforfeitable interest in his Employer Contribution
Accounts upon his earlier termination of employment and (ii) he
incurred at least five (5) consecutive One Year Breaks in Service
before he was reemployed.
If a Member is on military leave during a period of time when
his reemployment rights with an Employer are guaranteed by federal
law, he shall be credited with the Hours of Service during his
military leave for vesting, computed on the basis of forty (40)
hours a week or eight (8) hours a day for each regular business day
from the commencement of his military leave to his reemployment
date, provided (i) he is reemployed by an Employer within the time
required by federal law after the expiration of his military
service, and (ii) he makes the Participant contributions permitted
under Section 2.02 within the time prescribed by this Section 1.44
after his reemployment, without any interest thereon, based on his
12
deemed Compensation during his military leave, as defined in
Section 1.08 hereof. An election to make such Employee
contributions must be made within one year of his reemployment and
may be made in a single payment or in installments over a period no
longer than one year from the date of his election to make such
Participant contributions.
ARTICLE II
PARTICIPATION IN THE EMPLOYEE STOCK PURCHASE/STOCK
BONUS PLAN AND CONTRIBUTIONS BY THE PARTICIPANTS
2.01 Eligibility. Each Eligible Employee who was a
Participant in the Plan on December 31, 1988, shall be entitled to
continue to participate in the Plan on and after January 1, 1989,
provided he remains an Eligible Employee and he is not a Highly
Compensated Employee. No Employee shall be entitled to continue to
participate in this Plan for any part of any Accounting Year after
1988 during which he is a Highly Compensated Employee, except as a
Limited Participant as provided in Section 2.05 hereof.
As of any Participation Date on or after January 1, 1989, any
Eligible Employee who is not a Highly Compensated Employee may
become a Participant provided his original date of employment is at
least one (1) year prior to such Participation Date. Such Eligible
Employee shall then become a Participant as of the Participation
Date on which he agrees to make (and does make) the Participant
contributions required in Section 2.02(a).
If the employees of a subsidiary or an affiliated company of
the Sponsoring Employer become employees of an Employer under the
Plan, then in determining eligibility to become a Participant in
the Plan, vesting, and early retirement, the Sponsoring Employer
shall recognize his Hours of Service for such subsidiary or
affiliated company while the subsidiary or affiliated company was
a member of a controlled group of corporations, commonly controlled
group of trades or businesses or affiliated service group with the
Sponsoring Employer within the meaning of Sections 414(b), (c) and
(m) of the Internal Revenue Code. In addition, the Board of
Directors of the Sponsoring Employer may, by resolution, credit all
such employees with Hours of Service or years of Vesting Service
with such subsidiary or affiliated company (the "employing entity")
even though all or part of such employment may have occurred prior
to the date the employing entity became a subsidiary or an
affiliated company. An Employee who becomes eligible to
participate in the Plan under this paragraph shall enter the Plan
on the date of his or her transfer to an Employer under the Plan.
If the Sponsoring Employer, either directly or through a
subsidiary, acquires a business ("acquired business") through
purchase of all or a substantial part of the assets of the acquired
business and if in connection with such acquisition employees of
13
the acquired business are hired by the Sponsoring Employer and/or
any of its subsidiaries, then in determining eligibility to become
a Participant in the Plan, vesting and early retirement the Board
of Directors of the Sponsoring Employer may, by resolution, credit
all such employees with Hours of Service and years of Vesting
Service with such acquired business.
A terminated Participant shall again become a Participant on
his reemployment date provided he is not a Highly Compensated
Employee and he agrees to resume making (and does resume making)
the Participant contributions required in Section 2.02(a).
A terminated Employee (who had not become a Participant prior
to his termination) who is reemployed by the Employer shall become
a Plan Participant on the Participation Date coincident with or
immediately following the date he satisfies the requirements set
forth in this Section 2.01, counting, for this purpose, his years
of Vesting Service prior to his reemployment unless he incurs
consecutive One Year Breaks in Service that equal or exceed
(i) five (5) years or (ii) his years of Vesting Service as of his
earlier termination of employment, in which event he shall be
treated the same as a new Employee for the purpose of his
eligibility to become a Participant in this Plan.
Each Employee shall be furnished a summary of the Plan when he
first becomes eligible to become a Participant in this Plan.
2.02 Employee Contributions. Each Eligible Employee may make
contributions to the Trust Fund in accordance with the following:
2.02(a) Nondeductible Employee Contributions. Prior to the
beginning of each Accounting Year, each Eligible Employee whose
annual Compensation for the applicable Accounting Year is expected
to exceed the Compensation Base (as defined in Section 1.09) for
such Accounting Year shall be provided with an enrollment form by
the Committee on which he may authorize that nondeductible Employee
contributions be withheld, by payroll deduction, equal to:
two percent (2%); or,
three percent (3%); or,
four percent (4%); or,
five percent (5%); or,
five and seven tenths percent (5.7%)
of his Compensation for the Accounting Year which is in excess of:
$18,000 annually, or
$692 biweekly, or
$346 weekly,or
$8.65 hourly.
14
After 1989, the above threshold amounts shall be increased by
the same percentage (and pursuant to the same formula) by which the
Compensation Base for Employees who become Participants on and
after January 1, 1987 is increased in accordance with the
provisions of Section 1.09 hereof.
Notwithstanding the above, any Eligible Employee who became a
Participant prior to January 1, 1987, and who is not a Highly
Compensated Employee, and who is otherwise eligible to participate
in this Plan may authorize annual contributions of a dollar amount
which is at least equal to the dollar amount the Eligible Employee
contributed to this Plan for 1988.
Effective from and after January 1, 1992 each Eligible
Employee whose annual Compensation for the applicable Accounting
Year is not expected to exceed the Compensation Base (as defined in
Section 1.09) for such Accounting Year (and who is a salaried
Employee), shall be provided an enrollment form by the Committee on
which he may authorize that nondeductible Employee contributions be
withheld, by payroll deduction, equal to not less than five dollars
($5.00) per biweekly payroll period nor more than fifteen dollars
($15.00) per biweekly payroll period; provided that the amount
shall be in whole dollars.
From and after January 1, 1992 a Participant may only change
the rate of his contributions as of a Participation Date by a
written notice to the Committee at least fifteen (15) days prior to
the Participation Date.
2.02(b) Deductible Employee Contributions. From and after
January 1, 1982, and prior to January 1, 1987, Participants were
permitted to make voluntary deductible contributions in cash to the
Trust Fund in accordance with the law in effect at such time.
Subject to the provisions of Section 5.07, a Participant may elect
at any time to withdraw from his Participant Deductible
Contributions Account/Stock and/or that portion, if any, of his
Participant Contributions Account/Other Investments attributable to
contributions made pursuant to this Section 2.02(b), all or a part
of (i) the balance then credited to such Stock Account, and/or (ii)
the amount then constituting such portion of such Other Investments
Account. If a Participant who has not Attained Age fifty-nine and
one-half (59 1/2) requests a withdrawal from his Participant
Deductible Contributions Account/Stock (or from the portion of his
Participant Contributions Account/Other Investments which is
attributable to contributions, if any, made pursuant to Section
2.02(b)), such requests shall not be granted unless the Participant
acknowledges in writing that he understands that the amount
withdrawn
(i) will be subject to a ten percent (10%) federal
excise tax penalty;
15
(ii) will also be taxed as ordinary income for federal
income tax purposes;
(iii) will be reported to the Internal Revenue Service for
such purposes.
2.03 Suspension of Nondeductible Contributions. A Participant
may, at any time, suspend his nondeductible contributions made
pursuant to Section 2.02(a), during which period of time such
Participant shall be considered to be participating in the Plan as
a "Limited Participant." A suspension of such contributions may
only be accomplished by giving written notice to the Employer at
least fifteen (15) days before the end of the payroll period during
which the suspension is to take effect (on forms prescribed by the
Committee).
2.04 Resumption of Nondeductible Contributions. A Participant
who has suspended nondeductible contributions may resume them by
giving fifteen (15) days' written notice to the Employer (on forms
prescribed by the Committee).
2.05 Limited Participant. If a Participant (i) ceases to be
an Eligible Employee while remaining in the employ of the Employer,
or (ii) becomes a Highly Compensated Employee, or (iii) suspends
nondeductible contributions as hereinabove provided, he shall
become a "Limited Participant" in which event he shall continue to
participate in the Plan for all purposes (such as vesting and
investment earnings) except that he shall not be entitled to make
any Employee contributions under the Plan and he shall not share in
any Employer contributions under the Plan for any Accounting Year
in which he is a Highly Compensated Employee.
2.06 Exclusion of Highly Compensated Employees. Sixty (60)
days prior to each Accounting Year, the Employer shall determine
which employees should be Highly Compensated Employees for the
following Accounting Year. As of each Valuation Date during an
Accounting Year, the Committee shall review its determination of
the Highly Compensated Employees of the Employers. Within fifteen
days following the end of each Accounting Year, the Sponsoring
Employer shall determine which Employees were Highly Compensated
Employees for the immediately preceding Accounting Year. In the
event any Employee made any Employee Contributions under Section
2.02 or shared in any Employer Contributions under Article III for
any Accounting Year after January 1, 1989, in which he was a Highly
Compensated Employee, his Employee contributions shall be returned
to the Highly Compensated Employee, without any investment earnings
thereon, as soon as reasonably practicable after the Committee
determines that he is a Highly Compensated Employee. Furthermore,
matching Employer contributions shall not be allocated to the
Accounts of a Highly Compensated Employee for any Accounting Year
in which he is a Highly Compensated Employee but shall be applied
to reduce any other matching Employer contributions due under this
Plan.
16
2.07 Plan Controlling. Upon becoming a Participant, a
Participant shall be bound then and thereafter by the terms of this
Plan and the Trust Agreement, including all amendments to the Plan
and the Trust Agreement made in the manner herein authorized.
ARTICLE III
CONTRIBUTIONS BY THE EMPLOYER
3.01 Matching Employer Contributions. As soon as practicable
after each payroll period for which Contributions made pursuant to
Section 2.02(a) are withheld from Participants, the Employer will
remit such contributions to the Trustee plus an amount equal to
one-half (1/2) of such Participant contributions. The Employer
Contributions may either be made (i) in cash or (ii) in shares of
Employer Stock, valued at the closing price of the shares on the
New York Stock Exchange on the business day immediately prior to
the date of the contribution to the Trust Fund, if the shares are
contributed directly to the Trust Fund. The Employer may also in
one or more transactions purchase shares of Employer Stock in the
open market as treasury stock with instructions to the broker-
dealer or other person authorized to execute the transaction to
deliver on behalf of the Employer the shares purchased by the
Employer upon settlement to the Trustee (or for credit to the
Trustee's account with a depository), in which event the shares
purchased shall be valued at the cost of treasury stock purchased,
plus commission, if any, and any other out-of-pocket expenses
related to the transaction. Alternatively, the Employer may in one
or more transactions purchase shares of Employer stock directly
from a Participant, employee or other person, other than a
Participant, employee or other person to whom the restrictions in
Section 16(a) or Section 16(b) of the Securities and Exchange Act
of 1934 are applicable, with instructions to the transfer agent of
the Employer to deliver the certificates for such shares of
treasury stock directly to the Trustee (or for credit to the
Trustee's account with a depository); the purchase price for any
such shares of treasury stock shall be based on the closing price
of the Employer Stock on the New York Stock Exchange on the
business day immediately preceding the transaction, (and shall not
include any out-of-pocket expenses related to such a transaction)
which shall be the value of the shares delivered to the Trustee for
Plan accounting purposes. As of the Valuation Date coincident with
the close of each Accounting Year, the value of Forfeitures,
calculated as of such date, shall be applied to reduce any
additional Employer Contribution for such Accounting Year under
Section 3.02 hereof or to reduce future Employer Contributions
under this Section 3.01.
3.02 Additional Employer Contributions. For each Accounting
Year in which the Employer has Net Profits or accumulated Net
Profits, the Employer may make an additional contribution from such
Net Profits (or accumulated Net Profits) to be allocated to: (i)
17
each active Participant who is employed by the Employer on the last
day of the Accounting Year for which such contribution is made, and
(ii) each Participant who retired, died or became Totally and
Permanently Disabled during such Accounting Year. The amount of
any contributions made pursuant to this Section 3.02 shall be
determined by the Board of Directors of the Sponsoring Employer in
the form of a resolution and shall not exceed the lesser of (i)
one-half (1/2) of the nondeductible contributions made pursuant to
Section 2.02(a) during such Accounting Year by the Participants
entitled to share in the allocation, and (ii) the maximum amount
deductible under Section 404(a)(3)(A) of the Internal Revenue Code,
or any statute or rule of similar import. The amount of such
additional contribution may be made (i) in cash, or (ii) in shares
of Employer Stock, valued as of the closing price of the shares on
the New York Stock Exchange on the business day prior to the date
of the contribution to the Trust Fund, if the shares are
contributed directly to the Trust Fund. The Employer may in one or
more transactions purchase shares of Employer Stock in the open
market as treasury stock with instructions to the broker-dealer or
other person authorized to execute the transaction to deliver on
behalf of the Employer the shares purchased by the Employer upon
settlement to the Trustee (or for credit to the Trustee's account
with a depository), in which event the shares purchased shall be
valued at the cost of treasury stock purchased, plus commissions,
if any, and any other out-of-pocket expenses related to the
transaction. Alternatively, the Employer may in one or more
transactions purchase shares of Employer stock directly from a
Participant, employee or other person, other than a Participant
employee or other person to whom the restrictions in Section 16(a)
or Section 16(b) of the Securities and Exchange Act of 1934 are
applicable, with instructions to the transfer agent of the Employer
to deliver the certificate(s) for such shares of treasury a stock
directly to the Trustee (or for credit to the Trustee's account
with a depository); the purchase price for any such shares of
treasury stock shall be based on the closing price of the Employer
stock on the New York Stock Exchange on the business day
immediately preceding the transaction, (and shall not include any
out-of-pocket expenses related to such a transaction) which shall
be the value of the shares delivered to the Trustee for Plan
accounting purposes. The additional contribution shall be
allocated as of the Valuation Date coincident with the close of the
Accounting Year for which it is made in the proportion that the
nondeductible contributions made pursuant to Section 2.02(a) of
each Participant eligible to share in the allocation for such
Accounting Year bears to the total contributions of all such
Participants.
3.03 Limit on "Annual Additions". Notwithstanding any
provisions contained herein to the contrary, the total "annual
addition" to any Participant's Accounts and to any other "defined
contribution plan" maintained by the Employers combined shall not
exceed the lesser of (i) Thirty Thousand Dollars ($30,000) as
18
adjusted pursuant to Section 415(c)(1)(A) of the Internal Revenue
Code of 1986, as amended, or (ii) twenty-five percent (25%) of the
Participant's total annual compensation. For purposes of this
Section, the term "annual additions" shall mean the total addition
to the Participant's Accounts in the Accounting Year attributable
to:
(i) Employer contributions under this Article III;
(ii) Any Employer contributions and forfeitures for such
Accounting Year to any other "defined contribution plan"
maintained by the Employers; and
(iii) All of a Participant's nondeductible contributions
made pursuant to Section 2.02(a).
3.04 Corrective Adjustments in Annual Additions. In the event
that as of any Valuation Date corrective adjustments in the "annual
addition" to any Participant's accounts are required pursuant to
Section 3.03, such adjustments shall be made in the following order
of precedence:
(a) By a reduction of his Participant Contributions
Accounts in an amount equal to all or such portion
of the Participant's nondeductible contributions
made hereunder during the Accounting Year in
question, which is required to make such corrective
adjustment.
(b) If a further corrective adjustment is necessary, his
Employer Contributions Accounts shall be reduced by
Employer contributions made on behalf of the
Participant during the Accounting Year.
The amount of any "corrective adjustments" to Participant
Contributions Accounts pursuant to Section 3.04(a) shall be
returned to the Participant as soon as practical after such
adjustments are made. The amount of any "corrective adjustments"
to a Participant's Employer Contributions Accounts pursuant to
Section 3.04(b) shall be allocated to the appropriate Employer
Contributions Accounts of all other Participants eligible to share
in the Employer's contribution pursuant to, and in the same manner
as the additional Employer contribution was (or would have been)
allocated under Section 3.02. If such reallocation is prohibited
because the annual addition to the accounts of all Participants
exceeds the limitations specified in Section 3.03, the Sponsoring
Employer shall be entitled to apply them to Employer contributions
for a subsequent Accounting Year.
3.05 Combined Plan Limits. If a Participant is a member of a
defined benefit plan maintained by an Employer, the sum of his
defined benefit plan fraction and defined contribution plan
fraction shall not exceed 1.0.
19
For purposes of this Section 3.05, the term "defined
contribution plan fraction" shall mean a fraction, the numerator of
which is the sum of all his "annual additions" (as defined in
Section 415(c) of the Internal Revenue Code) to the Participant's
Accounts under this Plan and any other defined contribution plan
maintained by an Employer as of the close of the Accounting Year
and the denominator of which is either (i) one hundred forty
percent (140%) of the maximum permissible "annual additions" for
each Accounting Year of the Participant's employment for an
Employer under Section 415(c) of the Internal Revenue Code or (ii)
one hundred twenty-five percent (125%) of the maximum permissible
annual additions for each Accounting Year of the Participant's
employment for the Employer under Section 415(c) of the Internal
Revenue Code, based on the dollar limits, whichever is less.
For purposes of this Section 3.05, the term "defined benefit
plan fraction" shall mean a fraction, the numerator of which is the
Participant's projected annual benefit under such defined benefit
plan as of the close of the applicable plan year and the
denominator of which is either (i) one hundred forty percent (140%)
of the Participant's maximum permissible benefit under Section
415(b) of the Internal Revenue Code, based on the percentage of pay
limits, or (ii) one hundred twenty-five percent (125%) of the
maximum permissible benefit under Section 415(b) of the Internal
Revenue Code, based on the dollar limits, whichever is less.
The limitation on combined benefits and contributions from one
or more defined benefit plans and one or more defined contribution
plans which is set forth in Section 415(e) of the Internal Revenue
Code shall be satisfied by a reduction (if necessary) in the
Participant's benefits under the defined benefit plan(s) maintained
by an Employer and his contributions under the defined contribution
plan(s) maintained by an Employer shall not be affected by such
combined plans limitation.
ARTICLE IV
ACCOUNTS OF PARTICIPANTS
4.01 Determination of Fair Market Value. As of each Valuation
Date, the Trustee shall determine the fair market value of the
Trust Fund and the fair market value of the Accounts of each
Participant.
4.01(a) Determination of Investment Earnings. The
investment earnings (or losses, if such computation is negative) of
the "Other Investments" and "Diversified Investments" portions of
the Trust Fund shall be calculated by the Trustee. Such investment
earnings (or losses) shall be equal to (i) the fair market value of
such portions of the Trust Fund as of the current Valuation Date
(including income accrued, but uncollected, and excluding expenses
incurred, but unpaid), less (ii) the fair market value of such
20
portions of the Trust Fund as of the immediately preceding
Valuation Date; plus (iii) benefit payments to Participants or
former Participants from such portions of the Trust Fund and any
other disbursements from such portions of the Trust Fund on behalf
of a particular Participant since the last preceding Valuation
Date; less (iv) any Employer and Participant's contributions made
to said portions of the Trust Fund since the last preceding
Valuation Date; less (v) any transfers to such portions of the
Trust Fund since the last preceding Valuation Date for any reason;
plus (vi) any transfers from such portions of the Trust Fund since
the last preceding Valuation Date for the purchase of Employer
Stock.
4.01(b) Valuation of Other Investments and Diversified
Investments Accounts. The Employer Contributions Account/Other
Investments and Diversified Investment Accounts, the Participant
Contributions Account/Other Investments and Diversified Investment
Accounts, the Rollover Account/Other Investments, the ESOP Transfer
Account/Other Investments and Diversified Investment Accounts of
each Participant as of a Valuation Date shall be equal to the value
of such Accounts as of the last Valuation Date plus or minus the
applicable adjustments set forth in Section 4.02.
4.02 Adjustment of Other Investments and Diversified
Investments Accounts. As of each Valuation Date, the other
Investments and Diversified Investments Accounts of each
Participant shall be adjusted in the following order and manner:
4.02(a) Reduction of Other Investments and Diversified
Investments Accounts. The Other Investments Accounts of each
Participant as of the last preceding Valuation Date shall be
reduced by the amount of any benefit payments from such Accounts
since such Valuation Date.
4.02(b) Allocation of Investment Earnings. The investment
earnings (or losses) determined under Section 4.01(a) shall be
allocated to the Other Investments and Diversified Investments
Accounts of each active Participant and each limited Participant in
the ratio that the value of such Accounts as of the last preceding
Valuation Date (plus any adjustment for contributions or
diversification transfers received since the preceding Valuation
Date and less any adjustments pursuant to Section 4.02(a)), bears
to the total value of all such Accounts as of the last preceding
Valuation Date.
Except as otherwise provided in Article V hereof no allocation
of investment earnings (or losses) shall be made to the Other
Investments and Diversified Investments Accounts of Participants
whose benefits became distributable since the last preceding
Valuation Date under Article V but which have not been distributed
by such Valuation Date.
21
4.02(c) Contributions; Cash Dividends; Transfers; Purchase
of Employer Stock. The Other Investments and Diversified
Investments Accounts shall be increased by (i) the amount of the
Employer, Participants, Rollover, diversification transfers and
ESOP Transfer Contributions received during the quarter ending with
the Valuation Date, (ii) the cash dividends received during such
quarter (in the manner provided in Section 4.07) and (iii) any
other investment income (including any investment income from the
interim investment of Employer Stock diversification sales). The
Other Investments Accounts shall be reduced by the amount applied
to purchase Employer Stock and diversification transfers during
such quarter. The increases attributable to Employer Contributions
shall be credited to the "nonvested and forfeitable" subdivision of
the Employee's Account for the current year. The reductions for
Employer Stock purchases shall be applied first to the oldest
subdivision of such Accounts, if there are more than one (1).
4.02(d) Vesting of Other Investments and Diversified
Investments Accounts. If a Participant's employment with the
Employers terminated prior to January 1, 1989, amounts in his
Employer Contributions Account/Other Investments shall be vested
and nonforfeitable only to the extent provided under the provisions
of the Plan in effect on the date of his termination.
If a Participant is credited with one or more Hours of Service
on or after January 1, 1989, all amounts in his Employer
Contributions Accounts/Other Investments and Employer Contributions
Accounts/Diversified Investments shall become vested and
nonforfeitable on the date he is credited with at least five (5)
years of Vesting Service.
Notwithstanding the preceding paragraph, if an Employee was
credited with three (3) years or four (4) years of Vesting Service
as of January 1, 1989, then as of the Valuation Date coincident
with the close of each Accounting Year (December 31) any amounts
credited to the subdivisions of the Employer Contributions
Account/Other Investments or Employer Contributions Accounts/
Diversified Investments for the first (1st), second (2nd), and
third (3rd) Accounting Years prior to the year during which such
Valuation Date occurs shall be transferred to the "vested and
nonforfeitable" subdivision of such Account in accordance with the
following schedule:
First (1st) preceding year 1/3
Second (2nd) preceding year 1/2
Third (3rd) preceding year All
so that Employer Contributions shall be fully vested and
nonforfeitable by the end of the third (3rd) Accounting Year after
the year they are made. No transfers under this Section 4.02(d)
shall be made between Accounts of a Participant who terminated
employment during the Accounting Year and who has been reemployed
by the close of such Accounting Year.
22
4.03 Adjustment of Stock Accounts. As of each Valuation Date,
the Stock Accounts of each Participant shall be adjusted in the
following order and manner:
4.03(a) Reduction of Stock Accounts. The Stock Accounts of
each Participant as of the last preceding Valuation Date shall be
reduced by the amount of any benefit payments from such Account on
the Participant's behalf since the last preceding Valuation Date
and by the sale of any whole shares for transfer and reinvestment
in diversified investments pursuant to Section 4.08 hereof. With
respect to benefit payments such reduction shall be expressed in
whole and fractional shares even though cash in an amount
equivalent to part or all of such shares may have been distributed
for such payments. With respect to sales of Employer Stock for
reinvestment in diversification investments, such reduction shall
be made in whole shares only.
4.03(b) Purchase of Employer Stock; Increase in Stock
Account. The "nonvested and forfeitable" subdivisions of the
Employer Contributions Account/Stock of each Participant expressed
in whole and fractional shares to the nearest four (4) places,
shall be increased by the number of shares purchased for such
Accounts based upon the average price per share of the aggregate
purchases of Employer Stock during the quarter ending with the
Valuation Date, divided by the number of shares purchased. The
shares shall be credited to the subdivision of the "Employer
Contributions Account/Stock" for the same year the "Other
Investments Account" is debited (usually the current year or next
preceding year). For the purposes of this Section 4.03(b), shares
contributed by the Sponsoring Employer shall be deemed to have been
purchased at the fair market value of such shares based on the
closing price of Employer Stock on the New York Stock Exchange on
the business day immediately preceding the date the shares were
contributed to the Trust Fund.
4.03(c) Valuation of Stock Accounts. The Employer Stock
Accounts shall be maintained in whole shares and fractional shares
expressed to the nearest four (4) places and shall reflect the cost
of the shares purchased or the appropriate fair market value of the
shares of Employer Stock contributed to the Trust Fund by the
Employer.
4.03(d) Vesting of Stock Accounts. If a Participant's
employment with the Employers terminated prior to January 1, 1989,
amounts in his Employer Contributions Account/Stock shall be vested
and nonforfeitable only to the extent provided under the provisions
of the Plan in effect on the date of his termination of employment.
If a Participant is credited with one or more Hours of Service
on or after January 1, 1989, all amounts in his Employer
Contributions Accounts/Stock shall become vested and nonforfeitable
when he is credited with at least five (5) years of Vesting
Service.
23
Notwithstanding the preceding paragraph, if an Employee has
been credited with three (3) or four (4)years of Vesting Service as
of January 1, 1989, then as of the Valuation Date coincident with
the close of each Accounting Year (December 31) any shares credited
to the subdivisions of the Employer Contributions Account/Stock for
the first (1st), second (2nd), and third (3rd) Accounting Years
prior to the year during which such Valuation Date occurs shall be
transferred to the "vested and nonforfeitable" subdivision of such
Account in accordance with the following schedule:
First (1st) preceding year 1/3
Second (2nd) preceding year 1/2
Third (3rd) preceding year All
so that Employer Contributions shall be fully vested and
nonforfeitable by the end of the third (3rd) Accounting Year after
the year they are made. No transfers under this Section 4.03(d)
shall be made between Accounts of a Participant who terminated
employment during the Accounting Year and who has been reemployed
by the close of the Accounting Year.
4.04 Quarterly Participant Account Statements. As soon as
reasonably practicable after the close of each quarter of the
Accounting Year (i.e., March 31, June 30, September 30 and
December 31), the Committee shall advise each Participant of the
value of his Accounts as of the Valuation Date coincident with the
close of such quarter.
4.05 Best Judgment Rule. In determining the value of the
Trust Fund and the Accounts, the Trustee and the Committee shall
exercise their best judgment, and all determinations of value (in
the absence of bad faith) shall be binding upon all Participants
and their Beneficiaries. All allocations shall be deemed to have
been made as of a Valuation Date.
4.06 Special Valuation Date. Notwithstanding anything to the
contrary expressed or implied herein, the Committee may direct a
special Valuation Date as of any business day or for distribution
purposes, the last business day of any month. Such special
Valuation Date shall be deemed equivalent to a regular Valuation
Date.
4.07 Allocation of Dividends. All stock dividends on Employer
Stock shall be allocated to Employer Stock Accounts in the ratio
that number of shares in each Employer Stock Account bears to the
total number of shares in the Employer Stock Account of all
Participants. Cash dividends on Employer Stock shall be allocated
to the Other Investments Accounts on the same basis, but shall be
credited to the Participant Contributions Account/Other Investments
of each Participant as of the Valuation Date following receipt of
the cash dividend by the Trustee.
24
4.08 Diversified Investments for Certain Participants and
Accounts. If a Participant who is an active Employee has completed
at least five (5) years of Participation in the Plan and has
Attained Age thirty-five (35) he may elect to diversify the
investments in his Accounts and future Participant Contributions as
hereinafter provided.
4.08(a) Existing Account/Diversification Out of Employer
Stock. An eligible Participant may diversify part or all of the
whole shares of Employer Stock credited to his Participant
Contribution and, if applicable, Employer Contribution Accounts/
Stock as hereinafter provided:
Then he may
diversify the And he may also
following per- diversify the fol-
centage of his lowing percentage
If an eligible Participant of his Employer
Participant's Contributions Contributions
Attained Age is: Account/Stock Account/Stock
35-39 Up to 25% None
40-44 Up to 50% None
45-49 Up to 75% None
50-59 Up to 100% Up to 50%
60 or older Up to 100% Up to 100%
The applicable percentage of Employer Stock that a Participant
may direct the Committee, in writing, to sell and reinvest in
diversified investments shall be based on the whole share balance
in the Participant's Account(s) that are eligible for
diversification as of the most recent quarterly valuation date
(i.e., March 31, June 30, September 30 and December 31), adjusted
by any shares distributed or credited to the applicable Account(s)
since such Valuation Date.
If the Participant has previously elected to diversify, the
number of whole shares of Employer Stock he may elect to diversify
at any time within any age brackets shall be adjusted by the
Committee and the Trustee in an equitable manner to reflect such
prior diversification. If a Participant who previously elected to
diversify, later elects to redeem part or all of his diversified
investments and reinvest the proceeds in Employer stock, the number
of whole shares of Employer Stock he may elect to diversify at any
time shall be adjusted by the Committee and the Trustee in an
equitable manner to reflect such prior diversification and
reinvestment in Employer Stock.
25
A written request to diversify or reinvest shall be made in
writing on forms furnished the Committee and may be made at any
time. However, only one request to diversify (i.e. sell Employer
Stock) or reinvest (i.e. purchase Employer Stock) may be made in
any calendar quarter. Upon receipt of such a request the Committee
shall direct the Trustee in writing to sell such whole shares as
soon as reasonably practicable either in the open market or by
reducing the number of shares of Employer Stock the Trustee may be
required to purchase as a result of Participant, Employer or
Rollover Contributions or the reinvestment of dividends on shares
of Employer Stock in the Trust Fund. The amount credited to a
Participant's Accounts as a result of such a sale of Employer Stock
shall be based on the average of the actual sale proceeds or, if no
actual shares are sold on the open market, based on the closing
price of the Employer Stock on the New York Stock Exchange on the
business day immediately preceding the date such shares are deemed
to be sold by the Trustee. The amounts realized from any such
sales of whole shares of Employer Stock shall be credited to the
Participant's Employer Contributions and/or Participant
Contributions/Other Investments Account(s) whichever is applicable,
until such amounts are reinvested in the diversified investments
made available by the Committee and elected, in writing, by the
Participant on a form which will be provided by the Committee.
When a Participant's properly completed and signed election to sell
whole shares of Employer Stock is received by the Trustee the
Trustee shall reinvest the proceeds of any such actual or deemed
sales of Employer Stock as soon as reasonably practicable in the
diversified investments elected by the Participant.
The diversification investment options a Participant may elect
shall be determined by the Committee from time to time. As of
January 31, 1993, the following collective investment trusts
maintained by the Trustee for I.R.C. Sec. 401(a) qualified retirement
plan trusts are the diversification investment options provided by
this Plan:
Money Market Fund
Intermediate Bond Fund
Balanced Fund
Value Equity Fund
Standard and Poor's 500 Index Fund
A diversification investment election may be made in five
percent (5%) increments which equal 100%.
In the case of a Participant to whom the provisions of either
Section 16(a) or Section 16(b) of the Securities Exchange Act of
1934 are applicable (herein referred to as an "Insider"), the
following restrictions shall apply: (i) any election by an Insider
to direct an investment, a transfer or change of investment of any
Account to Employer Stock; and (ii) any election to transfer or
change the investment of Accounts from Employer Stock to any Other
26
Investment Fund, may only be made by an Insider (x) during the
period commencing on the third business day following the date of
release for publication of any annual or quarterly summary
statements of the Employer's sales and earnings and ending on the
twelfth business day following such date (a "Window Period") and
(y) at least six months after the date of any previous transfer
hereunder to or from such Insider with respect to Employer Stock.
4.08(b) Existing Accounts/Reinvestment From Diversification
Investments into Employer Stock. A Participant whose Employer
Contributions and/or Participant Contributions/Stock Account(s)
have been diversified may at any time elect to redeem all or part
of the investments in the Participant's Diversification Accounts
and reinvest the proceeds in shares of Employer Stock as soon as
reasonably practicable after the proceeds from such redeemed
investments are available for reinvestment, provided that only one
such election may be made in any calendar quarter and the
Participant has not made any diversification election out of
Employer Stock in such calendar quarter. Such Employer Stock
purchases shall be made by the Trustee on the open market, from
Employer Treasury Stock or authorized but unissued shares or from
the Trust Fund as a result of shares of Employer Stock sold by this
Plan in order to make cash in lieu of stock distributions. If any
such purchases are not made in the open market, they shall be
deemed to be purchased on the basis of the closing price of the
Employer Stock on the New York Stock Exchange on the business day
immediately preceding the date such shares are deemed to be
purchased by the Trustee.
In the case of a Participant to whom the provisions of either
Section 16(a) or Section 16(b) of the Securities Exchange Act of
1934 are applicable (herein referred to as an "Insider"), the
following restrictions shall apply: (i) any election by an Insider
to direct an investment, a transfer or change of investment of any
Account to Employer Stock; and (ii) any election to transfer or
change the investment of Accounts from Employer Stock to any Other
Investment Fund, may only be made by an Insider (x) during the
period commencing on the third business day following the date of
release for publication of any annual or quarterly summary
statements of the Employer's sales and earnings and ending on the
twelfth business day following such date (a "Window Period") and
(y) at least six months after the date of any previous transfer
hereunder to or from such Insider with respect to Employer Stock.
4.08(c) Diversification Investments of Future Participant
Contributions. A Participant who is entitled to elect to diversify
under this Section 4.08 may also elect to diversify the investment
of his future Participant contributions as hereinafter provided.
27
Then he may direct the diversi-
If an eligible fication of the following app-
Participant's licable percentage of his future
Attained Age is: Participant contributions
35-40 Up to 25%
40-44 Up to 50%
45-49 Up to 75%
50 and older Up to 100%
A Participant who is entitled to diversify future Participant
contributions may do so at any time, in writing, on a form which
shall be furnished the Participant by the Committee. The election
shall be effective on the payroll period beginning at least five
(5) business days after the Committee's receipt of such written
election. Investments in the diversified investments elected by
the Participant in accordance with this Section 4.08 shall be made
by the Trustee as soon as reasonably practicable after such
diversification election is received by the Trustee.
4.09 ERISA Sec. 404(c) Compliance Intended. The Sponsoring
Employer intends that this Plan be an ERISA Section 404(c) plan
with respect to the portion of Participant Accounts which are
subject to diversification elections and, therefore, the Committee
shall, effective from and after January 1, 1994, administer the
Plan in compliance with the relevant regulations of the U.S.
Department of Labor under Section 404(c) of the Employee Retirement
Income Security Act of 1974.
ARTICLE V
PAYMENT OF BENEFITS TO PARTICIPANTS
5.01 Distribution on Early or Normal Retirement. When a
Participant lives to either his Early Retirement Date or Normal
Retirement Date and retires, the full value of his Accounts shall
immediately become distributable, calculated as of the quarterly
Valuation Date coincident with or, otherwise, immediately following
his Early Retirement Date or Normal Retirement Date, whichever is
applicable unless the distribution is not made within sixty (60)
days after such quarterly Valuation Date, in which event the
distributable amount and/or shares shall be calculated as of the
monthly Valuation Date immediately preceding the actual
distribution or in accordance with the provisions of Section 5.10
hereof, whichever is applicable.
28
5.02 Employment Beyond Normal Retirement. A Participant
may continue his employment past his Normal Retirement Date. Such
Participant shall continue to be an active Participant under the
Plan and the full value of his Accounts shall immediately become
distributable, calculated as of the quarterly Valuation Date
coincident with or, otherwise, immediately following the actual
date of his retirement unless the distribution is not made within
60 days after the quarterly Valuation Date, in which event the
distributable amount and/or shares shall be calculated as of the
monthly Valuation Date immediately preceding the actual
distribution or in accordance with the provisions of Section 5.10
hereof, whichever is applicable.
5.03 Distribution on Death. If a Participant dies while an
active Participant under the Plan, the full value of his Accounts
shall immediately become distributable to his Beneficiary or
Beneficiaries, calculated as of the quarterly Valuation Date
coincident with or, otherwise, immediately following the date of
his death unless the distribution is not made within 60 days after
the quarterly Valuation Date, in which event the distributable
amount and/or shares shall be calculated as of the monthly
Valuation Date immediately preceding the actual distribution or in
accordance with the provisions of Section 5.10 hereof, whichever is
applicable.
5.04 Distribution on Disability. When it is determined that
a Participant is Totally and Permanently Disabled, the Committee
shall certify such fact to the Trustee, and the full value of such
Disabled Participant's Accounts shall immediately become
distributable, calculated as of the quarterly Valuation Date
coincident with or, otherwise, immediately following the date of
his termination of employment due to Total and Permanent
Disability(as determined by the Committee), unless the distribution
is not made within 60 days after the quarterly Valuation Date, in
which event the distributable amount and/or shares shall be
calculated as of the monthly Valuation Date immediately preceding
the actual distribution or in accordance with the provisions of
Section 5.10 hereof, whichever is applicable.
5.05 Distribution on Termination of Employment. Whenever the
employment of a Participant shall terminate other than for early,
normal or late retirement, death or Total and Permanent Disability,
this Section 5.05 shall apply. In such event, the Participant
shall cease to be a Participant and the vested and nonforfeitable
portion of his Employer Contributions Account/Other Investments or
Diversified Investments, if any, and of his Employer Contributions
Account/Stock shall become distributable, calculated as of the
quarterly Valuation Date coincident with or immediately following
his termination of employment. The nonvested and forfeitable
portion of his Employer Contributions Account/Other Investments or
Diversified Investments and Employer Contributions Account/Stock
shall be forfeited as of the Valuation Date coincident with the
29
close of the Accounting Year during which his termination of
employment occurred provided he is not reemployed on or before such
date and repays to the Trust Fund any distribution he received
(pursuant to Section 5.13) on or before such Valuation Date.
Subject to the provisions of Section 5.12 hereof, the full value of
the terminated Participant's Participant Contributions
Accounts/Other Investments, Participant Accounts/Diversified
Investments, Participant Contributions Account/Stock, Participant
Deductible Contributions Account/Stock, Rollover Account/Other
Investments, Rollover Account/Stock, ESOP Transfer Account/Other
Investments, and ESOP Transfer Account/Stock shall become
distributable, calculated as of the quarterly Valuation Date
coincident with or immediately following the date his termination
of employment occurred, provided he is not reemployed on or before
such Valuation Date and repays to the Trust Fund any distribution
he received (pursuant to Section 5.13) on or before such Valuation
Date. If a distribution is not made within sixty (60) days after
the applicable quarterly Valuation Date, the distributable amount
and/or shares shall be calculated as of the monthly Valuation Date
immediately preceding the actual distribution or in accordance with
the provisions of Section 5.10 hereof, whichever is applicable.
5.06 In-Service Withdrawals. An Employee who has been an
active Participant at any time for at least two (2) years may,
after attaining age fifty-nine and one-half (59 1/2), withdraw in one
lump sum the entire balance of his vested Employer Contributions
Accounts, Participant Contributions Accounts, Rollover Accounts,
ESOP Transfer Accounts and, at the Participant's option, his
Participant Deductible Contributions Accounts, provided the
withdrawal satisfies the terms of this Section 5.06. Partial
withdrawals are not permitted. Only one (1) in-service withdrawal
may be made prior to a Participant's termination of employment.
A Participant who is not subject to Section 16(b) of the
Securities Exchange Act of 1934 ("Section 16(b)") may make a
request for an in-service withdrawal at any time and the Committee
shall in accordance with its practices and procedures, direct the
Trustee to make the withdrawal as soon as reasonably practicable.
The amount of any such withdrawal shall be based on the vested
shares of Company Stock and other amounts credited to the
Participant's Accounts as of the immediately preceding Valuation
Date, adjusted for Participant contributions, Employer
contributions, reinvested dividends and any other investment
earnings the Committee estimates should be credited to the
Participant's Stock and Other Investment Accounts for participation
after such Valuation Date. A Participant's ability to elect a cash
distribution shall be determined pursuant to Section 5.07. If a
cash distribution is elected by the Participant, the Employer Stock
in his Accounts shall be valued as of the date of the Committee
receives the Participant's written request for an in-service
withdrawal.
30
The amount of any in-service withdrawal to Participants who
are subject to Section 16(b) shall become distributable as of the
"In-Service Election Date," as hereinafter defined, immediately
following the date the Participant's written request therefor is
received by the Committee. The term "In-Service Election Date"
shall mean the last day of February, May, August and November of
each year. The Participant's written request must be received by
the Committee at least fifteen (15) days before the In-Service
Election Date. Distributions to Participants subject to Section
16(b) from their Stock accounts shall not be governed by Section
5.07, but instead shall be made in whole shares of Employer Stock,
except that the value of any fractional Share shall be distributed
in cash. The amount of any such withdrawal shall be based on the
vested shares of Company Stock and other amounts credited to the
Participant's Accounts as of the immediately preceding Valuation
Date, adjusted for Participant contributions, Employer
contributions, reinvested dividends and any other investment
earnings the Committee estimates should be credited to the
Participant's Stock and Other Investment Accounts for participation
after such Valuation Date.
If an additional Employer contribution is made to the Plan for
the Accounting Year in which the Participant elects an in-service
withdrawal, the Participant shall be entitled to a share of such
additional Employer contribution which shall be distributed to the
Participant after it is received by the Trustee. The distribution
of such an additional Employer contribution shall be made in the
same form (i.e., Employer Stock or cash) as the in-service
withdrawal was made to the Participant.
If a cash dividend on the Employer Stock occurs on or before
an in-service withdrawal is distributed but before the cash
dividend is received by the Trustee, the Participant's share of
such cash dividend will be distributed to the Participant in cash
as soon as reasonably practicable after it is received by the
Trustee. If a stock dividend, split or other recapitalization of
Employer Stock (hereinafter referred to as a "stock dividend") is
payable to shareholders of record on or before an in-service
withdrawal is distributed but before the stock dividend is received
by the Trustee, the Participant's share of such stock dividend will
be distributed to the Participant as soon as reasonably practicable
after it is received by the Trustee. The distribution of such a
stock dividend shall be made in the same form (i.e., Employer Stock
or cash) as the in-service withdrawal was made to the Participant.
If a Participant makes an in-service withdrawal pursuant to
the provisions of this Section 5.06, he shall not be entitled to
make any Participant contributions for the six consecutive months
after (i) the In-Service Election Date in the case of a Participant
who is subject to Section 16(b) or (ii) the next practicable pay
period after the Committee has received a notice of withdrawal in
the case of a Participant not subject to Section 16(b).
31
5.07 Distributions Usually In Employer Stock. Except as
hereinafter provided, all benefits distributed to or on behalf of
a Participant from his Other Investments or Diversified Investments
accounts shall be converted to Employer Stock by the purchase of
additional shares by the Trustee to the maximum extent practicable.
Any amount that cannot be applied to the purchase of Employer Stock
shall be distributed in cash. All benefits distributed to or on
behalf of a Participant from his Stock accounts shall be
distributed in whole shares of Employer Stock, except that the
value of any fractional share shall be distributed in cash, based
upon the value of such fractional share as of the quarterly
Valuation Date when his Accounts became distributable under this
Article V or as of the monthly Valuation Date next preceding the
actual distribution of such shares, if the distribution is not made
within sixty (60) days after such quarterly Valuation Date.
Notwithstanding the foregoing, unless a Participant requests
in writing that his Accounts be distributed to the maximum extent
practicable in shares of Employer Stock, in any case where less
than fifty (50) shares of Employer Stock are distributable to the
Participant, the Committee shall distribute in cash the
distributable balance in his Other Investments accounts and
distribute in cash an amount equal to the fair market value of the
distributable shares of Employer Stock credited to his Stock
accounts, valued at the closing price of the shares on the New York
Stock Exchange (i) as of the quarterly Valuation Date coincident
with or immediately preceding the date the Participant's Accounts
become distributable hereunder, or (ii) if the date of distribution
is sixty (60) or more days after such quarterly Valuation Date, as
of the monthly Valuation Date immediately preceding the day the
Committee directs the Trustee to make a cash distribution
hereunder. In the case of a Participant to whom the provisions of
either Section 16(a) or 16(b) of the Securities Exchange Act are
applicable (hereinafter referred to as an "Insider"), any request
that Accounts be distributed to the maximum extent practicable in
shares of Employer Stock must be made prior to the date such
Accounts become distributable and shall be irrevocable until at
least six (6) months after termination of Participant's employment.
In addition, the Committee shall, in any case where the number of
shares of Employer Stock that is distributable to a Participant
hereunder is at least fifty (50) shares but not more than one
hundred (100) shares, afford the Participant the opportunity to
elect to have his Accounts either distributed (i) in cash,
calculated as hereinabove provided, or (ii) in shares of Employer
Stock to the maximum extent practicable (calculated as hereinabove
provided). In the case of any Participant who is an "Insider", any
such election must be made prior to the date on which such Accounts
shall be distributable and shall be irrevocable until at least six
(6) months after termination of the Insider's employment. In case
any Participant who is afforded such an election does not make a
timely election, in writing, his Accounts shall be distributable in
shares of Employer Stock to the maximum extent practicable
32
(calculated as hereinabove provided). In any case, where the
number of shares of Employer Stock that is distributable to a
Participant hereunder is at least one hundred (100) shares or more,
the distribution shall, to the maximum extent practicable
(calculated as hereinabove provided), be in shares of Employer
Stock.
Distributions from Diversified Investments Accounts shall be
made in cash unless the Participant or Beneficiary elects in
writing (on a form which will be provided by the Committee prior to
the distribution) that part or all of his distribution be made in
Employer Stock, in which event Employer Stock shall be purchased by
the Trustee with the proceeds from the redemption of his
Diversified Investments Accounts and distributed to the
Participant.
5.08 Distribution Date. Any benefits payable under this
Article V shall commence within sixty (60) days of the date they
become distributable hereunder unless the amount cannot be
ascertained within such sixty (60) days, in which event they shall
be payable as soon as reasonably practicable thereafter. However,
if the benefit is greater than three thousand five hundred dollars
($3,500), it shall not commence prior to the Participant's
sixty-second (62nd) birthday without the Participant's written
consent. Any additional contributions allocated to a former
Participant who retired, died or became Totally or Permanently
Disabled during the Accounting Year for which an additional
contribution is made shall be distributed as soon as practicable
after receipt of the contribution by the Trustee. The distribution
shall be made in the same form as his benefits were otherwise
distributed as a result of his retirement, death or disability
subject to the provisions of Section 5.07 hereof.
In no event, however, shall a Participant's benefit payments
commence later than December 31 of the calendar year during which
he attains age seventy and one-half (70 1/2), even if he has not
retired. The required minimum distribution under this paragraph
for the calendar year during which the Participant attains age 70 1/2
shall be one-fifteenth (1/15) of the balance of his Accounts as of
the September 30 Valuation Date for that year. The minimum
required distribution during each subsequent calendar year shall be
the balance of the Participant's Accounts as of the September 30
Valuation Date for such subsequent year multiplied by a fraction
the numerator of which is one and the denominator of which shall be
the fifteen reduced by one for each year subsequent to the year
during which the Participant attained age 70 1/2. Required minimum
distributions shall be made pro-rata from each of the Participant's
Accounts. Distributions of amounts in excess of the required
minimums shall be made from such Accounts as specified in writing
by the Participant. In addition, any death benefit that becomes
payable under this Plan shall commence (or be paid) within one (1)
year after it becomes distributable hereunder.
33
Notwithstanding any provision of this Plan to the contrary,
distributions shall be made in accordance with Section 401(a)(9) of
the Internal Revenue Code and the regulations thereunder.
5.09 Forms of Distribution. The normal form of distribution
shall be a lump sum distribution. A Participant or Beneficiary
may, however, request an alternative form of distribution of any
benefits under the Plan as provided hereinafter. The request by
the Participant or the Beneficiary shall be in writing and shall be
filed with the Committee at least thirty (30) days or, in case the
Participant is an Insider of the Sponsoring Employer (as defined in
Section 4.08 hereof), six (6) months, before distribution is to be
made. The alternative forms of distribution are as follows:
1. A lump sum distribution of Employer Stock and/or
cash as hereinabove provided;
2. Periodic installments in substantially equal annual
amounts for a period not longer than hereinafter specified;
and
3. Any combination of the above.
If periodic installments are elected by a Participant, the
installment payments shall be made over a period of time not longer
than the lesser of (i) fifteen (15) years or (ii) the joint life
expectancy of the Participant and his spouse. If periodic
installments are elected by a Beneficiary of a deceased
Participant, other than the deceased Participant's spouse, the
installment payments shall be made over a period not longer than
five (5) years.
Notwithstanding any provisions of this Plan to the contrary,
distributions shall be made in accordance with Section 401(a)(9) of
the Internal Revenue Code and the regulations thereunder.
5.10 Segregating Accounts of Former Participants. As soon as
practical after the amount that is distributable to a former
Participant is finally determined, if his distribution will either
be made in installments or be delayed more than six (6) months if
payable in a lump sum, his Accounts shall be segregated from the
other Trust Fund assets into a separate trust account. The
investment of such separate trust account shall continue to be
governed by the provisions of Section 5.04 of the Trust Agreement
and the Employer Stock dividends and other investment income
credited to such account shall, to the extent practicable, be
invested in Employer Stock. All disbursements and expenses
attributable to such accounts shall be charged thereto. Trustee's
fees, however, shall be paid by the Employer. Periodic installment
payments from such separate trust accounts shall be made in
Employer Stock and/or cash pursuant to Section 5.07 hereof;
provided, however, that the elections accorded to the Participant
34
in Section 5.07 are based on the aggregate amount of shares and
cash in his Accounts as of the date the Participant's Accounts
become distributable hereunder. In the event of the death of
either a Participant or a Beneficiary to whom periodic installments
are being paid (or are to be paid) prior to receipt of the full
amount of such separate trust account, the remaining balance shall
be paid as soon as practical to the Beneficiary or Contingent
Beneficiary. The Committee may, with the consent of the Trustee,
direct that any separate trust accounts under this Section 5.10 be
commingled for investment purposes.
5.11 Death Payments to Contingent Beneficiaries. If, at the
time of a Participant's death while benefits are still outstanding,
his named Beneficiary does not survive him, his benefits shall be
paid to his named Contingent Beneficiary. If a deceased
Participant is not survived by either a named Beneficiary or
Contingent Beneficiary (or if no Beneficiary was effectively
named), the benefits shall be paid in a single sum to the person or
persons in the first of the following classes of successive
preference beneficiaries then surviving: the Participant's (a)
spouse, (b) children, (c) parents, (d) brothers and sisters, (e)
executors and administrators. The determination of the eligible
Beneficiary, Contingent Beneficiary, or successive preference
beneficiary shall be made by the Committee.
5.12 Special Rules Applicable to Deductible Participant
Contributions. Notwithstanding any provision to the contrary
herein contained, the following special rules shall govern the
distribution of a Participant's Participant Deductible
Contributions Account/Stock and/or that portion, if any, of his
Participant Contributions Account/Other Investments attributable to
contributions made pursuant to Section 2.02(b), in circumstances
where the Participant terminates employment for reasons other than
death or Total and Permanent Disability:
5.12(a) Election. The Participant may elect that his
Participant Deductible Contributions Account/Stock (or the portion,
if any, of his Participant Contributions Account/Other Investments
which is attributable to contributions made pursuant to Section
2.02(b)) shall either be
(i) retained in the Trust Fund and credited with the
investment earnings (or losses) of the Trust Fund in
accordance with Section 4.02 hereof until the close of the
Accounting Year in which the Participant reaches Attained Age
fifty-nine and one-half (59 1/2), at which time it shall be
distributed to the Participant in accordance with the
provisions of Section 5.09 hereof; or
(ii) transferred by the Trustee to an Individual
Retirement Account at a financial institution selected by the
Participant; or
35
(iii) distributed to the Participant, subject to the
provisions of Section 5.12(b) hereof, in the form of distribution
selected pursuant to Section 5.09 hereof.
In the absence of an election by the Participant, his Participant
Deductible Contributions Account/Stock and/or the portion, if any,
of his Participant Contributions Account/Other Investments
attributable to contributions made pursuant to Section 2.02(b)
shall be retained in the Trust Fund and credited with the
investment earnings (or losses) of the Trust Fund in accordance
with Section 4.02 hereof until the close of the Accounting Year in
which the Participant reaches Attained Age fifty-nine and one-half
(59 1/2), at which time it shall be distributed to the Participant in
accordance with the provisions of Section 5.09 hereof.
5.12(b) Acknowledgment. If a terminated Participant who has
not Attained Age fifty-nine and one-half (59 1/2) elects to receive a
distribution of his Participant Deductible Contributions
Account/Stock (or the portion, if any, of his Participant
Contributions Account/Other Investments which is attributable to
contributions made pursuant to Section 2.02(b)), such distribution
shall not be made unless the Participant acknowledges in writing
that he understands that the amount distributed
(i) will be subject to a ten percent (10%) federal
excise tax penalty;
(ii) will also be taxed as ordinary income for federal
income tax purposes; and
(iii) will be reported to the Internal Revenue Service for
such purposes.
5.13 Reemployment/Repayment of Benefits/Restoration of
Accounts. Notwithstanding any provision contained herein to the
contrary, a terminated Participant who was partially vested
pursuant to Section 5.05 and who is reemployed before he incurs
five (5) consecutive One Year Breaks in Service, shall be entitled
to repay to the Trust Fund the benefits he received, in the manner
and within the time hereinafter specified, and to have certain
forfeited portions of his Accounts restored.
5.13(a) Repayment of Employer Stock and Cash Distributions.
If the reemployed Participant received a distribution of Employer
Stock and cash, he must repay the Trust Fund the same number of
shares of Employer Stock and the same amount of cash that he
received as a result of his termination of employment, or if
subsequent to the receipt of the distribution there has been a
stock split or stock dividend, or a reorganization or
recapitalization of the Employer, then he must repay to the Trust
Fund the same amount of cash that he received as a result of his
termination of employment and the number of shares of Employer
36
Stock and/or cash which he received because of said stock split,
stock dividend, reorganization or recapitalization for the number
of shares of Employer Stock that he received as a result of his
termination of employment. However, the reemployed Participant is
not required to repay any cash distributions he received on the
shares of Employer Stock he received as a result of his termination
of employment. The repayment shall be made not later than the
earlier of (i) five (5) years after his reemployment or (ii) the
date he first incurs five (5) consecutive One Year Breaks in
Service. Upon receipt by the Trustee of the entire amount of the
reemployed Participant's repayment the Committee, as of the next
succeeding Valuation Date, shall credit to his Participant Stock
and Other Investment Accounts the shares of Employer Stock and cash
so repaid and shall restore the shares of Employer Stock and cash
forfeited from his Accounts. Any shares of Employer Stock and cash
which the Committee so restores shall be made from Forfeitures
which are otherwise available to reduce Employer contributions,
provided the repayment is made in the last quarter of the
Accounting Year and any such Forfeitures exceed the number of
shares of Employer Stock and the amount of cash to be restored.
Otherwise the Employer shall make a special contribution in an
amount sufficient to restore such forfeited shares of Employer
Stock and cash. The reemployed Participant shall be entitled to
vest in such restored Accounts as if the Employer contributions for
the shares of Employer Stock and cash restored had been made in the
applicable years.
5.13(b) Repayment of Cash Distributions. If the reemployed
Participant received a distribution solely consisting of cash (in
lieu of Employer Stock) he must repay to the Trust Fund the same
amount of cash that he received as a result of his termination of
employment by not later than the earlier of (i) five (5) years
after his reemployment, or (ii) the date he first incurs five (5)
consecutive One Year Breaks in Service. Upon receipt by the
Trustee of the entire amount of the reemployed Participant's
repayment the Committee shall cause the Employer to restore to the
Participant the additional amount of cash that would have been
distributed. The Committee shall then cause the Trustee, as of the
next succeeding Valuation Date, to credit such repaid and restored
cash to the Participant's Other Investments Accounts (and the
appropriate subdivision of such accounts). Any cash which the
Committee so restores shall be made from Forfeitures which are
otherwise available to reduce Employer contributions, provided the
repayment is made in the last quarter of an Accounting Year and any
such Forfeitures exceed the amount of cash to be restored.
Otherwise, the Employer shall make a special contribution in an
amount sufficient to restore such forfeited cash. The reemployed
Participant shall be entitled to vest in such restored accounts as
if the number of shares of Employer Stock purchased with such
restored amounts had been purchased from Employer contributions in
the applicable years preceding his reemployment.
37
5.14 Qualified Domestic Relations Orders. Benefit payments to
an alternate payee pursuant to a Qualified Domestic Relations Order
may be distributed prior to a Participant's termination of
employment or death, but shall not be distributed prior to the date
the Participant reaches Attained Age fifty (50), unless the
Participant terminates employment prior to reaching Attained Age
fifty (50). The amount and form of benefit payments shall be
computed in accordance with the provisions of Article V hereof.
5.15 Required Tax Withholding; Notice. The amount of any
eligible rollover distribution made after December 31, 1992 to a
terminated or retired Participant shall be subject to twenty
percent (20%) withholding for federal income taxes unless the
terminated employee elects in writing before the eligible rollover
distribution is made to have the entire eligible rollover
distribution paid directly to an eligible individual retirement
account, annuity, trust or another qualified retirement plan. An
eligible rollover distribution made after December 31, 1992 to a
surviving spouse shall be subject to twenty percent withholding for
federal income taxes unless the eligible rollover distribution is
directly rolled over to an individual retirement account, annuity
or trust. The taxable portion of a nonperiodic payment to a
nonspouse beneficiary shall be subject to ten percent (10%)
voluntary withholding for federal income taxes. The Trustee shall
transmit to the U.S. Treasury Department the amounts so withheld
within the time required by law. Prior to making any such eligible
rollover distribution and income tax withholding, the Committee
shall furnish each recipient of an eligible rollover distribution
with the notice required by Section 402(f) of the Internal Revenue
Code and the information required by the relevant Treasury
Department regulations thereunder.
Any distribution under this Plan may commence less than thirty
(30) days after the notice required under Treas. Reg. Sec. 1.411(a)-
11(c) is given provided that:
(a) the Committee clearly informs the Participant that
the Participant has a right to a period of at least
thirty (30) days after receiving the notice to
consider the decision of whether or not to elect
a distribution (and, if applicable, a particular
distribution option); and
(b) the Participant after receiving the notice
affirmatively elects distribution.
ARTICLE VI
THE COMMITTEE
6.01 Composition and Duties of Committee. The Board of
Directors of the Sponsoring Employer shall appoint three (3) or
more persons to be known as the Committee to administer the Plan,
38
keep records of individual Participant benefits, and notify the
Participants of the value of their Accounts annually. The Employer
will notify the Trustee of the names of the members of the
Committee and of any changes in membership that may take place from
time to time.
6.02 Term; No Compensation. All members of the Committee
shall serve until their resignation or dismissal by the Board of
Directors of the Sponsoring Employer and vacancies shall be filled
in the same manner as the original appointments. The Board of
Directors of the Employer may dismiss any member of the Committee
at any time with or without cause. No compensation shall be paid
members of the Committee from the Trust Fund for services on such
Committee.
6.03 Claims Procedure. The Committee shall from time to time
establish rules for the administration of the Plan and transaction
of its business consistent with the terms of the Plan. Without
limiting the generality of the above sentence, it is specifically
provided that the Committee shall set forth in writing, available
for inspection by any interested party, the procedures to be
followed in presenting claims for benefits under the Plan. The
Committee shall rely on the records of the Employer, as certified
to it, with respect to any and all factual matters dealing with the
employment of an Employee or Participant. In case of any factual
dispute hereunder, the Committee shall resolve such dispute giving
due weight to all evidence available to it. The Committee shall
interpret the Plan and shall determine all questions arising in the
administration, interpretation and application of the Plan. All
such decisions, interpretations and determinations shall be final,
conclusive and binding except to the extent that they are appealed
under the following claims procedure. In the event that the claim
of any person to all or any part of any payment or benefit under
this Plan shall be denied, the Committee shall provide to the
claimant, within sixty (60) days after receipt of such claim, a
written notice setting forth, in a manner calculated to be
understood by the claimant:
(i) The specific reason or reasons for the denial;
(ii) Specific references to the pertinent Plan provisions
on which the denial is based;
(iii) A description of any additional material or
information necessary for the claimant to perfect the claim
and an explanation as to why such material or information is
necessary; and
(iv) An explanation of the Plan's appeal procedure.
Within sixty (60) days after receipt of the above material, the
claimant shall have a reasonable opportunity to appeal the claim
39
denial to the Committee for a full and fair review. The claimant
or his duly authorized representative:
(i) May request a review upon written notice to the
Committee;
(ii) May review pertinent documents; and
(iii) May submit issues and comments in writing.
A decision by the Committee will be made not later than sixty
(60) days after receipt of a request for review, unless special
circumstances require an extension of time for processing, in which
event a decision should be rendered as soon as possible, but in no
event later than one hundred and twenty (120) days after such
receipt. The Committee's decision on review shall be written and
include specific reasons for the decision, written in a manner
calculated to be understood by the claimant with specific
references to the pertinent Plan provisions on which the decision
is based. All such decisions, interpretations and determinations
by the Committee shall be final, conclusive and binding.
6.04 Required Vote; Records of Committee. Except as otherwise
specifically provided herein, every decision and action of the
Committee shall be valid if concurred in by a majority of the
members then in office, which concurrence may be had without a
formal meeting. The Committee shall select a Secretary, who may or
may not be a Participant in the Plan, and any other officers deemed
necessary and shall adopt rules governing its procedures not
inconsistent herewith. The Committee shall keep a permanent record
of its meetings and actions.
6.05 Directing Payments. The Committee shall direct the
Trustee in writing to make payments from the Trust Fund to
Participants who qualify for such payments hereunder. Such written
order to the Trustee shall specify the name of the Participant, his
Social Security number, his address, and the amount and the form of
distribution of such payments.
6.06 Nondiscrimination. The Committee shall not take action
or direct the Trustee to take any action with respect to any of the
benefits provided hereunder or otherwise in pursuance of the powers
conferred herein upon the Committee which would be discriminatory
in favor of Limited Participants who are Highly Compensated
Employees, or which would result in benefiting one Participant, or
group of Participants, at the expense of another or in
discrimination between Participants similarly situated or in the
application of different rules to substantially similar sets of
facts.
6.07 Written Instructions to Trustee. The Trustee may request
instructions in writing from the Committee on other matters and may
rely and act thereon.
40
6.08 Duty to Maintain Participant Accounts. The Trustee shall
be responsible for the maintenance of Participant Accounts. Except
as provided in Section 5.10, however, the Trustee need not
segregate Accounts among Participants for investment purposes.
6.09 Employment of Counsel. The Committee may employ such
legal counsel, accountants, and other agents as it shall deem
advisable. The Employer shall pay, or cause to be paid from the
Trust Fund, the compensation of such legal counsel, accountants and
other agents and any other expenses incurred by the Committee in
the administration of the Plan and Trust.
6.10 Indemnification. The Sponsoring Employer shall indemnify
and save the members of the Committee, and any persons to whom the
Committee has allocated or delegated its responsibilities in
accordance with the provisions hereof, as well as any other
fiduciary who is also an officer, director or employee of an
Employer, and each of them, harmless from and against any and all
claims, loss, damages, expense and liability arising from their
responsibilities in connection with the administration of the Plan
and Trust Fund and not otherwise paid or reimbursed by insurance,
unless the same shall result from their own willful misconduct.
ARTICLE VII
THE TRUST FUND AND TRUSTEE
7.01 Trust Agreement. The Sponsoring Employer has entered
into a Trust Agreement with the Trustee to hold the funds necessary
to provide the benefits set forth in this Plan.
7.02 Trust Fund. The Trust Fund shall be received, held in
trust, and disbursed by the Trustee in accordance with the
provisions of the Trust Agreement and this Plan. No part of the
Trust Fund shall be used for or diverted to purposes other than for
the exclusive benefit of Participants, retired Participants,
disabled Participants, their Beneficiaries or Contingent
Beneficiaries under this Plan. No person shall have any interest
in, or right to, the Trust Fund or any part thereof, except as
specifically provided for in this Plan or the Trust Agreement.
7.03 Removal of Trustee. The Board of Directors may remove
the Trustee at any time upon the notice required by the terms of
the Trust Agreement, and upon such removal or upon the resignation
of a Trustee, the Board of Directors shall appoint a successor
Trustee.
7.04 Powers of Trustee. The Trustee shall have such powers to
hold, invest, reinvest, control and disburse the funds as at that
time shall be set forth in the Trust Agreement or this Plan.
41
7.05 Trust Agreement Part of the Plan. The Trust Agreement
shall be deemed to form a part of the Plan and all rights of
Participants or others under this Plan shall be subject to the
provisions of the Trust Agreement.
7.06 Settlement of Accounts of Trustee. The Trust Agreement
may contain provisions granting authority to the Employer to settle
the accounts of the Trustee on behalf of all persons having or
claiming an interest in the Trust Fund.
ARTICLE VIII
AMENDMENT AND TERMINATION
8.01 Amendment of Plan. The Sponsoring Employer hereby
reserves the right, at any time, by action of its Board of
Directors, to modify or amend, in whole or in part, any or all of
the provisions of the Plan, including specifically the right to
make such amendments effective retroactively, if necessary, to
bring the Plan into conformity with government regulations which
must be complied with so that the Plan and Trust Fund may be
eligible for tax benefits. No modification or amendment shall make
it possible for Trust assets to be used for or diverted to,
purposes other than the exclusive benefit of Participants and
former Participants and their Beneficiaries. The effectiveness of
any amendment of the Plan is expressly conditioned on the continued
qualification of the Plan, as revised by such amendment, under the
relevant provisions of the Internal Revenue Code of 1986, as
amended.
8.02 Termination of Plan. The Sponsoring Employer may, by
action of its Board of Directors, terminate the Plan at any time.
8.03 Full Vesting of Accounts on Plan Termination. If the
Sponsoring Employer terminates the Plan, completely discontinues
contributions, or partially terminates the Plan, the Committee
shall compute the value of the Accounts of the affected
Participants. The Accounts of such Participants and any other
persons having an interest in the Trust Fund computed in the manner
aforementioned shall then immediately vest and become
nonforfeitable. The interest of each such Participant shall, at
the discretion of the Sponsoring Employer, either (i) be
distributed, or (ii) continue to be held in the Trust Fund and
distributed upon each Participant's retirement, death, disability
or termination of employment.
8.04 Return of Mistaken/Nondeductible Employer Contribu-
tions. Notwithstanding anything contained herein to the contrary,
and pursuant to Section 403(c)(2) of the Employee Retirement Income
Security Act of 1974, upon the Employer's request, a contribution
which was made by the Employer under a mistake of fact, or
conditioned upon qualification of the Plan or any amendment
42
thereof, or upon the deductibility of the contribution under
Section 404 of the Internal Revenue Code of 1986, shall be returned
to the Employer within one year after the payment of the
contribution, the denial of the qualification or the disallowance
of the deduction (to the extent disallowed), whichever is
applicable.
ARTICLE IX
MISCELLANEOUS PROVISIONS
9.01 Corporate Merger or Consolidation. In the event of a
merger or consolidation of the Employer or transfer of all or
substantially all of its assets to any other corporation,
provisions may be made by such successor corporation at its
election for the continuance of this agreement and the Stock Bonus
Plan created hereunder as to such successor entity. Such successor
shall, upon its election to continue this Plan, be substituted in
place of the Employer by an instrument duly authorizing such
substitution accompanied by a certified copy of the resolutions of
the Board of Directors of the Employer and its successor
authorizing such substitution and delivered to the Trustee, and the
Trustee and all Participants hereunder shall be authorized to
recognize such successor in the place of the Employer.
9.02 Plan Transfer or Merger. In the case of any merger or
consolidation with or transfer of assets or liabilities of this
Plan to any other Plan, such merger, consolidation or transfer
shall by its terms provide that each Participant of the Plan would
(if the Plan then terminated) receive a benefit immediately after
the merger, consolidation, or transfer which is equal to or greater
than the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer (if the Plan had then
terminated).
9.03 Plan Benefits Not Subject to Claims of Creditors. None
of the benefits or beneficial interests under the Plan are subject
to the claims of creditors of Participants or their Beneficiaries,
and will not be subject to attachment, garnishment or any other
legal process except pursuant to a Qualified Domestic Relations
Order as defined in Section 414(p) of the Internal Revenue Code.
Neither a Participant nor his Beneficiaries may assign, sell,
borrow on, or otherwise encumber any of his beneficial interest in
the Plan and Trust Fund, nor shall any such benefits be in any
manner liable for or subject to the deeds, contracts, liabilities,
engagements, or torts of any Participant or Beneficiary.
9.04 No Contractual Obligation. Although it is the intention
of the Employer that this Plan shall be continued and its
contributions made regularly, this Plan is entirely voluntary on
the part of the Employer, and the continuance of the Plan and the
payments thereunder are not assumed as a contractual obligation of
the Employer.
43
9.05 Suspension of Employer Contributions. The Sponsoring
Employer specifically reserves the right in its sole and
uncontrolled discretion and by its official and authorized acts, to
modify, suspend (in whole or in part) at any time or from time to
time and for any period or periods, or to discontinue at any time
the contributions under this Plan.
9.06 No Right of Employment. Nothing contained in this Plan
shall be deemed to give any Participant or Employee the right to be
retained in the service of an Employer or to interfere with the
right of an Employer to discharge any Participant or Employee at
any time regardless of the effect which such discharge shall have
upon such individual as a Participant in the Plan.
9.07 Governing Law. This Plan shall be construed in
accordance with the laws of the State of Missouri, except where
such laws are superseded by the Employee Retirement Income Security
Act of 1974, as amended, in which case such Act shall control.
9.08 Distribution to a Minor or Incompetent. In making any
distribution to or for the benefit of any minor or incompetent the
Committee, in its sole, absolute and uncontrolled discretion may,
but need not, order the Trustee to make such distribution to a
legal or natural guardian, and any such guardian shall have full
authority and discretion to expend such distribution for the use
and benefit of such minor or incompetent, and the receipt of such
guardian shall be a complete discharge to the Trustee, without any
responsibility on its part or on the part of the Committee to see
to the application thereof.
9.09 Named Fiduciaries. For purposes of Part 4 of Title I of
the Employee Retirement Income Security Act of 1974, the Sponsoring
Employer, the Trustee, and the Committee shall each be named
fiduciaries. All actions by named fiduciaries shall be in
accordance with the terms of this Plan and of the Trust insofar as
such documents are consistent with the provisions of Title I of the
Employee Retirement Income Security Act of 1974. Each named
fiduciary shall act solely in the interest of Participants and
Beneficiaries and for the exclusive purpose of providing benefits
and defraying reasonable administrative expenses. Each named
fiduciary shall discharge his respective duties hereunder with the
care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims. Without
limiting the generality of the above, it is specifically provided
that the appointment and retention of the members of the Committee
is a duty of the Sponsoring Employer for purposes of this
Section 9.09.
9.10 Committee and Trustee Responsibilities. The Committee
shall be responsible for the administration and management of the
44
Plan except for those duties herein specifically allocated to the
Trustee or reserved by the Sponsoring Employer. Subject to the
objectives and purposes of the Plan (as recited in the preamble to
Article V of the Trust Agreement), the Trustee shall have exclusive
responsibility for the management and control of the assets of the
Plan except to the extent the Sponsoring Employer directs the
purchase of Employer Stock from the treasury stock of the
Sponsoring Employer. Each named fiduciary shall be responsible
only for the specific duties assigned above and shall not be
directly or indirectly responsible for the duties assigned to
another fiduciary. The Committee shall be deemed the administrator
for purposes of the Employee Retirement Income Security Act of
1974.
9.11 Nondiversion Clause. There shall be no diversion of any
portion of the assets of the Trust Fund other than for the
exclusive benefit of Participants and their Beneficiaries.
9.12 Voting Rights. Each Participant shall be entitled to
vote in the manner set out in this section all shares of Employer
Stock credited to his Accounts or to tender or exercise similar
rights with respect to all or part of the shares of Employer Stock
credited to his Accounts, irrespective of whether such Accounts are
derived from Company or Participant contributions and irrespective
of whether all or a part of the Employer Stock credited to such
Accounts may not yet have become fully vested and nonforfeitable.
The Committee shall determine, as of the latest practicable
date contemporaneous with or prior to the record date for each
meeting of stockholders, the number of shares of Employer Stock
credited to each Participant's Accounts. The Committee shall then
furnish each Participant prior to such meeting the proxy statement
for the meeting together with a form to be returned to the
Committee on which the Participant may set forth his instructions
for the voting of shares of Employer Stock credited to his
Accounts. Upon receipt of such instructions the Committee shall
instruct the Trustee to vote such shares in accordance with the
Participant's instructions. If, within such reasonable period of
time prior to any such meeting of stockholders as may be specified
by the Committee no instructions shall have been received by the
Committee from such Participant, the Committee shall instruct the
Trustee to vote, in person or by proxy, such shares of Employer
Stock in the manner determined by the Committee in its sole
discretion. The Committee shall, in its sole discretion, also be
entitled to direct the Trustee how to vote all shares of Employer
Stock held by the Trustee upon any matters as to which as a
practical matter no instructions can be given by Participants prior
to any meeting.
9.13 Table of Contents; Captions. The Table of Contents and
the captions have been placed in this Plan solely as a matter of
convenience and for reference. They do not describe the scope or
intent of this Plan and they shall not affect its interpretation.
45
ARTICLE X
ROLLOVER CONTRIBUTIONS AND ESOP TRANSFERS
10.01 Eligible Rollover Contributions. A nonbargaining
Employee of an Employer who has had distributed to him his entire
interest in a plan which meets the requirements of Section 401(a)
of the Internal Revenue Code as a result of (i) termination of
employment, (ii) plan termination, (iii) disability, or (iv) on or
after he has attained age fifty-nine and one-half (59 1/2), may,
regardless of whether he is presently eligible to participate in
this Plan and in accordance with procedures approved by the
Committee, transfer part or all of the distribution received from
such other plan to the Trust Fund for this Plan provided the
following conditions are satisfied:
(a) the transfer is either made directly from the
other plan or is made on or before the sixtieth (60th) day
following his receipt of the distribution from the other plan,
or, if such distribution had previously been deposited in an
Individual Retirement Account (as defined in Section 408 of
the Internal Revenue Code), if the transfer occurs on or
before the sixtieth (60th) day following his receipt of such
distribution from the Individual Retirement Account plus any
earnings credited thereon to such Individual Retirement
Account;
(b) the distribution from the other plan is a
"qualified rollover distribution" within the meaning of
subsection 402(c)(4) of the Internal Revenue Code; and
(c) the amount transferred is not more than the
eligible rollover distribution plus any earnings on such sum
accrued during the period, if any, in which such sum was held
in an Individual Retirement Account.
The Committee shall develop such procedures, and may
require such information from the Employee desiring to make such a
transfer, as it deems necessary or desirable to determine that the
proposed transfer will meet the requirements of this Section 10.01.
Upon approval by the Committee, the amount transferred shall be
deposited in the Trust Fund and shall be credited to the Employee's
Rollover Account/Other Investments and Rollover Account/Stock
(hereinafter referred to as "Rollover Accounts"). Rollover
Accounts may not be invested in diversified investments under
Section 4.08 hereof. Upon a transfer by an Employee who is not a
Participant hereunder, his Rollover Accounts shall represent his
sole interest in the Plan until he becomes a Participant.
If an Employee transfers assets as provided in this
Section 10.01, the fair market value of the assets transferred
shall be credited to his Rollover Account/Other Investments and
46
sold. As soon as reasonably practicable the proceeds from the sale
of such transferred assets in his Rollover Account/Other
Investments shall be invested as a part of the entire Trust Fund in
shares of Employer Stock.
A Participant may elect at any time to withdraw from
his Rollover Accounts all or any part of (i) the shares of Employer
Stock then credited to such Stock Account, and (ii) the amount then
constituting such Other Investments Account. Any such withdrawal
shall be made in accordance with the provisions of Section 5.06
(even though the Participant has not attained age 60) in shares of
Employer Stock and in cash for the fractional shares and the amount
distributable from such Other Investment Accounts. If a
Participant who has not Attained Age fifty-nine and one-half (59 1/2)
requests a withdrawal from his Rollover Accounts, such request
shall not be granted unless the Participant acknowledges in writing
that he understand the amount withdrawn
(i) will be subject to a ten percent (10%) federal
excise tax penalty;
(ii) will also be taxed as ordinary income
for federal income tax purposes; and
(iii) will be reported to the Internal Revenue Service
for such purposes.
10.02 ESOP Transfer Contributions. Any Employee who is
either (1) a Participant making contributions pursuant to Section
2.02(a) of this Plan as of December 31, 1989, or (2) a Limited
Participant as of December 31, 1989, and who receives a
distribution from the Leggett & Platt, Incorporated Employee Stock
Ownership Plan (herein referred to as the "ESOP") as a result of
the termination of the ESOP, may elect to have the entire amount of
such distribution transferred to the Trust Fund under this Plan and
credited to his ESOP Transfer Account/Other Investments and ESOP
Transfer Account/Stock. Such election shall be made in writing on
forms provided by the Committee. ESOP Transfer Contributions shall
be transferred directly from the trustee of the ESOP to the Trustee
of this Plan as soon as reasonably practicable following the
termination of the ESOP.
A Participant may elect at any time to withdraw from
his ESOP Transfer Accounts all or any part of (i) the shares of
Employer Stock then credited to such Stock Account, and (ii) the
amount then constituting such Other Investments Account. Any such
withdrawal shall be made in accordance with the provisions of
Section 5.06 (even though the Participant has not attained age 60)
in shares of Employer Stock and in cash for the fractional shares
and the amount distributable from such other Investment Accounts.
If a Participant who has not Attained Age fifty-nine and one-half
(59 1/2) requests a withdrawal from his ESOP Transfer Accounts, such
47
request shall not be granted unless the Participant acknowledges in
writing that he understand that the amount withdrawn
(i) will be subject to a ten percent (10%) federal
excise tax penalty;
(ii) will also be taxed as ordinary income for federal
income tax purposes;
(iii) will be reported to the Internal Revenue Service
for such purposes.
10.03 Vesting in Rollover Contributions and ESOP Transfer
Contributions. A Participant's Rollover Account/Other Investments,
Rollover Account/Stock, ESOP Transfer Account/Other Investments,
and ESOP Transfer Account/Stock shall be fully vested at all time.
10.04 Adjustment of Rollover Accounts and ESOP Transfer
Accounts. After the Rollover Accounts and ESOP Transfer Accounts
become a part of the Trust Fund pursuant to Section 10.01 and
Section 10.02 they shall share in the gains and losses of the Trust
Fund, in accordance with the terms of Section 4.02 and
Section 4.03.
10.05 Distribution of Rollover Accounts and ESOP Transfer
Accounts upon Disability. When the Employee retires (including
retirement for Total and Permanent Disability), he shall be
entitled to a distribution of the full value of his Rollover
Accounts and ESOP Transfer Accounts, determined as of the Valuation
Date coincident with or immediately succeeding his retirement.
Such distribution shall be made in the form of payment elected in
accordance with Section 5.09.
10.06 Distribution of Rollover Accounts and ESOP Transfer
Accounts upon Death. If the Employee dies before his Rollover
Accounts and ESOP Transfer Accounts are distributed to him, his
Beneficiary shall be entitled to the full value of his Rollover
Accounts and ESOP Transfer Accounts determined as of the Valuation
Date coincident with or immediately succeeding his date of death.
Such full value shall be applied to provide a Death Benefit in
accordance with Section 5.03 hereof.
10.07 Distribution of Rollover Accounts and ESOP Transfer
Accounts upon Termination of Employment. If an Employee terminated
employment for any reason other than retirement or death, his
Rollover Accounts and ESOP Transfer Accounts shall continue to be
held in the Trust Fund, and shall share in the gains and losses
thereof in accordance with Section 4.02 and Section 4.03, until the
first to occur of (i) the date the Employee requests such funds be
transferred to another funding medium, (ii) the Employee's death,
or (iii) the date benefits become payable to the Employee under the
terms of this Plan.
48
10.08 Form of Distribution. Any former Employee or retired
Employee who is entitled to a distribution under the terms of this
Plan may request, and the Committee shall agree to, a lump sum
distribution of his entire vested interest hereunder, as soon as
reasonably practicable, in order that such distribution may (i) be
transferred to an Individual Retirement Account described in
Section 408(a) of the Internal Revenue Code of 1986, as amended, or
(ii) be applied to purchase an Individual Retirement Annuity
described in Section 408(b) of such Code, or (iii) be transferred
to an employee's trust described in Section 401(a) of the Code
which is exempt from tax under Section 501(a) of the Code. Upon
the transfer of the Employee's entire vested interest, the Employee
shall be entitled to no further benefits under the terms of the
Plan.
ARTICLE XI
TAX EQUITY AND FISCAL
RESPONSIBILITY ACT OF 1982
TOP-HEAVY PROVISIONS
11.01 Application. The provisions of this Article XI shall
only be applicable if the Plan becomes "top-heavy" (as defined in
Section 416(g) of the Internal Revenue Code), aggregating this Plan
and any defined benefit plan sponsored by the Employer; i.e.,
generally, if sixty percent (60%) or more of the value of the
Accounts of Participants of this Plan and the accrued benefits of
members of any defined benefit plan sponsored by the Employer as of
any "determination date" (as defined in Section 416(g)(4) of the
Code, i.e., December 31) beginning as of December 31, 1983, is
attributable to "key employees" (as defined in Section 416(i)(1) of
the Code). For this purpose, benefit payments to "key employees"
during the Accounting Year (ending with such determination date) or
in any of the four (4) immediately preceding calendar years shall
be taken into account. The present value of accrued benefits in
any defined benefit plan sponsored by the Employer shall be
determined on the basis of the actuarial assumptions then being
used to comply with Section 401(a)(25) of the Internal Revenue
Code. If the Plan becomes "top-heavy" as of any determination
date, then effective in the next succeeding Accounting Year, the
provisions of this Article XI shall apply.
11.02 Special Vesting Rule. Notwithstanding the provisions
of Sections 4.02 and 4.03 hereof to the contrary, a Participant
shall be fully vested in his Accounts hereunder upon the completion
of three (3) years of Vesting Service as determined in accordance
with the following schedule:
49
Years of Vesting Service Vesting Percentage
Less than 3 years 0%
3 years or more 100%
11.03 Special Minimum Contribution. If this Plan becomes
"top-heavy," the minimum employer contribution required by
Section 416(c) of the Internal Revenue Code shall be satisfied by
the defined benefit plan maintained by the Employer which also
covers all Employees who are covered by this Plan.
11.04 Special Minimum Combined Plans Limit. Notwithstanding
the provisions of Section 3.05 hereof to the contrary, the
denominator of the defined contribution plan fraction and defined
benefit plan fraction shall, if this Plan becomes "top-heavy," be
amended to read one hundred percent (100%) rather than one hundred
twenty-five percent (125%) of the applicable dollar limits.
11.05 Key Employee Defined. The term "key employee" shall
have the same meaning as is specified in Section 416(i)(1) of the
Internal Revenue Code, i.e., (i) certain officers of the Employer
(but not more than fifty (50) officers or, if less, three (3)
officers or ten percent (10%). of all employees), (ii) the ten (10)
employees with the largest equity ownership of the Employer, (iii)
any Participant with a five percent (5%) equity interest in the
Employer and (iv) any Participant with a one percent (1%) equity
interest in the Employer whose annual compensation in any Plan Year
is One Hundred Fifty Thousand Dollars ($150,000) or more. The term
"key employee" as of any determination date shall be applied to any
Participant, former Participant or retired Participant (or his
spouse or Beneficiary) who was a "key employee" during the
Accounting Year (ending with the determination date) or in any of
the four (4) preceding Accounting Years.
50
SIGNATURES
IN WITNESS WHEREOF, the Sponsoring Employer has caused this
Restated Plan to be executed this day of , 1989,
but to be effective as of January 1, 1989.
ATTEST: (SEAL) LEGGETT & PLATT, INCORPORATED, the
Sponsoring Employer
By:
Secretary President
51
June 27, 1994
Leggett & Platt Incorporated
No. 1 Leggett Road
Carthage Mo 64836
Re: Leggett & Platt, Incorporated Restated
Stock Purchase/Stock Bonus Plan
1989 Flexible Stock Plan
Form S-8 Registration Statements
Our File #3-19-5; #3-13-9
Gentlemen:
As Assistant General Counsel, Managing Director of the Legal
Department, of Leggett & Platt, Incorporated, a Missouri
corporation (the "Company"), I have acted on its behalf in
connection with the preparation and filing with the Securities and
Exchange Commission of Registration Statements on Form S-8 (the
"Registration Statements"), under the Securities Act of 1933, as
amended, for 1,701,599 shares (the "Shares") of $.01 par value
Common Stock (the "Common Stock") of the Company to be issued in
accordance with the terms of the 1989 Flexible Stock Plan, and for
100,000 Shares of $.01 par value Common Stock of the Company to be
issued in accordance with the terms of the Restated Stock
Purchase/Stock Bonus Plan ( (collectively, the "Plans") of the
Company.
In this connection, I have examined and am familiar with the
following documents:
(i) Copy of the Restated Articles of Incorporation of the
Company;
(ii) Copy of the Bylaws of the Company, as amended to date;
(iii) Minutes of the meetings of the Board of Directors and
Shareholders of the Company relating to the adoption of
the Plan;
(iv) Copy of the Plans as amended through May 11, 1994;
(v) The Registration Statements and all exhibits thereto.
I have also examined such other documents as I have deemed
necessary to the expression of the opinion contained herein.
Leggett & Platt, Incorporated
Page 2
June 27, 1994
Based upon the foregoing, I am of the opinion that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state
of Missouri;
(ii) The Company has an authorized capitalization as set forth
in the Registration Statements;
(iii) The Plans have been duly created and adopted by the Board
of Directors of the Company and have been duly approved
by the Shareholders of the Company and are legal, valid
and binding obligations of the Company enforceable in
accordance with their terms;
(iv) The issuance of Shares pursuant to the Plans has been
duly and validly authorized by necessary corporate
action; and
(v) The Shares when issued in accordance with the terms of
the Plans will be validly issued, fully paid and
nonassessable.
I hereby consent to the use of my name in the Registration
Statements and the related Prospectuses and to the filing of a copy
of this opinion as Exhibit 5 to the Registration Statements.
Very truly yours,
LEGGETT & PLATT, INCORPORATED
Ernest C. Jett
Assistant General Counsel
Managing Director, Legal Department
ECJ/jmg
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 17,
1994, which appears on page 43 of the 1993 Annual Report to
Shareholders of Leggett & Platt, Incorporated's Annual Report on
Form 10-K for the year ended December 31, 1993. We also consent to
the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page 35 of such Annual Report
on Form 10-K.
PRICE WATERHOUSE
St. Louis, Missouri
June 27, 1994