Exhibit 10 (c)
SUPPLEMENTAL PENSION BENEFIT PLAN
(AS AMENDED AND RESTATED AS OF JANUARY 1, 1994)
SECTION 1. INTRODUCTION
1.1 Background. Caterpillar Inc. has amended the Retirement Income Plan
to limit the monthly amount payable to employees, retired employees and former
employees who are receiving pension benefits under that plan so that benefits
payable under that plan cannot exceed the maximum pension benefit limitations
imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code of 1986, as
amended (the "Code"). This Supplemental Pension Benefit Plan (the "Plan"), as
set forth in the succeeding Sections of this document, provides additional
pension benefits to persons hereinafter described who are eligible for benefits
under this Plan and supplements monthly amounts of retirement income payable
under such Retirement Income Plan.
1.2 Use of Terms. Certain terms, as used in this Plan, are defined in
Section 8 or elsewhere in this Plan, and are capitalized, and when so used shall
have the defined meanings given to them in this Plan.
SECTION 2. ELIGIBILITY
2.1 Eligibility for and Accrual of Benefits. The Plan, as set forth
below, applies only to persons who from time to time are receiving, are eligible
to receive or are accruing retirement income on or after the Effective Date
under the Retirement Income Plan. An employee shall accrue benefits under this
Plan in accordance with the provisions of subsections 3.1 and 3.2 hereof so long
as he remains covered under the Retirement Income Plan and 1) his compensation
exceeds the limitation imposed by Code Section 401(a)(17), as adjusted for
cost-of-living pursuant to that Section or 2) his benefits under that plan are
limited by Code Section 415, as adjusted for cost-of-living pursuant to that
Section.
SECTION 3. PAYMENT OF BENEFITS
3.1 Benefit Formula. A monthly supplemental pension benefit will be
payable under this Plan to an Eligible Person in each month equal to the excess
of (a) the amount of retirement income that would be payable to such person for
that month under the Retirement Income Plan but for the limitations contained in
subsections 4.6 and 4.8 of the Retirement Income Plan, as amended, over (b) the
amount actually paid to such person for that month under the Retirement Income
Plan.
3.2 Future Adjustments. Supplemental pension benefit amounts payable
under this Plan may be adjusted to take into account future amendments to the
Retirement Income Plan, increases in retirement income that are granted under
the Retirement Income Plan due to cost-of-living increases or other factors and
adjustments made by the Secretary of the Treasury (in regulations or otherwise)
to the limitations under Code Sections 401(a)(17) and 415 such that the total
amount payable to an Eligible Person under this Plan and the Retirement Income
Plan shall equal the monthly amount of retirement income that would be payable
under the Retirement Income Plan in the absence of subsections 4.6 and 4.8 of
the Retirement Income Plan.
3.3 Commencement of Benefits. Benefits shall commence under this Plan on
the first day of the month on or after the Effective Date that benefits become
payable to an Eligible Person in accordance with subsection 3.1 hereof and shall
continue thereafter so long as benefits are payable in accordance with
subsections 3.1 and 3.2 hereof.
SECTION 4. OPTIONAL RETIREMENT BENEFITS
If, in lieu of monthly normal retirement income payable under the
Retirement Income Plan, an Eligible Person receives optional retirement benefits
under that plan, then optional pension benefits (to the extent not otherwise
payable under the Retirement Income Plan because of the limitations contained in
subsections 4.6 and 4.8 thereof) will also be payable in the same form under
this Plan; except that the joint and survivor annuity described in subsection
6.3 of the Retirement Income Plan, as amended, shall be applicable solely to
benefits payable under that plan and shall not be available under this Plan.
SECTION 5. FINANCIAL PROVISIONS
No funding of benefits shall be required, and any benefits payable under
this Plan shall be payable by the Company.
SECTION 6. AMENDMENT AND TERMINATION
While the Company expects and intends to continue the Plan, it must
necessarily reserve the right to modify, amend or terminate the Plan in whole or
in part, at any time. Accordingly, the Company reserves the right to amend,
modify, suspend or terminate the plan, in whole or in part, at any time by
action of its Board of Directors; provided, however, that the Vice-President of
Human Services Division, acting together with the Chairman or Vice-Chairman of
the Board, may amend this Plan if such amendment does not involve an annual cost
to the employers under this Plan of more than $500,000 per year and if such
amendment does not change the duties and responsibilities of the committees and
persons designated to administer this Plan.
SECTION 7. MISCELLANEOUS PROVISIONS APPLICABLE TO THE PLAN
7.1 Vested Rights. Any Eligible Person who is fully vested in his
retirement income benefits under the Retirement Income Plan shall be fully
vested in his right to receive his accrued additional pension benefits under
this Plan upon his retirement under the Retirement Income Plan; and any such
pension benefits so vested and accrued shall be non-forfeitable.
7.2 Benefits Not Assignable. Except insofar as may be contrary to
federal law or to the laws of any state and jurisdiction in the premises and
except as further provided hereunder, benefits under the Plan are not in any way
subject to the debts or other obligations of the persons entitled to such
benefits, and may not be voluntarily or involuntarily sold, transferred or
assigned; except that
(a) any person who is entitled to benefits under this Plan may assign
his benefits hereunder to the Company for the sole purpose of repaying
(in whole or in part) the amount of any overpayment made under this
Plan;
(b) any person entitled to benefits under this Plan also may assign
any portion of such benefits otherwise due hereunder to any lawful
taxing authority for the purpose of payment of any taxes which are due
or may become due on account of such benefits; and
(c) any person entitled to benefits under this Plan may assign such
benefits to a bank for the purpose of depositing them in his or her
account in such bank, provided such assignment is pursuant to and in
accordance with a current applicable bank agreement between such
person and the bank and is filed with the Company.
Any assignment made in accordance with the foregoing, except one made
pursuant to paragraph (a) above, shall be revocable at any time by the person
who shall have authorized it, and any payment pursuant to any such assignment
will constitute a complete discharge of any liability under the Plan for payment
of such amount.
7.3 Plan Administered by Company. The Plan will be administered by the
Company, and the Company reserves the power to adopt such rules of procedure and
regulations, which shall be applied in a uniform and nondiscriminatory manner,
as it deems necessary to administer the Plan and to determine all questions
arising under the Plan; provided, however, that the Company, by resolution of
its Board of Directors, may designate any person, committee, board or similar
body to act as named fiduciary or fiduciaries under the Plan and allocate any
and all of its duties and responsibilities under the Plan to such named
fiduciary or fiduciaries. If the Board of Directors allocates any of its duties
and responsibilities under the Plan to a named fiduciary, such named fiduciary
shall be substituted for the Company wherever such term appears under the Plan
with respect to any duties and responsibilities so allocated. Such named
fiduciary or fiduciaries may designate other persons to carry out its fiduciary
responsibilities under the Plan.
7.4 Facility of Payment. If the Company shall receive evidence
satisfactory to it (1) that a payee entitled to receive any payment provided for
in the Plan is physically or mentally incompetent to receive such payment and to
give a valid release therefor, (2) that another person or an institution is then
maintaining or has custody of such payee, and (3) that no guardian, committee or
other representative of the estate of such payee shall have been duly appointed,
the Company, in its discretion, may make the payment to such other person or
institution and the release of such other person or institution shall be a valid
and complete discharge for the payment. In the absence of the appointment of a
legal guardian, any minor's share may be paid to such adult or adults as have,
in the opinion of the Company, assumed the custody and principal support of such
minor.
7.5 Company Action. Any action (to the extent not allocated under
subsection 7.3) required or permitted to be taken by the Company under the Plan
(other than to amend or terminate the Plan) may be taken by the Chairman or
Vice-Chairman of the Board or any Vice-President of the Company or any other
person designated by any or each of them. The Plan shall be amended or
terminated in accordance with the provisions of Section 6.
7.6 Small Payments. If the monthly amount of supplemental pension
benefits to which any person is entitled under the provisions of this Plan at
any time shall be less than twenty dollars ($20) per month but more than nine
dollars and ninety-nine cents ($9.99), pension payments may be made quarterly,
each such quarterly payment to be in an amount equal to the sum of the monthly
amounts that would otherwise have been payable during the same quarter, and to
be made on the first day of the third month of such quarter. If the monthly
benefits to which any person would otherwise be entitled under the plan at any
time shall be less than ten dollars ($10) per month, there may be paid to such
person, in lieu of monthly pension payments, a cash payment in an amount which
is the actuarial equivalent (as determined by the Actuary) of such monthly
pension benefits.
SECTION 8. DEFINITIONS
As used herein:
8.1 "Actuary" means an actuary selected by the Company who is not an
employee of the Company and who is a Fellow of the Society of
Actuaries, or a firm of actuaries selected by the Company, at least
one of the members or officers of which is a Fellow of the Society of
Actuaries.
8.2 "Company" means Caterpillar Tractor Co. or any successor to it by
merger, consolidation, reorganization or otherwise.
8.3 "Effective Date" means January 1, 1976.
8.4 "Eligible Person" means a person described in subsection 2.1 of the
Plan.
8.5 "Plan" when used without any modification or qualification thereof
means this Supplemental Pension Benefit Plan.
8.6 "Retirement Income Plan" means the Retirement Income Plan which has
been adopted by Caterpillar Tractor Co. and certain of its
subsidiaries.