Crown Central Petroleum Corporation
Crown Central Petroleum Corporation
Crown Central Petroleum Corporation
Bylaws
Bylaws
Bylaws
Adopted February 29, 1996
Table of Contents
Article I
____________
Stockholders
78
Section 1.1 Meetings of Stockholders 1
Section 1.2 Annual Meeting 1
Section 1.3 Special Meeting Called by Corporation 2
Section 1.4 Special Meeting Called by Stockholders 2
Section 1.5 Record Date 3
Section 1.6 Quorum 3
Section 1.7 Proxies 4
Section 1.8 Ballot Vote 4
Section 1.9 Inspection of Books 4
Article II
___________________
Stock and Dividends
Section 2.1 Certificates of Stock 4
Section 2.2 Transfers of Stock 4
Section 2.3 Registered Stockholders 4
Section 2.4 Lost Certificates 4
Section 2.5 Dividends 5
Article III
_________
Directors
Section 3.1 Board of Directors 5
Section 3.2 Number of Directors 5
Section 3.3 Eligibility; Nomination Procedures 5
Section 3.4 Vacancies 6
Section 3.5 Place and Time of Meeting 6
Section 3.6 Annual Meeting 6
Section 3.7 Calling of Meeting 6
Section 3.8 Notice of Meeting. 6
Section 3.9 Quorum 7
Section 3.10 Compensation of Directors 7
Article IV
______________________________
Executive and Other Committees
Section 4.1 Executive Committee 7
Section 4.2 Other Committees 7
Section 4.3 Procedures Applicable to Committees 7
Page (i)
Article V
________
Officers
Section 5.1 Appointment and Removal of Officers 8
Section 5.2 Chairman of the Board 8
Section 5.3 Vice Chairman of the Board 8
Section 5.4 President 9
Section 5.5 Vice Presidents 9
79
Section 5.6 Secretary 9
Section 5.7 Treasurer 9
Section 5.8 Controller 10
Section 5.9 Assistant Officers 10
Section 5.10 Vacancies 10
Section 5.11 Duties of Officers May Be Delegated 10
Article VI
___________________________________
Indemnity of Directors and Officers
Section 6.1 Indemnity 10
Section 6.2 Advancement of Expenses 11
Section 6.3 Services in Other Capacities 11
Section 6.4 Rights not Exclusive 11
Article VII
______________________________
Certain Administrative Matters
Section 7.1 Checks 12
Section 7.2 Fiscal Year 12
Section 7.3 Annual Statements 12
Section 7.4 Amendment to Bylaws 12
Section 7.5 Offices 12
Section 7.6 Seal 12
Page (ii)
Crown Central Petroleum Corporation
Crown Central Petroleum Corporation
Crown Central Petroleum Corporation
Bylaws
Bylaws
Bylaws
Article I
Article I
Article I
____________
Stockholders
____________
Stockholders
____________
Stockholders
Section 1.1
Section 1.1
Section 1.1 ________
Meetings
________
Meetings
________
Meetings
________________
of Stockholders.
________________
of Stockholders.
________________
of Stockholders. All meetings
of the stockholders shall be
at the office of the
Corporation in Baltimore,
Maryland, or at such other
place within the United States
as the Board of Directors may
designate.
Section 1.2
Section 1.2
Section 1.2____
____
____
______
Annual
______
Annual
______
Annual
________
Meeting.
________
Meeting.
________
Meeting.
(a) The annual
meeting of stockholders shall
be held at two o'clock p.m. on
a business day during the
80
thirty (30) day period
commencing on the fourth
Thursday of April. At each
annual meeting of
stockholders, only such
business shall be conducted as
is proper to consider and has
been brought before the
meeting (i) pursuant to the
Corporation's notice of the
meeting, (ii) by or at the
direction of the Board of
Directors, or (iii) by a
stockholder who is a
stockholder of record of a
class of shares entitled to
vote on the business such
stockholder is proposing both
at the time of the giving of
the stockholder's notice
hereinafter described in this
Section 1.2 and on the record
date for such annual meeting,
and who complies with the
notice procedures set forth in
this Section 1.2. Written
notice of each annual meeting
shall be given to each
stockholder by leaving the
same with the stockholder, or
at the stockholder's residence
or usual place of business, or
by mailing it postage prepaid
and addressed to the
stockholder at his or her
address as it appears upon the
books of the Corporation, at
least ten days prior to the
meeting.
(b) In order to
bring before an annual meeting
of stockholders any business
which may properly be
considered, a stockholder who
meets the requirements set
forth in the preceding
paragraph must give the
Corporation timely written
notice which complies with
Section 1.2(c) of these
bylaws. To be timely, a
stockholder's notice must be
given, by certified United
States mail, with postage
thereon prepaid and with
return receipt requested,
addressed to the Secretary at
the principal office of the
Corporation. Any such notice
81
must be received at the
Corporation's principal office
not less than 120 calendar
days in advance of the
anniversary of the date on
which the Corporation's proxy
statement was released to its
stockholders in connection
with the previous year's
annual meeting of
stockholders, unless the date
of the meeting to which such
notice relates has been
changed by more than 30 days
from the date contemplated at
the time of the previous
year's proxy statement, in
which case any such notice
must be received not less than
60 days before the date
established for the meeting.
-1-
(c) Each such
stockholder's notice shall set
forth as to each matter the
stockholder proposes to bring
before the annual meeting: (i)
the name and address, as they
appear on the Corporation's
stock transfer books, of the
stockholder proposing
business; (ii) the class and
number of shares of stock of
the Corporation beneficially
owned by such stockholder;
(iii) a representation that
such stockholder is a
stockholder of record at the
time of the giving of the
notice and intends to appear
in person or by proxy at the
meeting to present the
business specified in the
notice; (iv) a brief
description of the business
desired to be brought before
the meeting, including the
complete text of any
resolutions to be presented
and the reasons for wanting to
conduct such business; and (v)
any interest which the
stockholder may have in such
business.
(d) The Secretary or
Assistant Secretary shall
82
deliver each stockholder's
notice that has been timely
received to the Chairman and
to the President for review.
(e) Notwithstanding
the foregoing provisions of
this Section 1.2, a
stockholder seeking to have a
proposal included in the
Corporation's proxy statement
for an annual meeting of
stockholders shall comply with
the requirements of Regulation
14A under the Securities
Exchange Act of 1934, as
amended from time to time, or
with any successor regulation.
Section 1.3
Section 1.3
Section 1.3____
____
____
_______
Special
_______
Special
_______
Special
______________________________
Meeting Called by Corporation.
______________________________
Meeting Called by Corporation.
______________________________
Meeting Called by Corporation.
At any time in the interval
between regular meetings,
special meetings of the
stockholders may be called by
the Chairman of the Board, the
Vice Chairman of the Board,
the President, or by a
majority of the Board of
Directors, stating the place,
day, and hour of such special
meeting, and the business
proposed to be transacted
thereat. Such notice shall be
given to each stockholder
entitled to vote thereat by
leaving the same with the
stockholder, or at the
stockholder's residence or
usual place of business, or by
mailing it postage prepaid and
addressed to the stockholder
at his or her address as it
appears upon the books of the
Corporation. No business
shall be transacted at such
meetings except for the
business set forth in the
notice.
Section 1.4
Section 1.4
Section 1.4____
____
____
_______
Special
_______
Special
_______
Special
_________________
Meeting Called by
_________________
Meeting Called by
_________________
Meeting Called by
_____________
Stockholders.
_____________
Stockholders.
_____________
Stockholders.
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(a) A special
meeting may also be called by
stockholders entitled to cast
twenty-five percent (25%) of
all votes entitled to be cast
at the meeting, upon the
request in writing signed by
such stockholders and
delivered to the Chairman of
the Board, the Vice Chairman
of the Board, the President,
or the Secretary. Such
request shall set forth: (i)
the names and addresses, as
they appear on the
Corporation's stock transfer
books, of the stockholders
making the request; (ii) the
class and number of shares of
stock of the Corporation
beneficially owned by such
stockholders; (iii) a
representation that such
stockholders are stockholders
of record at the record date
for determining whether the
requisite number of
stockholders have signed and
delivered the written request
demanding a special meeting of
stockholders and a
representation as to the date
on which the first such
stockholder signed such
request; (iv) a representation
that each such stockholder
intends to appear in person or
by proxy at the meeting to
present the business specified
in the notice; (v) as to each
matter or business the
requesting stockholders
propose to bring before the
special meeting, a brief
description of the matter or
business including the
complete text of any
resolutions to be presented
and the reasons for wanting to
conduct such business; and
(iv) any interest which any of
the requesting stockholders
may have in such business.
(b) The record date
for determining whether the
requisite number of
stockholders have signed and
delivered the written request
demanding a special meeting of
84
stockholders is the date the
first such stockholder signs
such request.
-2-
(c) A special
meeting may not be called to
consider any matter which is
substantially the same as a
matter voted on at any special
meeting of the stockholders
held during the preceding
twelve (12) months, unless the
meeting is requested by
stockholders entitled to cast
a majority of all of the votes
entitled to be cast at the
meeting. The twelve month
period shall be determined
from the date of the previous
special meeting to the date of
the stockholder request.
(d) The Secretary or
Assistant Secretary shall
inform the stockholders who
make the request of the
reasonably estimated cost of
preparing and mailing a notice
of the meeting, and only upon
payment of these costs to the
Corporation, notify each
stockholder entitled to notice
of the meeting. If the
officer of the Corporation to
whom such request in writing
shall have been delivered
pursuant to Section 1.4(a)
shall fail to issue a call for
such meeting within ten (10)
business days after payment to
the Corporation of the
reasonably estimated cost of
preparing and mailing a notice
of the meeting, then the
stockholders who made the
request may do so by giving
fifteen (15) business days'
notice of the time, place and
object of the meeting by
advertisement inserted in a
daily newspaper of general
circulation in the City of
Baltimore, Maryland.
(e) Only business
within the purpose or purposes
85
described in the notice for a
special meeting of
stockholders may be conducted
at the meeting.
Section 1.5
Section 1.5
Section 1.5____
____
____
______
Record
______
Record
______
Record
_____
Date.
_____
Date.
_____
Date.
(a) The Board of
Directors shall fix, in
advance, a record date to make
a determination of
stockholders for an annual
meeting, or for any special
meeting, such date to be not
more than ninety (90) nor less
than ten (10) days before the
meeting or action requiring a
determination of stockholders.
If no such record date is set
the record date shall be the
close of business on the day
before the date on which the
first notice is given.
(b) When a
determination of stockholders
entitled to notice of or to
vote at any meeting of
stockholders has been made,
such determination shall be
effective for any adjournment
of the meeting unless the
Board of Directors fixes a new
record date, which it shall do
if the meeting is adjourned to
a date more than ninety (90)
days after the date fixed for
the original meeting.
Section 1.6
Section 1.6
Section 1.6____
____
____
_______
Quorum.
_______
Quorum.
_______
Quorum.
The presence in person or by
proxy of stockholders entitled
to cast a majority of all
votes entitled to be cast at
the meeting shall be requisite
and shall constitute a quorum
for the transaction of
business at all meetings of
the stockholders except as
otherwise provided by law or
by the charter. If at any
annual or special meeting of
stockholders a quorum shall
fail to attend, a majority in
interest attending in person
or by proxy shall have power
86
to adjourn the meeting from
time to time without notice
other than announcement at the
meeting until the requisite
amount of voting stock shall
be present. At any such
adjourned meeting, at which
the requisite amount of voting
stock shall be present in
person or by proxy, any
business may be transacted
which might have been
transacted at the meeting
originally called, had the
same been held at the time so
called.
-3-
Section 1.7
Section 1.7
Section 1.7 ___
___
___
________
Proxies.
________
Proxies.
________
Proxies.
At any meeting stockholders
may vote either in person or
by proxy. Such proxy shall be
in writing and dated, but no
proxy which is dated more than
three (3) months before the
meeting at which it is offered
shall be accepted unless such
proxy shall, on its face, name
a longer period for which it
is to remain in force.
Section 1.8
Section 1.8
Section 1.8____
____
____
_______
Vote by
_______
Vote by
_______
Vote by
_______
Ballot.
_______
Ballot.
_______
Ballot. The vote for
Directors, and, upon demand of
any stockholder, the vote upon
any question before the
meeting, shall be by ballot.
Section 1.9
Section 1.9
Section 1.9 ___
___
___
__________
Inspection
__________
Inspection
__________
Inspection
_________
of Books.
_________
of Books.
_________
of Books. Except as otherwise
provided by statute the Board
of Directors shall determine
from time to time whether, and
if allowed, when and under
what conditions and
regulations the accounts and
books of the Corporation or
any of them shall be open to
inspection of the
stockholders, and the
stockholders' rights in this
respect are and shall be
87
restricted and limited
accordingly.
Article II
Article II
Article II
___________________
Stock and Dividends
___________________
Stock and Dividends
___________________
Stock and Dividends
Section 2.1
Section 2.1
Section 2.1
_____
_____
_____
______________________
Certificates of Stock.
______________________
Certificates of Stock.
______________________
Certificates of Stock.
Each stockholder shall be
entitled to a certificate of
stock of the Corporation which
shall be signed by the
Chairman of the Board,
President or a Vice President
and by the Secretary or an
Assistant Secretary, or the
Treasurer or an Assistant
Treasurer of the Corporation,
and sealed with its seal;
which shall exhibit the
holder's name and certify the
number of shares owned by the
stockholder. A certificate
shall be deemed to be so
signed and sealed whether the
signatures be manual or
facsimile signatures and
whether the seal be a
facsimile seal or any other
form of seal. Each
certificate shall be counter-
signed by the transfer agent
and registered by the
Registrar duly appointed by
the Board of Directors of the
Corporation, the Board of
Directors being hereby given
the power and authority to
appoint one or more Transfer
Agents and one or more
Registrars.
Section 2.2
Section 2.2
Section 2.2 ___
___
___
_________
Transfers
_________
Transfers
_________
Transfers
_________
of Stock.
_________
of Stock.
_________
of Stock. Transfers of stock
shall be made on the books of
the Corporation only by the
person named in the
certificate, or by his or her
attorney, lawfully constituted
in writing, upon surrender and
cancellation of certificates
for a like number of share.
88
Section 2.3
Section 2.3
Section 2.3____
____
____
__________
Registered
__________
Registered
__________
Registered
_____________
Stockholders.
_____________
Stockholders.
_____________
Stockholders. The Corporation
shall be entitled to recognize
the exclusive right of a
person registered on its books
as the owner of shares to
receive dividends and to vote
as such owner, and for any
other purpose, and shall not
be bound to recognize any
equitable or other claim to or
interest in such shares on the
part of any other person,
whether or not it shall have
express or other notice
thereof, save as expressly
provided for by the laws of
Maryland.
Section 2.4
Section 2.4
Section 2.4 ___
___
___
____
Lost
____
Lost
____
Lost
_____________
Certificates.
_____________
Certificates.
_____________
Certificates. Any person
claiming a certificate of
stock to be lost, stolen,
destroyed, or mutilated shall
make an affidavit or
affirmation to that fact and
advertise the same in such
manner as the Board of
Directors may require, and
shall, if the Directors so
require, give the Corporation
a bond of indemnity in form
and with one or more sureties
satisfactory to the Board in
at least double the value of
the stock represented by said
certificate, whereupon a new
certificate may be issued of
the same tenor and for the
same number of shares as the
one alleged to be lost,
stolen, destroyed or
mutilated.
-4-
Section 2.5
Section 2.5
Section 2.5____
____
____
__________
Dividends.
__________
Dividends.
__________
Dividends.
Dividends upon the capital
stock of the Corporation when
earned may be declared by the
Board of Directors at any
regular or special meeting.
The Board of Directors shall
89
have power from time to time
to fix and determine and to
vary the amount of working
capital of the Corporation,
and to direct and determine
the use and disposition of any
surplus or net profits; and
the amount of the surplus and
the net profits of the
Corporation to be reserved
before the payment of any
dividend shall rest wholly in
the discretion of the Board of
Directors.
Article III
Article III
Article III
_________
Directors
_________
Directors
_________
Directors
Section 3.1
Section 3.1
Section 3.1 ___
___
___
________
Board of
________
Board of
________
Board of
__________
Directors.
__________
Directors.
__________
Directors. The business and
affairs of this Corporation
shall be managed under the
direction of the Board of
Directors, and all of the
powers of the Corporation,
except such as are by law, or
by the charter, or by these
bylaws conferred upon or
reserved to the stockholders
may be exercised by the Board
of Directors.
Section 3.2
Section 3.2
Section 3.2____
____
____
_________
Number of
_________
Number of
_________
Number of
__________
Directors.
__________
Directors.
__________
Directors. The Board of
Directors shall consist of ten
(10) persons which number from
time to time may be increased
to not greater than twenty or
decreased to not less than
three by vote of a majority of
the entire Board of Directors.
Each Director shall hold
office until his or her death,
resignation, or removal or
until his or her successor is
elected and qualified.
Section 3.3
Section 3.3
Section 3.3
_____
_____
_____
_______________________
Eligibility; Nomination
_______________________
Eligibility; Nomination
_______________________
Eligibility; Nomination
___________
Procedures.
___________
Procedures.
___________
Procedures.
(a) No person shall
be eligible for election as a
90
Director at a meeting of
stockholders unless nominated
(i) by the Board of Directors
or (ii) by a stockholder who
is a stockholder of record of
a class of shares entitled to
vote for the election of
Directors, both at the time of
the giving of the
stockholder's notice described
in this Section 3.3 and on the
record date for the meeting at
which Directors will be
elected, and who complies with
the notice procedures set
forth in this Section 3.3.
(b) In order to
nominate any persons, a
stockholder who meets the
requirements set forth in the
preceding paragraph must give
the Corporation timely written
notice. To be timely, a
stockholder's notice must be
given either by personal
delivery to the Secretary at
the principal office of the
Corporation or by first class
United States mail, with
postage thereon prepaid,
addressed to the Secretary at
the principal office of the
Corporation. Any such notice
must be received, in the case
of an annual meeting of
stockholders, on or after
January 1st and before
February 1st of the year in
which the meeting will be held
if the meeting is to be an
annual meeting held within the
period specified for the
annual meeting by Section 1.2,
unless the annual meeting has
not been held within such
period, in which case any such
notice must be received not
less than sixty (60) days
before the date established
for the annual meeting. In
the case of a special meeting
of stockholders, any such
notice must be received not
later than the close of
business on the tenth (10th)
day following the day on which
notice of the special meeting
of stockholders called for the
purpose of electing Directors
91
is first given to
stockholders.
-5-
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(c) Each such
stockholder's notice shall set
forth the following: (i) as
to the stockholder giving the
notice, (1) the name and
address of such stockholder as
they appear on the
Corporation's stock transfer
books, (2) the class and
number of shares of stock of
the Corporation beneficially
owned by such stockholder, (3)
a representation that such
stockholder is a stockholder
of record at the time of
giving the notice and intends
to appear in person or by
proxy at the meeting to
nominate the person or persons
specified in the notice, and
(4) a description of all
arrangements or
understandings, if any,
between such stockholder and
each nominee and any other
person or persons (naming such
person or persons) pursuant to
which the nomination or
nominations are to be made;
and (ii) as to each person
whom the stockholder wishes to
nominate for election as a
Director, (1) the name, age,
business address and residence
address of such person, (2)
the principal occupation or
employment of such person, (3)
the class and number of shares
of stock of the Corporation
which are beneficially owned
by such person, and (4) all
other information that is
required to be disclosed about
nominees for election as
Directors in solicitations of
proxies for the election of
Directors under the rules and
regulations of the Securities
and Exchange Commission. In
addition, each such notice
shall be accompanied by the
written consent of each
proposed nominee to serve as a
Director if elected and such
consent shall contain a
statement from the proposed
nominee to the effect that the
information about the nominee
contained in the notice is
correct.
93
Section 3.4
Section 3.4
Section 3.4 ___
___
___
__________
Vacancies.
__________
Vacancies.
__________
Vacancies.
Whenever there is a vacancy
on the Board of Directors
(other than a vacancy
resulting from the removal of
a Director by vote of the
stockholders which vacancy is
immediately thereafter filled
by the stockholders), then the
vacancy shall be filled by a
majority of the remaining
Directors elected by the
stockholders of the class or
series entitled to fill such
vacancy or by the sole
remaining Director elected by
that class or series if there
is only one such Director.
Section 3.5
Section 3.5
Section 3.5____
____
____
_________
Place and
_________
Place and
_________
Place and
_______________
Time of Meeting
_______________
Time of Meeting
_______________
Time of Meeting Meetings of
the Board of Directors may be
held within, or without the
State of Maryland, as the
Board may from time to time
determine. The time and place
of meetings may be fixed by
the party or parties making
the call.
Section 3.6
Section 3.6
Section 3.6____
____
____
______
Annual
______
Annual
______
Annual
________
Meeting.
________
Meeting.
________
Meeting. The Board of
Directors shall meet for the
purpose of organization and
the transaction of other
business immediately following
the annual meeting of
stockholders at which the
Board was elected. Such
meeting shall be held at the
principal office of the
Corporation in the State of
Maryland, or at such other
place within the United States
as the Board of Directors may
have designated for the
immediately preceding annual
meeting of stockholders, or as
may be designated by the
consent in writing of all of
the Directors. No notice of
such meeting shall be
necessary.
94
Section 3.7
Section 3.7
Section 3.7____
____
____
__________
Calling of
__________
Calling of
__________
Calling of
_______
Meeting
_______
Meeting
_______
Meeting Meetings of the Board
of Directors may be called by
the Chairman of the Board, the
Vice Chairman of the Board,
the President, or a majority
of the Board. At least
twenty-four (24) hours' notice
shall be given of all meetings
of the Board; with the consent
of the majority of the
Directors, a shorter notice
may be given.
Section 3.8
Section 3.8
Section 3.8____
____
____
_________
Notice of
_________
Notice of
_________
Notice of
________
Meeting.
________
Meeting.
________
Meeting. Notices of all
meetings of Directors may be
left at their usual places of
business, or may be sent by
mail or electronic means, and
such notices by mail or
electronic means shall be
deemed to have been given when
sent or mailed at Baltimore.
-6-
Section 3.9
Section 3.9
Section 3.9____
____
____
_______
Quorum.
_______
Quorum.
_______
Quorum.
At all meetings of the Board,
a majority of the entire Board
of Directors shall be
necessary and sufficient to
constitute a quorum for the
transaction of business,
except that a lesser number
may adjourn any meeting from
time to time.
Section 3.10
Section 3.10
Section 3.10
_____
_____
_____
_______________
Compensation of
_______________
Compensation of
_______________
Compensation of
__________
Directors.
__________
Directors.
__________
Directors.
(a) By resolution of
the Board all Directors, other
than salaried officers of the
Corporation or a subsidiary of
the Corporation, may be
allowed a fixed sum and
expenses of attendance, if
any, for attendance at each
meeting of the Board and in
95
addition may be allowed for
their services as Directors
such annual or other
compensation as may be fixed
by resolution of the Board
from time to time. The
preceding provisions shall not
be construed to preclude any
Directors, including salaried
officers, from serving the
Corporation in any other
capacity, including service as
a member of a standing or
special committee, and
receiving compensation
therefor or to preclude
reimbursement of salaried
officers who are Directors for
expenses of attendance at
meetings of the Board.
(b) For their
services as members of special
and standing committees,
Directors may be allowed such
annual or other compensation
as may be fixed by resolution
of the Board of Directors from
time to time.
Article IV
Article IV
Article IV
______________________________
Executive and Other Committees
______________________________
Executive and Other Committees
______________________________
Executive and Other Committees
Section 4.1
Section 4.1
Section 4.1____
____
____
_________
Executive
_________
Executive
_________
Executive
__________
Committee.
__________
Committee.
__________
Committee. There may be an
executive committee of three
or more Directors designated
by resolution passed by a
majority of the whole Board.
Said committee may meet at
stated times, or on notice to
all by any of their own
number. During the intervals
between meetings of the Board,
such committee shall advise
with and aid the officers of
the Corporation in all matters
concerning its interests and
the management of its
business, and generally
perform such duties and
exercise such powers as may be
directed or delegated by the
Board of Directors from time
to time. To such Committee
may be delegated any or all of
the powers of the Board of
96
Directors in the management of
the business and affairs of
the Corporation while the
Board is not in session,
excepting such powers as the
Board of Directors by statute
may not delegate.
Section 4.2
Section 4.2
Section 4.2 ___
___
___
_____
Other
_____
Other
_____
Other
___________
Committees.
___________
Committees.
___________
Committees. There may be such
other standing and special
committees as may be
established from time to time
by resolution passed by a
majority of the whole Board of
Directors. Such committees
shall be composed of such
Directors as may be designated
by the Board of Directors and
shall perform such duties and
exercise such powers as may be
directed by the Board of
Directors.
Section 4.3
Section 4.3
Section 4.3____
____
____
__________
Procedures
__________
Procedures
__________
Procedures
_________________________
Applicable to Committees.
_________________________
Applicable to Committees.
_________________________
Applicable to Committees. The
provisions of these bylaws
which govern meetings, notice
and waiver of notice, and
quorum and voting requirements
of the Board shall apply to
committees of Directors and
their members as well.
Vacancies in the membership of
any committee shall be filled
by the Board of Directors at
any meeting thereof. In the
absence of a member or members
of a committee, the members
thereof present at any meeting
(whether or not they
constitute a quorum) may
appoint a member or members of
the Board of Directors to act
in the place or places of such
absent member or members.
Committees shall keep regular
minutes of their proceedings,
and report the same to the
Board when required.
-7-
Article V
Article V
Article V
97
________
Officers
________
Officers
________
Officers
Section 5.1
Section 5.1
Section 5.1
_____
_____
_____
_______________________
Appointment and Removal
_______________________
Appointment and Removal
_______________________
Appointment and Removal
____________
of Officers.
____________
of Officers.
____________
of Officers.
(a) The officers of
the Corporation shall be
chosen by the Board of
Directors at its first meeting
after each annual meeting of
stockholders; and shall
consist of a Chairman of the
Board of Directors, a
President, one or more Vice
Presidents, a Secretary, a
Treasurer, a Controller, an
Assistant Secretary, an
Assistant Treasurer, and
whenever deemed advisable by
the Board of Directors, a Vice
Chairman of the Board and one
or more additional Vice
Presidents (including, without
limitation, one or more
Executive, Group, and Senior
Vice Presidents), Assistant
Vice Presidents, Assistant
Secretaries, or Assistant
Treasurers. Any two of the
offices hereinbefore mentioned
except those of President and
Vice President, may be held by
the same person.
(b) The Board may
appoint such other officers
and agents as it shall deem
necessary, who shall hold
their offices for such terms,
and shall exercise such powers
and perform such duties as
shall be determined from time
to time by the Board. The
salaries of all officers of
the Corporation shall be fixed
by the Board of Directors or
by any committee or superior
officer upon whom such power
may be conferred from time to
time by the Board of
Directors.
(c) The officers of
the Corporation shall hold
office until their successors
are chosen and qualified.
98
(d) Any officer or
employee of the Corporation
may be removed at any time
with or without cause, by the
affirmative vote of a majority
of the whole Board of
Directors, or by any committee
or superior officer upon whom
such power of removal may be
conferred by the Board of
Directors, and such action
shall be conclusive on the
officer or employee so
removed.
Section 5.2
Section 5.2
Section 5.2____
____
____
________
Chairman
________
Chairman
________
Chairman
_____________
of the Board.
_____________
of the Board.
_____________
of the Board. The Chairman of
the Board shall be the chief
executive officer of the
Corporation. The Chairman of
the Board shall preside at all
meetings of the stockholders
and Directors and shall
exercise, subject to control
of the Board of Directors,
such general supervision over
the affairs of the Corporation
and its employees as may be
appropriate to carry out the
policies of the Corporation.
The Chairman of the Board
shall have such other
functions as may be determined
by the Board of Directors.
99
Section 5.3
Section 5.3
Section 5.3____
____
____
____
Vice
____
Vice
____
Vice
______________________
Chairman of the Board.
______________________
Chairman of the Board.
______________________
Chairman of the Board. The
Vice Chairman of the Board, if
elected, shall be the chief
administrative officer of the
Corporation, and, subject to
control of the Board of
Directors and the general
supervision of the Chairman of
the Board, shall, in
cooperation with the
President, be responsible for
the administration of the
Corporation's activities. The
Vice Chairman of the Board
shall preside at all meetings
of the stockholders and
Directors at which the
Chairman of the Board is not
present. The Vice Chairman of
the Board shall have such
other functions as may be
determined by the Board of
Directors.
-8-
Section 5.4
Section 5.4
Section 5.4____
____
____
__________
President.
__________
President.
__________
President.
The President shall be the
chief operating officer of the
Corporation and, subject to
control of the Board of
Directors and the general
supervision of the Chairman of
the Board, shall have general
and active management of the
Corporation's operations. The
President shall have all of
the powers and perform all of
the duties of the Chairman of
the Board in case of his or
her absence or inability to
act, or if a Chairman of the
Board has not been elected,
other than presiding at
meetings of the stockholders
and Directors at which the
Vice Chairman of the Board, if
elected, shall preside. The
President shall also have all
of the powers and perform all
of the duties of the Vice
Chairman of the Board in case
of his or her absence or
inability to act, or if a Vice
100
Chairman of the Board is not
elected, other than such
powers and duties as the
Chairman of the Board shall
either elect to exercise and
perform or to delegate to
another officer. The
President shall perform such
other duties as may be
determined by the Board of
Directors.
Section 5.5
Section 5.5
Section 5.5____
____
____
____
Vice
____
Vice
____
Vice
___________
Presidents.
___________
Presidents.
___________
Presidents. The Vice
Presidents shall perform such
duties as the Chairman of the
Board, Vice Chairman of the
Board, President, or Board of
Directors shall from time to
time prescribe. In the order
of seniority prescribed, the
most senior Vice President
shall, in the absence or
inability of the President to
act, perform the duties and
exercise the powers of the
President. The order of
seniority of Vice Presidents
shall be prescribed from time
to time by the Board of
Directors or, in the absence
of prescription by the Board
of Directors, by the Chairman
of the Board.
Section 5.6
Section 5.6
Section 5.6____
____
____
__________
Secretary.
__________
Secretary.
__________
Secretary.
The Secretary shall attend
all sessions of the Board and
all meetings of the
stockholders and record all
votes and the minutes of all
proceedings in a book to be
kept for that purpose; and
shall perform like duties for
the standing committees when
required. The Secretary shall
give, or cause to be given,
notice of all meetings of the
stockholders and of the Board
of Directors; shall have
custody of the seal of the
Corporation and whenever
authorized by the Board shall
affix the seal to any
instrument requiring the same;
and shall perform such other
duties and have custody of
101
such other books and papers as
may from time to time be
prescribed by the Board of
Directors, the Chairman of the
Board, the Vice Chairman of
the Board, or the President.
Section 5.7
Section 5.7
Section 5.7____
____
____
__________
Treasurer.
__________
Treasurer.
__________
Treasurer.
The Treasurer shall be the
chief financial officer of the
Corporation, unless the Board
of Directors shall designate a
Vice President as such
officer, and have the custody
of the corporate funds and
securities and shall deposit
all moneys and other valuable
effects in the name and to the
credit of the Corporation in
such depositories as may be
authorized by the Board of
Directors. The Treasurer
shall disburse the funds of
the Corporation as may be
ordered by the Board, taking
proper vouchers for such
disbursements, and shall
render to the Chairman of the
Board, the Vice Chairman of
the Board, the President and
the Board of Directors,
whenever they may respectively
require it, an account of all
his or her transactions as
Treasurer and of the financial
condition of the Corporation.
The Treasurer shall give the
Corporation a bond if required
by the Board of Directors in
the sum, and with one or more
sureties satisfactory to the
Board, for the faithful
performance of the duties of
his or her office, and for the
restoration to the Corporation
in case of his or her death,
resignation, retirement, or
removal from office, of all
books, papers, vouchers,
moneys, and other property of
whatever kind in his or her
possession or under his or her
control belonging to the
Corporation. If a Controller
has not been elected, the
Treasurer shall also have all
of the powers and perform all
of the duties of that office.
The Treasurer shall perform
102
such other duties as the
Chairman of the Board, Vice
Chairman of the Board,
President, or Board of
Directors may from time to
time prescribe.
-9-
Section 5.8
Section 5.8
Section 5.8
_____
_____
_____
___________
Controller.
___________
Controller.
___________
Controller. The
Controller shall be the chief
accounting officer of the
Corporation. The Controller
shall see that adequate and
correct records of all assets,
liabilities and transactions
of the Corporation and its
subsidiaries are maintained;
that efficient procedures and
systems are installed and
followed; that adequate audits
are currently and regularly
made; and, in conjunction with
other officers, that measures
and procedures are initiated
and followed whereby the
business of the Corporation
and its subsidiaries shall be
conducted with maximum effi-
ciency and economy. The
Controller shall perform such
other duties as may be
assigned to him or her from
time to time by the Chairman
of the Board, Vice Chairman of
the Board, President, or Board
of Directors.
Section 5.9
Section 5.9
Section 5.9____
____
____
_________
Assistant
_________
Assistant
_________
Assistant
_________
Officers.
_________
Officers.
_________
Officers. Each Assistant Vice
President, each Assistant
Secretary, and each Assistant
Treasurer shall have the usual
powers and duties pertaining
to his or her office, together
with such other powers and
duties as may be assigned to
him or her by the Chairman of
the Board, Vice Chairman of
the Board, President, or the
Board of Directors.
103
Section 5.10
Section 5.10
Section 5.10___
___
___
__________
Vacancies.
__________
Vacancies.
__________
Vacancies.
If the office of any officer
or agent becomes vacant by
reason of death, resignation,
retirement, disqualification,
removal from office, or
otherwise, the Directors then
in office, although less than
a quorum, by a majority vote,
may choose a successor or
successors, who shall hold
office for the unexpired term
in respect of which said
vacancy occurred.
Section 5.11
Section 5.11
Section 5.11___
___
___
_________
Duties of
_________
Duties of
_________
Duties of
__________________________
Officers May Be Delegated.
__________________________
Officers May Be Delegated.
__________________________
Officers May Be Delegated. In
case of the absence of any
Officer of the Corporation, or
for any other reason that the
Board of Directors may deem
sufficient, the Board may
delegate, for the time being,
the powers or duties, or any
of them of such officer to any
other officer, or to any
Director, providing a majority
of the entire Board concur
therein.
Article VI
Article VI
Article VI
104
__________________________
Indemnity of Directors and
__________________________
Indemnity of Directors and
__________________________
Indemnity of Directors and
________
Officers
________
Officers
________
Officers
105
Section 6.1`
Section 6.1`
Section 6.1`___
___
___
__________
Indemnity.
__________
Indemnity.
__________
Indemnity.
Each person who is now, or
who shall hereafter become, a
Director, officer, employee or
agent of the Corporation,
whether or not serving in one
or more of such capacities at
the time indemnification is
sought or paid, and who is
made a party defendant to any
proceeding by reason of
service in any one or more of
such capacities shall be
indemnified in the manner and
to the maximum extent
authorized by law against
judgments, penalties, fines,
settlements (approved by the
Corporation) and reasonable
expenses actually incurred in
connection with such
proceeding unless it is proved
that the act or omission of
such person was material to
the cause of action
adjudicated in the proceeding
or, in the case of a
settlement, to be adjudicated
in the proceeding, and that
(a) such act or omission (i)
was committed in bad faith or
(ii) was the result of active
and deliberate dishonesty or
(b) such person actually
received an improper personal
benefit in money, property or
services or (c) in the case of
any criminal proceeding, such
person had reasonable cause to
believe the act or omission
was unlawful. Such
indemnification shall not be
made unless authorized for a
specific proceeding after a
determination in accordance
with Maryland law that the
Director, officer, employee or
agent has met the standard of
conduct set forth in this
paragraph. Additionally, any
such person who was not a
Director or officer of the
Corporation at the time of the
commission of the act or the
omission to act which is a
subject of such proceeding may
be indemnified to such further
extent, if any, consistent
with law, as may be provided
106
in any contract between the
Corporation and such person
and may be indemnified, but
shall not be entitled to be
indemnified, to such further
extent, if any, consistent
with law, as may be
authorized, prospectively or
retroactively, by the Board of
Directors, the Chairman of the
Board, the President or any
other officer to whom such
authority is delegated by the
Board of Directors, the
Chairman of the Board or the
President.
-10-
Section 6.2
Section 6.2
Section 6.2
_____
_____
_____
________________________
Advancement of Expenses.
________________________
Advancement of Expenses.
________________________
Advancement of Expenses.
Payment or reimbursement in
advance of the final
disposition of any proceeding
described in Section 6.1 of
reasonable expenses incurred
by any such person in
defending such proceeding may
be authorized by the Board of
Directors or in the case of
any such person who is not a
Director, by the Chairman of
the Board, the President or
any other officer to whom such
authority is delegated by the
Board of Directors, the
Chairman of the Board or the
President; provided, however,
that the Corporation shall
have received:
(a) a written
affirmation by such person of
such person's good faith
belief that the standard of
conduct necessary for
indemnification by the
Corporation as authorized by
law has been met; and
(b) a written
undertaking by or on behalf of
such person to repay all
amounts so paid or reimbursed
if it shall ultimately be
determined that such standard
of conduct has not been met.
107
Nothing contained in this
Section 6.2 shall be construed
to require the Corporation to
pay or reimburse any expenses
incurred by any such person
prior to the ultimate disposi-
tion of such proceeding or to
require the Corporation to pay
or reimburse subsequent to the
ultimate disposition of such
proceeding any expenses
incurred by any such person,
except as provided in Section
6.1.
Section 6.3
Section 6.3
Section 6.3____
____
____
________
Services
________
Services
________
Services
____________________
in Other Capacities.
____________________
in Other Capacities.
____________________
in Other Capacities. Service
in the capacity of a Director,
officer, employee or agent of
the Corporation shall include
service at the request of the
Corporation as a director,
officer, partner, trustee,
fiduciary, employee or agent
of any other corporation or of
any partnership, joint
venture, trust, other enter-
prise, or employee benefit
plan. Any approval of any
settlement may be made by the
Board of Directors or, in the
case of a settlement by any
such person who is not a
Director, by the Chairman of
the Board, the President or
any other officer to whom such
authority is delegated by the
Board of Directors, the
Chairman of the Board or the
President. Except where
reimbursement of expenses is
ordered by a court, all
determinations as to the
reasonableness of any expenses
shall be made by the persons
authorizing reimbursement or
payment thereof.
Section 6.4
Section 6.4
Section 6.4 ___
___
___
__________
Rights not
__________
Rights not
__________
Rights not
__________
Exclusive.
__________
Exclusive.
__________
Exclusive. The preceding
rights to indemnification
shall not be exclusive of and
shall be in addition to any
other rights to which such
person would be entitled as a
108
matter of law in the absence
of the preceding provisions.
-11-
Article VII
Article VII
Article VII
______________________________
Certain Administrative Matters
______________________________
Certain Administrative Matters
______________________________
Certain Administrative Matters
Section 7.1
Section 7.1
Section 7.1____
____
____
_______
Checks.
_______
Checks.
_______
Checks.
All checks or demands for
money or notes of the
Corporation shall be signed by
such officer or officers as
the Board of Directors may
from time to time designate.
Section 7.2
Section 7.2
Section 7.2____
____
____
______
Fiscal
______
Fiscal
______
Fiscal
_____
Year.
_____
Year.
_____
Year. The fiscal year shall
begin the first day of January
of each year.
Section 7.3
Section 7.3
Section 7.3 ___
___
___
______
Annual
______
Annual
______
Annual
___________
Statements.
___________
Statements.
___________
Statements. The Chairman of
the Board or such other
officer or officers of the
Corporation as he or she may
direct, shall annually prepare
a full and true statement of
the affairs of the
Corporation, which shall be
submitted at the annual
meeting of the stockholders
and filed within 20 days
thereafter at the principal
office of the Corporation in
Baltimore, State of Maryland.
Section 7.4
Section 7.4
Section 7.4 ___
___
___
_________
Amendment
_________
Amendment
_________
Amendment
__________
to Bylaws.
__________
to Bylaws.
__________
to Bylaws. Any and all
provisions of these bylaws may
be altered, amended, or
repealed and new bylaws be
adopted only by the
stockholders at a duly
constituted meeting or by the
vote of a majority of the
entire Board of Directors at
any meeting of the Board of
Directors.
109
Section 7.5
Section 7.5
Section 7.5____
____
____
________
Offices.
________
Offices.
________
Offices.
The Principal office of the
Corporation shall be in the
City of Baltimore, State
of Maryland. The Corporation
may also have a place of
business in such other places
as the Board of Directors may
from time to time appoint or
the business of the
Corporation may require.
Section 7.6
Section 7.6
Section 7.6 ___
___
___
_____
Seal.
_____
Seal.
_____
Seal. The
corporate seal shall have
inscribed thereon the name of
the Corporation, the year of
its organization, and the
words, ``
Corporate Seal,
Maryland.''
-12-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.B.
<SEQUENCE>3
<TEXT>
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT
AGREEMENT (herein called this
"Amendment") is made by and among
Crown Central Petroleum
Corporation, a Maryland corporation
(the "Company"), The First National
Bank of Boston and Texas Commerce
Bank National Association, as
agents for the Banks ("Agents"),
NationsBank of Texas, N.A., as
administrative agent and as letter
of credit agent for the Banks (in
such respective capacities,
"Administrative Agent" and "Letter
of Credit Agent"), and each of the
banks that is a signatory to the
Original Agreement (the
"Banks")(the Administrative Agent,
the Letter of Credit Agent, the
Agents, and the Banks are
collectively referred to herein as
the "Bank Parties").
110
RECITALS
1. The Company and the Bank
Parties have entered into that
certain Credit Agreement dated as
of September 25, 1995 (the
"Original Agreement") for the
purpose and consideration therein
expressed.
2. The Company and the Bank
Parties desire to amend the
Original Agreement as expressly set
forth herein.
NOW, THEREFORE, in
consideration of the premises and
the mutual covenants and agreements
contained herein and in the
Original Agreement and in
consideration of the credit which
may hereafter be extended by the
Banks to the Company, and for other
good and valuable consideration,
the receipt and sufficiency of
which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I.
__________________________
Definitions and References
Section 1.1. ________________
Terms Defined in
______________________
the Original Agreement. Unless the
context otherwise requires or
unless otherwise expressly defined
herein, the terms defined in the
Original Agreement shall have the
same meanings whenever used in this
Amendment.
Section 1.2. _____________
Other Defined
_____
Terms. Unless the context
otherwise requires, the following
terms when used in this Amendment
shall have the meanings assigned to
them in this Section 1.2.
"Amendment" shall mean
this First Amendment to Credit
Agreement.
-1-
111
"Credit Agreement" shall
mean the Original Agreement as
amended hereby.
ARTICLE II.
________________________________
Amendments to Original Agreement
Section 2.1. ______________
New Definition.
The following definition of "FAS
121 Writedown" is hereby added to
Section 1.1 of the Original
Agreement:
"_________________
FAS 121 Writedown" shall
mean the recognition by the
Company of Consolidated Non-
Cash Charges in the amount of
$55,000,000 as reflected in
the Company's 1995 year-end
financial statements for an
impairment loss in accordance
with Statement of Financial
Accounting Standards No. 121
- "Accounting for the
Impairment of Long-Lived
Assets and for Long-Lived
Assets to Be Disposed Of".
Section 2.2. _____________
Amendments to
_____________
Defined Terms. The definition of
"Adjusted Net Income (Loss)" in
Section 1.1 of the Original
Agreement is hereby amended to
include the following subsection
(a1) which is to be added
immediately after subsection (a)
and before subsection (b):
(a1) Consolidated Non-
Cash Charges of
$55,000,000
recognized pursuant
to the FAS 121
Writedown,
Subsections (g) and (h) of the
definition of "Cumulative Adjusted
Liquidity Capacity" in Section 1.1
of the Original Agreement are
hereby amended in their entirety to
read as follows:
112
(g) increases
(decreases) during
such Determination
Period in Deferred
Liabilities,
excluding decreases
of $13,800,000, plus
(minus)
(h) increases
(decreases) in
Consolidated Funded
Debt during such
Determination
Period, but only up
to the level at
which the
CFD/Capital Ratio
equals 40%
(provided, however,
that in no event
will increases in
Consolidated Funded
Debt be added in
determining
Cumulative Adjusted
Liquidity Capacity
unless FIFO Tangible
Net Worth exceeds
$243,000,000 at such
Determination Date),
minus
Section 2.3. ________________
Covenants of the
_______
Company. Section 8.14(c)(iii) of
the Original Agreement is hereby
amended in its entirety to read as
follows:
(iii) FIFO Net Worth
must exceed $231,000,000
immediately after such sale,
without giving effect to any
gain recognized upon such
sale; and
-2-
Section 8.19 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.19 _________________
FIFO Tangible Net
_____
Worth. The Company shall
113
cause FIFO Tangible Net Worth
to be at least $185,000,000 at
the end of each calendar
month.
Section 8.20 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.20 _________________
CFD/Capital Ratio.
The Company shall cause the
CFD/Capital Ratio to be less
than .475 to 1.0 at the end of
each calendar month.
Section 8.23 of the Original
Agreement is hereby amended in its
entirety to read as follows:
8.23 ___________________
Short-Term FIFO Net
_____________
Income (Loss). The Company
shall cause FIFO Net Income
(Loss) to be greater than:
(i) ($20,000,000) (i.e.,
either to be positive or, if a
loss, not to be a loss of more
than $20,000,000) for the
first three short-term
measurement periods commencing
on July 1, 1995 (of one month,
two months and three months,
respectively);
(ii) ($20,000,000) less
($400,000) for each month in
such short-term measurement
period for each of the next
successive twelve short-term
measurement periods; and
(iii) ($15,200,000) for each
short-term measurement period
thereafter. As used in this
Section 8.23, "short-term
measurement period" means any
period of twelve consecutive
calendar months, provided that
until June 30, 1996, a short-
term measurement period shall
be any period (from one to
eleven months in length)
beginning on July 1, 1995 and
ending on the last day of a
calendar month prior to June
30, 1996.
Section 8.24 of the Original
Agreement is hereby amended in its
entirety to read as follows:
114
8.24 _________________
Mid-Term FIFO Net
_____________
Income (Loss). The Company
shall cause FIFO Net Income
(Loss) to be greater than:
(i) ($30,000,000) (i.e.,
either to be positive or, if a
loss, not to be a loss of more
than $30,000,000) for the
first three mid-term
measurement periods commencing
on July 1, 1995 (of one month,
two months and three months,
respectively);
(ii) ($30,000,000) less
($200,000) for each month in
such mid-term measurement
period for each of the next
successive twenty four mid-
term measurement periods; and
(iii) ($25,200,000) for each
mid-term measurement period
thereafter. As used in this
Section 8.24, "mid-term
measurement period" means any
period of twenty-four
consecutive calendar months,
provided that until June 30,
1997, a mid-term measurement
period shall be any period
(from one to twenty-three
months in length) beginning on
July 1, 1995 and ending on the
last day of a calendar month
prior to June 30, 1997.
-3-
ARTICLE III.
___________________________
Conditions of Effectiveness
Section 3.1. ______________
Effective Date.
This Amendment shall become
effective when, and only when, (i)
Administrative Agent shall have
received, at Administrative Agent's
office, a counterpart of this
Amendment executed and delivered by
the Company, the Administrative
Agent, the Letter of Credit Agent
and the Majority Banks and (ii)
Administrative Agent shall have
additionally received such
115
supporting documents as
Administrative Agent may reasonably
request. Upon satisfaction of such
conditions, this Amendment shall be
deemed to take effect as of October
1, 1995.
ARTICLE IV.
______________________________
Representations and Warranties
Section 4.1. _______________
Representations
_____________________________
and Warranties of the Company. In
order to induce each Bank to enter
into this Amendment, the Company
represents and warrants to each
Bank that:
(a) The representations
and warranties contained in
Section 7 of the Original
Agreement (excluding Section
7.16) are true and correct
(except as disclosed in the
letter dated February 14, 1996
from the Company to the Banks)
and no Default or Event of
Default exists at and as of
February 1, 1996, in each case
after giving effect to the
amendments herein made.
(b) The Company is duly
authorized to execute and
deliver this Amendment and is
and will continue to be duly
authorized to borrow monies
and to perform its obligations
under the Credit Agreement.
The Company has duly taken all
corporate action necessary to
authorize the execution and
delivery of this Amendment and
to authorize the performance
of the obligations of the
Company hereunder.
(c) The execution and
delivery by the Company of
this Amendment, the
performance by the Company of
its obligations hereunder and
the consummation of the
transactions contemplated
hereby do not and will not
conflict with any provision of
law, statute, rule or
regulation or of the articles
116
or certificate of
incorporation and bylaws of
the Company, or of any
material agreement, judgment,
license, order or permit
applicable to or binding upon
the Company, or result in the
creation of any lien, charge
or encumbrance upon any assets
or properties of the Company.
Except for those which have
been obtained, no consent,
approval, authorization or
order of any court or
governmental authority or
third party is required in
connection with the execution
and delivery by the Company of
this Amendment or to
consummate the transactions
contemplated hereby.
-4-
(d) When duly executed
and delivered, each of this
Amendment and the Credit
Agreement will be a legal and
binding obligation of the
Company, enforceable in
accordance with its terms,
except as limited by
bankruptcy, insolvency or
similar laws of general
application relating to the
enforcement of creditors'
rights and by equitable
principles of general
application.
117
ARTICLE V.
_____________
Miscellaneous
Section 5.1. _______________
Ratification of
__________
Agreements. The Original Agreement
as hereby amended is hereby
ratified and confirmed in all
respects. Any reference to the
Credit Agreement in any Loan
Document shall be deemed to be a
reference to the Original Agreement
as hereby amended. The execution,
delivery and effectiveness of this
Amendment shall not, except as
expressly provided herein, operate
as a waiver of any right, power or
remedy of the Banks under the
Credit Agreement, the Notes, or any
other Loan Document nor constitute
a waiver of any provision of the
Credit Agreement, the Notes or any
other Loan Document.
Section 5.2. ___________
Survival of
__________
Agreements. All representations,
warranties, covenants and
agreements of the Company herein
shall survive the execution and
delivery of this Amendment and the
performance hereof, including
without limitation the making or
granting of the Loans, and shall
further survive until all of the
Obligations are paid in full. All
statements and agreements contained
in any certificate or instrument
delivered by the Company hereunder
or under the Credit Agreement to
any Bank shall be deemed to
constitute representations and
warranties by, and/or agreements
and covenants of, the Company under
this Amendment and under the Credit
Agreement.
Section 5.3. ______________
Loan Documents.
This Amendment is a Loan Document,
and all provisions in the Credit
Agreement pertaining to Loan
Documents apply hereto.
118
Section 5.4. _____________
Governing Law.
This Amendment shall be governed by
and construed in accordance the
laws of the State of New York and
any applicable laws of the United
States of America in all respects,
including construction, validity
and performance.
Section 5.5. ____________
Counterparts.
This Amendment may be separately
executed in counterparts and by the
different parties hereto in
separate counterparts, each of
which when so executed shall be
deemed to constitute one and the
same Amendment.
-5-
IN WITNESS WHEREOF, this
Amendment is executed by the
parties hereto. This Amendment
shall be dated as of February 1,
1996 for purposes of reference but
shall, as provided in Section 3.1
above, take effect as of October 1,
1995.
CROWN CENTRAL PETROLEUM CORPORATION
By: /s/---Phillip W. Taff
Name: Phillip W. Taff
Title: Senior Vice President
and Chief Financial
Officer
NATIONSBANK OF TEXAS, N.A., as
Administrative Agent, Letter of
Credit Agent and a Bank
By: /s/---William D. Clift
William D. Clift
Senior Vice President
THE FIRST NATIONAL BANK OF BOSTON,
as an Agent and a Bank
119
By: /s/---Michael Kane
Name: Michael Kane
Title: Managing Director
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as an Agent and a Bank
By: /s/---D. G. Mills
Name: D. G. Mills
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND, as
a Bank
By: /s/---Kellie M. Mathews
Name: Kellie M. Mathews
Title: Vice President
-6-
SIGNET BANK/MARYLAND, as a Bank
By: /s/---Janice E. Godwin
Name: Janice E. Godwin
Title: Vice President
THE BANK OF NOVA SCOTIA,
as a Bank
By: /s/---John W. Campbell
Name: John W. Campbell
Title: Unit Head
DEN NORSKE BANK AS, as a Bank
By: /s/---Byron L. Cooley
Name: Byron L. Cooley
Title: First Vice President
By: /s/---William V. Moyer
Name: William V. Moyer
Title: Vice President
SOCIETE GENERALE,as a Bank
120
By: /s/---Gordon Saint-Denis
Name: Gordon Saint-Denis
Title: Vice President
THE YASUDA TRUST AND BANKING
COMPANY, LIMITED, New York Branch,
as a Bank
By: /s/--- Yutaka Fujiwara
Name: Yutaka Fujiwara
Title: Joint General Manager
-7-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.C
<SEQUENCE>4
<TEXT>
EXHIBIT 10.c
CROWN CENTRAL PETROLEUM
CORPORATION
______________________
EMPLOYEES SAVINGS PLAN
_________________
TABLE OF CONTENTS
Article I - Definitions
Article II - Eligibility of
Employees to Participate
Article III- Contributions
Article IV - Limitation on
Annual Additions
Article V - Investments
Article VI-Vesting of Interest of
Participants in Employer
Contributions
Article VII- In-Service
Distributions
121
Article VIII - Loans to
Participants
Article IX - Distributions upon
Death
Article X - Distributions
upon Separation from Service
Article XI - Distributions upon
Retirement or Disability
Article XII- Distributions
Commencing on Required
Beginning Date
Article XIII - Distributions
under Qualified Domestic
Relations Order
Article XIV - Top Heavy
Rules
Article XV - Administration
Article XVI- Indemnification
Article XVII - Concerning the
Trustee
Article XVIII - Concerning the
Participating Companies
Article XIX- Exclusive Benefit,
Amendment, Termination
Article XX - Appendices
Article XXI- Eligible Rollover
Distributions
Article XXII - Miscellaneous
Appendices
CROWN CENTRAL PETROLEUM
CORPORATION
EMPLOYEES SAVINGS PLAN
AMENDED AND RESTATED
AS OF JANUARY 1, 1987
THIS AMENDMENT AND RESTATEMENT
of the CROWN CENTRAL PETROLEUM
CORPORATION EMPLOYEES SAVINGS PLAN
(the "Plan"), by CROWN CENTRAL
PETROLEUM CORPORATION, a Maryland
122
corporation, hereinafter called
the "Company".
W I T N E S S E T H:
WHEREAS, the Company and the
Participating Companies have
heretofore established the Crown
Central Petroleum Corporation
Employees Savings Plan; and
WHEREAS, the Company reserved the
right to modify the Plan at any
time and from time to time; and
WHEREAS, the Company now wishes to
amend and restate the Plan in
order to bring it into compliance
with the Tax Reform Act of 1986
and subsequent legislation through
the date of execution hereof;
NOW, THEREFORE, the said Plan is
amended and restated in its
entirety, effective January 1,
1987, except for provisions
stating later effective dates, to
provide as follows:
_________
ARTICLE I
___________
DEFINITIONS
The following definitions will
apply to this Plan, unless a
different meaning is required by
the context.
1.1 _______
ACCOUNT means the separate
accounts maintained on the books
and records of the Plan to reflect
each Participant's interest under
the Plan. Accounts shall be
maintained for each Participant,
as appropriate, of one or more of
the following types:
(a) _________________
Employer Matching
_____________________
Contributions Account - That
portion of a Participant's
interest in the Plan which is
attributable to Employer Matching
123
Contributions made on his behalf
in accordance with Section 3.2.
(b) _______________
Participant Pre____
-Tax
_____________________
Contributions Account - That
portion of a Participant's
interest in the Plan which is
attributable to Participant
Pre-Tax Contributions made by him
in accordance with Section 3.1.
(c) _________________
Participant After____
-Tax
_____________________
Contributions Account - That
portion of a Participant's
interest in the Plan which is
attributable to Participant
After-Tax Contributions made by
him pursuant to Section 3.1.
1.2 _____________________
ANNUITY STARTING DATE shall
mean the first day of the month
following the date an Insurer
receives from the Administrator
written notice of a distribution
as shall be required by the
Insurer, or if later, the first
day of the month specified by the
Participant or Beneficiary for the
commencement of benefit payments.
"_______
Insurer" means a legal reserve
life insurance company organized
or operated under the laws of any
one of the United States of
America and duly licensed in the
State of Maryland which has
entered into a group annuity
contract for the purpose of
funding this Plan in whole or in
part.
1.3 ___________
BENEFICIARY means (i) the
surviving spouse, if any, of the
Participant, or (ii) if there is
no surviving spouse, or if the
Participant and surviving spouse
have executed a qualified election
(as defined below), the person or
persons designated in writing by
the Participant, or (iii) if there
is no surviving spouse and no
person living on the date of the
Participant's death who is
designated in writing by the
124
Participant, the Participant's
descendants per stirpes, or (iv)
if there are no persons described
above living on the date of the
Participant's death, the
Participant's estate.
A "qualified election" is a
written designation by a
Participant of a beneficiary(ies)
other than the Participant's
spouse which includes the written
consent of the spouse to the
payment of the Participant's
Accounts to the beneficiary(ies)
designated in the election (which
may not be changed without spousal
consent) or which includes the
written consent of the spouse
which expressly permits
beneficiary designations by the
Participant without any
requirement of further consent by
the spouse. The spouse's consent
must acknowledge the effect of the
written designation and consent,
and the spouse's signature must
be notarized or witnessed by a
Plan representative. If the
consent of the spouse permits
beneficiary designations without
further consent by the spouse, the
consent must acknowledge and
expressly relinquish the right to
limit the consent to the
designation of a specific
beneficiary. A spouse may not
revoke his or her written consent.
A qualified election is not
required if it is established to
the satisfaction of the Plan
Administrator that there is no
spouse or that the spouse cannot
be located. If the spouse is
legally incompetent to give
consent, the spouse's legal
guardian, even if the guardian is
the Participant, may give consent.
Also, if the Participant is
legally separated or the
Participant has been abandoned
(within the meaning of local law)
and the Participant has a court
order to such effect, or if such
other circumstances exist as are
specified under applicable
Internal Revenue Service
regulations, a qualified election
is not required unless a qualified
domestic relations order (as
125
defined in Code Section 414(p))
provides otherwise.
1.4 ________________
BREAK IN SERVICE means a
calendar year during which an
Employee (i) terminates or
continues an earlier termination
of employment and (ii) does not
complete at least five hundred and
one (501) Hours of Service.
1.5 ____
CODE means the Internal
Revenue Code of 1986, as amended.
1.6 _______
COMPANY means Crown Central
Petroleum Corporation, a Maryland
corporation.
1.7 ____________
COMPENSATION means the base
salary or base wages regularly
paid to a Participant by a
Participating Company or Companies
on a periodic basis; provided,
however, that if the Participant
has made an election(s) to reduce
his base salary or base wages in
accordance with Sections 125
and/or 401(k) of the Code,
"Compensation" shall mean the base
salary or base wages that would
have been regularly paid to the
Participant by a Participating
Company on a periodic basis but
for such election(s). "Base
salary" means the regular salary,
excluding overtime, bonuses,
premium pay and other allowances,
paid to a salaried Participant.
"Base wages" means the amount
determined by multiplying the
"base rate of pay" of an
hourly-paid Participant by his
paid hours per week (to a maximum
of 40) for a Participating
Company. "Base rate of pay" means
the hourly wage rate paid to the
Participant by a Participating
Company for non-overtime work,
exclusive of bonuses, premium pay,
living and other allowances, or,
if the Participant has been
assigned to two or more job
classifications at different wage
rates, the arithmetical average of
126
the hourly wage rates of all job
classifications to which the
Participant has been assigned. In
the case of either salaried or
hourly-paid Participants who are
employed by two or more
Participating Companies, base
salary or base wages means the sum
of the base salaries or base wages
paid to him by such Participating
Companies.
Any reference in this Plan to
Compensation is a reference to the
definition in this Section 1.7
unless the Plan reference
specifies a modification to this
definition. The Plan
Administrator will take into
account only Compensation actually
paid for the relevant period.
(A) Limitations on Compensation.
(1) Compensation Dollar
Limitation. For any Plan Year
beginning after December 31, 1988,
and before January 1, 1994, the
Plan Administrator must take into
account only the first $200,000
(or beginning January 1, 1990,
such larger amount as the
Commissioner of Internal Revenue
may prescribe) of any
Participant's Compensation. For
any Plan Year beginning prior to
January 1, 1989, this $200,000
limitation (but not the family
aggregation requirement set forth
hereinbelow) applies only if the
Plan is top heavy for such Plan
Year. For any Plan Year beginning
on or after January 1, 1994, the
Plan Administrator must take into
account only the first $150,000
(as adjusted by the Commissioner
of Internal Revenue for increases
in the cost of living in
accordance with Code Section
401(a)(17)(B) of any Participant's
Compensation.
(2) Application of Limitation to
Certain Family Members. The
Compensation dollar limitation
applies to the combined
Compensation of the Employee and
of any family member aggregated
127
with the Employee under Section
3.3(c)(iii) who is either (i) the
Employee's spouse; or (ii) the
Employee's lineal descendant under
the age of 19 as the close of the
year. If, for a Plan Year, the
combined Compensation of the
Employee and such family members
who are Participants entitled to
an allocation for that Plan Year
exceeds the applicable limitation,
"Compensation" for each such
Participant, for purposes of the
contribution and allocation
provisions of Article III, means
his Adjusted Compensation.
Adjusted Compensation is the
amount which bears the same ratio
to the applicable limitation as
the affected Participant's
Compensation (without regard to
the applicable limitation) bears
to the combined Compensation of
all the affected Participants in
the family unit.
(B) Nondiscrimination. For
purposes of determining whether
the Plan discriminates in favor of
Highly Compensated Employees,
Compensation means Compensation as
defined in this Section.
1.8 _____________
CONTRIBUTIONS means amounts
paid into the Trust Fund by the
Participating Companies or
Participants.
1.9 _________________
ELIGIBLE EMPLOYEE means an
Employee who has satisfied the
eligibility requirements of
Article II whether or not such
Employee elects to participate in
the Savings Plan.
1.10 ________
EMPLOYEE means any
employee of the Employer.
1.11 ________
EMPLOYER for purposes of
determining who may contribute to
the Plan and whose Employees may
be Participants means the Company
and any other Participating
Company which adopts this Plan for
the benefit of some or all of its
Employees.
128
The term "Employer" refers to
all Employers collectively, as if
they were one, unless the context
clearly indicates that any
Employer is referred to
separately.
1.12 _________________
EMPLOYER MATCHING
_____________
CONTRIBUTIONS means the Employer
contributions provided pursuant to
Section 3.2.
1.13 __________
ENTRY DATE means the
first of each month following the
date on which an Employee first
satisfies the eligibility
requirements of the Plan.
1.14 _____
ERISA means the Employee
Retirement Income Security Act of
1974 and the regulations
thereunder, as amended from time
to time.
1.15 _______________
HOUR OF SERVICE means:
(a) Each Hour of Service
for which the Employer, either
directly or indirectly, pays an
Employee, or for which the
Employee is entitled to payment,
for the performance of duties.
The Administrator credits Hours of
Service under this paragraph (a)
to the Employee for the
computation period in which the
Employee performs the duties,
irrespective of when paid;
(b) Each Hour of Service
for back pay, irrespective of
mitigation of damages, to which
the Employer has agreed or for
which the Employee has received an
award. The Administrator credits
Hours of Service under this
paragraph (b) to the Employee for
the computation period(s) to which
the award or the agreement
pertains rather than for the
computation period in which the
award, agreement or payment is
made; and
129
(c) Each Hour of Service
for which the Employer, either
directly or indirectly, pays an
Employee, or for which the
Employee is entitled to payment
(irrespective of whether the
employment relationship is
terminated), for reasons other
than for the performance of duties
during a computation period, such
as leave of absence, vacation,
holiday, sick leave, illness,
incapacity (including disability),
layoff, jury duty or military
duty. The Administrator will
credit no more than 501 Hours of
Service under this paragraph (c)
to an Employee on account of any
single continuous period during
which the Employee does not
perform any duties (whether or not
such period occurs during a
single computation period). The
Administrator credits Hours of
Service under this paragraph (c)
in accordance with the rules of
paragraphs (b) and (c) of Labor
Reg. Section 2530.200b-2, which
the Plan, by this reference,
specifically incorporates in full
within this paragraph (c).
The Administrator will not
credit an Hour of Service under
more than one of the above
paragraphs. A computation period
for purposes of this Section 1.15
is the calendar year, Year of
Service period, Break in Service
period or other period, as
determined under the Plan
provision for which the
Administrator is measuring an
Employee's Hours of Service. The
Administrator will resolve any
ambiguity with respect to the
crediting of an Hour of Service in
favor of the Employee.
(A) Method of Crediting Hours of
Service. The Administrator will
credit every Employee with Hours
of Service on the basis of weeks
of employment. In this regard,
the Administrator will credit an
Employee with 45 Hours of Service
for each week for which the
Administrator would credit the
Employee with at least one Hour of
130
Service under the preceding
provisions of this Section 1.15.
(B) Maternity/Paternity Leave.
Solely for purposes of determining
whether an Employee incurs a Break
in Service under any provision of
this Plan, the Administrator must
credit Hours of Service during an
Employee's unpaid absence period
due to maternity or paternity
leave. The Administrator
considers an Employee on maternity
or paternity leave if the
Employee's absence is due to the
Employee's pregnancy, the birth of
the Employee's child, the
placement with the Employee of an
adopted child, or the care of the
Employee's child immediately
following the child's birth or
placement. The Administrator
credits Hours of Service under
this paragraph on the basis of the
number of
Hours of Service the Employee
would receive if he were paid
during the absence period or, if
the Administrator cannot determine
the number of Hours of Service the
Employee would receive, on the
basis of 8 hours per day during
the absence period. The
Administrator will credit only the
number (not exceeding 501) of
Hours of Service necessary to
prevent an Employee's incurring a
Break in Service. The
Administrator credits all Hours of
Service described in this
paragraph to the computation
period in which the absence period
begins or, if the Employee does
not need these Hours of Service to
prevent a Break in Service in the
computation period in which his
absence period begins, the
Administrator credits these Hours
of Service to the immediately
following computation period.
1.16 _______________
LEASED EMPLOYEE. The
Plan treats a Leased Employee as
an Employee of the Employer. A
Leased Employee is an individual
(who otherwise is not an Employee
of the Employer) who, pursuant to
131
a leasing agreement between the
Employer and any other person, has
performed services for the
Employer (or for the Employer and
any persons related to the
Employer within the meaning of
Code Section 414(a)(3)) on a
substantially full time basis for
at least one year and who performs
services historically performed by
employees in the Employer's
business field. If a Leased
Employee is treated as an Employee
by reason of this Section 1.16,
"Compensation" includes
Compensation from the leasing
organization which is attributable
to services performed for the
Employer.
(A) Safe Harbor Plan Exception.
The Plan does not treat a Leased
Employee as an Employee if the
leasing organization covers the
employee in a safe harbor plan
and, prior to application of this
safe harbor plan exception, 20% or
less of the Employer's Employees
(other than Highly Compensated
Employees) are Leased
Employees. A safe harbor plan is
a money purchase pension plan
providing immediate participation,
full and immediate vesting, and a
nonintegrated contribution formula
equal to at least 10% of the
employee's compensation without
regard to employment by the
leasing organization on a
specified date. The safe harbor
plan must determine the 10%
contribution on the basis of
compensation as defined in Code
Section 415(c)(3) plus elective
contributions (as defined in
Section 4.1(b)).
(B) Other Requirements. The
Administrator must apply this
Section 1.16 in a manner
consistent with Code Section
414(n) and 414(o) and the
regulations issued under those
Code sections. The Administrator
will reduce a Leased Employee's
allocation of Employer
contributions under this Plan by
the Leased Employee's allocation
under the leasing organization's
132
plan, but only to the extent that
allocation is attributable to the
Leased Employee's service provided
to the Employer.
1.17 _____________________
NORMAL RETIREMENT AGE
means age sixty-five (65).
1.18 ___________
PARTICIPANT means any
Employee who shall have acquired
either a forfeitable or
nonforfeitable interest in the
Trust Fund pursuant to the
provisions of this Plan.
1.19 _________________
PARTICIPANT AFTER____
-TAX
_____________
CONTRIBUTIONS mean contributions
made by a Participant to the Plan
which do not reduce the
Participant's Compensation for
Federal Income Tax purposes.
1.20 _______________
PARTICIPANT PRE____
-TAX
_____________
CONTRIBUTIONS means contributions
made by the Employer on behalf of
a Participant to this Plan,
resulting from an election by such
Participant to reduce his
Compensation for Federal Income
Tax purposes by a designated
percentage.
1.21 _____________________
PARTICIPATING COMPANY
means the Company and any
corporation of which 50% or more
of the outstanding stock entitled
to vote is owned by the Company or
by any corporation of which 50% or
more of the outstanding stock
entitled to vote is owned by a
corporation first mentioned above,
which elects to participate in
this Plan pursuant to Article
XVIII.
1.22 ____________
PENSION PLAN means the
Crown Central Petroleum
Corporation Pension Trust
Agreement and/or the Crown Central
Petroleum Corporation Retirement
Income Plan.
133
1.23 ____
PLAN means this Crown
Central Petroleum Corporation
Employees Savings Plan and any
amendments thereto.
1.24 _____________________
PLAN ADMINISTRATOR OR
_____________
ADMINISTRATOR means Crown Central
Petroleum Corporation, and any
successor by merger, purchase or
otherwise.
1.25 _________
PLAN YEAR through January
31, 1988 means the calendar year,
thereafter means the period
beginning January 1, 1989 and
ending December 30, 1989, the
12-month periods beginning
December 31, 1989 and ending
December 30, 1990, and beginning
December 31, 1990 and ending
December 30, 1991, the short year
consisting of December 31, 1991,
and thereafter means the 12-month
period beginning January 1 and
ending December 31.
1.26 _____________
RELATED GROUP. A related
group is a controlled group of
corporations (as defined in Code
Section 414(b)), trades or
businesses (whether or not
incorporated) which are under
common control (as defined in Code
Section 414(c)) or an affiliated
service group (as defined in Code
Section 414(m) or in Code Section
414(o)). If the Employer is a
member of a related group, the
term "Employer" includes the
related group members for purposes
of crediting Hours of Service,
determining Years of Service and
Breaks in Service under Articles
II and VI, applying the
limitations on allocations in
Sections 4.1 and 4.2, applying the
top heavy rules and the minimum
allocation requirements of Article
XIV, the definitions of Employee,
Highly Compensated Employee,
Compensation and Leased Employee,
and for any other purpose required
by the applicable Code section or
134
by a Plan provision. However,
only a Participating Company may
contribute to this Plan and only
an Employee employed by a
Participating Company is eligible
to participate in this Plan. For
Plan allocation purposes,
"Compensation" does not include
Compensation received from a
related employer which is not
participating in this Plan.
1.27 __________
RETIREMENT means a
separation from service upon or
after (i) Early, Normal or
Deferred Retirement under the
Pension Plan or (ii) attainment of
Normal Retirement Age under this
Plan.
1.28 ________________
TOTAL DISABILITY means
inability, due to sickness or
accidental bodily injury, to
engage in any occupation or
perform any work for compensation
or profit for which the person is
reasonably fitted by training,
education or experience.
1.29 _____
TRUST means the Trust
Fund established pursuant to this
Plan out of which the benefits
payable under this Plan shall be
paid.
1.30 _______
TRUSTEE means Signet
Bank/Maryland through December 31,
1991, and from and after January
1, 1992, means T. Rowe Price Trust
Company, a Maryland limited trust
company, or any successor in
office who in writing accepts the
position of Trustee.
1.31 _______________
YEAR OF SERVICE has the
following meanings:
(a) _______________
For Eligibility
________
Purposes. A Year of Service means
a twelve (12) consecutive month
period, measured from the
Employee's employment commencement
135
date, in which the Employee is
credited with one thousand (1,000)
Hours of Service; provided,
however, that for an Employee who
is credited with less than one
thousand (1,000) Hours of Service
during such period, a Year of
Service means a Plan Year in which
such Employee is credited with one
thousand (1,000) Hours of Service,
starting with the Plan Year which
begins during the Employee's first
twelve (12) months of employment.
(b) ____________________
For Vesting Purposes.
A Year of Service means a Plan
Year during which an Employee is
credited with at least one
thousand (1,000) Hours of Service.
__________
ARTICLE II
___________________________
ELIGIBILITY OF EMPLOYEES TO
___________
PARTICIPATE
2.1 __________________
ELIGIBLE EMPLOYEES.
Effective with respect to any
Employee who has at least one (1)
Hour of Service on or after
January 1, 1989, (except effective
on or after February 1, 1988 as to
those certified collective
bargaining unit Participants
covered by the amendment to this
Plan dated March 31, 1988), every
Employee of a Participating
Company who has attained age 21
and has completed a Year of
Service as defined in Section
1.31(a), shall be eligible to
participate in this Plan provided
that if the Employee is a member
of a certified collective
bargaining unit, he shall be
eligible to participate in this
Plan only if the collective
bargaining agency for such unit
has either accepted the terms and
conditions of this Plan or has
consented to the solicitation of
applications for participation
from members of such collective
bargaining unit.
136
2.2 ____________________
ELIGIBILITY UPON RE-
__________
EMPLOYMENT. If an Employee should
terminate employment and
subsequently be re-employed by the
Employer, the following rules
shall determine when he shall
again become eligible to
participate in the Plan:
(a) If he had not yet met
the service requirement of Section
2.1 prior to such termination, his
re-employment date shall be
treated as his employment
commencement date, and the
provisions of Section 2.1 shall
apply.
(b) If he had met the
service requirement of Section
2.1, then:
(i) If his prior service is
disregarded under the Break in
Service rule specified in Section
6.2(b), such prior service shall
be disregarded for purposes of
determining his eligibility to
again participate, his re-
employment date shall be treated
as his employment commencement
date and the provisions of Section
2.1 shall apply;
(ii) If his prior service is
not disregarded under the Break in
Service rule specified in Section
6.2(b), he shall be deemed to have
met the service requirement of
Section 2.1 as of the first day of
the month next following his re-
employment.
___________
ARTICLE III
_____________
CONTRIBUTIONS
3.1 _______________________
PARTICIPANT PRE-TAX AND
_____________________
PARTICIPANT AFTER-TAX
_____________
CONTRIBUTIONS.
(a) Subject to the
limitations prescribed by this
Article and Article IV, each
137
Participant may elect through
payroll deduction to make either
or both Participant Pre-Tax and/or
Participant After-Tax
Contributions to the Plan. The
Participant's election must be
made on a form prescribed by the
Plan Administrator. The election,
as to the aggregate of Pre-Tax and
After-Tax Contributions, may be
for any whole percentage not
greater than 12% of the
Participant's Compensation and
shall indicate what portion, if
any, shall be allocated as a
Participant Pre-Tax Contribution
and what portion, if any, shall be
allocated as a Participant After-
Tax Contribution.
(b) The Employer shall
remit Participant Contributions to
the Trustee as soon as practicable
but not later than thirty (30)
days after they are withheld from
payroll. That portion indicated
by the Participant as being a
Participant Pre-Tax Contribution
will be credited to his
Participant Pre-Tax Contribution
Account, and that portion
indicated as being a Participant
After-Tax Contribution will be
credited to his Participant After-
Tax Contribution Account.
Effective January 1,
1992, a Participant may change the
total (including suspending
allotments by reducing such total
to 0%) and/or the Pre-Tax/After
Tax make-up of his election no
more than two times per Plan Year,
effective as of the next January 1
or July 1; to the end and intent
that any such change (including
suspension) shall remain in effect
for at least six months. A change
may only be made on a form
prescribed by and delivered to the
Plan Administrator at least thirty
(30) days before the election is
to
become effective.
3.2 _________________
EMPLOYER MATCHING
_____________
CONTRIBUTIONS.
138
Promptly following the payment
of the last payroll paid by it in
any month, each Participating
Company shall contribute to the
Trust Fund an amount equal to
fifty percent (50%) of the
Matchable Portion of the
Participant Pre-Tax Contributions
and Participant After-Tax
Contributions made by the
Participants in its employ during
that month, or, in the case of
Participants employed by more than
one Participating Company, the
amount of the Matchable Portion of
said Contributions which is
apportioned to each Participating
Company, less any applicable
credits. Such contribution is
hereinafter referred to as the
"Employer Matching Contribution".
Matchable Portion means (i) in the
case of vested Participants, up to
eight percent (8%) of Compensation
allocated to Participant Pre-Tax
and Participant After-Tax
Contributions pursuant to Section
3.1 and (ii) in the case of non-
vested Participants, up to seven
percent (7%) of such Compensation.
3.3 _________________
SPECIAL RULES FOR
_________________________________
PARTICIPANT PRE-TAX CONTRIBUTIONS.
(a) _______________
Annual Elective
___________________
Deferral Limitation. A
Participant's Elective Deferrals
(Pre-Tax Contributions to this
Plan or any other plan covering
the Participant) for a calendar
year beginning after December 31,
1986 may not exceed the Code
Section 402(g) limitation. The
Code Section 402(g) limitation is
the greater of $7,000 or the
adjusted amount determined by the
Secretary of the Treasury. If the
Employer determines a
Participant's elective deferrals
under this Plan for a calendar
year would exceed the Code
Section 402(g) limitation for the
calendar year, the Employer shall
not permit any additional
Participant Pre-Tax Contributions
139
with respect to that Participant
for the remainder of that calendar
year, paying in cash to the
Participant any amounts which
would cause the Participant Pre-
Tax Contributions to exceed the
Code Section 402(g) limitation.
If the Administrator determines a
Participant's elective deferrals
have exceeded the Code Section
402(g) limitation, the
Administrator shall direct the
Trustee to distribute to the
Participant in cash the amount in
excess of the limitation (the
"Excess Deferral") as adjusted for
income or loss allocable thereto.
The determination of such
allocable income or loss shall be
made in a manner similar to the
allocable income or loss
determination described in Section
3.4 for Excess Contributions,
except the numerator of the
allocation fraction will be the
amount of the Participant's Excess
Deferral, and the denominator will
be the Participant's accrued
benefit attributable to his
Elective Deferrals. If the
Administrator
distributes the Excess Deferral by
April 15, it may make the
distribution irrespective of any
other provision under this Plan or
under the Code.
If a Participant participates
in another plan under which he
makes elective deferrals pursuant
to a Code Section 401(k)
arrangement, elective deferrals
under a simplified employee
pension, or salary reduction
contributions to a tax-sheltered
annuity, irrespective of whether
the Employer maintains the other
plan, the Participant may provide
the Administrator a written claim
for excess deferrals made for a
calendar year. The Participant
must submit the claim no later
than the March 1 following the
close of the particular calendar
year and the claim shall certify
under oath the amount of the
Participant's Pre-Tax
Contributions under this Plan
140
which are excess deferrals. If
the Administrator receives a
timely claim, he shall distribute
to the Employee the excess
deferral, as adjusted for
allocable income or loss, which
the Employee has assigned to this
Plan in accordance with the
distribution procedure described
in the immediately preceding
paragraph.
(b) ________________
Average Deferral
_______________
Percentage Test. For each Plan
Year, the Participant Pre-Tax
Contributions shall satisfy one of
the following average deferral
percentage ("ADP") tests:
(i) The ADP for the Highly
Compensated Group shall not exceed
1.25 times the ADP for the
Nonhighly Compensated Group; or
(ii) The ADP for the Highly
Compensated Group shall not exceed
the ADP for the Nonhighly
Compensated Group by more than two
(2) percentage points (or the
lesser percentage permitted by the
multiple use limitation in Section
3.7) and the ADP for the Highly
Compensated Group shall be not
more than twice the ADP for the
Nonhighly Compensated Group.
For purposes of applying the
ADP test in Plan Years beginning
on or after January 1, 1992,
during which this Plan covers both
employees who are included in a
unit of employees covered by a
collective bargaining agreement
and employees who are not, this
Plan shall be treated as
consisting of two separate cash or
deferred arrangements (one for
each such group of employees).
(c) ___________
Definitions. For
purposes of applying the ADP test,
the following definitions apply:
(i) "Highly Compensated Group"
shall mean the Eligible Employees
who are Highly Compensated
Employees for the Plan Year.
(ii) "Eligible Employee" shall
mean a Participant who elects to
make Employee Pre-Tax
141
Contributions or who is eligible
to make the same, irrespective of
whether he actually does so.
(iii) "Highly Compensated
Employee" shall mean an Eligible
Employee who, during the Plan Year
or during the preceding 12-month
period:
(1) is a more than five
percent (5%) owner of his Employer
(applying the constructive
ownership rules of Code Section
318, and applying the principles
of Code Section 318 for an
unincorporated entity);
(2) has Compensation in
excess of $75,000 (or a greater
amount, as determined by the
Commissioner of Internal Revenue);
(3) has Compensation in
excess of $50,000 (or a greater
amount, as determined by the
Commissioner of Internal Revenue)
and is part of the top-paid 20%
group of employees (based on
Compensation for the relevant Plan
Year);
(4) has Compensation in
excess of 50% of the dollar amount
prescribed in Code Section
415(b)(1)(A) (relating to defined
benefit plans) and is an officer
of the Employer.
If the Employee satisfies the
definition in clause (2), (3) or
(4) in the Plan Year but not
during the preceding 12-month
period and does not satisfy clause
(1) in either period, the Employee
is a Highly Compensated Employee
only if he is one of the 100 most
highly compensated Employees for
the Plan Year. The number of
officers taken into account under
clause (4) will not exceed the
greater of 3 or 10% of the total
number (after application of the
Code Section 414(q) exclusions) of
Employees, but no more than 50
officers. If no Employee
satisfies the Compensation
requirement in clause (4) for the
relevant year, the Administrator
will treat the highest paid
142
officer as satisfying clause (4)
for that year.
For purposes of this Section
3.3(c)(iii), "Compensation" means
Compensation as defined in Section
4.1(b), except no exclusions from
Compensation apply other than the
exclusions described in paragraphs
(i), (ii), (iii) and (iv) of
Section 4.1(b), and Compensation
must include: (i) elective
deferrals under a Code Section
401(k) arrangement or under a
Simplified Employee Pension
maintained by the Employer; and
(ii) amounts paid by the Employer
which are not currently includible
in the Employee's gross income
because of Code Section 125
(cafeteria plans) or 403(b) (tax-
sheltered annuities). The Plan
Administrator must make the
determination of who is a Highly
Compensated Employee, including
the determinations of the number
and identity of the top paid 20%
group, the top 100 paid Employees,
the number of officers includible
in clause (4) and the relevant
Compensation, consistent with Code
Section 414(q) and regulations
issued under that Code section.
For purposes of applying any
nondiscrimination test required
under the Plan or under the Code,
in a manner consistent with
applicable Treasury regulations,
the Plan Administrator will treat
a Highly Compensated Employee and
all his family members (a spouse,
a lineal ascendant or descendant,
or a spouse of a lineal ascendant
or descendant) as a single Highly
Compensated
Employee, but only if the Highly
Compensated Employee is a
more than 5% owner or is one of
the 10 Highly Compensated
Employees with the greatest
Compensation for the Plan Year.
This aggregation rule applies to a
family member even if that family
member is a Highly Compensated
Employee without family
aggregation.
The term "Highly Compensated
Employee" also includes any former
143
Employee who separated from
Service (or has a deemed
Separation from Service, as
determined under Treasury
regulations) prior to the Plan
Year, performs no Service for the
Employer during the Plan Year, and
was a Highly Compensated Employee
either for the separation year or
any Plan Year ending on or after
his 55th birthday. If the former
Employee's Separation from Service
occurred prior to January 1, 1987,
he is a Highly Compensated
Employee only if he satisfied
clause (1) of this Section
3.3(c)(iii) or received
Compensation in excess of $50,000
during (1) the year of his
separation from Service (or the
prior year); or (2) any year
ending after his 54th birthday.
(iv) "Nonhighly Compensated
Group" shall mean the Eligible
Employees who are Nonhighly
Compensated Employees for the Plan
Year. The Nonhighly Compensated
Employees are the Eligible
Employees who are not Highly
Compensated Employees and are not
family members treated as Highly
Compensated Employees under
paragraph (iii).
(v) The "ADP" for a group is the
average of the separate Actual
Deferral Ratios ("ADR") calculated
for each Eligible Employee who is
a member of that group. An
Eligible Employee's ADR for a Plan
Year is the ratio of the
Participant Pre-Tax Contributions
allocated to his account for the
Plan Year to his Compensation for
that portion of the Plan Year
during which he was an Eligible
Employee. For aggregated family
members treated as a single Highly
Compensated Employee under
paragraph (c), the ADR of the
family unit is the ADR determined
by combining the Employee Pre-Tax
Contributions and Compensation of
all aggregated family members. A
Nonhighly Compensated Employee's
ADR shall not include Employee
Pre-Tax Contributions made to this
Plan or to any other Plan
144
maintained by the Employer, to the
extent such Employee Pre-Tax
Contributions exceed the Code
Section 402(g) limitation. A
Highly Compensated Employee's ADR
shall include elective deferrals
under any other Code Section
401(k) arrangement maintained by
the Employer (unless elective
deferrals are to an ESOP), but a
Nonhighly Compensated Employee's
ADP shall not include elective
deferrals under another Code
Section 401(k) arrangement
maintained by the Employer unless
the Employer treats the Code
Section 401(k) arrangement under
this Plan and the other Code
Section 401(k) arrangement as a
unit for coverage or
discrimination purposes.
3.4 ___________________
ADP TEST CORRECTION.
(a) If the Administrator
determines the Plan fails to
satisfy the ADP test for a Plan
Year, it may recharacterize
pursuant to Section 3.4(b) or
direct the Trustee to distribute
the Excess Contributions (defined
hereinbelow), as adjusted for
allocable income or loss, no later
than the last day of the
succeeding Plan Year. However,
the Employer will incur an excise
tax equal to ten percent (10%) of
the amount of excess contributions
for a Plan Year not
recharacterized or distributed to
the appropriate Highly Compensated
Employees by 2-1/2 months
following the close of that Plan
Year. The Excess Contributions
are the amount of Employee Pre-Tax
Contributions made by the Highly
Compensated Employees which causes
the Plan to fail to satisfy the
ADP test. The Administrator shall
direct the Trustee to distribute
to each Highly Compensated
Employee his respective share of
the Excess Contributions. The
Administrator shall determine the
respective shares of Excess
Contributions by starting with the
Highly Compensated Employee(s) at
the next highest ADR level
145
(including the ADR of the Highly
Compensated Employees who has the
greatest ADR(s), reducing his ADR
to the next highest ADR, then, if
necessary, reducing the ADR of the
Highly Compensated Employee(s)
whose ADR(s) the Administrator
already has reduced), and
continuing in this manner until
the ADP for the Highly Compensated
Group satisfies the ADP test. If
the Highly Compensated Employee is
part of an aggregated family
group, the Administrator, in
accordance with the applicable
Treasury Regulations, will
determine each family member's
allocable share of the Excess
Contributions assigned to the
family unit.
Excess Contributions shall be
adjusted for any income or loss
allocable thereto up to the date
of distribution. The income or
loss allocable to Excess
Contributions up to the date of
distribution is the sum of: (i)
the income or loss allocable to
the Highly Compensated Employee's
Pre-Tax Account for the Plan Year
multiplied by a fraction, the
numerator of which is such
Employee's Excess Contributions
for the year and the denominator
of which is the Employee's account
balance attributable to
Participant Pre-Tax Contributions
as of the last day of the Plan
Year without regard to any income
or loss occurring during such Plan
Year; plus (ii) ten percent of the
amount determined under (i)
multiplied by the number of whole
calendar months between the end of
the Plan Year and the date of
distribution, counting the
month of distribution as a
whole calendar month if, but
only if, distribution occurs
after the 15th day of such month.
(b) Recharacterization.
The Employer may treat Excess
Contributions as an amount
distributed to the Participant and
146
then recontributed by the
Participant to the Plan as a
Participant After-Tax
Contribution. An amount may not
be recharacterized with respect to
a Highly Compensated Employee to
the extent that such amount, in
combination with other Participant
After-Tax Contributions made by
that Employee, would exceed any
stated limit under the Plan.
Recharacterization must
occur no later than two and one-
half months after the last day of
the Plan Year in which such Excess
Contributions arose and is deemed
to occur on the date on which the
last of those Highly Compensated
Employees with Excess
Contributions to be
recharacterized is informed in
writing of the amount
recharacterized and the
consequences thereof.
Recharacterized amounts are
includible in the Participant's
gross income on the earliest dates
any elective contributions made on
behalf of the Participant during
the Plan Year would have been
received by the Participant had he
originally elected to receive the
amounts in cash.
3.5 __________________________
SPECIAL RULES FOR EMPLOYEE
___________________________
AFTER-TAX CONTRIBUTIONS AND
_______________________________
EMPLOYER MATCHING CONTRIBUTIONS.
(a) ____________________
Average Contribution
_______________
Percentage Test. The Plan shall
satisfy one of the following
average contribution percentage
("ACP") tests, with respect to
Employee After-Tax Contributions
and Employer Matching
Contributions:
(i) The ACP for the Highly
Compensated Group shall not exceed
1.25 times the ACP for the
Nonhighly Compensated Group; or
(ii) The ACP for the Highly
Compensated Group shall not exceed
the ACP for the Nonhighly
147
Compensated Group by more than two
(2) percentage points (or the
lesser percentage permitted by the
multiple use limitation in Section
3.7), and the ACP for the Highly
Compensated Group shall not be
more than twice the ACP for the
Nonhighly Compensated Group.
For purposes of applying the
ACP test in Plan Years beginning
on or after January 1, 1992,
during which this Plan covers both
employees who are included in a
unit of employees covered by a
collective bargaining agreement
and employees who are not, this
Plan shall be treated as
consisting of two separate cash or
deferred arrangements (one for
each such group of employees).
(b) ___________
Definitions. For
purposes of applying the ACP test,
the following definitions apply:
(i) "Highly Compensated Group"
shall mean the Eligible Employees
who are Highly Compensated
Employees (as defined in Section
3.3(c)(iii)) for the Plan Year.
(ii) "Eligible Employee" shall
mean a Participant who is eligible
to receive an allocation of
Company Matching Contributions (or
would be eligible if he made the
type of contributions necessary to
receive such an allocation), and a
Participant who is eligible to
make Participant After-Tax
Contributions, irrespective of
whether he actually makes such
Contributions for the Plan Year.
(iii) "Nonhighly Compensated
Group" shall have the same meaning
as in Section 3.3(c)(iv).
(iv) The "ACP" for a group is
the average of the Actual
Contribution Ratios (ACR)
calculated for each Eligible
Employee who is a member of that
group. An Eligible Employee's ACR
for a Plan Year is the ratio of
the sum of the Participant After-
Tax Contributions and Employer
Matching Contributions (such sum
being hereinafter referred to as
"Aggregate Contributions")
allocated to his account for the
148
Plan Year to his Compensation for
that portion of the Plan Year
during which he was an Eligible
Employee. For aggregated family
members treated as a single Highly
Compensated Employee under Section
3.3(c)(iii), the ACR of the family
unit is the ACR determined by
combining the Aggregate
Contributions and Compensation of
all aggregated family members. A
Highly Compensated Employee's ACR
shall include any Aggregate
Contributions made on his behalf
to any other plan maintained by
the Employer (unless the other
plan is an ESOP). A Nonhighly
Compensated Employee's ACR shall
not include Aggregate
Contributions made on his behalf
to another plan unless the
Employer treats this Plan and the
other plan as a unit for coverage
or discrimination purposes under
the Code. The Administrator may
(in a manner consistent with
Treasury regulations) determine
the ACRs of the Eligible Employees
by taking into account Employee
Pre-Tax
Contributions made to this Plan,
but only to the extent
they are not used in calculating
the ADP test under Section 3.3.
The Administrator may not include
Employee Pre-Tax Contributions in
the ACP test, unless the Code
Section 401(k) arrangement under
this Plan satisfies the ADP test
both with and without such
contributions. For Plan Years
beginning after December 31, 1988,
the Administrator may not include
in the ACP test any Aggregate
Contributions or elective
deferrals under another plan
unless that plan has the same Plan
Year as this Plan.
(v) "Aggregate Contributions"
are Participant After-Tax
Contributions and Employer
Matching Contributions. "Excess
Aggregate Contributions" are the
amount of the Aggregate
Contributions allocated on behalf
of the Highly Compensated
149
Employees which causes the Plan to
fail to satisfy the ACP test.
3.6 ___________________
ACP TEST CORRECTION. The
Administrator first shall
determine whether the Highly
Compensated Employees have made
Participant Pre-Tax Contributions
which are Excess Deferrals under
Section 3.3 or Excess
Contributions under Section 3.4
before it determines Excess
Aggregate Contributions for the
Plan Year. If the Administrator
determines the Plan fails to
satisfy the ACP test for a Plan
Year, it shall direct the Trustee
to distribute the Excess Aggregate
Contributions, as adjusted for
allocable income or loss, no later
than the last day of the
succeeding Plan Year. However, the
Employer will incur an excise tax
equal to ten percent (10%) of the
amount of Excess Aggregate
Contributions for a Plan Year not
distributed to the appropriate
Highly Compensated Employees by 2-
1/2 months following the close of
that Plan Year.
The Administrator shall direct the
Trustee to distribute to each
Highly Compensated Employee his
respective amount of the Excess
Aggregate Contributions. The
Administrator shall determine the
respective amounts of Excess
Aggregate Contributions by
starting with the Highly
Compensated Employee(s) who has
the greatest ACR, reducing his ACR
to the next highest ACR then, if
necessary, reducing the ACR of the
Highly Compensated Employee(s) at
the next highest ACR level
(including the ACR of the Highly
Compensated Employee(s) whose ACR
the Administrator already has
reduced), and continuing in this
manner until the ACP for the
Highly Compensated Group satisfies
the ACP test. If the Highly
Compensated Employee is part of an
aggregated family group, the
Administrator, in accordance with
the applicable Treasury
150
regulations, will determine each
aggregated family member's
allocable share of the Excess
Aggregate Contributions assigned
to the family member unit. The
Administrator shall treat a Highly
Compensated Employee's Excess
Aggregate Contributions in the
following priority: (1) first as
attributable to his unmatched
Employee After-Tax Contributions,
if any; (2) then on a prorata
basis to matched Employee After-
Tax Contributions, and to the
Matching Contributions allocated
on the basis of those Employee
After-Tax Contributions. To the
extent the Highly Compensated
Employee's Excess Aggregate
Contributions are attributable to
Company Matching Contributions,
and he is not one hundred percent
(100%) vested in his accrued
benefit attributable to Employer
Matching Contributions, the
Administrator shall distribute
only the vested portion of his
Excess Aggregate Contributions, as
adjusted for allocable income or
loss, and forfeit the nonvested
portion. The vested portion of
the Highly Compensated Employee's
Excess Aggregate Contributions
attributable to Company Matching
Contributions is the total amount
of such Excess Aggregate
Contributions (as adjusted for
allocable income or loss)
multiplied by his vested
percentage (determined as of the
last day of the Plan Year for
which the Participating Company
made the matching contribution).
The Administrator shall allocate
any forfeited Excess Aggregate
Contributions to reduce
Employer Matching Contributions
for the Plan Year following the
Plan Year during which the excess
occurred.
The Administrator shall
determine the amount of income or
loss allocable to the Highly
Compensated Employee's Excess
Aggregate Contributions in a
manner similar to the allocable
income or loss determination
151
described in Section 3.4(a) for
Excess Contributions, except the
Administrator shall make the
determination with reference to
the income or loss allocable to
the Highly Compensated Employee's
Excess Aggregate
Contributions.
3.7 _______________________
MULTIPLE USE LIMITATION.
For Plan Years beginning after
December 31, 1988, if at least one
Highly Compensated Employee is
included in the ADP test under
Section 3.3 and the ACP test under
Section 3.5, the sum of the Highly
Compensated Group's ADP and ACP
may not exceed the multiple use
limitation.
The multiple use limitation is
the sum of (i) and (ii):
(i) 125% of the greater of:
(a) the ADP of the Nonhighly
Compensated Group; or (b) the
ACP of the Nonhighly
Compensated Group.
(ii) 2% plus the lesser of
(i)(a) or (i)(b), but no more
than twice the lesser of
(i)(a) or (i)(b).
The Administrator, in lieu
of determining the multiple
use limitation as the sum of
(i) and (ii), may elect to
determine such limitation as
the sum of (iii) and (iv):
(iii) 125% of the lesser of
(a) the ADP of the Nonhighly
Compensated Group or (b) the
ACP of the Nonhighly
Compensated Group.
(iv) 2% plus the greater of
(iii)(a) or (iii)(b), but no
more than twice the greater
of (iii)(a) or (iii)(b).
The Administrator shall
determine whether the Plan
satisfies the multiple use
limitation after applying the ADP
test under Section 3.3 and the ACP
test under Section 3.5 and making
any corrective distributions
required by those Sections. If
the Administrator determines the
Plan has failed to satisfy the
multiple use limitation, the
152
Administrator shall correct the
failure by treating the excess
amount as Excess Aggregate
Contributions. This Section 3.7
does not apply unless, prior to
the application of the multiple
use limitation, the ADR and the
ACR of the Highly Compensated
Group each exceeds 125% of the
respective percentages for the
Nonhighly Compensated Group.
__________
ARTICLE IV
______________________________
LIMITATION ON ANNUAL ADDITIONS
4.1 ___________
DEFINITIONS. For purposes
of Article IV, the following terms
mean:
(a) "Annual Addition" - The
sum of the following amounts
allocated on behalf of a
Participant for a Limitation Year;
(i) all Employer Matching
Contributions; and (ii) all
Participant Pre-Tax and After-Tax
Contributions. Except to the
extent provided in Treasury
regulations, Annual Additions
include excess contributions
described in Code Section 401(k),
excess aggregate contributions
described in Code Section 401(m)
and excess deferrals described in
Code Section 401(g), irrespective
of whether the Plan distributes or
forfeits such excess amounts.
Annual Additions also include
Excess Amounts reapplied to reduce
Employer contributions under
Section 4.2. Amounts allocated
after March 31, 1984, to an
individual medical account (as
defined in Code Section 415(l)(2))
included as part of a defined
benefit plan maintained by the
Employer are Annual Additions.
Furthermore, Annual Additions
include contributions paid or
accrued after December 31, 1985,
for taxable years ending after
December 31, 1985, attributable to
153
post-retirement medical benefits
allocated to the separate account
of a key employee (as defined in
Code
Section 419A(d)(3)) under a
welfare benefit fund (as defined
in Code Section 419(e)) maintained
by the Employer, but only for
purposes of the dollar limitation
applicable to the Maximum
Permissible Amount.
(b) "Compensation" means
(subject to the limitation
specified in Section 1.7(A)) the
Participant's wages, salaries,
fees for professional service and
other amounts received for
personal services actually
rendered in the course of
employment with the Employer
maintaining the Plan (including,
but not limited to, commissions
paid salesmen, compensation for
services on the basis of a
percentage of profits, commissions
on insurance premiums, tips and
bonuses). Compensation does not
include elective contributions
made by the Employer on the
Employee's behalf. "Elective
contributions" are amounts
excludable from the Employee's
gross income under Code Section
125, 402(a)(8), 402(h) or 403(b),
and contributed by the Employer,
at the Employee's election, to a
Code Section 401(k) arrangement, a
Simplified Employee Pension,
cafeteria plan or tax-sheltered
annuity. A Compensation payment
includes Compensation paid by the
Employer to an Employee through
another person under the common
paymaster provisions of Code
Section 3121(s) and 3306(p). The
term "Compensation" also does not
include:
(i) Employer
contributions (other
than "elective
contributions") to a
Plan of deferred
compensation to the
extent the contributions
154
are not included in the
gross income of Employee
for the taxable year in
which contributed, on
behalf of an Employee to
a Simplified Employee
Pension Plan to the
extent such
contributions are
excludable from the
Employee's gross income,
and any distributions
from a plan of deferred
compensation, regardless
of whether such amounts
are includible in the
gross income of the
Employee when
distributed.
(ii) Amounts
realized from the
exercise of a non-
qualified stock option,
or when restricted stock
(or property) held by an
Employee either becomes
freely transferable or
is no longer subject to
a substantial risk of
forfeiture.
(iii) Amounts realized
from the sale, exchange
or other disposition of
stock acquired under a
stock option described
in Part II, Subchapter
D, Chapter 1 of the
Code.
(iv) Other amounts
which receive special
tax benefits, such as
premiums for group term
life insurance (but only
to the extent that the
premiums are not
includible in the gross
income of the Employee),
or contributions made by
an Employer (whether or
not under a salary
reduction agreement)
towards the purchase of
an annuity contract
described in Code
Section 403(b) (whether
or not the contributions
are excludable from the
gross income of the
Employee), other than
155
"elective
contributions".
(c) "Maximum Permissible
Amount" - The lesser of (i)
$30,000 (or, if greater, one-
fourth of the defined benefit
dollar limitation under Code
Section 415(b)(1)(A)), or (ii) 25%
of the Participant's Compensation
for the Limitation Year. If there
is a short Limitation Year because
of a change in Limitation Year,
the Plan Administrator will
multiply the $30,000 (or adjusted)
limitation by the following
fraction:
_____________________________
Number of months in the short
_______________
Limitation Year
12
(d) "Employer" - The
Employer that adopts this Plan and
any Related Employers described in
Section 1.26. Solely for purposes
of applying the limitations of
Section 4.2 and this Section, the
Plan Administrator will determine
Related Employers described in
Section 1.26 by modifying Code
Section 414(b) and (c) in
accordance with Code Section
415(h).
(e) "Excess Amount" - The
Excess of the Participant's Annual
Additions for the Limitation Year
over the Maximum Permissible
Amount.
(f) "Limitation Year" - The
Plan Year. If the Employer amends
the Limitation Year to a different
12 consecutive month period, the
new Limitation Year must begin on
a date within the Limitation Year
for which the Employer makes the
amendment, creating a short
Limitation Year.
(g) "Defined contribution
plan" - A retirement plan which
provides for an individual account
for each participant and for
benefits based solely on the
amount contributed to the
participant's account, and any
income, expenses, gains and
156
losses, and any forfeitures of
accounts of other participants
which the plan may allocate to
such participant's account. The
Plan Administrator must treat all
defined contribution plans
maintained by the Employer
(whether or not terminated) as a
single plan. Solely for purposes
of the limitations of this
Article, the Plan Administrator
will treat employee contributions
made to a defined benefit plan
maintained by the Employer as a
separate defined contribution
plan. The Plan Administrator also
will treat as a defined
contribution plan an individual
medical account (as defined in
Code Section 415(l)(2)) included
as part of a defined benefit plan
maintained by the Employer and,
for taxable years ending after
December 31, 1985, a welfare
benefit fund under Code Section
419(e) maintained by the Employer
to the extent there are post-
retirement medical benefits
allocated to the separate account
of a key employee (as defined in
Code Section 419A(d)(3)).
(h) "Defined benefit plan"
- A retirement plan which does not
provide for individual accounts
for Employer contributions. The
Plan Administrator must treat all
defined benefit plans maintained
by the Employer (whether or not
terminated) as a single plan.
(i) "Defined benefit plan
fraction" - shall mean, for each
Limitation Year, the following:
Projected annual benefit of the
Participant under all qualified
________________________________
defined benefit plans maintained
_______________
by the Employer
The lesser of (i) 125% (subject to
the "100% limitation" in
paragraph (k)) of the dollar
limitation in effect under
Code Section 415(b)(1) (A) for the
Limitation Year, or (ii)
140% of the Participant's average
Compensation for
his high 3 consecutive Years of
Service
157
To determine the denominator
of this fraction, the Plan
Administrator will make any
adjustment required under Code
Section 415(b) and will determine
a Year of Service as a Plan Year
in which the Employee completed at
least 1,000 Hours of Service. The
"projected
annual benefit" is the annual
retirement benefit (adjusted to an
actuarially equivalent straight
life annuity if the plan expresses
such benefit in a form other than
a straight life annuity or
qualified joint and survivor
annuity) of the Participant under
the terms of the defined benefit
plan on the assumptions he
continues employment until his
normal retirement age (or current
age, if later) as stated in the
defined benefit plan, his
compensation continues at the same
rate as in effect in the
Limitation Year under
consideration until the date of
his normal retirement age and all
other relevant factors used to
determine benefits under the
defined benefit plan remain
constant as of the current
Limitation Year for all future
Limitation Years.
_______________________
Current Accrued Benefit. If
the Participant accrued benefits
in one or more defined benefit
plans maintained by the Employer
which were in existence on May 5,
1986, the dollar limitation used
in the denominator of this
fraction will not be less than the
Participant's Current Accrued
Benefit. A Participant's Current
Accrued Benefit is the sum of the
annual benefits under such defined
benefit plans which the
Participant had accrued as of the
end of the 1986 Limitation Year
(the last Limitation Year
beginning before January 1, 1987),
determined
158
without regard to any change in
the terms or conditions of the
Plan made after May 5, 1986, and
without regard to any cost of
living adjustment occurring after
May 5, 1986. This Current Accrued
Benefit rule applies only if the
defined benefit plans individually
and in the aggregate satisfied
the requirements of Code Section
415 as in effect at the end of the
1986 Limitation Year.
(j) "Defined contribution
plan fraction" - shall mean, for
each Limitation Year, the
following:
The sum, as of the close of the
Limitation Year, of the Annual
Additions to the Participant's
Account under all defined
________________________________
contribution plans maintained by
____________
the Employer
The sum of the lesser of the
following amounts determined
for the Limitation Year and for
each prior Year of Service
with the Employer: (i) 125%
(subject to the "100%
limitation" in paragraph (k)) of
the dollar
limitation in effect under Code
Section 415(c)(1)(A)
for the Limitation Year
(determined without
regard to the special dollar
limitations
for employee stock ownership
plans), or
(ii) 35% of the Participant's
Compensation for the
Limitation Year
For purposes of determining
the defined contribution plan
fraction, the Plan Administrator
will not recompute Annual
Additions in Limitation Years
beginning prior to January 1,
1987, to treat all Employee
contributions as Annual Additions.
If the Plan satisfied Code
Section 415 for Limitation Years
beginning prior to January 1,
1987, the Plan Administrator will
redetermine the defined
contribution plan fraction and the
defined benefit plan fraction as
of the end of the 1986 Limitation
159
Year, in accordance with this
Section 4.1. If the sum of the
redetermined fractions
exceeds 1.0, the Plan
Administrator will subtract
permanently from the numerator of
the defined contribution plan
fraction an amount equal to the
product of (1) the excess of the
sum of the fractions over 1.0,
times (2) the denominator of the
defined contribution plan
fraction. In making the
adjustment, the Plan Administrator
must disregard any accrued benefit
under the defined benefit plan
which is in excess of the Current
Accrued Benefit. This Plan
continues any transitional rules
applicable to the determination of
the defined contribution plan
fraction under the Employer's Plan
as of the end of the 1986
Limitation Year.
(k) "100% limitation". If
the 100% limitation applies, the
Plan Administrator must determine
the denominator of the defined
benefit plan fraction and the
denominator of the defined
contribution plan fraction by
substituting 100% for 125%. The
100% limitation applies only if:
(i) the Plan's top heavy ratio
exceeds 90%; or (ii) the Plan's
top heavy ratio is greater than
60%, and the Employer does not
provide extra minimum benefits
which satisfy Code Section
416(h)(2).
4.2 __________________________
LIMITATIONS ON ALLOCATIONS
_________________________
TO PARTICIPANTS' ACCOUNTS.
The amount of Annual Addition
which the Plan Administrator may
allocate under this Plan on a
Participant's behalf for a
Limitation Year may not exceed the
Maximum Permissible Amount.
(A) Estimation of Compensation.
Prior to the determination of the
Participant's actual Compensation
for a Limitation Year, the Plan
Administrator may determine the
Maximum Permissible
160
Amount on the basis of the
Participant's estimated annual
Compensation for such Limitation
Year. The Plan Administrator must
make this determination on a
reasonable and uniform basis for
all Participants similarly
situated. The Plan Administrator
must reduce any Employer
contributions based on estimated
annual Compensation by any Excess
Amount carried over from prior
years. As soon as is
administratively feasible after
the end of the Limitation Year,
the Plan Administrator will
determine the Maximum Permissible
Amount for such Limitation Year on
the basis of the Participant's
actual Compensation for such
Limitation Year.
(B) Disposition of Excess
Amount. If, due to a reasonable
error in estimating a
Participant's Annual Compensation,
a reasonable error in determining
the amount of Participant Pre-Tax
Contributions that may be made
with respect to any individual
under the limits of Code Section
415, or under other limited facts
and circumstances that the
Commissioner of Internal Revenue
finds justify the availability of
the rules set forth in this
Paragraph (B), there is an Excess
Amount with respect to a
Participant for a Limitation Year,
the Plan Administrator will
dispose of such Excess Amount as
follows:
(1) The Plan
Administrator will return
to the Participant his
After-Tax Contributions to
the extent the return would
reduce the Excess Amount but
would not reduce the
Matchable Portion as defined
in Section 3.2.
(2) If, after the
application of subparagraph
(1), an Excess Amount still
161
exists, and the Plan covers
the
Participant at the end of the
Limitation Year, then the
Plan Administrator will use
the Excess Amount to reduce
future Employer contributions
under the Plan for the next
Limitation Year and for each
succeeding Limitation Year,
as is necessary, for the
Participant. The Participant
may elect to limit his
Compensation for allocation
purposes to the extent
necessary to reduce his
allocation for the Limitation
Year to the Maximum
Permissible Amount and
eliminate the Excess Amount.
(3) If, after the
application of subparagraph
(1), an Excess Amount still
exists, and the Plan does not
cover the Participant at the
end of the Limitation Year,
then the Plan Administrator
will hold the Excess Amount
unallocated in a suspense
account. The Plan
Administrator will apply the
suspense account to reduce
Employer Contributions for
all remaining Participants in
the next Limitation Year, and
in each succeeding Limitation
Year if necessary. Neither
the Employer nor any Employee
may contribute to the Plan
for any Limitation Year in
which the Plan is unable to
allocate fully a suspense
account maintained pursuant
to this paragraph (3).
(4) Notwithstanding
subparagraphs (1), (2) and
(3) of this Paragraph (B),
the Plan Administrator may
return Participant Pre-Tax
Contributions or Participant
After-Tax Contributions to
the extent the return would
reduce an Excess Amount.
(C) Defined Benefit Plan
Limitation. If the Participant
presently participates, or has
ever participated under a defined
162
benefit plan maintained by the
Employer, then the sum of the
defined benefit plan fraction and
the defined contribution plan
fraction for the Participant for
that Limitation Year must not
exceed 1.0. To the extent
necessary to satisfy this
limitation, the Employer will
reduce the Participant's projected
annual benefit
under the defined benefit plan
under which the Participant
participates.
_________
ARTICLE V
___________
INVESTMENTS
5.1 _________________
INVESTMENT OF NEW
_____________
CONTRIBUTIONS.
(a) Upon enrollment in the
Plan and thereafter from time to
time pursuant to this Article, a
Participant on and after January
1, 1992 may select one or more of
the following options for
investment by the Trustee of his
ensuing Participant After-Tax
Contributions, Participant Pre-
Tax Contributions and Employer
Matching Contributions made with
respect thereto:
(i) Class A Common
Stock of the Company
(Class B Common Stock
after June 30, 1994)
which shall be purchased
in the open market.
(ii) One or more
Money Market Investment
Funds, one or more Bond
Investment Funds and one
or more Equity
Investment Funds which
shall be maintained
under this Plan through
one or more "regulated
investment companies" as
defined in Section 851
of the Code and/or
through bank common
163
trust funds and/or
through one or more
group annuity contracts
with one or more
Insurers.
(1) The Money
Market Investment
Fund(s) shall be
invested in shares
of one or more
regulated
investment
companies which
invest in debt
instruments with an
average maturity of
one year or less
and seek to
maintain a constant
share price but do
not guarantee the
same or a minimum
or fixed rate of
return on deposits
made thereto.
(2) The Bond
Investment Fund(s)
shall be invested
in shares of one or
more regulated
investment
companies which
invest principally
in longer term
debt-type
securities and
which do not
guarantee the
preservation of
principal or a
minimum or fixed
rate of return on
deposits made
thereto.
(3) The
Equity Investment
Fund(s) shall be
invested in shares
of one or more
regulated
investment
companies which
invest principally
in equity-type
securities and
which do not
guarantee the
164
preservation of
principal or a
minimum or fixed
rate of return on
deposits made
thereto.
(b) Each such selection of
an investment option shall specify
a percentage, which shall be
determined by the Plan
Administrator, to be applied to
such investment option and shall
be considered a continuing
direction until changed by
direction of the Participant.
(c)U.S. Savings Bonds are
a frozen investment option
under the Plan into which no
new investments are allowed.
At its maturity, each U.S.
Savings Bond in a
Participant's Account will be
liquidated. The proceeds of
liquidation shall be invested
in the other investment
options available under the
Plan as if the proceeds were
a Participant Contribution.
If the Participant has not
made a selection of
investment options for
Participant Contributions,
the proceeds shall be
invested in the Money Market
Investment Fund.
(d) Pursuant to procedures
adopted by the Plan Administrator
and uniformly applied,
Participants may effect their
selection of investment options by
instructions to a plan fiduciary
who will be identified at all
times and in like manner may
change their selection with
respect to subsequent
contributions at least once in
each calendar quarter.
5.2 _____________________
CHANGE OF INVESTMENTS.
(a) Pursuant to procedures
adopted by the Plan Administrator
and uniformly applied, but subject
to the further conditions in this
Section 5.2 prescribed,
Participants may direct through a
plan fiduciary who shall be
165
identified at all times, the sale
or redemption of investments in
their accounts and the
reinvestment of the proceeds of
such sale or redemption at least
once in each calendar quarter,
except as otherwise required in
order to make a permitted
withdrawal in cash; provided,
however, that any election made by
a Participant who is an officer or
director of the Company to sell
Class A or Class B Common Stock of
the Company as well as any
election made by such a
Participant to purchase Class A or
Class B Common Stock of the
Company with the proceeds of a
sale or redemption of other
investments in such Participant's
Accounts (i) may not be made
within less than six months before
or after any other election by
such Participant to sell or
purchase Class A or Class B Common
Stock of the Company and (ii) may
only be made during the period in
each calendar quarter which begins
on the third business day
following the release of quarterly
or annual statements of sales and
earnings of the Company and ends
on the twelfth business day
following such date.
(b) The following
provisions apply to the
disposition of certain investments
which, in the case of shares of
Class B Common Stock of the
Company, were acquired in
Participant After-Tax
Contributions Accounts by reason
of a dividend paid in such shares
on January 9, 1980, to the holders
Class A Common Stock of the
Company and were acquired in
Participant Pre-Tax Contributions
Accounts by reason of an elected
transfer in kind from the accounts
of such Participants in the Crown
Central Petroleum Corporation Tax
Credit Employees Stock Ownership
Plan following its termination as
of December 31, 1987, and, in the
case of United States Savings
Bonds and investments in the
Guaranteed Fixed Income Investment
166
Fund through group annuity
contracts with Insurers, were
acquired through investment
options which from and after
November 1, 1991 are not available
investment options for ongoing
contributions:
(i) Prior to July 1,
1994, a direction to
sell Class B Common
Stock of the Company in
a Participant's Accounts
must cover all, and not
less than all, of such
stock, except that less
than all of such stock
may be sold to comply
with a withdrawal
request.
(ii) A direction to
redeem United States
Savings Bonds in a
Participant's Accounts
shall be subject to any
applicable holding
period restrictions on
such redemption imposed
by Federal regulatory
authorities.
(iii) A redemption
of an investment of a
Participant's Accounts
in the Guaranteed Fixed
Income Investment Fund
through a group annuity
contract with an Insurer
shall be made by
deducting the
appropriate amount from
the Investment Year
Accounts for such
Participant on a last-
in/first-out basis. If
the Insurer shall so
require, cash resulting
from any such redemption
prior to the Maturity
Date of the group
annuity contract
redeemed may not be
invested in a Money
Market Investment Fund
until a period of at
least six (6) months
shall have elapsed from
the date of such
redemption.
167
(c) From and after November
1, 1991, unless otherwise directed
by the Participant, ongoing
contributions theretofore
designated for investment in
United States Savings Bonds or in
the Guaranteed Fixed Income Fund
through group annuity contracts
with Insurers will be invested in
a Money Market Investment Fund
selected by the Plan Administrator
which invests primarily in U.S.
Treasury securities.
5.3 ____________________
INVESTMENT OF INCOME
________
RECEIVED. Income received in an
Account shall be reinvested in the
same investment medium which
produced such income except as
follows:
(a) Unless otherwise
directed by the Participant, the
entire amount received by the
Trustee (i) in exchange for any
United States Government Bonds
surrendered at maturity or (ii)
from expiration of a group annuity
contract with an Insurer, shall be
invested in a Money Market
Investment Fund selected by the
Plan Administrator which invests
primarily in U.S. Treasury
securities.
(b) Prior to July 1, 1994,
income received from investments
in Class B Common Stock of the
Company shall be invested in full
and fractional shares of Class A
Common Stock of the Company.
After June 30, 1994, income
received from investments in Class
A Common Stock of the Company
shall be invested in full and
fractional shares of Class B
Common Stock of the Company.
5.4 _____________________
INVESTMENT OF CASH IN
______________________
DEFAULT OF PARTICIPANT
____________
INSTRUCTIONS. All cash received
from any source by the Trustee,
and credited to the Account(s) of
any Participant without direction
168
by the Participant for investment
thereof, shall be invested in a
Money Market Investment Fund.
5.5 _______________________
VOTING OF COMPANY STOCK.
(a) Each Participant may
direct the Trustee, or a third
party selected by the
Administrator, as to the manner in
which whole shares of common stock
of the Company in his Accounts are
to be voted on any issue as to
which such shares are entitled to
be voted. Fractional shares are
not entitled to vote.
(b) Any shares of common
stock of the Company in the
Accounts of a Participant for
which clear and timely
instructions of the Participant
are not received shall be voted in
the same proportion as such shares
for which such instructions are
received.
5.6 _________
VALUATION. United States
Savings Bonds held in Accounts
will be valued current at cost.
All other investments will be
valued at market value as of the
close of each business day.
__________
ARTICLE VI
______________________
VESTING OF INTEREST OF
________________________
PARTICIPANTS IN EMPLOYER
_____________
CONTRIBUTIONS
6.1 _______
VESTING.
(a) A Participant is fully
vested at all times in his
Participant Pre-Tax Contributions
Account and his Participant After-
Tax Contributions Account.
(b) Effective with respect
to any Participant who has at
least one (1) Hour of Service on
or after January 1, 1989, a
Participant will have a vested
interest in his Employer Matching
169
Contributions Account in
accordance with the following
schedule:
________________________
YEARS OF SERVICE VESTING
__________
PERCENTAGE
Less than 5 0%
5 or more 100%
Although the Company
reserves the right to amend the
vesting schedule at any time, the
Company shall not amend the
vesting schedule (and no such
amendment shall be effective) if
the amendment would reduce the
nonforfeitable percentage of any
Participant's accrued benefit
derived from Employer
contributions (determined as of
the later of the date the Company
adopts the amendment, or the date
the amendment becomes effective)
to a percentage less than the
nonforfeitable percentage computed
under the Plan without regard to
such amendment.
Effective with respect to
any Participant who has at least
one (1) Hour of Service on or
after January 1, 1989, if the
Company shall amend the vesting
schedule, each Participant having
at least three (3) Years of
Service (as defined in Section
1.31(b) and without reference to
Section 6.2) with a Participating
Company may elect to have the
percentage of his nonforfeitable
accrued benefit computed under the
Plan without regard to the
amendment. The Administrator, as
soon as practicable, shall forward
a true copy of any amendment to
the vesting schedule to each
Participant, together with an
explanation of the effect of the
amendment, the appropriate form
upon which a Participant so
entitled under the provisions of
this Paragraph may make an
election to remain under the
vesting schedule provided under
the Plan prior to the amendment
170
and notice of the time within
which such Participant must make
an election to remain under the
prior vesting schedule. The
Participant must file his election
in writing with the Administrator
within sixty (60) days after his
receipt of a copy of the amendment
changing the vesting schedule.
Notwithstanding the provisions of
this Paragraph, no election need
be provided for any Participant
whose nonforfeitable percentage
under the Plan, as amended, at any
time cannot be less than such
percentage determined without
regard to such amendment.
(c) A Participant who is
involuntarily laid off by the
Employer for a period in excess of
365 days, due to lack of work, and
meets the Notice Requirements of
this paragraph, will become 100%
vested in his Employer Matching
Contributions Account. Notice
Requirements shall mean filing a
notice with the Plan
Administrator, in a form
prescribed by the Plan
Administrator, within 30 days
after the first day of the lay
off, which states the
Participant's agreement to defer
receipt of Plan benefits until
after the 365-day period has
elapsed without his being called
back to work with the Employer.
(d) A Participant will have
a fully vested interest in his
Employer Matching Contributions
Account in the event of his
termination of employment as a
result of Death, Total Disability,
or upon and after attainment of
his Normal Retirement Age (if
employed by the Employer on or
after that date). The interests
of affected Participants in their
Employer Matching Contributions
Accounts shall become fully vested
upon the complete or partial
termination of the Plan. Upon a
complete discontinuance of
contributions to the Plan by a
Participating Company, such
interests shall become fully
vested in the proportion that the
171
contributions of such
Participating Company credited to
such Accounts bear to the
contributions of all Participating
Companies credited to such
Accounts.
6.2 __________________________
SERVICE CREDIT: BREAKS IN
_______
SERVICE.
For purposes of determining
Years of Service under Section
6.1, the Plan takes into account
all Years of Service an Employee
completes with the Employer,
except:
(a) In the case of a
Participant who has incurred a
Forfeiture Break in Service, Years
of Service completed by such
Participant following such Break
shall be disregarded for purposes
of determining his vested interest
in the portion of his Employer
Matching Contributions Account
that accrued before such Break. A
Participant incurs a Forfeiture
Break in Service when he incurs
five (5) Consecutive Breaks in
Service.
(b) In the case of a
Participant who has a 0% vested
interest in his Employer Matching
Contributions Account at the
commencement of a Break in
Service, his Years of Service
completed prior to such Break in
Service shall not be taken into
account for the purpose of
determining his vested interest in
the portion of his Employer
Matching Contributions Account
that may accrue upon his
reemployment and participation in
this Plan following such Break in
Service if the number of his
consecutive one-year Breaks in
Service shall have equalled or
exceeded the greater of (i) five
(5) or (ii) his number of Years of
Service preceding such Break in
Service. Furthermore, the
aggregate number of Years of
Service before a Break in Service
does not include any Years of
Service not required to be taken
172
into account under this exception
by reason of any prior Break in
Service.
___________
ARTICLE VII
________________________
IN-SERVICE DISTRIBUTIONS
7.1 ________________
WITHDRAWALS FROM
_____________________
PARTICIPANT AFTER-TAX
______________________
CONTRIBUTIONS ACCOUNTS.
(a) ______________
Withdrawals by
______________________
Nonvested Participants. While
employed by the Employer, a
Participant who is 0% vested in
his Employer Matching
Contributions Account may withdraw
all (but not less than all) of the
value of his After-Tax
Contributions Account reduced by
the aggregate value of United
States Savings bonds credited
thereto but increased by the
excess of (i) the aggregate value
of United States Savings Bonds
credited both to his After-Tax
Contributions Account and his
Employer Matching Contributions
Account over (ii) the amount of
Employer Matching Contributions
applied to the acquisition of such
Bonds.
Thereupon, the entire then value
of his Employer Matching
Contributions Account shall be
forfeited. Such withdrawal may be
made in cash and/or in kind,
subject to the provisions of
Section 7.5. Any accrued benefit
forfeited under this provision
shall be restored upon repayment
by the Participant of the full
amount of such withdrawal provided
such repayment is made within 5
years after the date of the
withdrawal.
173
(b) _____________________
Withdrawals by Vested
____________
Participants. While employed by
the Employer, a Participant who is
fully vested in his Employer
Matching Contributions Account may
withdraw a portion or all of his
After-Tax Contributions Account,
in cash and/or in kind subject to
the provisions of Section 7.5;
provided that no more than one
such withdrawal may be made in
each calendar year and such
withdrawal must be for a minimum
amount or value of at least One
Thousand Dollars ($1,000.00).
7.2 ______________________
WITHDRAWALS FROM FULLY
________________________
VESTED EMPLOYER MATCHING
______________________
CONTRIBUTIONS ACCOUNTS. While
employed by the Employer, a
Participant who is fully vested in
his Employer Matching
Contributions Account and who at
the same time is withdrawing the
full value of his After-Tax
Contributions Account, may
withdraw a portion of his Employer
Matching Contributions Account up
to all of such Account save and
except for Employer Matching
Contributions which have been
allotted thereto during the 24
months preceding such withdrawal.
Such withdrawal may be in cash
and/or in kind, subject to the
provisions of Section 7.5.
7.3 ____________________
HARDSHIP WITHDRAWALS.
(a) While employed by the
Employer, a Participant who has
not attained age 59-1/2 may apply
for a hardship distribution in
cash from that portion of his
vested Employer Matching
Contributions Account which
otherwise may not be withdrawn
under Section 7.2, and thereafter
from his Pre-Tax Contributions
Account, by filing a written
application for the same with the
Administrator stating the amount
requested, the reason(s) for the
174
request and furnishing such
written representation and
evidence in support thereof as the
further provisions of this Plan
and the Administrator may require.
Such application may be approved
by the Administrator only if (i)
by reason of a prior or concurrent
withdrawal the Participant has
fully utilized his withdrawal
rights under Sections 7.1 and 7.2,
(ii) the amount requested does not
include any portion of his Pre-Tax
Contributions Account derived from
earnings credited to such Account
after December 31, 1988, and (iii)
the reason for the request is a
"deemed hardship" as hereinafter
defined. Furthermore, such
application will be so approved
only to the extent necessary, as
hereinafter defined, to alleviate
such hardship.
(b) Except to the extent
the Internal Revenue Service shall
expand such list by means of a
published ruling or notice of
general applicability, a "deemed
hardship" shall consist only of an
immediate and heavy financial need
to pay for one or more of the
following:
(i) Unreimbursed medical
expenses of the Participant, the
Participant's spouse or any of his
dependents.
(ii) Purchase of a principal
residence for the Participant.
(iii) Payment of tuition and
related educational fees for the
next 12 months of post-secondary
education for the Participant, his
spouse, children and dependents.
(iv) Payments needed to
prevent eviction of the
Participant from his principal
residence or foreclosure on a
mortgage on his principal
residence.
(c) In determining the
amount of distribution which is
necessary to alleviate a deemed
hardship, the Administrator,
provided it acts reasonably under
the circumstances, may rely upon
175
the Participant's representation
that the need cannot be relieved:
(i) Through reimbursement or
compensation by insurance or
otherwise, or
(ii) By reasonable liquidation
of the Participant's assets (which
shall be deemed to include those
assets of the Participant's spouse
and minor children that are
reasonably available to the
Participant) to the extent such
liquidation would not itself cause
an immediate and heavy financial
need, or
(iii) By cessation of
Participant pre-tax and after-tax
contributions under this Plan, or
(iv) By other distributions or
nontaxable (at the time of the
loan) loans from this Plan or from
any plan maintained for the
Participant's benefit by any
employer, or
(v) By borrowing from commercial
sources on reasonable commercial
terms.
7.4 ____________________________
WITHDRAWALS FROM PARTICIPANT
_____________________________
PRE-TAX CONTRIBUTION ACCOUNTS
________________
AFTER AGE 59-1/2. While employed
by the Employer, a Participant who
shall have fully utilized his
withdrawal rights under Sections
7.1 and 7.2 may, from and after
the attainment of age 59-1/2,
withdraw a portion or all of his
Participant Pre-Tax Contributions
Account, in cash and/or in kind
subject to the provisions of
Section 7.5; provided that no more
than one such withdrawal may be
made in each calendar year and
such withdrawal must be for a
minimum amount or value of at
least One Thousand Dollars
($1,000.00).
7.5 ______________
CONDITIONS AND
________________________________
RESTRICTIONS UPON WITHDRAWALS IN
____
KIND.
176
(a) ______________________
Officers and Directors.
Participants who are
officers or directors of the
Company and who withdraw Class A
or Class B Common Stock of the
Company under this Article, must
either (i) cease further purchases
in the Plan of Class A Common
Stock of the Company (or of any
other equity security of the
Company which may be offered for
acquisition under this Plan) for
six (6) months or (ii) enter into
a written agreement with the
Company to hold such withdrawn
stock for at least six (6) months
prior to disposition thereof.
(b) ________________
All Participants.
(i) An investment of a
Participant's Accounts in the
Guaranteed Fixed Income Investment
Fund through a group annuity
contract with an Insurer (to which
Contributions are permitted under
this Plan until October 31, 1991)
may be redeemed in cash but not in
kind.
(ii) If and to the extent
Funds described in Section
5.1(a)(ii) are maintained through
bank common trust funds and/or
through one or more group annuity
contracts with one or more
Insurers, investments therein may
be redeemed in cash but not in
kind.
____________
ARTICLE VIII
_____________________
LOANS TO PARTICIPANTS
8.1 _______________
PERMITTED LOANS - A "party
in interest" as defined in Section
3(14) of ERISA may borrow from his
Pre-Tax, After-Tax and Employer
Matching Contribution Accounts (to
the extent vested) upon the
conditions and limitations
hereinafter prescribed. Each loan
shall be for such term, between a
minimum of one (1) year, and a
maximum of five (5) years, as the
borrower shall elect. No loan
shall be permitted while any prior
177
loan balance is outstanding, or
until at least thirty (30) days
after the full repayment thereof,
nor shall any loan be permitted
within twelve (12) months after a
default, as hereinafter defined,
shall have occurred with respect
to a prior loan. The maximum
principal amount of loan permitted
for any participant shall be the
lesser of:
(i) Fifty Thousand Dollars
($50,000.00) reduced by any prior
loan principal repayments made by
the borrower to this Plan within
the 1-year period ending on the
day before the loan is made; or
(ii) 50% of the sum of the
values of the nonforfeitable
portions of the Participant's
Accounts.
The minimum initial principal
amount of any loan shall be One
Thousand Dollars ($1,000.00).
8.2 ___________
LOAN POLICY. The
Administrator shall set forth, in
a separate written document which
this Section 8.2 incorporates as
part of this Plan, a loan policy
consistent with the provisions of
this Article under which:
(a) Loans shall be made
available to all parties in
interest on a reasonably
equivalent basis.
(b) Loans shall not be made
available to Highly Compensated
Employees (as defined in Code
Section 414(q)) in an amount
greater than the amount made
available to other Employees.
(c) Loans shall be
adequately secured and bear a
reasonable interest rate.
(d) Each loan shall be
evidenced by a promissory note of
the borrower which shall require
that repayment (principal and
interest) be amortized in level
payments coincident with the dates
upon which the borrower's
Compensation is or most recently
was being paid at the time the
loan was made and shall provide
for acceleration of maturity on
the earliest date upon which the
178
borrower shall cease to be a
"party in interest" as defined in
Section 3(14) of ERISA.
Prepayment in whole, but not in
part, shall be permitted on any
installment payment date on or
after One (1) year from the date
of the loan.
Except to the extent
specified in this Article, the
separate written document setting
forth the loan policy must include
the following:
(1) the identity of the person
or persons authorized to
administer the loan program;
(2) the procedure for applying
for a loan;
(3) the basis upon which loans
will be approved or denied;
(4) limitations (if any) on the
types and amounts of loans
offered;
(5) the procedure under the
program for determining a
reasonable rate of interest;
(6) the types of collateral
which may secure a loan; and
(7) the events constituting
default and the steps that will be
taken to preserve plan assets in
the event of such default.
8.3 _______
DEFAULT. In the event an
installment is not paid within
thirty (30) days after it is due,
or in the event the entire
outstanding balance is not paid
within thirty (30) days after the
earliest date upon which the
borrower shall cease to be a
"party in interest" as defined in
Section 3(14) of ERISA, the loan
shall be deemed in default and the
entire unpaid balance of principal
shall thereupon become due and
payable. The Administrator shall
have the right to reduce the
borrower's vested account balances
to repay the same; provided,
however, that the borrower's
Participant Pre-Tax Contributions
Account may not be so reduced
until a distribution from such
Account is otherwise permitted
179
under the terms of this Plan and
under the Code.
8.4 ______________
OFFSET AGAINST
_____________
DISTRIBUTIONS. To the extent a
borrower's nonforfeitable accrued
benefit becomes payable under the
terms of the Plan to him or his
Beneficiary while a loan is
outstanding, the
loan shall thereupon become due
and payable and the Trustee is and
shall be authorized to deduct the
unpaid balance of the loan from
and up to the amount of such
benefit payable to or in respect
of the borrower.
__________
ARTICLE IX
________________________
DISTRIBUTIONS UPON DEATH
9.1 _______
GENERAL. In the event of
the death of a Participant prior
to his severance from service, a
distribution of the entire value
of the deceased Participant's
After-Tax Contributions Account,
Pre-Tax Contributions Account and
Employer Matching Contributions
Account shall be made to such
Participant's Beneficiary as
hereinafter provided. In the
event of a Participant's death
subsequent to his severance from
service, a distribution of the
entire value of the deceased
Participant's After-Tax
Contributions Account, Pre-Tax
Contributions Account and Employer
Matching Contributions Account
shall be made to such
Participant's Beneficiary except
to the extent such value has
been used to purchase an annuity
and the Participant's death occurs
subsequent to his Annuity Starting
Date, in which case any death
benefit payable under such annuity
180
shall be paid in accordance with
the terms thereof.
9.2 _________________
METHOD OF PAYMENT. Payment
of any death benefits not payable
in accordance with the terms of an
annuity purchased by the
Participant shall be made in a
lump sum, as an immediate or
deferred annuity purchased under a
group annuity contract with an
Insurer, as a combination of such
methods of payment or by payment
in monthly, quarterly or annual
installments over a fixed period
of time. The method of payment
shall be chosen by the
Beneficiary.
9.3 ____________________
MINIMUM DISTRIBUTION
______________________________
REQUIREMENTS FOR BENEFICIARIES.
The method of distribution to the
Participant's Beneficiary must
satisfy Code Section 401(a)(9) and
the applicable Treasury
regulations. If the Participant's
death occurs after his Required
Beginning Date or, if earlier, the
date the Participant commences an
irrevocable annuity pursuant to
Section 11.2, the method of
payment to the Beneficiary must
provide for completion of payment
over a period which does not
exceed the payment period which
had commenced for the Participant.
If the Participant's death occurs
prior to his Required Beginning
Date, and the Participant had not
commenced an irrevocable annuity,
the method of payment to the
Beneficiary must provide for
completion of payment to the
Beneficiary over a period not
exceeding: (i) 5 years after the
date of the Participant's death;
or (ii) if the Beneficiary is a
designated Beneficiary, the
designated Beneficiary's life
expectancy. The Plan
Administrator may not direct
payment of the Participant's
nonforfeitable accrued benefit
over a period described in clause
(ii) unless the Trustee will
commence payment to the designated
Beneficiary no later than the
181
December 31 following the close of
the calendar year in which the
Participant's death occurred or,
if later, and the designated
Beneficiary is the Participant's
surviving spouse, December 31 of
the calendar year in which the
Participant would have attained
age 70-1/2. If the Trustee will
make distribution in accordance
with clause (ii), the minimum
distribution for a calendar year
equals the Participant's
nonforfeitable accrued benefit as
of the latest valuation date
preceding the beginning of the
calendar year divided by the
designated Beneficiary's life
expectancy.
The Plan Administrator must use
the unisex life expectancy
multiples under Treas. Reg.
Section 1.72-9 for purposes of
applying this paragraph. The Plan
Administrator, only upon the
written request of the Participant
or of the Participant's surviving
spouse, will recalculate the life
expectancy of the Participant's
surviving spouse not more
frequently than annually, but may
not recalculate the life
expectancy of a nonspouse
designated Beneficiary after the
Trustee commences payment to the
designated Beneficiary. The Plan
Administrator will apply this
paragraph by treating any amount
paid to the Participant's child,
which becomes payable to the
Participant's surviving spouse
upon the child's attaining the age
of majority, as paid to the
Participant's surviving spouse.
Upon the Beneficiary's written
request, the Plan Administrator
must direct the Trustee to
accelerate payment of all, or any
portion, of the Participant's
unpaid Accrued Benefit, as soon as
administratively practicable
following the effective date of
that request unless the
Participant shall have precluded
such Beneficiary's discretion in
his Beneficiary designation.
182
9.4 ____________________
ADMINISTRATIVE FORMS. All
Beneficiary designations,
elections and spousal consents
made in accordance with this
Article must be made in writing on
forms prescribed by the Plan
Administrator and shall become
effective when submitted to the
Plan Administrator.
_________
ARTICLE X
__________________________________
DISTRIBUTIONS UPON SEPARATION FROM
_______
SERVICE
10.1 Following a
Participant's separation from the
service of his Employer, other
than by reason of Total
Disability, death or Retirement,
his vested interest in his
Employer Matching Contributions
Account shall be determined in
accordance with Article VI hereof
and shall be distributed along
with the balances in his
Participant Pre-Tax Contributions
Account and Participant After-Tax
Contributions Account as provided
in this Article X. At the time
such distribution is made, the
Participant's unvested interest in
his Employer Matching
Contributions Account shall be
forfeited, subject to
reinstatement as provided in
Section 10.4.
10.2 The distribution
prescribed by Section 10.1 shall
be a lump sum distribution (a
"cash out distribution") of the
entire value of the distributee's
Participant After-Tax
Contributions Account, his
Participant Pre-Tax Contributions
Account and his vested interest in
his Employer Matching
Contributions Account. If the
value of the vested portion of all
of the Participant's
183
Accounts exceeds $3,500, a cashout
distribution may not be made prior
to his Normal Retirement Age
unless no earlier than 90 days,
but not later than 30 days (unless
the 30 day minimum is waived as
hereinafter provided) before the
distribution is made he shall have
received a benefit notice
explaining his right to receive
distribution in cash and/or in
kind and his right to defer
distribution until he attains
Normal Retirement Age, and after
receipt of such notice he shall
have consented thereto in writing.
If such value does not exceed
$3,500 (at the time of
distribution), the Participant's
consent is not required, and the
Plan Administrator (following
expiration of the 60-day period
hereinafter specified) will direct
the Trustee to distribute such
value in a lump sum, in cash
and/or in kind except that a
distribution in kind shall be
subject to the provisions of
Section 7.5 and shall be made only
if written application for the
same is filed with the Plan
Administrator within sixty (60)
days after the Participant's
separation from service.
If a distribution is one to
which Sections 401(a)(11) and 417
of the Internal Revenue Code do
not apply, such distribution may
commence less than 30 days after
the notice required under Section
1.411(a)-11(c) of the Income Tax
Regulations is given, provided
that:
(1) The Plan Administrator
clearly informs the Participant
that the Participant has a right
to a period of at least 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
(2) The Participant, after
receiving the notice affirmatively
elects a distribution.
10.3 If a Participant's
written consent is required
pursuant to Section 10.2 and the
184
Participant fails to provide such
consent, the Plan Administrator
shall direct the Insurer or
Trustee to defer the distribution
prescribed by Section 10.1 until
the earlier of receipt of written
consent from the Participant or
his Normal Retirement Age, at
which time distribution may be
made partly or wholly in kind
(subject to Section 7.5) if the
Participant shall so direct with
such written consent, and
otherwise shall be made wholly in
cash and not later than the 60th
day after the Participant's Normal
Retirement Age.
10.4 A Participant who is re-
employed by a Participating
Company after receiving a cash-out
distribution of his Accounts under
the Plan shall have the right to
reinstate his interest in his
Accounts to the same dollar amount
as the dollar amount thereof on
the valuation date immediately
preceding the date of the cash-out
distribution by repaying to the
Trustee in cash within five (5)
years after his reemployment
commencement date the entire value
of such cash-out distribution
unless:
(a) the Participant's
Employer Contributions Account was
one hundred percent (100%)
vested at the time of the cash-out
distribution; or
(b) the Participant incurred a
Forfeiture Break In Service. This
condition shall apply even if the
Participant makes repayment within
the Plan Year in which he incurs
the Forfeiture Break in Service.
To the extent Participant
forfeitures are insufficient to
provide for a reinstatement
required hereunder, the Employer
shall contribute to the Trust
Fund, without regard to any
requirement or condition of
Article III, the additional amount
necessary to enable the Plan
Administrator to make the required
reinstatement.
185
10.5 Amounts forfeited by
Participants in accordance with
any provision of the Plan shall be
used to reinstate Participant
forfeitures pursuant to Section
10.4, offset subsequent Employer
Contributions under the Plan or
shall be distributed in accordance
with the provisions hereinafter
made concerning termination of
this Plan.
10.6 If a Participant or
Beneficiary who is entitled to a
distribution cannot be located,
then the Participant's or
Beneficiary's vested interest in
his Accounts shall be forfeited
after the Plan Administrator has
made reasonable efforts to locate
the Participant. The Plan
Administrator will be deemed to
have made reasonable efforts to
locate the Participant (or, in the
case of a deceased Participant,
his Beneficiary) after having made
two successive certified or
similar mailings to the last
address on file with the Plan
Administrator. The Participant's
vested Account shall be forfeited
as of the last day of the Plan
Year in which occurs the close of
the 12 consecutive calendar month
period following the last of the
two successive mailings.
If the Participant or his
Beneficiary makes a written claim
for the vested interest after it
has been forfeited, the Employer
shall cause the vested interest to
be reinstated in the Participant's
Account. The Account shall be
reinstated from forfeitures and,
if forfeitures are insufficient,
from a special contribution by the
Employer. The value of the
Account that is reinstated shall
be the value as of the date of
forfeiture and shall not be
adjusted for any income or loss
after the date of forfeiture.
__________
ARTICLE XI
186
________________________________
DISTRIBUTIONS UPON RETIREMENT OR
__________
DISABILITY
11.1 A Participant shall be
entitled to a distribution of the
entire value of his Participant
After-Tax Contributions Account,
his Participant Pre-Tax
Contributions Account, and his
Employer Matching Contributions
Account on or after the date of
his Total Disability or
Retirement. No earlier than 90
days, but not later than 30 days
(unless the 30 day minimum is
waived as hereinafter provided),
before distribution is made or
commenced, the Plan Administrator
must provide to the Participant a
benefit notice explaining the
optional forms of benefit under
the Plan and the Participant's
right to defer distribution until
his Required Beginning Date as
defined in Article XII. Such
distribution will be made or
commenced not later than the 60th
day after the close of the Plan
Year in which the later of the
following occurs:
(a) the Participant attains
Normal Retirement Age; or
(b) the Participant has a
separation from service with his
Employer;
unless the Participant elects a
further deferral until no later
than his Required Beginning Date
as defined in Article XII. During
the period of any such further
deferral, the Participant may make
a total withdrawal, or partial
withdrawals; provided that no more
than one partial withdrawal may be
made in each calendar year and
such withdrawal must be for a
minimum amount or value of at
least One Thousand Dollars
($1,000.00).
If a distribution is one to
which Sections 401(a)(11) and 417
of the Internal Revenue Code do
not apply, such distribution may
commence less than 30 days after
the notice required under Section
1.411(a)-11(c) of the Income Tax
Regulations is given,
187
provided that:
(1) The Plan Administrator
clearly informs the Participant
that the Participant has a right
to a period of at least 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
(2) The Participant, after
receiving the notice,
affirmatively elects a
distribution.
11.2 At the election of the
Participant, distribution shall be
made in a lump sum in cash and/or
in kind (subject to Section 7.5),
by cash payment in annual
installments over a fixed
reasonable period of time not
exceeding the life expectancy of
the Participant, or the joint life
and last survivor expectancy of
the Participant and his
Beneficiary, as an immediate or
deferred annuity purchased under
any group annuity contract then in
effect under this Plan with an
Insurer, or as a combination of
such methods of payment, provided
that any method of payment
selected must meet the minimum
distribution requirements
specified in Article XII. If a
group annuity contract with an
Insurer is then in effect for the
purpose of funding this Plan in
whole or in part, the 30 days
minimum period for notice under
Section 11.1 may not be waived and
not earlier than 90 days nor later
than 30 days before the
Participant's Annuity Starting
Date, the Plan Administrator shall
furnish to each Participant
entitled to a distribution
pursuant to Section 11.1, written
descriptions of the annuities
available under such contract
(which shall include a Qualified
Joint and Survivor Annuity). If a
Participant is married and elects
188
to have such distribution made in
whole or in part through the
purchase of an annuity, the
annuity must be paid as a
Qualified Joint and Survivor
Annuity, unless the Participant
executes a waiver election.
Except as hereinafter provided in
the case of a blanket spousal
consent, a married Participant's
waiver election is not valid
unless (a) the Participant's
spouse (to whom the survivor
annuity would be payable under a
Qualified Joint and Survivor
Annuity), after the Participant
has received the written
explanation described in this
Section 11.2, has consented in
writing to the waiver election,
the spouse's consent acknowledges
the effect of the election, and a
notary public or the Plan
Administrator (or his
representative) witnesses the
spouse's consent, (b) the spouse
consents to the alternate form of
payment designated by the
Participant or to any change in
that designated form of payment,
and (c) unless the spouse is the
Participant's sole primary
Beneficiary, the spouse consents
to the Participant's Beneficiary
designation or to any change in
the Participant's Beneficiary
designation. The spouse's consent
to a waiver of the Qualified Joint
and Survivor Annuity is
irrevocable, unless the
Participant revokes the waiver
election. Notwithstanding the
aforegoing, a spouse may execute a
blanket consent to any form of
payment
designation or to any Beneficiary
designation made by the
Participant, if the spouse
acknowledges the right to limit
that consent to a specific
designation but, in writing,
waives that right. The consent
requirements of this Section 11.2
apply to a former spouse of the
Participant, to the extent
required under a qualified
domestic relations order.
189
The Plan Administrator will
accept as valid a waiver election
which does not satisfy the spousal
consent requirements if the Plan
Administrator establishes the
Participant does not have a
spouse, the Plan Administrator is
not able to locate the
Participant's spouse, the
Participant is legally separated
or has been abandoned (within the
meaning of State law) and the
Participant has a court order to
that effect, or other
circumstances exist under which
the Secretary of the Treasury will
excuse the consent requirement.
If the Participant's spouse is
legally incompetent to give
consent, the spouse's legal
guardian (even if the guardian is
the Participant) may give consent.
If a Participant is not married
and elects to have distribution
made in whole or in part through
the purchase of an annuity, he
will receive an annuity which will
terminate upon his death, unless
his election to have distribution
made through the purchase of an
annuity contains a contrary
direction. Any such contrary
direction must comply with the
requirements of Code Section
401(a)(9) and the applicable
Treasury regulations.
Any revocation of an annuity
election made by a married
Participant shall require his
spouse's consent.
11.3 All elections and
revocations of elections and
consents to revocations and
elections made in accordance with
this Article must be made in
writing on forms prescribed by and
submitted to the Plan
Administrator.
___________
ARTICLE XII
___________________________
DISTRIBUTIONS COMMENCING ON
_______________________
REQUIRED BEGINNING DATE
190
12.1 _______________________
REQUIRED BEGINNING DATE.
If any distribution commencement
date described under Articles X or
XI, either by Plan provision or by
Participant election (or non-
election) is later than the
Participant's Required Beginning
Date, the Plan Administrator shall
direct that minimum distributions,
determined pursuant to Section
12.2, be made to the Participant
commencing on his Required
Beginning Date. A Participant's
Required Beginning Date is the
April 1 following the close of the
calendar year in which the
Participant attains age seventy
and one-half (70-1/2). However, if
the Participant, prior to
incurring a separation from
service with his Employer,
attained 70-1/2 by January 1,
1988, and, for the five Plan Year
period ending on the calendar year
in which he attained age 70-1/2
and for all subsequent years, the
Participant was not a more than 5%
owner of the Employer, the
Required Beginning Date is the
April 1 following the close of the
calendar year in which the
Participant becomes a more than 5%
owner of the Employer.
Furthermore, if a
Participant who was not a more
than 5% owner of the Employer,
attained age 70-1/2 during 1988
and did not incur a separation
from service prior to January 1,
1989, his Required Beginning Date
is April 1, 1990. On the last
business day of December in each
calendar year commencing with the
December of the same year in which
occurs the Participant's Required
Beginning Date, the Plan
Administrator shall direct that a
minimum
distribution determined pursuant
to Section 12.2 be made to the
Participant to the extent the
Participant shall not have
withdrawn such amount during such
calendar year. If the Participant
receives distribution in the form
191
of a nontransferable annuity
contract, the distribution
satisfies Section 12.2 if the
contract complies with the
requirements of Code Section
401(a)(9) and the applicable
Treasury regulations thereunder.
12.2 ____________________
MINIMUM DISTRIBUTION
_____________________________
REQUIREMENTS FOR PARTICIPANTS. The
minimum distribution required by
Section 12.1 for a calendar year
equals the sum of the
Participant's vested interests in
all of his Accounts (i.e. his
Nonforfeitable Accrued Benefit) as
of the latest valuation date
preceding the beginning of the
calendar year, divided by the
Participant's life expectancy or,
if applicable, the joint and last
survivor expectancy of the
Participant and his designated
Beneficiary (as determined under
Article IX, subject to the
requirements of the Code Section
401(a)(9) regulations). The Plan
Administrator will increase the
Participant's Nonforfeitable
Accrued Benefit, as determined on
the relevant valuation date, for
contributions allocated after the
valuation date and by December 31
of the valuation calendar year,
and will decrease the valuation by
distributions made after the
valuation date and by December 31
of the valuation calendar year.
For purposes of this valuation,
the Plan Administrator will treat
any portion of the minimum
distribution for the first
distribution calendar year made
after the close of that year as a
distribution occurring in that
first distribution calendar year.
In computing a minimum
distribution, the Plan
Administrator shall use the unisex
life expectancy multiples under
Treas. Reg. Section 1.72-9. Only
upon the written request of the
Participant on or before the
Participant's Required Beginning
192
Date shall the Plan Administrator
determine the minimum distribution
for subsequent calendar years by
redetermining the applicable life
expectancy. Even upon such
request, the Plan Administrator
may not redetermine the joint life
and last survivor expectancy of
the Participant and a nonspouse
designated Beneficiary in a manner
which takes into account any
adjustment to a life expectancy
other than that of the
Participant.
If the Participant's spouse is
not his designated Beneficiary,
the Plan Administrator shall not
direct distribution under this
Article, nor shall the Participant
elect distribution,
under a method of payment which
provides more than incidental
benefits to the Beneficiary. For
Plan Years beginning after
December 31, 1988, the Plan must
satisfy the minimum distribution
incidental benefit ("MDIB")
requirement in the Treasury
regulations issued under Code
Section 401(a)(9) for
distributions made on or after the
Participant's Required Beginning
Date and before the Participant's
death. To satisfy the MDIB
requirement, the Plan
Administrator will compute the
minimum distribution required by
this Section 12.2 by substituting
the applicable MDIB divisor for
the applicable life expectancy
factor, if the MDIB divisor is a
lesser number. Following the
Participant's death, the Plan
Administrator will compute the
minimum distribution required by
this Section 12.2 solely on the
basis of the applicable life
expectancy factor and will
disregard the MDIB factor. For
Plan Years beginning prior to
January 1, 1989, the Plan
satisfies the incidental benefits
requirement if the distributions
to the Participant satisfied the
MDIB requirement or if the present
value of the retirement benefits
payable solely to the Participant
193
is greater than 50% of the present
value of the total benefits
payable to the Participant and his
Beneficiaries. The Plan
Administrator shall determine
whether benefits to the
Beneficiary are incidental as of
the date of commencement of
payment of the retirement
benefits to the Participant, or
as of any date the Plan
Administrator redetermines the
payment period to the Participant.
12.3 ________________________
SOURCE OF DISTRIBUTIONS.
Distributions under this
Article XII shall be applied pro
rata against the Participant's
Accounts.
____________
ARTICLE XIII
_____________________________
DISTRIBUTIONS UNDER QUALIFIED
_________________________
DOMESTIC RELATIONS ORDERS
13.1 ______________________
TRUSTEE RESPONSIBILITY.
Nothing contained in this Plan
shall prevent the Trustee, in
accordance with the direction of
the Administrator, from complying
with the provisions of a qualified
domestic relations order (as
defined in Code Section 414(p)).
13.2 __________
PROCEDURES. The
Administrator shall establish
reasonable procedures to determine
the qualified status of a domestic
relations order. Upon receiving
a domestic relations order, the
Administrator promptly shall
notify the Participant and any
alternate payee named in the
order, in writing, of the receipt
of the order and the Plan's
procedures for determining the
qualified status of the order.
Within a reasonable period of time
after receiving the domestic
relations order, the Administrator
194
shall determine the qualified
status of the order and shall
notify the Participant and each
alternate payee, in writing, of
its determination. The
Administrator shall provide notice
under this paragraph by mailing to
the individual's
address specified in the domestic
relations order, or in a manner
consistent with Department of
Labor regulations. The
Administrator may treat as
qualified any domestic relations
order entered prior to January 1,
1985, irrespective of whether it
satisfies all the requirements
described in Code Section 414(p).
13.3 ___________________
SEGREGATED ACCOUNTS.
If any portion of the
Participant's Accounts is payable
during the period the
Administrator is making its
determination of the qualified
status of the domestic relations
order, the Administrator shall
direct the Trustee to segregate
the amounts payable in a separate
account and to invest the
segregated account solely in fixed
income investments. If the
Administrator determines the order
is a qualified domestic relations
order within eighteen (18) months
of receiving the order, the
Administrator shall direct the
Trustee to distribute the
segregated account in accordance
with the order. If the
Administrator does not make its
determination of the qualified
status of the order within
eighteen (18) months after
receiving the order, the
Administrator shall direct the
Trustee to distribute the
segregated account in a manner the
Administrator deems the Plan would
distribute if the order did not
exist. The order shall apply
prospectively if the Administrator
later determines the order is a
qualified domestic relations
order.
195
13.4 ________________________
SEPARATE DISTRIBUTION TO
_________________
ALTERNATE PAYEES. The
Administrator shall direct the
Trustee to make any payments or
distributions required under this
Article by separate benefit checks
or other separate distribution to
the alternate payee(s).
13.5 ________________________
DISTRIBUTION NOT TREATED
_____________
AS WITHDRAWAL. A distribution to
an alternate payee pursuant to a
qualified domestic relations order
shall not be treated for purposes
of this Plan as a withdrawal by
the Participant from whose
Account(s) such distribution is
made. Moreover, this Plan
specifically permits distribution
to an alternate payee under a
Qualified Domestic Relations Order
at any time to the extent of a
Participant's nonforfeitable
accrued benefit.
___________
ARTICLE XIV
_______________
TOP HEAVY RULES
14.1 If this Plan is top heavy
in any Plan Year beginning after
December 31, 1983, each
Participant who is a Non-Key
Employee and is employed by the
Employer on the Determination Date
of the Plan Year without regard to
Hours of Service completed during
the Plan Year, shall, if he or she
is a Participant in the Employer's
Pension Plan, have an accrued
benefit under the Employer's
Pension Plan at the end of the top
heavy Plan Year, derived from
Employer Contributions, which,
when expressed as a straight life
annuity (with no ancillary
benefits) commencing on the first
day of the month following the
196
Participant's Normal Retirement
Date, is not less than two percent
(2%) of his or her average
Compensation for years in the
testing period provided by Code
Section 416(c)(1) multiplied by
the number of Years of Service
determined under paragraphs (4),
(5) and (6) of Code Section 411(a)
(not to exceed ten (10)) earned as
a Non-Key Employee Participant in
top heavy Plan Years. Any such
Participant who is not a
Participant in the Employer's
Pension Plan shall for such Plan
Year receive under this Plan a
guaranteed minimum contribution
prescribed hereinbelow for Non-Key
Employees.
If the contribution rate for
the Key Employee with the highest
contribution rate is less than
three percent (3%) of such
Participant's Compensation, the
guaranteed minimum contribution
for Non-Key Employees shall equal
the highest contribution rate
received by a Key Employee. To
determine the contribution rate,
the Plan Administrator shall
consider all qualified top heavy
defined contribution plans
maintained by the Employer as a
single plan. Notwithstanding the
preceding provisions of this
Section 14.1, if a defined benefit
plan maintained by the Employer
which benefits one or more Key
Employees depends on this Plan to
satisfy the anti-discrimination
rules of Code Section 401(a)(4) or
the coverage rules of Code Section
410 (or
another plan benefiting one or
more Key Employees so depends on
such defined benefit plan), the
guaranteed minimum contribution
for a Non-Key Employee is three
percent (3%) of his Compensation
regardless of the contribution
rate for the Key Employees.
For purposes of this Section
14.1, the term "Participant"
includes any Employee otherwise
eligible to participate in this
Plan but who is not a Participant
because of his failure to make
197
elective deferrals under a Code
Section 401(k) arrangement or
because of his failure to make
mandatory employee contributions.
For purposes of this Section
14.1, "Compensation" means
Compensation as defined in Section
4.1(b).
For purposes of this Section
14.1, a Participant's contribution
rate is the sum of Employer
Matching Contributions plus
Participant Pre-Tax Contributions
allocated to the Participant's
Account for the Plan Year divided
by his Compensation for the entire
Plan Year. However, for purposes
of satisfying a Participant's top
heavy minimum allocation in Plan
Years beginning after December 31,
1988, a Participant's contribution
rate does not include any elective
contributions necessary to satisfy
the nondiscrimination requirements
of Code Section 401(k) or of Code
Section 401(m). To determine a
Participant's contribution rate,
the Plan Administrator must treat
all qualified top heavy defined
contribution plans maintained by
the Employer (or any related
Employer described in Section
1.26) as a single plan.
14.2 If the contribution rate
for the Plan Year with respect to
a Non-Key Employee who is required
by Section 14.1 to receive a
guaranteed minimum contribution
under the Plan is less than the
minimum contribution, the Employer
will increase its contribution for
such Employee to the extent
necessary for his contribution
rate for the Plan Year to equal
the guaranteed minimum
contribution. The Plan
Administrator shall allocate the
additional contribution to the
Employer Matching Contributions
Account of the Non-Key Employee
for whom the Employer makes the
contribution.
14.3 If this Plan is the only
qualified plan maintained by the
Employer, the Plan is top heavy
for a Plan Year if the top heavy
198
ratio as of the Determination Date
exceeds sixty percent (60%). The
top heavy ratio is a fraction, the
numerator of which is the sum of
the amounts standing in the
Accounts of all Key Employees as
of the Determination Date and the
denominator of which is the
similar sum determined for all
Employees. The Plan Administrator
must include in the top heavy
ratio, as part of the numerator,
any contribution not made as of
the Determination Date but
includible under Code Section 416
and the applicable Treasury
regulations, and distributions
made within the Determination
Period. The Plan Administrator
shall calculate the top heavy
ratio by disregarding the Accounts
and distributions, if any, of the
Accounts of any Non-Key Employee
who was formerly a Key Employee,
and by disregarding the Accounts
(including
distributions, if any, of the
Accounts) of an individual who has
not received credit for at least
one Hour of Service with the
Employer during the Determination
Period. The Plan Administrator
shall calculate the top heavy
ratio, including the extent to
which it must take into account
distributions, rollovers and
transfers, in accordance with Code
Section 416 and the regulations
under that section.
If the Employer maintains other
qualified plans, or maintained
another such plan which now is
terminated, this Plan is top heavy
only if it is part of the Required
Aggregation Group, and the top
heavy ratio for both the Required
Aggregation Group and the
Permissive Aggregation Group, if
any, exceeds sixty percent (60%).
The Plan Administrator will
calculate the top heavy ratio in
the same manner as required by the
first paragraph of this Section
14.3, taking into account all
plans within the Aggregation
Group. To the extent the Plan
Administrator must take into
199
account distributions to a
Participant, the Plan
Administrator shall include
distributions from a terminated
plan which would have been part of
the Required Aggregation Group if
it were in existence on the
Determination Date. The Plan
Administrator shall calculate the
present value of accrued benefits
and other amounts the Plan
Administrator must take into
account under defined benefit
plans included within the group,
in
accordance with the terms of those
plans, Code Section 416 and the
regulations under that section. If
an aggregated plan does not have a
valuation date coinciding with the
Determination Date, the Plan
Administrator shall value the
accrued benefits in the aggregated
plan as of the most recent
valuation date falling within the
twelve-month period ending on the
Determination Date except as Code
Section 416 and applicable
Treasury regulations require for
the first and second year of a
defined benefit plan. The Plan
Administrator shall calculate the
top heavy ratio with reference to
the Determination Dates that fall
within the same calendar year.
14.4 If, during any Limitation
Year, this Plan is top heavy, the
Plan Administrator shall apply the
limitations of Article IV to a
Participant by substituting 1.0
for 1.25 each place it appears in
Section 4.1. This Section 14.4
shall not apply if:
(a) The contribution rate for a
Non-Key Employee who participates
only in the defined contribution
plan(s) would satisfy Section 14.1
if the Plan Administrator
substituted four percent (4%) for
three percent (3%);
(b) A Non-Key Employee who
participates in the top heavy
defined benefit plan(s) receives
an extra minimum contribution or
benefit which satisfies Code
Section 416(h)(2); and
200
(c) The top heavy ratio does not
exceed ninety percent (90%).
14.5 Effective for the first
Plan Year for which the Plan is
top heavy and then in all
subsequent Plan Years, a
Participant's vested interest in
his Employer Matching
Contributions Account shall be
determined in accordance with the
following schedule:
________________________
YEARS OF SERVICE VESTING
__________
PERCENTAGE
Less then 20%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
The above top heavy vesting
schedule will apply to
Participants who earn at least one
(1) Hour of Service after such
schedule becomes effective.
Nonetheless, such shift to the
above top heavy vesting schedule
is a vesting schedule amendment
within the meaning of Section
6.1(b).
14.6 For purposes of applying
the provisions of this Article
XIV:
(a) "Key Employee" shall
mean, as of any Determination
Date, any Employee or former
Employee (or Beneficiary of such
Employee) who, for any Plan Year
in the Determination Period: (i)
has Compensation in excess of 50%
of the dollar amount prescribed in
Code Section 415(b) (1) (A)
(relating to defined benefit
plans) and is an officer of the
Employer; (ii) has Compensation in
excess of the dollar amount
prescribed in Code Section 415(c)
(1) (A) (relating to defined
contribution plans) and is one of
the Employees owning
201
the ten largest interests in the
Employer; (iii) is a more than 5%
owner of the Employer; or (iv) is
a more than 1% owner of the
Employer and has Compensation of
more than $150,000. The
constructive ownership rules of
Code Section 318 (or the
principles of that section, in the
case of an unincorporated
Employer) will apply to determine
ownership in the Employer. The
number of officers taken into
account under clause (i) will not
exceed the greater of 3 or 10% of
the total number (after
application of the Code Section
414(q) exclusions) of Employees,
but no more than 50 officers. The
Plan Administrator will make the
determination of who is a Key
Employee in accordance with Code
Section 416(i) and the regulations
under that Code section.
(b) "Non-Key Employee" is
an Employee who does not meet the
definition of Key Employee.
(c) "Compensation" means
Compensation as determined under
Section 3.3(c)(iii) for purposes
of identifying Highly Compensated
Employees.
(d) "Required Aggregation
Group" means:
(1) Each qualified plan of the
Employer in which at least one (1)
Key Employee participates during
the Determination Period; and
(2) Any other qualified plan of
the Employer which enables a plan
described in (1) to meet the
requirements of Code Section
401(a)(4) or 410.
(e) "Permissive Aggregation
Group" is the Required Aggregation
Group plus any other qualified
plans maintained by the Employer,
but only if such group would
satisfy in the aggregate the
requirements of Code Section
401(a)(4) and 410. The Plan
Administrator shall determine the
Permissive Aggregation Group.
(f) "Employer" shall mean
all the members of a controlled
group of corporations [as defined
202
in Code Section 414(b)], of a
commonly controlled group of
trades or businesses (whether or
not incorporated) [as defined in
Code Section 414(c)], or of an
affiliated service group [as
defined in Code Section 414(m)],
of which the Employer is a part.
However, the Plan Administrator
shall not aggregate ownership
interests in more than one member
of a related group to determine
whether an individual is a Key
Employee because of his ownership
interest in the Employer.
(g) "Determination Date"
for any Plan Year is the last day
of the preceding Plan Year. The
"Determination Period" is the 5-
year period ending on the
Determination Date.
__________
ARTICLE XV
______________
ADMINISTRATION
15.1 __________________
PLAN ADMINISTRATOR.
(a) The Plan Administrator
shall have the responsibility for
administering the Plan and
carrying out its provisions. The
Plan Administrator may delegate
any or all of
its duties, powers, and
responsibilities with respect to
the
Plan, to an administrative
committee (designated the Plan
Administrative Committee), which
shall consist of not fewer than
three persons and which shall be
appointed by the Plan
Administrator. Any member of the
Plan Administrative Committee may
be removed and new members may be
appointed by the Plan
Administrator at any time.
(b) Any person appointed to
be a member of the Plan
Administrative Committee shall
give his acceptance in writing to
the Plan Administrator. Any
203
member of the Plan Administrative
Committee may resign by delivering
his written resignation to the
Plan Administrator, and such
resignation shall become effective
upon such delivery or upon any
date specified therein.
(c) The Plan Administrative
Committee may delegate any or all
of its duties, powers, and
responsibilities to one or more
individuals or subcommittees,
whose members may or may not be
members of the Plan Administrative
Committee.
15.2 ________________
Responsibilities. The
Plan Administrator shall have the
responsibility to construe and
interpret the provisions of the
Plan and all parts thereof, to
construe any ambiguity or supply
any omission or reconcile any
inconsistencies in such manner and
to such extent as it deems proper,
and to determine all questions
with respect to the individual
rights of Participants and their
beneficiaries and legal
representatives under the Plan,
including, but not by way of
limitation, all issues with
respect to eligibility,
compensation, base rate of pay,
base pay, contributions, vesting
and credited service. The
interpretation or construction
placed upon any term or provision
of the Savings Plan and any action
taken by the Administrator, the
Trustee, a Participating Company
or a Participant in good faith
pursuant thereto shall be final
and conclusive upon all parties
hereto, the Participating
Companies, the Trustee at the
time, the Participants and all
other persons concerned.
15.3 _____________________
RULES AND REGULATIONS.
The Administrator shall from time
to time enact such rules and
regulations and prescribe such
forms as it may deem proper and
necessary to facilitate the
carrying out of the Plan.
204
Whenever the Administrator shall
have prescribed a form for any
action to be taken by a
Participant, or his beneficiaries
or legal representatives, such as,
but not limited to, apply for
participation, selecting, changing
or terminating investment options,
directions for sale, increasing or
decreasing his Pre-Tax or After-
Tax Contributions, terminating
participation, requesting
withdrawal, and nominating,
changing or revoking
beneficiaries, such action shall
not be effective unless taken by
executing and filing with the
Administrator the proper form in
the number of copies required by
the Administrator.
15.4 ______________________
RIGHTS OF PARTICIPANTS
_________________
AND BENEFICIARIES. Any
Participant or any beneficiary
receiving benefits under the Plan
may examine copies of the Plan
description, latest annual report
and this Plan and the Trust
Agreement. The Administrator will
maintain all of such items in its
office for examination during
reasonable business hours and in
such additional place or places as
the Administrator may designate
from time to time in order to
comply with applicable law. Upon
the written request of a
Participant or a beneficiary
receiving benefits under the
Savings Plan, the Administrator
shall furnish him a copy of any
item listed in this paragraph, for
which the Administrator may impose
a reasonable charge.
15.5 ________________
CLAIMS PROCEDURE.
(a) If any person makes a
claim regarding the amount of any
distribution or its method of
payment, such person shall present
the reason for the claim in
writing to the Plan Administrator.
The Plan Administrator, in its
discretion, may request a meeting
to clarify any matters that it
deems pertinent. A claimant who
is denied a claim will, within 90
205
days of the Plan Administrator's
receipt of the claim, be given
notice by the Plan Administrator
that describes:
(i)The specific reason or
reasons for the denial;
(ii)The specific reference to
the Plan provisions on which the
denial is based;
(iii)A list of additional
material or information (if any)
that is necessary for the claimant
to perfect the claim, with an
explanation of why the additional
information is needed;
(iv) in explanation of the
Plan's claim review procedure; and
(v) An explanation that the
claimant may request a review of
his claim denial by the Plan
Administrator by filing a written
request with the Plan
Administrator not more than 60
days after receiving written
notice of the denial and that the
claimant, or his representative,
before such review, may review
pertinent documents and submit
issues and comments in writing.
The 90-day period may be
extended to 180 days if special
circumstances require such an
extension and the claimant is
notified of the extension within
90 days of the Plan
Administrator's receipt of the
claim.
(b) If a review of the
initial denial is requested and
the claim is again denied, the
Plan Administrator shall again
give written notice within 60 days
of its decision to deny the claim
to the claimant setting forth
items (i) and (ii) above.
However, the 60-day period may be
extended to 120 days if special
circumstances require such an
extension and the claimant is
notified of the extension within
60 days of the Plan
Administrator's receipt of the
request for review. All final
interpretations, determinations
and decisions of the Plan
206
Administrator with respect to any
matter hereunder shall be
conclusive and binding upon the
Employer, Participants, Employees,
and all other persons claiming
interest under the Plan, except as
otherwise provided by ERISA.
___________
ARTICLE XVI
_______________
INDEMNIFICATION
16.1 The Company agrees to
indemnify and save harmless all
persons acting from time to time
as the Administrator from and
against any and all loss resulting
from liability to which the
Administrator may be subjected by
reason of any act or conduct
(except willful misconduct or
gross negligence) in its official
capacities in the administration
of this Plan including all
expenses reasonably incurred in
its defense, in case the Company
fails to provide such defense.
The indemnification provisions of
this Section 16.1 shall not
relieve the Administrator from any
liability which it may have to
anyone other than the Company for
breach of a fiduciary duty.
Nothing herein stated shall
preclude the following:
(a) This Savings Plan from
purchasing insurance for its
fiduciaries or for itself to
cover liabilities or losses
occurring by reason of the
act or omission of a
fiduciary if such insurance
permits recourse by the
insurer against the fiduciary
in the case of a breach of a
fiduciary obligation by such
fiduciary;
(b) A fiduciary from
purchasing insurance to cover
liability from and for his
own account; and
(c) The Company from purchasing
insurance to cover potential
207
liability of one or more persons
who serve in a fiduciary capacity
with regard to this Savings Plan.
____________
ARTICLE XVII
______________________
CONCERNING THE TRUSTEE
17.1 _________________
PURPOSES OF TRUST. The
Company has entered into a
separate Trust Agreement for the
purposes of enabling the Trustee
to receive contributions from
Participating Companies and
Participants, invest those
contributions pursuant to this
Plan and make distributions in
accordance with this Plan or in
accordance with instructions of
the Plan Administrator pursuant to
this Plan.
_____________
ARTICLE XVIII
____________________________
CONCERNING THE PARTICIPATING
_________
COMPANIES
18.1 Any corporation, fifty
percent (50%) or more of the stock
of which outstanding and entitled
to vote is owned by one or more
Participating Companies, may elect
to participate in the Plan by
filing an instrument in writing
with the Company and the Trustee
electing to participate in and to
accept the terms and provisions of
this Plan and the Trust Agreement.
Whenever there
shall be a Participating Company
other than the Company, the
Company shall be the agent of all
Participating Companies for all
purposes of this Plan except
withdrawal from or termination of
participation, other than a
termination of this Plan in its
entirety. Any Participating
Company may withdraw from or
208
terminate participation by filing
a written notice of withdrawal or
termination with the Trustee and
the Company.
18.2 None of the Participating
Companies shall be obliged to pay
any contribution payable by
another Participating Company, but
the Participating Companies shall
have the right, if they so agree
from time to time, to pay any such
contribution of a Participating
Company.
___________
ARTICLE XIX
_____________________________
EXCLUSIVE BENEFIT, AMENDMENT,
___________
TERMINATION
19.1 _________________
EXCLUSIVE BENEFIT.
Except as provided under Article
X, no Employer has any beneficial
interest in any asset of the Trust
and no part of any asset in the
Trust may ever revert to or be
repaid to an Employer, either
directly or indirectly; nor, prior
to the satisfaction of all
liabilities with respect to the
Participants and their
Beneficiaries under the Plan, may
any part of the corpus or income
of the Trust, or any asset of the
Trust, be (at any time) used for,
or diverted to, purposes other
than
the exclusive benefit of the
Participants or their
Beneficiaries.
19.2 ____________________
AMENDMENT BY COMPANY. In
order to facilitate
administration, the Company shall
be the agent for all other
Employers for purposes of amending
this Plan from time to time
(subject to the right of each
Employer party to a Schedule
hereto to modify, amend or change
any provision of this Plan insofar
209
as applicable to Employees
included in such Schedule) and for
all other purposes except
withdrawing from or otherwise
terminating participation under
this Plan as an Employer. The
Company, by action of its Board of
Directors, shall have the right at
any time to amend, in whole or in
part, any of the provisions of
this Plan, including the right to
make such amendments effective
retroactively, if necessary, to
bring the Plan into compliance
with the requirements of the Code,
ERISA and the regulations
promulgated
under each. No amendment shall
make it possible for Plan assets
to be used for, or diverted to,
purposes other than the exclusive
benefit of Participants and
former Participants and their
Beneficiaries.
_______________________
Code Section 411(d) (6)
__________________
Protected Benefits. An amendment
(including the adoption of this
Plan as a restatement of an
existing plan) may not decrease a
Participant's accrued benefit,
except to the extent permitted
under Code Section 412(c)(8), and
may not reduce or eliminate Code
Section 411(d)(6) protected
benefits determined immediately
prior to the adoption date (or, if
later, the effective date) of the
amendment. An amendment reduces
or eliminates Code Section
411(d)(6) protected benefits if
the amendment
has the effect of either (i)
eliminating or reducing an early
retirement benefit or a
retirement-type subsidy (as
defined in Treasury regulations),
or (ii) except as provided by
Treasury regulations, eliminating
an optional form of benefit. The
Plan Administrator must disregard
an amendment to the extent
application of the amendment would
fail to satisfy this paragraph.
If the Plan Administrator must
disregard an amendment because the
210
amendment would violate clause (i)
or clause (ii), the Plan
Administrator must maintain a
schedule of the early retirement
option or other optional forms of
benefit the Plan must continue for
the affected
Participants.
19.3 ______________
DISCONTINUANCE. Each
Employer has the right, at any
time, to suspend or discontinue
its contributions under the Plan,
and as to its participation to
terminate, at any time, this Plan
and the Trust. The Plan will
terminate as to such Employer upon
the first to occur of the
following:
(a) The date terminated by
action of the Employer;
(b) The dissolution or
merger of the Employer,
unless the successor makes
provision to continue the
Plan, in which event the
successor must substitute
itself as the Employer under
this Plan. Any termination
of the Plan resulting from
this paragraph (b) is not
effective until compliance
with any applicable notice
requirements under ERISA.
19.4 ________________________
MERGER, CONSOLIDATION OR
________
TRANSFER. The Trustee may not
consent to or be a party to, any
merger or consolidation with
another plan, or to a transfer of
assets or liabilities to another
plan, unless immediately after
the merger, consolidation or
transfer, the surviving Plan
provides each Participant a
benefit equal to or greater than
the benefit each Participant would
have received had the Plan
terminated immediately before the
merger or consolidation or
transfer.
19.5 ___________
TERMINATION. If the Plan
is terminated or partially
211
terminated by an Employer, any
forfeitures which shall have
occurred in accordance with
Article X hereof prior to the
termination or partial termination
of the Plan, which shall not have
been used to offset Employer
Contributions or to reinstate
Participant forfeitures in
accordance with Section 10.5,
shall be distributed pro-rata to
the affected Participants in the
same proportion that the sum of
the Participant After-Tax
Contributions
Account, Participant Pre-Tax
Contributions Account and Employer
Matching Contributions Account
balances of each such Participant
bears to the sum of such account
balances of all Participants.
If the Plan is terminated or
partially terminated by an
Employer, the entire value of each
affected Participant's After-Tax
Contributions Account, Participant
Pre-Tax Contributions Account and
Employer Matching Contributions
Account as of the Valuation Date
coincident with or immediately
following the effective date of
the termination or partial
termination, plus
any distribution to which such
Participant is entitled pursuant
to this Section 19.5, shall, at
the election of the Participant,
be distributed to the Participant
in a lump sum, as an immediate or
deferred annuity purchased under a
group annuity contract with an
Insurer, or as a combination of
such methods of payment, as soon
as practicable after such
Valuation Date.
_______________________________
Distribution Restrictions Under
___________________
Code Section 401(k). The portion
of the Participant's
Nonforfeitable Accrued Benefit
attributable to elective
contributions under a Code Section
401(k) arrangement (or to amounts
treated under the Code Section
401(k) arrangement as elective
contributions) is not
212
distributable on account of Plan
termination, as described in this
Section 19.5, unless: (a) the
Participant otherwise is entitled
under the Plan to a distribution
of that portion of his
Nonforfeitable Accrued Benefit; or
(b) the Plan termination occurs
without the establishment of a
successor plan. A distribution
made after March 31, 1988,
pursuant to clause (b),
must be part of a lump sum
distribution to the Participant of
his nonforfeitable accrued
benefit.
__________
ARTICLE XX
__________
APPENDICES
20.1 One or more appendices
may be executed and attached
hereto by a Participating Company
and shall include each employee of
such Participating Company (i) who
is a member of a particular
certified collective bargaining
unit, the collective bargaining
agency for which has either
accepted the terms and conditions
of this Plan, or has consented to
the solicitation of applications
for participation from members of
such collective bargaining unit,
and (ii) who is eligible for
participation in this Plan. Each
such appendix shall include a
statement of which of the
Participating Companies is a party
thereto and a description of the
employee group includible within
such appendix and may, in
addition, contain provisions
adding to, modifying, amending or
changing any provision of this
Agreement, insofar as applicable
to employees included in such
appendix, but nothing contained in
any appendix shall be of effect
except with respect to so much of
the employment of such employees
as may come within such appendix.
213
___________
ARTICLE XXI
_______________________________
ELIGIBLE ROLLOVER DISTRIBUTIONS
21.1 ____________
APPLICATIONS. This
Article applies to distributions
made on or after January 1, 1993.
Notwithstanding any provision of
the Plan to the contrary that
would otherwise limit a
distributee's election under this
Article, a distributee may elect,
at the time and in the manner
prescribed by the Plan
Administrator, to have any portion
of an eligible rollover
distribution paid directly to an
eligible retirement plan specified
by the distributee in a direct
rollover.
21.2 ___________
DEFINITIONS.
(a) "Eligible rollover
distribution." An eligible
rollover distribution is any
distribution of all or any portion
of the balance to the credit of
the distributee, except that an
eligible rollover distribution
does not include: any distribution
that is one of a series of
substantially equal periodic
payments (not less frequently than
annually) made for the life (or
life expectancy) of the
distributee or the joint lives (or
joint life expectancies) of the
distributee and the distributee's
designated beneficiary, or for a
specified period of ten years or
more; any distribution to the
extent such distribution is
required under Code Section
401(a)(9); and the portion of any
distribution that is not
includible in gross income
(determined without regard to the
exclusion of net unrealized
appreciation with respect to
employer securities).
(b) "Eligible retirement
plan." An eligible retirement
214
plan is an individual retirement
account described in Code Section
408(a), an individual retirement
annuity described in Code Section
408(b), an annuity plan described
in Code Section 403(a), or a
qualified trust described in Code
Section 401(a), that accepts the
distributee's eligible rollover
distribution. However, in the
case of an eligible rollover
distribution to the surviving
spouse, an eligible retirement
plan is an individual retirement
account or individual retirement
annuity.
(c) "Distributee." A
distributee includes an Employee
or former Employee. In addition,
the Employee's or former
Employee's surviving spouse and
the employee's or former
Employee's spouse or former spouse
who is the alternate payee under a
qualified domestic relations
order, as defined in Code Section
414(p), are distributees with
regard to the interest of the
spouse or former spouse.
(d) "Direct rollover." A
direct rollover is a payment by
the Plan to the eligible
retirement plan specified by the
distributee.
____________
ARTICLE XXII
_____________
MISCELLANEOUS
22.1 ____________________
RIGHT OF EMPLOYER TO
_________________
DISMISS EMPLOYEES. Neither the
action of the Company in
establishing this Plan and the
Trust nor of any other
Participating Company in electing
to participate therein nor any
action taken by any Participating
Company under the provisions
hereof, nor any provision of this
Plan or of the Trust shall be
215
construed as giving to any
employee of any Participating
Company the right to be retained
in its employ or any right to any
payment whatsoever except to the
extent of the benefits provided
for by this Plan to be paid from
the Trust.
22.2 _____________
GOVERNING LAW. This
Agreement shall be administered
and construed according to the
laws of the State of Maryland.
22.3 _______________
TEXT TO CONTROL. The
headings of Articles and Sections
are included solely for
convenience of reference, and, if
there be any conflict between such
headings and the text of this
Plan, the text shall control.
22.4 ______
GENDER. Masculine
pronouns shall refer to both males
and females.
IN WITNESS WHEREOF, Crown
Central Petroleum Corporation has
caused this Amended and Restated
Plan to be executed on its behalf
and pursuant to the authority
conferred upon it by the Plan, on
behalf of all Participating
Companies, by its duly authorized
officers and its corporate seal to
be hereunto affixed this ______
day of ______________________ ,
1991.
ATTEST:CROWN CENTRAL PETROLEUM
CORPORATION On Behalf of Itself,
and on Behalf of all Participating
Companies
_____________________
By:___________________________
CROWN CENTRAL PETROLEUM
CORPORATION
EMPLOYEES SAVINGS PLAN
216
APPENDIX I
Article I - Statement of
Participating Companies
Parties to this
Appendix
1.1 Crown Central Petroleum
Corporation, hereinafter referred
to as "the Employer" is the only
party to this Appendix.
Article II - Definition of
Employee Group
2.1 Each employee of the
Employer who is a member of the
Oil, Chemical and Atomic Workers
International Union, certified
collective bargaining unit Local
No. 4-227, and who is eligible for
membership in the Savings Plan, is
included within this Appendix.
Article III - Additional
Provisions
3.1 The only provisions adding
to, modifying, amending or
changing any provision of the
Savings Plan are the following
special provisions:
FIRST: A Participant on
unpaid leave of absence
from the Employer
to work for the
international union
("Union Leave of
Absence"), in excess of
thirty (30) days may
elect to make
contributions to his
Participant After-Tax
Contributions Account
(and receive Employer
Matching Contributions
with respect thereto)
during such leave of
absence by filing
written notice with the
Administrator within
thirty (30) days after
his leave of absence
begins and paying to the
Company, on or before
the tenth (10th) day of
217
each month commencing
with the month following
the month in which such
notice is given, an
amount equal to the
Participant's
Contribution (based on
the classification which
he occupied at the time
his leave of absence
began) which he would
have made, whether Pre--
Tax or After-Tax, during
the preceding month (or,
in the case of the first
such payment with
respect to such leave of
absence, since the start
of such leave of
absence) if he had not
been on leave of
absence.
SECOND: Section 14.1 of the
Plan shall apply to a
Participant
included within this
Appendix who is on Union
Leave of Absence in
excess of thirty (30)
days and who has elected
to make contributions to
his Participant After-
Tax Contributions
Account, irrespective of
whether such Participant
is employed by the
Employer on the
Determination Date of
the Plan Year.
3.2 In the event of any
conflict between the provisions of
the Savings Plan and the
provisions of this Appendix, the
provisions of this Appendix shall
be controlling only with respect
to Participants properly included
in this Appendix and only with
respect to so much of the
employment of any such Participant
as comes within this Appendix.
IN WITNESS WHEREOF, the
Employer has caused this Appendix
to be executed by its duly
authorized officer and its
corporate seal to be hereunto
218
affixed this ____ day of
_______________, 1992.
ATTEST: CROWN CENTRAL
PETROLEUM
CORPORATION
_____________________
By_____________________________
___________
CROWN CENTRAL PETROLEUM
CORPORATION
EMPLOYEES SAVINGS PLAN
APPENDIX II
Article I - Statement of
Participating Companies
Parties to this
Appendix
1.1 LaGloria Oil and Gas
Company, hereinafter referred to
as "the Employer" is the only
party to this Appendix.
Article II - Definition of
Employee Group
2.1 Each employee of the
Employer who is a member of the
collective bargaining unit of OCAW
Local 4-202, consisting of
production and maintenance
employees employed at Tyler Texas,
and who is eligible for membership
in the Savings Plan, is included
within this Appendix.
Article III - Additional
Provisions
3.1 The only provisions adding
to, modifying, amending or
changing any provision of the
Savings Plan are the following
special provisions:
FIRST: The definitions of
"base wages" and "base rate
of pay" in Section 1.7 are
modified as follows:
219
Participants included
within this Appendix are
hourly paid and are
scheduled to work 36
hours every other week
and 48 hours per week
during the intervening
weeks. Effective
commencing with the pay
period beginning March
5, 1990, "base wages",
in the case of such
Participants, shall
mean the amount
determined by
multiplying the
Participant's scheduled
hours during a
scheduled 36 hour work
week by his Straight
Time Factored Rate of
Pay and by multiplying
the first 40 of his
scheduled hours during a
scheduled 48 hour work
week by his Straight
Time Factored Rate of
Pay and the next 8 hours
by his Overtime Factored
Rate of Pay. "Straight
Time Factored Rate of
Pay" means base wages
multiplied by a factor
of .97727, and "Overtime
Factored Rate of Pay"
means 1-1/2 times
Straight Time Factored
Rate of Pay.
Notwithstanding the
foregoing, base wages
with respect to paid
vacation time and paid
sick leave shall be
calculated at the
straight time base rate
of pay.
3.2 In the event of any
conflict between the provisions of
the Savings Plan and the
provisions of this Appendix, the
provisions of this Appendix shall
be controlling only with respect
to Participants properly included
in this Appendix and only with
respect to so much of the
employment of any such Participant
as comes within this Appendix.
220
IN WITNESS WHEREOF, the
Employer has caused this Appendix
to be executed by its duly
authorized officer and its
corporate seal to be hereunto
affixed this ____ day of
_______________, 1992.
ATTEST: LaGLORIA
OIL AND GAS COMPANY
__________________________
By________________________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.A
<SEQUENCE>5
<TEXT>
EXHIBIT 13.a
CROWN CENTRAL PETROLEUM CORPORATION
L
L
LETTER TO THE
ETTER TO THE
ETTER TO THE S
S
SHAREHOLDERS
HAREHOLDERS
HAREHOLDERS
To the Shareholders:
To the Shareholders:
To the Shareholders:
Crown's results for 1995 reflect improved
operating income despite continued industry
weaknesses in Gulf Coast refining margins.
Earnings before interest, taxes, depreciation,
amortization, abandonments (including the impact
of the initial adoption of SFAS No. 121 in 1995),
and before LIFO accounting provisions
(collectively referred to as EBITDAAL) amounted to
$34.7 million in 1995 compared to $31.3 million in
1994, an increase of 11%.
Several positive factors contributed to this
improved operating performance. Crown's
aggressive cost-reduction program throughout the
Company resulted in nearly $15 million of savings.
In addition, our retail performance was strong
throughout the year, with volumes up in all
categories of stores. While total average
gasoline margins, on a cents per gallon basis,
were slightly less than 1994, both merchandise
revenue and gross margins were up substantially.
Although net income was not positive in 1995,
strong performance in key finance, administrative,
and operating areas helped minimize negative
results. The capital expenditures made during
221
1995 were prudent investments in the Company's
future that promote efficiencies and
competitiveness. Projects such as the new
automated Distributed Control System (DCS) for the
Pasadena refinery and the purchase of additional
retail outlets contributed to improved operating
results in 1995 and will continue to benefit the
Company for many years to come.
Including one-time, non-cash write-downs, the
Company reported a net loss before extraordinary
items of $67.4 million ($6.87 per share) in 1995
compared to a net loss of $35.4 million ($3.63 per
share) in 1994. Crown's 1994 earnings reflect a
write-down of certain refinery projects related to
a $16.8 million pre-tax charge to earnings for
hydro-desulphurization equipment which had been
purchased for the Pasadena refinery. The 1995
results include a one-time non-cash write-down of
certain Company refinery assets in accordance with
SFAS No.121, which relates to the accounting for
the impairment of long-lived assets. The write-
down, amounting to $80.5 million dollars on a pre-
tax basis, will improve future earnings results
and related returns on both equity and capital
employed, while permitting improved comparisons
with other independent refiners and marketers.
Additionally, the Company took an extraordinary
$3.3 million after-tax charge in January of 1995
related to early retirement of senior long-term
notes when the Company completed the $125 million
public debt offering. The resulting net loss for
1995 was $70.6 million ($7.20 per share) compared
to a net loss in 1994 of $35.4 million ($3.63 per
share).
While the SFAS No.121 impact was taken entirely in
the fourth quarter, the quarter's operating
results showed a slight improvement over 1994.
The EBITDAAL loss amounted to $4.6 million in the
fourth quarter of 1995 before the one-time non-
cash write-down of $80.5 million related to SFAS
No.121 as described above. This compares to an
EBITDAAL loss of $4.9 million in the fourth
quarter of 1994 which benefited from exceptionally
strong retail margins. Fourth quarter retail
margins averaged 18 cents per gallon in 1994
compared to a more typical 12 cents per gallon in
1995.
(Photograph of Henry A. Rosenberg, Jr. Chairman of
the Board, President and Chief Executive Officer)
(Photograph's Caption: Henry A. Rosenberg, Jr.
Chairman of the Board and President)
Overall results for the fourth quarter of 1995,
including charges relating to the one-time non-
cash SFAS No.121 write-down, amounted to a net
222
loss of $67.8 million compared to a net loss of
$10.2 million for the fourth quarter of 1994.
Both the annual and fourth quarter results for
1995 include substantial increases in net interest
expense due to the issuance of additional debt.
This increase amounted to $12.1 million in 1995
compared to $6.6 million in 1994 with the fourth
quarter net interest expense amounted to $3.2
million in 1995 compared to $1.8 million in 1994.
Crown's cash position at year-end remained strong
at $43 million. Further improvements in inventory
management resulted in a reduction in inventory
quantities, which in turn reduced the 1995 net
loss by $3.0 million ($.30 per share).
________
Refining
________
Refining
________
Refining
Crown's refineries performed well from an
operations perspective in 1995. Depressed margins
on the Gulf Coast due in large part to the
unseasonably warm winter of 1994/1995, were
responsible for disappointing financial results.
Results would have been even more disappointing
had not the cash operating costs per barrel at
Pasadena been reduced to $1.66 during the year, a
13% decline from 1994's $1.92. This significant
improvement is the result of cost cutting
programs, process improvements and higher
throughput.
The past several years have been difficult, but
there is reason to be confident about the future
of the petroleum industry. (1) Demand growth will
remain relatively strong due to continued modest
economic expansion and due to a less fuel
efficient fleet of vehicles as new car sales of
luxury and recreational-oriented vehicles outpace
overall new car sales. (2) Annual capacity
expansion for upgraded fuels will be lower as new
capital for refineries has dropped sharply on a
per barrel basis since 1990 following the
completion of a number of refining projects that
were required to meet the Clean Air Act. (3) The
1998 California Air Resources Board standards will
create additional strong demands for alkylates,
some of which will have to be supplied by Gulf
Coast refineries. (4) The ``
greening'' of Europe
will positively impact domestic gasoline producers
by reducing cost advantages European producers
have realized in recent years. As a result, it
can be expected that future refining margins have
the possibility of again reaching levels that more
adequately compensate refiners for their employed
capital.
Keeping our refineries efficient and up-to-date
with current technology are strategies that will
be key to future successes. As an example, a new
223
refinery-wide distributed control system, DCS,
which is now fully commissioned at our Pasadena
facility, has provided new and valuable
technology for optimizing process unit operations
by maximizing throughputs and improving yields of
desirable more profitable products.
Process improvements were made during the
turnaround in the fourth quarter of 1994 to the
fluid catalytic cracking (FCC) unit at Pasadena.
As a result, there was an 18% increase of the more
profitable products such as propane/propylene mix
and less production of lower valued products such
as slurry. Gasoline yields also showed favorable
gains at the FCC unit. The continuous catalyst
regeneration reformer at Pasadena was modified
during a turnaround in 1995, and the capacity was
increased by 18% to 26,000 barrels per day.
Favorable industry trends, as cited above,
combined with Crown's continuing investments in
productivity, should result in improved financial
results over the next several years.
_________
Marketing
_________
Marketing
_________
Marketing
Crown marketing continued to produce excellent
results for the year. Merchandise sales at
comparable stores were 12.3% higher and gasoline
sales showed gains of 6.6% over 1994 despite
national demand for gasoline growing at only a
1.5% to 2% rate. Gross merchandise margins, as a
percent of revenues, were up 9% from 22.7% to
24.7%. Gasoline margins per gallon were slightly
lower in 1995, compared to 1994, principally due
to the exceptionally strong gasoline margins
experienced during the last quarter of 1994.
Gasoline margins per gallon experienced during the
fourth quarter of 1995 were more in line with
historical seasonal trends.
During the year, eighteen units were added to our
system. Fifteen of these were acquired as
existing units which were located in current Crown
high growth market areas and were easily
assimilated into our infrastructure. These units
are projected to produce a 4% yearly volume
increase or 20.5 million gallons and this is
expected to provide additional economies of scale.
The remaining three units were new sites
constructed in Maryland. These new stores are
nearly doubling the gallonage sold compared to the
existing Maryland stations' average. This gives
us confidence that Crown's ``
new build program''
is based upon a sound foundation and that it will
assist us in our pursuit of our strategic goal of
improving the balance between our refining
224
capacity for gasoline production and our retail
volume.
In keeping with recent market trends to provide
the consumer with more convenience, Crown
installed four Taco Bells in existing stores.
These are franchises owned by Crown and operated
in company-managed stores. A Subway restaurant
was constructed in one of our Maryland stations
and the Crown dealer is operating as the Subway
franchisee.
On a net basis, Crown ended 1995 with 8 fewer
stores due to the closing of low performing units.
Aside from expected attrition, normal for any
retail operation, the Company's downsizing program
which began four years ago is essentially
complete.
---
---
---
---
---
---
---
---
---
---
---
---
---
Two major financial agreements were concluded
during the year, one of which was mentioned
earlier. In January, the Company closed an
oversubscribed public offering of $125 million
senior notes, the proceeds of which were used to
retire existing debt with non-amortizing ten-year
notes. A second, in September, was a $130 million
revolving credit to provide working capital and
letter of credit capacity. In part, as a result
of these financial activities, there has been
increased interest in Crown from the investment
research community and industry publications.
Gasoline Marketing, an industry trade journal,
featured Crown's Tyler refinery in their very
positive cover story in the October/November 1995
issue.
As of this announcement, Crown management is in a
lockout situation at the Pasadena refinery with
the Oil, Chemical, & Atomic Workers Union. Talks
to resolve the issues are underway and the Company
is hopeful of an early settlement. Refining
operations continue uninterrupted with supervisors
and salaried employees, some drawn from other
areas of the Company.
Charles L. Dunlap, President and C.O.O., resigned
his position to pursue other investment and
business opportunities effective February 29,
1996. Crown is grateful for his leadership and
the many contributions made during his service.
We are pleased to announce that the Reverend
Harold E. Ridley, Jr., S.J., President of Loyola
College in Maryland, joined our Board of Directors
in December 1995. Mr. Malcolm McNair retired from
the Board after many years of dedicated service.
His wise counsel and seasoned judgment will be
225
greatly missed. Also, during the year, Randall M.
Trembly and George R. Sutherland, Jr., were
promoted to the position of Senior Vice President.
Management has reviewed the industry and carefully
analyzed each segment of our businesses in
relation to the level of return that shareholders
expect to be receiving on their capital. Models
and strategies for the future have been developed
for managing improvement throughout all of Crown's
operations. Crown looks forward to continued
progress in the year ahead.
The support and confidence of all Crown
shareholders and employees during this difficult
period for our industry is greatly appreciated.
Sincerely,
Henry A. Rosenberg, Jr.
Henry A. Rosenberg, Jr.
Chairman of the Board and President
March 1, 1996
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.B
<SEQUENCE>6
<TEXT>
EXHIBIT 13.b CROWN CENTRAL PETROLEUM CORPORATION
AND SUBSIDIARIES
Year in Review
Thousand of dollars, except per share amounts1995 1994 1993
----------------------------------------
-----
Financial Summary
-------------------------
Sales and operating revenues $1,864,639 $1,699,168
$1,747,411
(Loss) income before income taxes and
extraordinary (loss) (98,489) (52,836) 807
Net (loss) (70,624) (35,406) (4,300)
Net (loss) per share (7.20) (3.63) (.44)
EBITDAAL (1) 34,702 31,331 23,377
Cash flow from operating activities4,172 8,602 28,878
Total capital expenditures 41,010 34,359 40,860
Common stockholders' Equity 189,495 260,461 298,353
226
In thousands 1995 1994 1993
------------- ------------- ------
-------
Operating Summary
-------------------------
Barrels per day processed 154 148 158
Gasoline barrels produced per day 91 80 86
Distillate barrels produced per day 46 48 52
Gasoline barrels sold per day 92 84 91
1995 1994 1993
----------- ------------- ------
--------
Key Financial Statistics
-------------------------
Working capital (in millions) $45.9 $ 53.7 $ 51.8
Working capital ratio 1.22:1 1.22 : 1 1.29 : 1
Liquid assets as a percentage of current
liabilities (2) 72.2% 75.8% 80.1%
Long term debt as a percentage of total
capitalization (3) 40.7% 29.1% 18.3%
Equity ratio (4) 32.5% 37.0% 45.5%
Return on average shareholders' equity(31.4% )(12.7% )(1.4% )
Gross profit margin 5.9% 5.7% 8.2%
<FN>
(1) EBITDAAL is defined as operating inncome (loss) before
interest and taxxes (EBIT), excluding depreciation and
amortization (DA), excluding gain (loss) on sales and
abandonments of property, plant and equipment (A), and excluding
the impact on operating income (loss) of accounting for inventory
under the LIFO method compared with the FIFO method (L).
(2) Liquid assets defined as cash, cash equivalents and trade
accounts receivable.
(3) Total capitalization defined as long-term debt and common
stockholders' equity.
(4) Common stockholders' equity divided by total assets.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.C
<SEQUENCE>7
<TEXT>
EXHIBIT 13.c
Crown Central Petroleum Corporation
Directors and Officers
Board of Directors
Jack Africk #
Retired Vice Chairman
UST Inc.
George L. Bunting, Jr. #
President and CEO
Bunting Management Group
Michael F. Dacey #
President
The Evolution Consulting Group, Inc.
Robert M. Freeman #
Chairman of the Board and
Chief Executive Officer
Signet Banking corporation
Thomas M. Gibbons +
Retired Chairman of the Board
The Chesapeake and Potomac
Telephone Companies (part of Bell
Atlantic Corporation)
Patricia A. Goldman +
Retirement Senior Vice President
Corporate Communications USAir
Peter J. Holzer +
Executive Vice President
The Chase Manhattan Bank N.A.
William L. Jews +
President and Chief Executive Officer
Blue Cross and Blue Shield
of Maryland
Rev. Harold E. Ridley, Jr., S.J.
President
Loyola College in Maryland
Henry A. Rosenberg, Jr.
Chairman of the Board, President and
Chief Executive Officer of the
Corporation
+ Members of Executive
Compensation and Bonus
Committee
228
# Members of Audit Committee
Executive Committee
Jack Africk
Thomas M. Gibbons
Henry A. Rosenberg, Jr.
Officers
Henry A. Rosenberg, Jr.
Chairman of the Board, President and
Chief Executive Officer
Phillip W. Taff
Senior Vice President - Finance and
Chief Financial Officer
Edward L. Rosenberg
Senior Vice President - Administration,
Corporate Development and
Long Range Planning
John E. Wheeler, Jr.
Senior Vice President - Treasurer and
Controller
Randall M. Trembly
Senior Vice President - Refining
George R. Sutherland, Jr.
Senior Vice President - Supply and
Transportation
Thomas L. Owsley
Vice President - Legal
Frank B. Rosenberg
Vice President - Marketing
J. Michael Mims
Vice President - Human Resources
Paul J. Ebner
Vice President - Marketing Support
Services
Dennis W. Marple
Vice President - Wholesale Sales
and Terminals
Delores B. Rawlings
Secretary
William A. Wolters
Assistant Secretary
Peter G. Wolfhagan
Assistant Secretary
229
Phillip F. Hodges
Assistant Secretary
Andrew Lapayowker
Assistant Secretary
Stephen A. Noll
Assistant Treasurer
David J. Shade
Assistant Treasurer
Kim M. Melton
Assistant Treasurer
Coronet Security Systems, Inc.
Edward L. Rosenberg
Chairman of the Board
Fast Fare, Inc.
Frank B. Rosenberg
President
LaGloria Oil & Gas Company
Henry A. Rosenberg, Jr.
President
Transfer Agent and Registrar
The First National Bank of Boston
c/o Equiserve, L. P.
P. O. Box 644
Boston, Massachussetts 02102
800-736-3001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.D
<SEQUENCE>8
<TEXT>
CORPORATE INFORMATION EXHIBIT 13.d
Crown Central Petroleum Corporation is one of the
largest independent refiners and marketers of
petroleum products in the United States. The
Company operates two high-conversion refineries
in Texas with a combined capacity of 152,000
barrels per day. Crown markets its refined
products at 348 retail gasoline stations and
convenience stores in seven Mid-Atlantic and
Southeastern states. Crown's wholesale operations
extend from its Texas refineries into the
Southeastern, Mid-Atlantic and Midwestern regions
of the United States.
230
By concentrating on its core business and
maintaining a strong financial position, Crown is
able to offer quality products to its customers
and long-term value to its shareholders.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13.E
<SEQUENCE>9
<TEXT>
Crown Central Petroleum Corporation and Subsidiaries
Operating Results
Twelve Months Ended
December 31
Dollars in thousands, exxcept per share data
1995 1994
------------ -------------
Sales and operating revenues $1,864,639
$1,699,168
SFAS 121 Implementation (1) (80,524)
(Loss) before income taxes (2)
(98,489) (52,836)
(Loss) before extraordinary item (67,367)
(35,406)
(Loss) from extraordinary item (3) (3,257)
----
Net (loss)
(70,624) (35,406)
(Loss) per share before extraordinary item (6.95)
(3.63)
(Loss) per share from extraordinary item (.33)
----
Net (loss) per share
(7.28) (3.63)
Weighted average shares used in the
computation of (loss) per share 9,697,611
9,742,598
------------------------------------------------------------------------
---------------------
<FN>
(1) During the fourth quarter of 1995, the Company implemented
Statement of Financial Accounting Standard No. 121 ``
Accounting for the
Impairment of Long-Lived Assets and Long-Lived assets to be Disposed Of''
which resulted in a write-down of $80.5 million related to certain refinery
assets.
(2) Includdes the impact of implementation of SFAS 121.
231
(3) During the first quarter of 1995, the Company incurred an
extraordinary loss as a result of the early
retirement of its outstanding 10.42% Senior Notes (Notes). The
outstanding Notes were retired
on January 24, 1995 from the proceeds received from the sale of $125
million of Unsecured 10.875%
Senior Notes due February 1, 2005.
Crown Central Petroleum Corporation and Subsidiaries
Operating Statistics
Twelve Months Ended
December 31
1995 1994
------------ ----------
________
REFINING
Production (BPD - M)
155 148
Production (MMbbl)
56.5 53.9
Gross Margin ($/bbl)
2.12 2.37
Gross Profit ($MM)
119.7 127.8
Operating Cost ($/bbl)
2.26 2.52
Operating Cost ($MM) 127.7
136.1
Net Refining Profit ($MM)
(8.0) (8.3)
______
RETAIL
Number Stores
348 357
Volume (pmps - Mgal)
123 113
Volume (MMgal)
516 486
Gasoline Gross Margin ($/gal) 0.13
0.13
Gasoline Gross Profit ($MM) 65.0
63.7
232
Merchandise Sales (pmps - $M) 22.0
20.4
Merchandise Sales ($MM) 91.8
87.5
Merchandise Gross Margin (%) 28.8
27.4
Merchandise Gross Margin ($MM) 26.5
24.0
Retail Gross Profit ($MM)
91.5 87.7
Retail Operating Costs (pmps - $M) 17.2
17.1
Retail Net Profit ($MM)
19.5 14.2
Wholesale / Other ($MM)
(13.1) (23.1)
HDS Write-down ($MM)
(16.8)
SFAS No. 121 Implementation ($MM) (80.5)
Corporate Overhead ($MM) (16.3)
(18.8)
Income Tax (Expense) Benefit ($MM) 31.1
17.4
(Loss) from Extraordinary Item ($MM) (3.3)
Total Net (Loss) ($MM)
(70.6) (35.4)
Depreciation and Amortization ($MM) 36.6
42.6
Net Interest Expense ($MM) 12.1
6.6
Other Income ($MM)
2.5 0.1
LIFO Provision ($MM)
6.7 19.0
Loss (Gain) on Sales and Abandonments
of P,P & E ($MM)
80.2 16.0
EBITDAAL ($MM) 34.7
31.3
Capital Expenditures ($MM) 41.0
34.4
------------------------------------------------------------------------
------------
<FN>
BPD = Barrels per day
bbl = barrel or barrels as applicable
gal = gallon or gallons as applicable
pmps = per month per store
M = in thousands
MM = in millions
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>10
<FLAWED>
<TEXT>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<ARTICLE> 5
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<PERIOD-TYPE> 12-MOS
FINANCIAL DATA SCHEDULE
Crown Central Petroleum Corporation and Subsidiaries
(Thousands of dollars, except per share amounts)
December 31
1995
-----------------
(Unaudited)
<CASH> 5,163
<SECURITIES> 36,882
<RECEIVABLES> 107,330
<ALLOWANCES> 1,531
<INVENTORY> 96,025
<CURRENT-ASSETS> 250,601
<PP&E> 624,338
<DEPRECIATION> 322,358
<TOTAL-ASSETS> 583,214
<CURRENT-LIABILITIES> 204,670
<BONDS> 128,506
<PREFERRED-MANDATORY> 0
<PREFERRED> 0
<COMMON> 49,765
<OTHER-SE> 139,730
<TOTAL-LIABILITY-AND-EQUITY> 583,214
<SALES> 1,864,639
<TOTAL-REVENUES> 1,864,639
<CGS> 1,753,886
<TOTAL-COSTS> 1,753,886
<OTHER-EXPENSES> 199,249
<LOSS-PROVISION> 396
<INTEREST-EXPENSE> 14,948
<INCOME-PRETAX> (98,489)
<INCOME-TAX> (31,122)
<INCOME-CONTINUING> (67,367)
<DISCONTINUED> 0
<EXTRAORDINARY> (3,257)
<CHANGES> 0
<NET-INCOME> (70,624)
<EPS-PRIMARY> (7.28)
<EPS-DILUTED> (7.28)