Exhibit 4.8
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AMENDMENT NO. 1
TO THE HARMON ASSOC., CORP.
PROFIT SHARING PLAN
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WHEREAS, Section 17.1 of the Harmon Assoc., Corp. Profit Sharing Plan,
as amended and restated effective as of January 1, 1995 (the "Plan"), provides
that the Plan may be amended by Harmon Assoc., Corp. (the "Company") in
accordance with the terms of such Section; and
WHEREAS, the Company desires to amend the Plan in certain respects;
NOW, THEREFORE, the Plan is hereby amended, effective as of April 1,
1996, except as otherwise noted below, as follows:
1. Article 2 of the Plan is hereby amended by adding the following
new Section 2.9A immediately following Section 2.9 thereof:
2.9A Common Stock Fund. "Common Stock Fund" shall mean one of
the investment funds established by the Investment Advisory
Board pursuant to Section 4.4, which investment fund shall
be invested in Company Shares.
2. Article 2 of the Plan is hereby amended by adding the following
new Section 2.12A immediately following Section 2.12 thereof:
2.12A Company Shares. "Company Shares" shall mean shares of
common stock of Fort Howard Corporation.
3. Section 2.53 of the Plan is hereby amended, effective as of
January 1, 1996, to provide as follows:
2.53 Trustee. "Trustee" shall mean the Bankers Trust Company,
which is the Trustee of the Fort Howard Profit Sharing
Retirement Master Trust, which is part of this Plan.
4. Section 2.54 of the Plan is hereby amended to add the following
new sentence at the end of that Section:
It is anticipated that Participants' Accounts shall be
valued every business day or as frequently as permitted
under the applicable investment vehicle.
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5. Section 4.4 of the Plan is hereby amended to provide as follows:
4.4 Investment of Contributions. Contributions made to the
Plan by or on behalf of a Participant shall be invested in
such investment fund or funds, or any of them, and in such
amounts as determined by the Investment Advisory Board in
its sole discretion, including the Common Stock Fund.
Participants shall direct the manner in which their Account
balances are to be invested in accordance with such uniform
and nondiscriminatory rules and procedures as the
Investment Advisory Board may adopt, including but not
limited to the following:
(a) Subject to paragraph (c) below, Participant may
elect, not more often than once every ninety (90)
days, to change his investment election with
respect to future contributions made by him or on
his behalf.
(b) Subject to paragraph (c) below, a Participant may
elect, not more often than once every ninety (90)
days, to reallocate his existing Accounts among
the available investment funds.
(c) In no event may a Participant elect that more
than fifty (50) percent of future contributions
made by him or on his behalf be invested in the
Common Stock Fund; nor may a Participant elect to
reallocate his existing Accounts so that more
than ten (10) percent of his existing Accounts is
invested in the Common Stock Fund.
6. Article 4 of the Plan is hereby amended by adding the following
new Section 4.6 immediately following Section 4.5 thereof:
4.6 Stock Rights of Participants.
(a) Voting Rights. Each Participant (or, in the
event of his death, his Beneficiary) shall have the right
to direct the Trustee as to the manner in which his
proportionate share of Company Shares held in the Common
Stock Fund are to be voted on each matter brought before an
annual or special stockholders' meeting of the Company.
Before each such meeting of stockholders, the Investment
Advisory Board shall cause to be furnished to each
Participant (or Beneficiary) a copy of the proxy
solicitation material, together with a form requesting
confidential directions on how such Participant's
proportionate share of Company Shares held in the Common
Stock Fund shall be voted on each such matter. Upon timely
receipt of such directions, the Trustee shall on each such
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matter vote as directed a number of shares (including
fractional shares) of Company Shares representing the
Participant's proportionate interest in Company Shares held
in the Common Stock Fund. The instructions received by the
Trustee from Participants shall be held by the Trustee in
confidence and shall not be divulged or released to any
person, including officers or employees of the Company or
any Affiliated Company. The Trustee shall vote Company
Shares with respect to which it has not received direction
in the same proportion as Company Shares with respect to
which it has received Participants' (or Beneficiaries')
directions.
(b) Rights on Tender or Exchange Offer. Each
Participant (or, in the event of his death, his
Beneficiary) for purposes of this Section 4.6(b) is hereby
designated a "named fiduciary" within the meaning of
Section 403(a)(1) of ERISA and shall have the right, to the
extent of his proportionate interest in Company Shares held
in the Common Stock Fund, to direct the Trustee in writing
as to the manner in which to respond to a tender or
exchange offer with respect to Company Shares. The
Investment Advisory Board shall use its best efforts to
timely distribute or cause to be distributed to each
Participant (or Beneficiary) such information as will be
distributed to stockholders of the Company in connection
with any such tender or exchange offer. Upon timely
receipt of such instructions, the Trustee shall respond as
instructed with respect to a number of Company Shares
representing such Participant's proportionate interest in
Company Shares held in the Common Stock Fund. The
instructions received by the Trustee from Participants
shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or
employees of the Company or any Affiliated Company. If the
Trustee shall not receive timely instruction from a
Participant (or Beneficiary) as to the manner in which to
respond to such a tender or exchange offer, the Trustee
shall not tender or exchange any Company Shares with
respect to which such Participant has the right of
direction.
(c) Appointment of Fiduciary. The Investment
Advisory Board shall be designated, under Section 404(c) of
ERISA, as the fiduciary responsible for ensuring that (i)
the procedures adopted by the Company with respect to the
exercise of the foregoing voting and tender rights are
sufficient to safeguard the confidentiality of information
related to such exercise; (ii) such procedures are being
followed by the Company; and (iii) an independent fiduciary
is appointed whenever the Investment Advisory Board deems
it appropriate for the proper exercise of the foregoing
voting and tender rights.
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7. Section 5.1(b) of the Plan is hereby amended to delete the word
"written" from the second sentence of that Section.
8. Section 5.1(d) of the Plan is hereby amended by deleting the last
sentence of that Section and by replacing it with the following:
The Company shall remit the Deferred Wage Contributions to
the Trustee as soon as practicable after such Deferred Wage
Contributions are withheld from the participant's pay.
9. Section 5.2(a) of the Plan is hereby amended by deleting the first
sentence of that Section and by replacing it with the following:
The amount of a Participant's Compensation that may be
deferred subject to the election provided in Section 5.1
shall not be less than one percent (1%) nor more than ten
percent (10%) of his Compensation.
10. Section 6.2(e) of the Plan is hereby amended by deleting the
phrase "making the allocations of Company Contributions under this
Article VI" from that Section and by replacing it with the phrase
"Article XV of the Plan".
11. Section 6.2 of the Plan is hereby amended by deleting Paragraph
(f) of that Section.
12. Section 6.3 of the Plan is hereby amended to provide as follows:
6.3 Valuation of Participants' Accounts. Participants'
Accounts invested in the various investment funds will be
maintained on the basis of dollar values or units that may
be converted to dollar values or Company Shares. Pursuant
to rules established by the Investment Advisory Board and
applied on a uniform and nondiscriminatory basis,
Participants' Accounts will be valued on each Valuation
Date to reflect the fair market value (as determined by the
Trustee) of the various investment funds as of such date,
including adjustments to reflect any distributions
(including withdrawals), contributions, rollovers,
transfers between investment funds, income, losses,
appreciation, or depreciation with respect to such accounts
since the previous Valuation Date.
13. Section 8.1 of the Plan is hereby amended to provide as follows:
8.1 Commencement of Benefits. Subject to the following rules
of this Article VIII, a Participant's benefit shall not be
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distributed prior to his Severance, but shall be
distributed as soon as administratively practicable
thereafter.
14. Section 8.9 of the Plan is hereby amended by adding the following
new sentence at the end of Paragraph (e) thereof:
Payment of amounts withdrawn by a Participant under this
Section 8.9 shall be made pro rata from the investment
funds in which the Participant's Deferred Wage Contribution
Account, Rollover Contribution Account or Voluntary
Contribution Account, as the case may be, is invested.
15. Section 8.13 of the Plan is hereby amended by deleting the third
and fourth sentences of that Section and by replacing them with
the following:
The Investment Advisory Board shall determine the amount of
such withdrawal, but in no event shall the cumulative
amount of such withdrawals exceed the lesser of (i) the
total amount of the Participant's Deferred Wage
Contributions or (ii) the balance of the Participant's
Deferred Wage Contribution Account immediately preceding
such withdrawal. Payment of amounts withdrawn by a
Participant shall be made pro rata from the investment
funds in which the Participant's Deferred Wage Contribution
Account is invested.
16. Section 8.14 of the Plan is hereby amended by adding the following
sentence at the end of that Section:
All distributions under this Section 8.14 shall be paid in
cash, except as provided in Section 8.16.
17. Article 8 of the Plan is hereby amended by adding the following
new Section 8.16 immediately following Section 8.15 thereof:
8.16 Distribution in Company Shares. A Participant who is
entitled to receive a distribution under Section 8.14 may
decide, in accordance with such rules as the Investment
Advisory Board may establish, to receive that portion of
his Accounts that is invested in the Common Stock Fund in
an equivalent number of Company Shares as determined by the
Trustee. Such Company Shares shall be valued at their then
fair market value as determined by the Trustee.
Withdrawals under Sections 8.9 and 8.13 shall be paid in
cash.
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18. Section 11.7 of the Plan is hereby amended by deleting the phrase
"in writing" from the first sentence of that Section.
19. Section 15.5(f) of the Plan is hereby amended by deleting
Paragraph (i) of that Section and by replacing it with the
following:
(i) The amount in the Suspense Account shall first be
allocated to Participants on the same basis as specified in
Paragraph (c) above, with the allocation to be made to the
maximum extent permissible under the Annual Additions
limitations of this Article XV; and
20. Section 18.3 of the Plan is hereby amended to provide as follows:
18.3 Notices and Communications. All applications, notices,
designations, elections, and other communications from
Participants shall be made in accordance with procedures
prescribed by the Investment Advisory Board.
22. In all other respects, the Plan is hereby ratified and approved.
Executed this 20th day of March, 1996.
HARMON ASSOC., CORP.
By:/S/James W. Nellen II
Title: Vice President
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