OWENS CORNING
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Effective as of January 1, 1998
OWENS CORNING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Table of Contents
Page
Article I. Establishment and Purpose of the Plan 1
1.1 Establishment of the Plan 1
1.2 Purpose of the Plan 1
Article II. Definitions 2
2.1 Actuarial Equivalent 2
2.2 Administrator 2
2.3 Affiliate 2
2.4 Beneficiary 2
2.5 Board of Directors 3
2.6 Cash Balance Account 3
2.7 Cash Balance Plan 3
2.8 Code 3
2.9 Eligible Employee 3
2.10 Employer 4
2.11 Excess Plan 4
2.12 Hire Date 4
2.13 Offset Amount 4
2.14 Plan 4
2.15 Prior Accrued Retirement Benefits 4
2.16 Supplemental Retirement Benefit 6
2.17 Supplement Survivor's Benefit 6
Article III. Supplemental Retirement Benefit 7
3.1 Eligible Employees 7
3.2 Supplemental Retirement Benefit 7
3.3 Supplemental Survivor's Benefit 10
Article IV. Forfeiture of Supplemental Benefits 11
4.1 Disclosure of Proprietary Information 11
4.2 Direct Competition with the Employer or an Affiliate 12
4.3 Discharge for Just Cause 12
Article V. Form of Payment 14
Article VI. Nature of Interest of Participant 15
6.1 Unsecured General Creditor 15
6.2 Trust Fund 15
6.3 No Right to Transfer Interest 16
Article VII. Administration 17
7.1 Administrator 17
7.2 Powers of the Administrator 17
7.3 Finality of Administrator Determinations 18
Article VIII. Miscellaneous 19
8.1 Amendment, Suspension, and Termination 19
8.2 Board of Directors' Power to Delegate Authority 19
8.3 Indemnification 20
8.4 No Employment Rights 20
8.5 No Impact on Other Benefits 21
8.6 Incapacity of Recipient 21
8.7 Data 21
8.8 Misstatements 21
8.9 Taxes 22
8.10 Applicable Law 22
8.11 Usage of Terms and Headings 22
APPENDIX A. Employees Eligible for Supplemental
Retirement Benefits A-1
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OWENS CORNING SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
[Effective as of January 1, 1998]
ARTICLE I
ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1 Establishment of the Plan. Effective as of January 1, 1998,
Owens Corning hereby establishes the "Owens Corning Supplemental
Executive Retirement Plan."
1.2 Purpose of the Plan. The Plan is intended to constitute an
unfunded program maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees consistent with the requirements of Sections
201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). The Plan provides
supplemental retirement income to Eligible Employees.
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ARTICLE II
DEFINITIONS
The following words and phrases as used in this Plan
have the following meanings:
2.1 Actuarial Equivalent. The term "Actuarial
Equivalent" shall have the same meaning as the term "GATT
Assumptions" as defined in Appendix B of the Cash Balance
Plan.
2.2 Administrator. The term "Administrator" means the
individual described in Section 7.1 who is designated to
administer the Plan.
2.3 Affiliate. The term "Affiliate" shall have the
same meaning given to such term by the Cash Balance Plan.
2.4 Beneficiary. The term "Beneficiary" means the
person or persons designated by the Eligible Employee to
receive the death benefit under the Cash Balance Plan after
the death of the Eligible Employee.
2.5 Board of Directors. The term "Board of Directors"
means the Board of Directors of Owens Corning.
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2.6 Cash Balance Account. The term "Cash Balance
Account" means the Eligible Employee's "Account" (as defined
under the Cash Balance Plan) determined in accordance with
the Cash Balance Plan and increased to reflect any benefits
accrued on behalf of the Eligible Employee under the Excess
Plan.
2.7 Cash Balance Plan. The term "Cash Balance Plan"
means the Owens Corning Cash Balance Pension Plan, which is
part of the Owens Corning Merged Retirement Plan and is set
forth in Attachment 1 to the Owens Corning Merged Retirement
Plan, as amended.
2.8 Code. The term "Code" means the Internal Revenue
Code of 1986, as amended.
2.9 Eligible Employee. The term "Eligible Employee"
means an individual who meets the requirements of Section
2.10 Employer. The term "Employer" means Owens Corning
and any other Affiliate that has adopted the Cash Balance
Plan.
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2.11 Excess Plan. The term "Excess Plan" means the
Owens-Corning Fiberglas Corporation Executive Supplemental
Benefit Plan, as amended and restated effective April 1,
1992, and as amended from time to time thereafter.
2.12 Hire Date. The term "Hire Date" means the date on
which the Eligible Employee was first employed with the
Employer or such other date as provided in Appendix A for
such Eligible Employee.
2.13 Offset Amount. The term "Offset Amount" means the
amount applicable to an Eligible Employee as determined under
Section 3.2(c).
2.14 Plan. The term "Plan" means the "Owens Corning
Supplemental Executive Retirement Plan" as set forth herein
and as amended from time to time.
2.15 Prior Accrued Retirement Benefits. The term "Prior
Accrued Retirement Benefits" means all nonforfeitable
retirement benefits accrued on behalf of an Eligible Employee
under any "pension plan" (as defined in Section 3(2) of
ERISA), including all tax-qualified and non-tax-qualified
defined benefit and defined contribution plans other than any
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defined contribution plan that the Administrator determines
was not the primary source of the Eligible Employee's
retirement benefits from his or her prior employer,
determined as of the date the Eligible Employee is first
employed with the Employer, and expressed,
(1) in the case of a "defined benefit plan" (as defined
in ERISA section 3(35)), in the form of a single
life annuity commencing at the participant's normal
retirement age under such plan (or the age 65
single life annuity Actuarial Equivalent of the
accrued benefit under such plan, if such a form is
not available under the plan), and
(2) in the case of a defined contribution plan, as the
aggregate lump sum balance of all accounts under
such plan (or the Actuarial Equivalent of such
account balances, if a lump sum benefit is not
available under the plan) other than the portion of
any accounts attributable to qualified cash or
deferred arrangements maintained pursuant to Code
section 401(k), employer matching contributions and
employee contributions made pursuant to Code
section 401(m), or to any other amounts
attributable to employee contributions. For
purposes of this Section, any pension plan (within
the meaning of section 3(2) of ERISA) which is not
a defined benefit plan shall be treated as a
defined contribution plan.
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2.16 Supplemental Retirement Benefit. The term
"Supplemental Retirement Benefit" means a benefit that is
payable to an Eligible Employee in accordance with Article
III of this Plan.
2.17 Supplemental Survivor's Benefit. The term
"Supplemental Survivor's Benefit" means a benefit that is
payable to a Beneficiary in accordance with Article III of
this Plan.
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ARTICLE III
SUPPLEMENTAL RETIREMENT BENEFIT
3.1 Eligible Employees. An individual is an Eligible
Employee if he or she is a member of a select group of
management or highly compensated employees of an Employer,
and he or she --
(1) is named in Appendix A to this Plan,
(2) is 100% vested in his or her benefit under the Cash
Balance Plan,
(3) provides the Administrator, within 6 months of the
later of his or her Hire Date or the date his or
her name is first included in Appendix A to this
Plan, with written evidence, in a form satisfactory
to the Administrator, of his or her Prior Accrued
Retirement Benefits, and
(4) does not forfeit the Supplemental Retirement
Benefit under the provisions of Article IV.
3.2 Supplemental Retirement Benefit.
(a) An Eligible Employee shall be entitled to a
Supplemental Retirement Benefit as determined under Sections
3.2(b) and (c) upon his or her termination of employment with
all Employers.
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(b) An Eligible Employee's Supplemental Retirement
Benefit shall be a single sum amount equal to (1) the product
of the Eligible Employee's Cash Balance Account, determined
as of the first day of the first calendar month following the
Eligible Employee's date of termination of employment with
the Employer, multiplied by the factor applicable to the
Eligible Employee under the chart below, minus (2) the
Eligible Employee's Offset Amount as determined under Section
3.2(c).
Age at Hire Date Factor
30 0.50
35 1.00
40 1.50
45 2.00
50 2.50
55 4.00
60 1.50
65 or older 0.00
The factor for a participant with an age at Hire Date
between two ages set forth above shall be determined by
interpolating between the applicable factors based on
the Eligible Employee's attained, whole years of age as
of his or her Hire Date.
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(c) An Eligible Employee's Offset Amount shall
equal the sum of --
(1) the Actuarial Equivalent present value, determined
as of the first day of the first calendar month following
the Eligible Employee's date of termination of
employment with the Employer, of the Eligible
Employee's Prior Accrued Retirement Benefits
attributable to defined benefit plans (as described
in Section 2.15(1)), plus
(2) the Eligible Employee's Prior Accrued Retirement
Benefits attributable to defined contribution plans
(as described in Section 2.15(2)) increased for
interest, for the period beginning on the Eligible
Employee's date of hire with the Employer and
ending on the first day of the first calendar month
following his or her date of termination of
employment with the Employer, determined in
accordance with the method described in the Cash
Balance Plan for determining "Interest Credits" (as
defined in the Cash Balance Plan).
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3.3 Supplemental Survivor's Benefit. Upon the death
of an Eligible Employee, his or her Beneficiary shall be paid
the Supplemental Retirement Benefit that would have been
payable to the Eligible Employee determined as of the
Eligible Employee's date of death, or, if earlier, his or her
date of termination of employment with the Employer.
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ARTICLE IV
FORFEITURE OF SUPPLEMENTAL BENEFITS
4.1 Disclosure of Proprietary Information. The
Supplemental Retirement Benefits otherwise payable under the
terms of this Plan shall be forfeited and the Employer and
the Plan shall have no additional liability if an Eligible
Employee discloses, divulges, publishes or otherwise reveals
either directly or through another, to any person, firm or
corporation, any knowledge or information concerning any
Employer or Affiliate inventions, devices, technical data,
strategic plans (business and technical), or financial data
(including any data classified as "Secret and Proprietary
Information"), which knowledge or information has in any way
been disclosed to or acquired by the Eligible Employee during
the term of his or her employment with the Employer or an
Affiliate. Such knowledge or information shall not include
knowledge or information which:
(1) is or was in the public domain at the time of its
disclosure to the Eligible Employee; or,
(2) enters the public domain after the date of
disclosure to the Eligible Employee except where
such entry is a result of a breach by the Eligible
Employee of this Section; or,
(3) is disclosed to the Eligible Employee by a third
party having a bona fide right to make such
disclosure, or is otherwise lawfully obtained from
other sources; or,
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(4) is disclosed to others by the Employer or Affiliate
without restriction.
4.2 Direct Competition with the Employer or an
Affiliate. The Supplemental Retirement Benefits payable
under the terms of this Plan shall be forfeited and the
Employer and the Plan shall have no further liability to an
Eligible Employee if said Eligible Employee directly or
indirectly, in any capacity, performs any compensated service
for, be employed by or become associated in any firm,
corporation or partnership engaged in the manufacture,
production or sale of products which compete with products
produced or sold by the Employer or an Affiliate. For the
purposes of this Plan, products shall be limited to these
which are manufactured, produced or sold by the Employer or
an Affiliate as described in the Employer's or Affiliate's
most recent Annual Report to its stockholders.
4.3 Discharge for Just Cause. The Supplemental
Retirement Benefits otherwise payable under the terms of this
Plan shall be forfeited and the Employer and the Plan shall
have no further liability if the employment of said Eligible
Employee by the Employer or Affiliate is terminated or
otherwise ceases for "Just Cause." "Just Cause" shall mean
discharge or resignation as the direct result of any act or
omission which constitutes a misdemeanor or a felony, or
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which clearly evidences fraud or dishonesty on the part of
the Eligible Employee.
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ARTICLE V
FORM OF PAYMENT
A Supplemental Retirement Benefit or Supplemental
Survivor's Benefit payable under this Plan shall be payable
to the Eligible Employee or Beneficiary, as applicable, in
the form of a lump sum payment to be made as soon as
administratively practicable following the Eligible
Employee's termination of employment with the Employer and
all Affiliates, or, if applicable, following the Eligible
Employee's death.
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ARTICLE VI
NATURE OF INTEREST OF PARTICIPANT
6.1 Unsecured General Creditor. The interests of
Eligible Employees and Beneficiaries in the Plan shall be
that of unsecured general creditors, with no secured or
preferential right to any assets of Owens Corning or any
Employer, Affiliate, or any other party for payment of
benefits under this Plan. Any property held by Owens Corning
or any Employer for the purpose of generating the cash flow
for benefit payments shall remain its general, unpledged and
unrestricted assets. Any Employer's obligation under the
Plan shall be an unfunded and unsecured promise to pay
benefits in the future.
6.2 Trust Fund. Each Employer shall be responsible for
the payment of benefits provided under the Plan to its
Eligible Employees. At its discretion, the Employer may
establish one or more trusts, with such trustees as the Board
of Directors may approve, for the purpose of providing for
the payment of such benefits. Any trustee so appointed shall
be bonded in a manner satisfactory to the Employer. Whether
or not such a trust is irrevocable, its assets shall at all
times be subject to the claims of the Employer's general
creditors in the event of the Employer's insolvency. To the
extent any benefits provided under the Plan are paid from
such trust, the Employer shall have no further obligation to
pay Plan benefits.
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Plan benefits not paid from the trust
shall remain the obligation of the Employer.
6.3 No Right to Transfer Interest. Rights to benefits
payable under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
or encumbrance.
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ARTICLE VII
ADMINISTRATION
7.1 Administrator. (a) Except as provided in (b)
below, the Plan shall be administered by the Senior Vice
President of Human Resources of Owens Corning, or, by the
individual who holds the functional equivalent of such
position.
(b) The Chairman and Chief Executive Officer of
Owens Corning shall be the Administrator with respect to any
matters involving the participation in this Plan of the
individual described in (a) above.
7.2 Powers of the Administrator. The Administrator's
powers shall include, but shall not be limited to, the power
to adopt rules consistent with the Plan; the power to decide
all questions relating to the interpretation of the terms and
provisions of the Plan; the power to resolve all other
questions arising under the Plan (including, without
limitation, the power to remedy possible ambiguities,
inconsistencies, or omissions by a general rule or particular
decision); and the power to designate all or a part of the
previously described powers to another employee of Owens
Corning. The Administrator shall have full and absolute
discretion and authority to exercise each of the foregoing
powers.
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7.3 Finality of Administrator Determinations. Determinations
by the Administrator and any interpretation, rule,
or decision adopted by the Administrator under the Plan or in
carrying out or administering the Plan shall be final and
binding for all purposes and upon all interested persons,
their heirs, and their personal representatives.
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ARTICLE VIII
MISCELLANEOUS
8.1 Amendment, Suspension, and Termination.
(a) The Board of Directors shall have the right
to amend, suspend, or terminate the Plan at any time.
(b) The Board of Directors or the Chairman and
Chief Executive Officer of Owens Corning shall have the right
to amend Appendix A of the Plan at any time to designate
additional individuals eligible to participate in the Plan.
(c) The Vice President of Human Resources of Owens
Corning, or the individual who holds the functional
equivalent of such position, may adopt minor amendments to
the Plan without prior approval of the Board of Directors
that (i) are necessary or advisable for purposes of
compliance with applicable laws and regulations, (ii) relate
to administrative practices, or (iii) have an insubstantial
financial effect on Plan benefits and expenses.
8.2 Board of Directors' Power to Delegate Authority.
The Board of Directors may, in its discretion, delegate to
any person or persons all or any part of the Board's
authority and responsibility under the Plan, including,
without limitation, the authority to amend the Plan.
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8.3 Indemnification. Owens Corning shall indemnify any
individual who is a director, officer or employee of an
Employer, or his or her heirs and legal representatives,
against all liability and reasonable expense, including
counsel fees, amounts paid in settlement and amounts of
judgments, fines or penalties, incurred or imposed upon him
or her in connection with any claim, action, suit or
proceeding, whether civil, criminal, administrative or
investigative, in connection with his or her duties under the
Plan, provided that such act or omission does not constitute
gross negligence or willful misconduct.
8.4 No Employment Rights. No provisions of the Plan or
any action taken by an Employer, the Board of Directors, or
the Administrator shall give any person any right to be
retained in the employ of an Employer, and each Employer
specifically reserves the right and power to dismiss or
discharge any Eligible Employee.
8.5 No Impact on Other Benefits. Amounts accrued under
this Plan shall not be included in an Eligible Employee's
compensation for purposes of calculating benefits under any
other plan, program or arrangement sponsored by an Employer
or Affiliate.
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8.6 Incapacity of Recipient. If an Eligible Employee
or Beneficiary entitled to a distribution under the Plan is
living under guardianship or conservatorship, distributions
payable under the terms of the Plan to such recipient shall
be paid to the appointed guardian or conservator and such
payment shall be a complete discharge of any liability of all
Employers.
8.7 Data. Each Eligible Employee and Beneficiary shall
furnish the Employer with all proofs of dates of birth and
death and other proofs necessary for the administration of
the Plan, and no Employer shall be liable for the fulfillment
of any obligations in any way dependent upon such information
unless and until the same shall have been received by the
Employer in form satisfactory to it.
8.8 Misstatements. If any relevant fact relating to
any person is found to have been misstated, the benefit
payable to an Eligible Employee or Beneficiary shall be the
benefit which would have been provided on the basis of the
correct information. Any excess payments due to such
misstatement shall be refunded to the Employer or withheld by
it from any further amounts otherwise payable, and any
underpayment shall be paid to the Eligible Employee or
Beneficiary as soon as administratively practicable.
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8.9 Taxes. To the extent required by law, amounts
credited under the Plan shall be subject to Federal social
security and unemployment taxes during the year the services
giving rise to such contributions were performed (or, if
later, when the amounts are not subject to a substantial risk
of forfeiture). Each Employer shall withhold from any
distributions made pursuant to the Plan such amounts as may
be required by Federal, state or local law.
8.10 Applicable Law. The Plan shall be construed and
administered under the laws of the State of Ohio, except to
the extent that such laws are preempted by ERISA.
8.11 Usage of Terms and Headings. Words in the
masculine gender shall include the feminine and the singular
shall include the plural, and vice versa, unless qualified by
the context. Any headings are included for ease of reference
only, and are not to be construed to alter the terms of the
Plan.
IN WITNESS WHEREOF, Owens Corning has caused this Plan,
to be effective as of January 1, 1998, to be executed on its
behalf by the undersigned duly authorized officer this 13th
day of May, 1998.
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Owens Corning
By: /s/ Robert C. Lonergan
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Robert C. Lonergan
Senior Vice President - Strategic Resources
A-1
APPENDIX A
EMPLOYEES ELIGIBLE FOR SUPPLEMENTAL
RETIREMENT BENEFITS
Employee Name Title