EXHIBIT 10.32
REYNOLDS METALS COMPANY
SUPPLEMENTAL LONG TERM DISABILITY PLAN FOR EXECUTIVES
Effective January 1, 1994
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the Plan is to assist the Company in attracting
and retaining qualified individuals to serve as executives and to provide
eligible executives with supplemental long term disability coverage.
ARTICLE II
DEFINITIONS
2.01 "Company" shall mean Reynolds Metals Company, a Delaware
corporation.
2.02 "Effective Date" shall mean January 1, 1994.
2.03 "Eligible Executive" shall mean an individual (a) who is
employed by the Company or one of its subsidiaries as a salaried employee
on or after the Effective Date and (b) whose monthly earnings (as that term
is defined in the Long Term Disability Plan) when multiplied by twelve
would equal or exceed $200,000.
2.04 "Long Term Disability Plan" shall mean the group long term
disability plan for salaried employees maintained by the Company to provide
long term disability coverage based on monthly earnings (as that term is
defined in the Long Term Disability Plan), as such plan may be amended,
modified or replaced from time to time.
2.05 "Participant" shall mean each Eligible Executive who is
covered by the Long Term Disability Plan.
2.06 "Plan" shall mean this Reynolds Metals Company Supplemental
Long Term Disability Plan for Executives.
2.07 "Plan Committee" shall mean the committee appointed by the
Chief Executive Officer of the Company to administer the Plan.
ARTICLE III
PLAN BENEFITS
3.01 If a Participant is receiving benefits from the Long Term
Disability Plan, the Company shall pay the Participant a supplemental long
term disability benefit each month equal to the excess, if any, of (a) an
amount equal to what the Participant's benefit would be under the terms of
the Long Term Disability Plan if the maximum benefit under that plan were
$25,000 a month over (b) the benefit actually paid to the Participant under
the Long Term Disability Plan for the month.
3.02 Except as set forth in Section 3.01 above, no benefit shall
be paid under the Plan upon the disability of a Participant. No benefit
shall be payable under the Plan in any event for any month during which the
Participant is not eligible for and in receipt of payments under the Long
Term Disability Plan.
3.03 In no event shall any benefit be payable under the Plan
after a Participant retires.
ARTICLE IV
EMPLOYMENT BY COMPETITOR
In the event a Participant engages in the operation or management
of a business (whether as owner, partner, director, officer, employee, or
otherwise) which at such time either is in substantial competition with the
Company or with one of its subsidiaries, or which renders advice to a
business which is in substantial competition with the Company or a
subsidiary, coverage under the Plan shall cease. The determination of
whether or not a Participant has engaged in any proscribed activity so as
to cause the cessation of coverage under the Plan shall be made by the Plan
Committee, whose determination shall be final, binding and conclusive.
ARTICLE V
ADMINISTRATION
The Plan Committee shall have full responsibility and authority
to interpret and administer the Plan, including the power to promulgate
rules of Plan administration, the power to settle any disputes as to rights
or benefits arising from the Plan, the power to appoint agents and delegate
its duties, and the power to make such decisions or take such actions as
the Plan Committee, in its sole discretion, deems necessary or advisable to
aid in the proper administration of the Plan. Actions and determinations
by the Plan Committee shall be final, binding and conclusive for all
purposes of the Plan.
ARTICLE VI
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
6.01 The Board of Directors of the Company may from time to time
amend, suspend or terminate the Plan, in whole or in part.
6.02 The Plan shall automatically terminate if the Long Term
Disability Plan is modified so that the benefit payable thereunder can
equal or exceed $25,000 a month.
6.03 No amendment, suspension or termination of the Plan shall
materially adversely affect the payment of a benefit already due under the
Plan as the result of the disability of a Participant prior to such
amendment, suspension or termination.
ARTICLE VII
FUNDING
No promises under the Plan shall be secured by any specific
assets of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises. Benefit
payments shall be made from the Company's general assets.
ARTICLE VIII
GENERAL PROVISIONS
8.01 Neither the establishment of the Plan nor the payment of
any benefits hereunder nor any action of the Company, including its Board
of Directors, in connection therewith shall be held or construed to confer
upon any individual any legal right to remain an officer or an employee of
the Company or any of its subsidiaries.
8.02 No benefit under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
or charge, except by will or the laws of descent and distribution, and any
attempt thereat shall be void. No such benefit shall, prior to receipt
thereof, be in any manner liable for or subject to the recipient's debts,
contracts, liabilities, engagements, or torts.
8.03 The Plan shall inure to the benefit of, and be binding
upon, the Company and each Participant, and upon the successors and assigns
of the Company and of each Participant.
8.04 The Company shall deduct from the amount of any payments
hereunder all taxes required to be withheld by applicable laws.
8.05 The Plan shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Virginia.
Executed and adopted this 31st day of May, 1994, pursuant to
action taken by the Board of Directors of Reynolds Metals Company at its
meeting on November 19, 1993.
REYNOLDS METALS COMPANY
By Donald T. Cowles
Title: Executive Vice President,
Human Resources and External Affairs