EXHIBIT 10.5
REYNOLDS METALS COMPANY
SUPPLEMENTAL DEATH BENEFIT PLAN FOR OFFICERS
As Amended and Restated
Effective April 16, 1999
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
officers and to provide eligible officers and other eligible
employees with supplemental death benefit coverage.
ARTICLE II
DEFINITIONS
2.01 "Basic Insurance Plan" shall mean the basic group
term life insurance plans for salaried employees and retirees
maintained by the Company at its expense to provide
noncontributory life insurance coverage based on annual earnings
(as that term is defined in the Basic Insurance Plan), as such
plans may be amended, modified or replaced from time to time.
2.02 "Beneficiary" shall mean the individual or entity
designated by the Participant to receive the death benefit
payable under the Plan upon the Participant's death. If no such
designation is made, or if the designated individual predeceases
the Participant or the entity no longer exists, then the
Beneficiary shall be the Participant's estate.
2.03 "Company" shall mean Reynolds Metals Company, a
Delaware corporation.
2.04 "Effective Date" shall mean January 1, 1987.
2.05 "Eligible Officer" shall mean an individual who is
employed by the Company or one of its subsidiaries on or after
the Effective Date and who has served as an officer during any
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three (3) year period. For purposes of the preceding sentence,
an officer is any individual (a) who is elected to serve as an
officer or assistant officer of the Company or (b) who is
otherwise treated as an officer of the Company for compensation
purposes as evidenced by virtue of having his compensation
approved by the Compensation Committee of the Board of Directors
of the Company.
2.06 "Participant" shall mean (a) each Eligible Officer
employed by the Company or one of its subsidiaries and (b) each
Eligible Officer who leaves the employ of the Company or one of
its subsidiaries on or after the Effective Date at a time when he
is eligible to receive an immediate retirement benefit from the
Company or a subsidiary. In addition, effective August 1, 1995,
the term "Participant" shall include any employee of the Company
or a subsidiary to the extent such individual (x) is eligible to
participate in the Split Dollar Program, and (y) elects to
participate in the Split Dollar Program, but (z) is determined by
the insurance company to be ineligible for Split Dollar Program
coverage during the underwriting process.
2.07 "Plan" shall mean this Reynolds Metals Company
Supplemental Death Benefit Plan for Officers.
2.08 "Plan Committee" shall mean the committee
appointed by the Chief Executive Officer of the Company to admin
ister the Plan.
2.09 "Split Dollar Program" shall mean the program of
life insurance offered by the Company under which an eligible
employee of the Company or a subsidiary waives coverage under the
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Basic Insurance Plan and instead becomes insured by an individual
permanent insurance policy owned by the eligible employee or by
an individual or entity designated by the eligible employee.
ARTICLE III
PLAN BENEFITS
3.01 If a Participant who has attained age sixty-five
(65) dies on or after the Effective Date while still employed by
the Company or one of its subsidiaries, the Company shall pay the
Participant's Beneficiary a supplemental death benefit equal to
the excess, if any, of (a) an amount equal to the Participant's
annual earnings in effect for purposes of the Basic Insurance
Plan at the time of death over (b) the sum of (i) the proceeds
actually paid under the Basic Insurance Plan upon the
Participant's death plus (b) in the case of any Participant who
is also covered by the Split Dollar Program, the equivalent of
the death benefit payable under the Split Dollar Program upon the
death of the Participant.
3.02 If a retired Participant dies on or after the
Effective Date while still covered by the Plan pursuant to
Section 2.06, the Company shall pay the Participant's Beneficiary
a supplemental death benefit equal to the excess, if any, of (a)
an amount equal to the Participant's annual earnings in effect
for purposes of the Basic Insurance Plan on the earlier of (i)
the date he retired or (ii) the first day of the month following
the date he attained age sixty-five (65) over (b) the sum of (y)
the proceeds actually paid under the Basic Insurance Plan upon
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the Participant's death plus (z) in the case of any Participant
who is also covered by the Split Dollar Program, the equivalent
of the death benefit payable under the Split Dollar Program upon
the death of the Participant.
3.03 Except as set forth in Sections 3.01 and 3.02
above, no benefit shall be paid under the Plan upon the death of
a Participant or former Participant.
ARTICLE IV
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 this Plan.
ARTICLE V
AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN
5.01 The Board of Directors of the Company may from
time to time amend, suspend or terminate the Plan, in whole or in
part.
5.02 This Plan shall automatically terminate if the
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Basic Insurance Plan is modified so that life insurance coverage
thereunder for a salaried employee under age sixty-five (65) is
no longer equal to twice the employee's annual earnings (as that
term is defined in the Basic Insurance Plan).
5.03 No amendment, suspension or termination of the
Plan shall materially adversely affect the payment of a death
benefit already due under the Plan as the result of the death of
a Participant prior to such amendment, suspension or termination.
ARTICLE VI
FUNDING
No promises under this 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 satis
faction of such promises. Benefit payments shall be made from
the Company's general assets.
ARTICLE VII
GENERAL PROVISIONS
7.01 Neither the establishment of the Plan nor the pay
ment of any benefits hereunder nor any action of the Company, i
ncluding 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.
7.02 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
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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, liabil
ities, engagements, or torts.
7.03 This Plan shall inure to the benefit of, and be
binding upon, the Company and each Participant, and upon the suc
cessors and assigns of the Company and of each Participant.
7.04 The Company shall deduct from the amount of any
payments hereunder all taxes required to be withheld by
applicable laws.
7.05 This Plan shall be governed by, and construed in
accordance with, the laws of the Commonwealth of Virginia.
Executed and adopted this 26 day of April, 1999,
pursuant to action taken by the Board of Directors of Reynolds
Metals Company at its meeting on April 16, 1999.
REYNOLDS METALS COMPANY
By /s/ D. Michael Jones
______________________________
Title: Senior Vice President and
General Counsel