EXHIBIT 10(c)
USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN
(As Amended and Restated Effective as of July 1, 1997)
McDermott, Will & Emery
Chicago, Illinois
USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN
SECTION 1
Introduction
1.1. The Plan, the Company. Effective January 1, 1976 UNITED STATES GYPSUM
COMPANY established UNITED STATES GYPSUM COMPANY SUPPLEMENTAL RETIREMENT PLAN
(the "Plan"). On January 1, 1985 UNITED STATES GYPSUM COMPANY became a
wholly-owned subsidiary of USG CORPORATION and effective as of that date USG
CORPORATION was substituted for UNITED STATES GYPSUM COMPANY as the "Company"
under the Plan and the name of the Plan was changed to USG CORPORATION
SUPPLEMENTAL RETIREMENT PLAN. The term "Company" as used in the Plan means
UNITED STATES GYPSUM COMPANY up to January 1, 1985 and USG CORPORATION (and any
successor thereto) on and after that date. The provisions of this subsection and
the following provisions of the Plan constitute an amendment and restatement of
the Plan, as previously amended, effective as of July 1, 1997 (the "New
Effective Date"), subject to any subsequent amendments.
1.2. Employers. Each subsidiary of the Company that is an employer under USG
Corporation Retirement Plan (the "Retirement Plan") or under USG Corporation
Investment Plan (the "Investment Plan") shall be an "Employer" under this Plan
unless specified to the contrary by the Company by writing filed with the
Committee described in subsection 1.4.
1.3. Purpose. The Company and certain of its subsidiaries maintain and are
employers under the Retirement Plan and the Investment Plan, each of which plans
is intended to meet the requirements of a "qualified plan" under Section 401(a)
of the Internal Revenue Code. The purpose of this Plan, a nonqualified plan, is
to provide for eligible employees benefits that could have been earned and paid
under the Retirement and Investment Plans and under any other qualified defined
benefit and defined contribution plans maintained by the controlled group of
corporations of which the Company is a member ("other USG Defined Benefit and
Defined Contribution Plans") but for the following limitations:
(a) Section 401(a)(4) of the Internal Revenue Code requires that
contributions or benefits provided under a qualified plan must not discriminate
in favor of highly compensated employees and therefore amounts deferred by
employees, if any, under the Company's management incentive compensation
programs until their retirement or other termination of employment may not be
considered as a part of their employment compensation in determining the amount
of their contributions, benefits provided with respect to their contributions,
and employer provided benefits under the Retirement and Investment Plans and
other USG Defined Benefit and Defined Contribution Plans.
(b) Sections 401(a)(17) and 404(l) of the Internal Revenue Code limit the
amount of employees' annual compensation that may be taken into account in
determining the benefits that may be paid to them from the Retirement and
Investment Plans and other USG Defined Benefit and Defined Contribution Plans
and the deductible Employer contributions that may be made to those plans to
provide such benefits.
(c) Sections 401(k) and 401(m) of the Internal Revenue Code require that
employees' before-tax contributions and Employer matching contributions under
USG Defined Contribution Plans be tested to prevent discrimination in favor of
highly compensated employees and as a result of such tests employees' before-tax
contributions and shares of Employer matching contributions under such plans may
be limited.
(d) Section 402(g) of the Internal Revenue Code limits the amount of
before-tax contributions that an employee may make under the Investment Plan and
other USG Defined Contribution Plans.
(e) Section 415 of the Internal Revenue Code places limitations on the
amount of benefits that may be paid from and contributions that may be made to
the Retirement Plan and the Investment Plan and other USG Defined Benefit and
Defined Contribution Plans.
The Plan also allows Participants to elect to make before-tax contributions to
the Plan in excess of the amount of contributions permitted under the terms of
the Investment Plan. In no event shall any benefits be payable under this Plan
that would duplicate benefits that become payable under any other qualified or
nonqualified plan maintained by the Company, any other Employer or any other
member of the controlled group of corporations of which the Company is a member.
1.4. Plan Administration. The Plan is administered by the committee (the
"Committee") that is responsible for administration of the Retirement Plan and
the Investment Plan. To the extent appropriate, the Committee has, concerning
Part A Supplemental Benefits and Part A Supplemental Death Benefits described in
Section 3, the same powers, rights, duties and obligations it has as to the
Retirement Plan and, concerning Part B Supplemental Benefits and Part B
Supplemental Death Benefits described in Section 4, the same powers, rights,
duties and obligations it has as to the Investment Plan, including the right to
require the completion of such forms or applications with respect to benefit
payments as it deems appropriate.
1.5. Preservation of Benefits. Benefits shall be provided under the Plan on and
after the New Effective Date to, or with respect to, former employees of the
Company who became entitled to such benefits before that date in accordance with
the terms of the Plan as in effect at the time of their retirement or other
termination of employment. If an employee of an Employer was participating in
the Plan immediately prior to the New Effective Date and continues to
participate in the Plan on and after that date, benefits payable under Section 3
of this Plan to, or with respect to, such employee shall not be less than what
they would have been if the Plan as in effect immediately prior to the New
Effective Date continued in effect on and after that date without change, but
only taking into account for this purpose benefits accrued by the employee under
the Retirement Plan and all other USG Defined Benefit Plans prior to the New
Effective Date, and benefits payable under Section 4 of this Plan to, or with
respect to, such employee shall not be less than his account described in
subsection 4.6 determined as of the New Effective Date and as subsequently
adjusted pursuant to subsection 4.6 to reflect deemed investment of the account.
SECTION 2
Eligibility for Participation
2.1. Covered Employee. A "Covered Employee" means an employee of an Employer
under the Plan who is a highly compensated employee as defined in Section 414(q)
of the Internal Revenue Code, unless the Committee specifies that such employee
shall not be considered as a Covered Employee for any purpose of the Plan by
writing filed with the Secretary of the Company prior to, or within 30 days
after, the date the employee otherwise would become eligible for participation
in the Plan.
2.2. Eligibility. Subject to the conditions and limitations of the Plan, each
employee of an Employer who was a "Participant" in the Plan on June 30, 1997
shall continue as a Participant in the Plan after that date. Subject to the
conditions and limitations of the Plan, each other employee of an Employer shall
become eligible to enroll in this Plan and become a "Participant" on the first
date occurring on or after the New Effective Date on which:
(a) he is a Covered Employee; and
(b) the benefits he accrues, or the contributions he is required to make or
could elect to make, or his share of employer derived contributions under one or
more of the Retirement Plan, the Investment Plan, and other USG Defined Benefit
and Defined Contribution Plans, are less than what they would have been (or, as
to elected contributions, could have been) as a result of the limitations
described in subsection 1.3.
Each employee will be notified of the date he is eligible to enroll in the Plan
and become a Participant and will be notified of the enrollment procedures
established by the Committee.
2.3. Period of Participation. An employee of an Employer who becomes a
Participant in this Plan will continue as a Participant in the Plan in
accordance with its provisions until all benefits to which he is entitled under
the Plan have been distributed to him. However, a Participant will not be
entitled to make contributions or accrue additional benefit entitlements under
this Plan for any period during which he is not a Covered Employee.
SECTION 3
Part A Supplemental Benefits
3.1. Intent. The Employers intend that benefits be provided pursuant to the
provisions of this Section 3 that are actuarially equivalent to the benefits
that would have been provided under the Retirement Plan and other USG Defined
Benefit Plans if the limitations described in subsection 1.3 did not exist, if
before-tax contributions the Participant makes pursuant to subsection 3.3 had
been made under the Retirement Plan and any other applicable USG Defined Benefit
Plan on an after-tax basis, and if amounts deferred under the Company's 1989 and
subsequent management incentive compensation programs or deferred under
subsections 4.3 and 4.4 of the Plan had not been deferred but instead paid at
the proper time and included in employment compensation for purposes of the
Plans, provided that the contribution requirement described in subsection 3.3 is
met.
3.2. Limited Benefits, Unlimited Benefits, Part A Supplemental Benefits and Part
A Supplemental Death Benefits. For purposes of this Section 3, the term "Limited
Benefits" means the benefits that become payable to or with respect to a
Participant under the Retirement Plan and all other USG Defined Benefit Plans.
The term "Unlimited Benefits" means the benefits that would have become payable
to or with respect to a Participant under such Plans if the limitations
described in subsection 1.3 did not exist, if before-tax contributions the
Participant makes pursuant to subsection 3.3 had been made under the Retirement
Plan and any other applicable USG Defined Benefit Plan on an after-tax basis,
and if amounts deferred by the Participant under the Company's 1989 and
subsequent management incentive compensation programs or deferred under
subsections 4.3 and 4.4 of the Plan had not been deferred but instead paid to
the Participant at the proper time during employment and then included in the
Participant's employment compensation for purposes of those Plans. Benefits that
become payable under this Section 3 to a Participant are referred to as "Part A
Supplemental Benefits". Benefits that become payable under this Section 3 to any
person as a result of the death of a Participant are referred to as "Part A
Supplemental Death Benefits".
3.3. Participant Contribution Requirement. A Participant's entitlement to Part A
Supplemental Benefits and Part A Supplemental Death Benefits described in
subsections 3.5 and 3.7 is subject to the Participant making before-tax
contributions under this Plan. Such contributions must equal the after-tax
contributions the Participant would have been required to make under the
Retirement Plan and all other USG Defined Benefit Plans:
(a) if amounts contributed on a before-tax basis under this Plan, deferred
by the Participant under the Company's management incentive compensation
programs, or deferred under subsections 4.3 and 4.4 of the Plan had not been so
contributed or deferred but paid to the Participant at the proper time during
employment and then included in the Participant's employment compensation for
purposes of those plans;
(b) if the annual compensation limitation imposed by Section 401(a)(17) of
the Internal Revenue Code (as described in subparagraph 1.3(b)) did not apply to
the Participant; and
(c) if the limitations imposed under Section 415 of the Internal Revenue
Code (as described in subparagraph 1.3(f)) did not apply to the Participant.
Notwithstanding the foregoing, a Participant may be eligible for and make
after-tax contributions under the Retirement Plan or another USG Defined Benefit
Plan even though the limitations described above in this subsection may prevent
or limit his accrual of benefits under such plans. In such case, the Participant
will accrue benefits under this Plan based on such after-tax contributions as if
they had been made under this Plan on a before-tax basis. The Committee shall
maintain a bookkeeping account in the name of each Participant who makes
before-tax contributions under this subsection to reflect such contributions
and, where required, interest on such contributions. The term "interest" as used
in this Plan with respect to Participants' before-tax contributions made under
this subsection shall mean "interest" as defined in the Retirement Plan with
respect to participant contributions under that plan but shall not include a
higher rate of interest required to be applied under the Retirement Plan for
certain purposes pursuant to Section 411(c)(2) of the Internal Revenue Code.
3.4. Compensation Deferral Elections. A Participant's before-tax contributions
under this Section 3 shall be made pursuant to a compensation deferral election
filed with his Employer prior to the calendar year such contributions are to
begin or, in the case of a Participant who first becomes eligible to make such
contributions during but after the beginning of a calendar year, filed with his
Employer not more than 30 days after so becoming eligible, subject to the
following:
(a) The Participant's election shall apply to employment compensation
otherwise payable after the later to occur of the date the Participant becomes
eligible to make before-tax contributions and the date the election is filed
with his Employer.
(b) Such election shall be automatically revoked if the Participant ceases
to be a Covered Employee and such revocation shall be effective as to employment
compensation the Participant is entitled to receive during the period he ceases
to be a Covered Employee.
(c) Such election may be voluntarily revoked by the Participant before the
beginning of any subsequent calendar year. A voluntary revocation shall be
effective as to employment compensation the Participant is entitled to receive
during that and subsequent calendar years unless prior to the commencement of
any subsequent calendar year the Participant makes another compensation deferral
election. Such later election shall apply as to employment compensation
otherwise payable during calendar years beginning after the election is made.
Any period during which a Participant does not make contributions under the Plan
(and, where applicable, does not elect to make after-tax contributions under the
Retirement Plan or another USG Defined Benefit Plan upon which benefits would
accrue under this Plan) shall be disregarded for purposes of any subsequent
calculation of benefit service (as defined in subsection 4.3 of the Retirement
Plan) or compensation (as described in subsection 3.3 above for purposes of
determining contributions under this Plan) used in determining the Participant's
Unlimited Benefits for a subsequent Plan year.
3.5. Amount of Part A Supplemental Benefits. Subject to the contribution
requirement described in subsection 3.3, Part A Supplemental Benefits shall
become payable under the Plan to a Participant upon the Participant's retirement
or earlier termination of employment with the Company and its subsidiaries. A
Participant's Part A Supplemental Benefits shall be in an amount that is
actuarially equivalent to the amount by which the Participant's Unlimited
Benefits exceed the Participant's Limited Benefits. For purposes of this Section
3, actuarially equivalent benefits shall be calculated on the basis of the
actuarial factors, assumptions and tables applied for that purpose under the
Retirement Plan, to the extent deemed appropriate by the Committee.
3.6. Payment of Part A Supplemental Benefits. Subject to the provisions of this
subsection 3.6, Part A Supplemental Benefits shall be paid in a lump sum within
30 days after such benefits become payable or, if the entire amount of such
benefits cannot be determined by the Committee within that 30 day period,
payment shall be made in one or more installments as determined by the Committee
but with the last payment due by the 30th day following the date the Committee
determines the total amount of such benefits. The Committee in its discretion
may from time to time establish rules incorporating objective standards that
shall govern the form of payment of Part A Supplemental Benefits that initially
become payable during a subsequent calendar year. A copy of such rules,
certified by the Chairman or Secretary of the Committee, shall be filed with the
Secretary of the Company before the beginning of the calendar year for which
they first become effective. Any such rules in effect at the start of a calendar
year may not be modified or rescinded in that calendar year or thereafter with
respect to the form of payment of Part A Supplemental Benefits that initially
become payable to any person under the Plan during that calendar year.
Notwithstanding the foregoing provisions of this subsection:
(a) Payment of a Participant's Part A Supplemental Benefits must be made or
commence not later than February 1 of the calendar year next following the
calendar year in which he attains age 65 years or, if later, his termination of
employment with the Company and its subsidiaries occurs.
(b) If the Committee determines that a Participant whose Part A
Supplemental Benefits are being paid over a period of more than one year has
incurred a severe financial hardship as a result of the occurrence of an
unanticipated event beyond the Participant's control, the Committee may direct
that an advance payment of part or all of the Covered Participant's Part A
Supplemental Benefits be made, but the amount thereof shall not exceed the
amount needed for such financial hardship.
(c) If a Change in Control as determined in accordance with the provisions
of Section 18 of the Retirement Plan as in effect on the New Effective Date
should occur, Part A Supplemental Benefits that initially became payable to a
Participant before the Change in Control but have not been paid or paid in full
shall be distributed in accordance with the same form of payment as in effect
with respect to those benefits immediately prior to the Change in Control, but
any Part A Supplemental Benefits that initially become payable after the Change
in Control shall be distributed in a lump sum to the person entitled thereto
within 30 days after they become payable.
(d) If a Participant's death occurs while employed by the Company or any
subsidiary of the Company or if a Participant's death occurs after he had become
entitled to Part A Supplemental Benefits but before payment of such benefits has
commenced or has been completed, Part A Supplemental Death Benefits shall be
payable with respect to the Participant only if and to the extent provided in
subsection 3.7.
(e) Spousal consent rules that apply under the Retirement Plan or any other
USG Defined Benefit Plan with respect to forms of payment of benefits shall not
apply under this Plan.
3.7. Amount and Payment of Part A Supplemental Death Benefits. Part A
Supplemental Death Benefits shall be payable under the Plan as follows:
(a) If a Participant's death occurs while employed by the Company or a
subsidiary of the Company and if he had an Eligible Spouse (as defined in
subsection 5.1) immediately prior to his death, the Participant's Eligible
Spouse shall be entitled to a lump sum Part A Supplemental Death Benefit under
this Plan which is actuarially equivalent (based on the age of the Eligible
Spouse) to any additional monthly pre-retirement survivor annuity benefits that
would have been payable to the Participant's Eligible Spouse under the
Retirement Plan and all other USG Defined Benefit Plans if the Participant's
Limited Benefits equalled his Unlimited Benefits. The Part A Supplemental Death
Benefit under this subparagraph 3.7(a) shall be paid to the Participant's
Eligible Spouse in a lump sum as soon as practicable after the Participant's
death. If the Participant did not have an Eligible Spouse at the time of his
death, no Part A Supplemental Death Benefits shall be payable under the Plan
with respect to that Participant other than payment to the Participant's
Supplemental Plan Beneficiary (as defined in subsection 5.2) of an amount equal
to the Participant's before-tax contributions under the Plan with interest as
soon as practicable after the Participant's death.
(b) If a Participant's death occurs after he had both retired (or otherwise
terminated employment) and become entitled to Part A Supplemental Benefits but
before payment of such benefits had been made or had commenced, and if he had an
Eligible Spouse at the time of his death, the Participant's Eligible Spouse
shall be entitled to a lump sum Part A Supplemental Death Benefit which is
actuarially equivalent (based on the age of the Eligible Spouse) to any
additional monthly pre-retirement survivor annuity benefits that could have been
payable to the Participant's Eligible Spouse under the Retirement Plan and all
other USG Defined Benefit Plans if the Participant's Limited Benefits equalled
his Unlimited Benefits. The Part A Supplemental Death Benefit under this
subparagraph 3.7(b) shall be paid to the Participant's Eligible Spouse in a lump
sum as soon as practicable after the Participant's Death. If the Participant did
not have an Eligible Spouse at the time of his death, no Part A Supplemental
Death Benefits shall be payable under the Plan with respect to that Participant
other than payment to the Participant's Supplemental Plan Beneficiary of an
amount equal to the Participant's before-tax contributions under this Plan with
interest as soon as practicable after the Participant's death.
(c) If a Participant's death occurs while receiving Part A Supplemental
Benefits, his Supplemental Plan Beneficiary shall be entitled to Part A
Supplemental Death Benefits equal to the death benefits, if any, payable under
the form of payment of his Part A Supplemental Benefits.
SECTION 4
Part B Supplemental Benefits
4.1. Intent. The provisions of this Section 4 are intended to allow a
Participant to elect to make part or all of the additional before-tax
contributions he could have made under the Investment Plan and all other USG
Defined Contribution Plans, and to earn the additional matching contributions
that would have been made by his Employer and credited to his accounts under
those plans as a result of such additional before-tax contributions, if the
limitations described in subsection 1.3 did not exist and if amounts contributed
on a before-tax basis under this Plan or deferred by the Participant under the
Company's 1989 and subsequent management incentive compensation programs had not
been so contributed or deferred but instead paid to the Participant at the
proper time during employment and then included in the Participant's employment
compensation for purposes of those plans. This Section 4 also permits
Participants to make additional before-tax contributions to the Plan in excess
of the amount permitted under the terms of the Investment Plan and to select one
or more deemed investments, the investment experience of which will be the basis
or index by which his accounts will be adjusted under this Plan.
4.2. Part B Supplemental Benefits and Part B Supplemental Death Benefits.
Benefits that become payable under this Section 4 to a Participant are referred
to as "Part B Supplemental Benefits" or as "Supplemental Investment Plan
Benefits." Benefits that become payable under this Section 4 to any person as a
result of the death of a Participant are referred to as "Part B Supplemental
Death Benefits" or as "Supplemental Investment Plan Benefits."
4.3. Elective Participant Contributions. A Participant may elect to make part or
all of the additional before-tax contributions described in subsection 4.1. A
Participant's before-tax contributions under this subsection 4.3 shall be made
by a compensation deferral election that is made in such form and in such manner
as the Committee shall determine; provided any such election shall be made prior
to the calendar year such contributions are to begin, or if a Participant first
becomes eligible to make such contributions after the beginning of any calendar
year, not more than 30 days after so becoming eligible. A Participant's
compensation deferral election under this subsection 4.3 shall apply to
employment compensation otherwise payable after the later to occur of the date
the Participant becomes eligible to make before-tax contributions and the date
the compensation deferral election is made. A Participant's compensation
deferral election may be revoked by the Participant before the beginning of any
subsequent calendar year. The revocation shall be effective as to employment
compensation the Participant is entitled to receive during that and subsequent
calendar years unless prior to the commencement of any subsequent calendar year
the Participant makes another compensation deferral election. Such later
election shall apply as to employment compensation otherwise payable during
calendar years beginning after such later election is made. Notwithstanding the
foregoing, a Participant's compensation deferral election automatically shall be
revoked for any period he ceases to be a highly compensated employee as defined
in Section 414(q) of the Internal Revenue Code.
4.4. Additional Elective Participant Contributions. A Participant who is making
the maximum permitted deferral under subsection 4.3 may elect to make additional
before-tax contributions pursuant to this subsection 4.4. Such additional
contributions shall be a percentage (in whole number increments) of the
Participant's employment compensation which, when added to the percentage of the
Participant's before-tax contributions to this Plan pursuant to subsection 4.3
and to the Investment Plan and all other USG Defined Contribution Plans, shall
not exceed twenty percent. A Participant's before-tax contributions under this
subsection 4.4 shall be made by a compensation deferral election made in such
form and manner as the Committee shall determine; provided any such election
shall be made prior to the calendar year such contributions are to begin, or if
a Participant first becomes eligible to make contributions under this subsection
4.4 after the beginning of any subsequent calendar year, not more than 30 days
after so becoming eligible. A Participant's compensation deferral election under
this subsection 4.4 shall apply to employment compensation otherwise payable
after the later to occur of the date the Participant becomes eligible to make
before-tax contributions and the date the election is made. A Participant may
revoke or reinstate his deferral election under this subsection 4.4 in
accordance with the rules on revocation and reinstatement of deferral elections
found in subsection 4.3.
4.5. Employer Matching Contributions. A Participant who makes before-tax
contributions under subsection 4.3 shall be entitled to "Employer Matching
Contributions" under this Plan equal to the additional "corporation matching
contributions" he would have been entitled to receive under the Investment Plan
if such before-tax contributions were permitted to be made under the Investment
Plan. Employer matching contributions will not be made on any before-tax
contributions made pursuant to subsection 4.4. For purposes of this Section 4,
"corporation matching contributions" means all forms of matching contributions
provided for in Section 4 of the Investment Plan.
4.6. Separate Accounts, Subaccounts, Deemed Investments. The Committee shall
maintain a bookkeeping account in the name of each Participant who makes
before-tax contributions under this Section 4 and shall maintain a separate
bookkeeping account in his name to reflect Employer Matching Contributions
attributable to such before-tax contributions. In accordance with rules
established by the Committee, each Participant's account shall be adjusted to
reflect the investment experience of one or more deemed investments selected by
the Participant from among the investment funds offered in the Investment Plan.
The Committee may maintain such subaccounts as it deems necessary to effect the
immediately preceding sentence. Any reference to a Participant's "account" or
"accounts" shall include all subaccounts established on behalf of the
Participant by the Committee in accordance with this subsection. Each
Participant's accounts and subaccounts shall be adjusted at such time and in
such manner as accounts of participants in the Investment Plan are adjusted to
reflect the balances that would have been in such accounts if they had in fact
been maintained under the Investment Plan as described above. However, as of the
New Effective Date, each Participant's accounts and subaccounts are not charged
the amounts that they would have been charged to represent fees and expenses if
they had in fact been maintained under the Investment Plan. The Committee in its
discretion may elect at some future date to charge all or a portion of such
amounts to the accounts and subaccounts of Participants in accordance with such
rules as it may establish.
4.7. Withdrawals. No withdrawals may be made under this Plan with respect to a
Participant's accounts prior to the Participant's termination of employment with
the Company and all of its subsidiaries other than hardship withdrawals
described below. A Participant may request a hardship withdrawal from the
portion of his account that he would be entitled to receive under subsection 4.8
if he terminated employment with the Company and all subsidiaries on the date of
such withdrawal. A Participant who is receiving installment distributions (if
such are permitted under subsection 4.9) also may request a hardship withdrawal.
Any hardship withdrawal shall be made in the same manner and subject to the same
conditions and limitations as are set forth in the Investment Plan for hardship
withdrawals from participants' before-tax accounts. However, if a Participant
incurs a hardship, he must request a hardship withdrawal under this Plan to the
extent required to satisfy the immediate and heavy financial need caused by such
hardship before he may request a hardship withdrawal under the Investment Plan
or any other USG Defined Contribution Plan. A withdrawal shall be made from the
Plan as soon as practicable after the request for the withdrawal is received and
approved by the Committee and shall be charged to the appropriate account of the
Participant as of the date the withdrawal is actually made pursuant to rules
established by the Committee.
4.8. Vesting of Accounts. Upon a Participant's termination of employment with
the Company and all of its subsidiaries, the Participant (or in the event of his
death, his Supplemental Plan Beneficiary, as defined in subsection 5.2) shall be
entitled to the entire balance in the Participant's account which reflects his
before-tax contributions made under this Section 4 (subject to adjustments
required of such account until complete distribution thereof). The Participant
or Supplemental Plan Beneficiary, as the case may be, shall be entitled to that
portion of the balance in the Participant's account which reflects the
Participant's share of Employer Matching Contributions the Participant or
Supplemental Plan Beneficiary would have been entitled to under the Investment
Plan if such contributions were "corporation matching contributions" made under
the Investment Plan and such account had been maintained as a "corporation
account" under that Plan (subject to adjustments required of such account until
complete distribution of the vested portion thereof).
4.9. Distribution of Accounts. Subject to the provisions of this subsection 4.9,
Part B Supplemental Benefits shall be paid in a lump sum within 30 days after
such benefits become payable or, if the entire amount of such benefits cannot be
determined by the Committee within 30 days, payment shall be made in one or more
installments as determined by the Committee but with the last payment due by the
30th day following the date the Committee determines the total amount of such
benefits. The Committee in its discretion may from time to time establish rules
incorporating objective standards that shall govern the form of payment of Part
B Supplemental Benefits that initially become payable during a subsequent
calendar year. The distribution options for Part B Supplemental Benefits
established by the Committee under this subsection 4.9 may differ from the
distribution options established by the Committee under subsection 3.6 for the
distribution of Part A Supplemental Benefits, but shall be established in the
same manner and subject to the same conditions and limitations as are set forth
in subsection 3.6, except that subparagraph 3.6(d) shall not apply in the event
of the death of a Participant.
SECTION 5
Spouses, Beneficiaries, Funding
5.1. Eligible Spouse. The spouse of a Participant will be considered as an
"Eligible Spouse" as of any date only if at least six months prior thereto the
Participant and his spouse were lawfully married under the laws of the state
where the marriage was contracted and the marriage remains legally effective.
5.2. Supplemental Plan Beneficiary. A "Supplemental Plan Beneficiary" means a
person who has been designated by a Participant as such by writing signed by the
Participant and filed with the Committee prior to the Participant's death. If a
Participant failed to designate a Supplemental Plan Beneficiary or if the person
he designated predeceases the Participant, the Participant's Beneficiary under
the Retirement Plan shall be his Supplemental Plan Beneficiary as to Part A
Supplemental Death Benefits and his Beneficiary under the Investment Plan shall
be his Supplemental Plan Beneficiary as to Part B Supplemental Death Benefits.
5.3. Funding. Benefits payable under this Plan to a Participant or his
Supplemental Plan Beneficiary shall be paid directly by the Employers from their
general assets in such proportions as the Company shall determine to the extent
such benefits are not paid from a Special Retirement Account (established
pursuant to Supplement A of this Plan) or from a so-called "rabbi trust", an
irrevocable grantor trust the assets of which are subject to the claims of
creditors of the Employers in the event of their insolvency. The Employers shall
not be required to segregate on their books or otherwise any amount to be used
for the payment of benefits under this Plan, except as to any amounts paid or
payable to a Special Retirement Account under Supplement A of this Plan or to a
"rabbi trust".
SECTION 6
General Provisions
6.1. Statement of Accounts. The Committee shall furnish each Participant with a
statement of his Part B Supplemental Benefits accounts under this Plan as of
each December 31, and may in its discretion furnish such statements at more
frequent intervals.
6.2. Employment Rights. Establishment of the Plan shall not be construed to give
any Participant the right to be retained in the employ of the Company or any
other Employer or to any benefits not specifically provided by this Plan.
6.3. Interests Not Transferable. Except as to withholding of any tax under the
laws of the United States or any state or municipality, the interests of
Participants and their Supplemental Plan Beneficiaries under the Plan are not
subject to the claims of their creditors and may not be voluntarily or
involuntarily transferred, assigned, alienated or encumbered.
6.4. Controlling Law. The laws of Illinois shall be controlling in all matters
relating to the Plan.
6.5. Gender and Number. Where the context admits, words in the masculine gender
shall include the feminine and neuter genders, the plural shall include the
singular and the singular shall include the plural.
6.6. Action by the Company. Any action required of or permitted by the Company
under the Plan shall be by resolution of its Board of Directors or by a duly
authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.
6.7. Successor to the Company or Any Other Employer. The term "Company" as used
in the Plan shall include any successor to the Company by reason of merger,
consolidation, the purchase or transfer of all or substantially all of the
Company's assets, or otherwise. The term "Employer" as used in the Plan with
respect to the Company or any subsidiary shall include any successor to that
corporation by reason of merger, consolidation, the purchase or transfer of all
or substantially all of the assets of that corporation, or otherwise.
6.8. Facility of Payment. Any amounts payable hereunder to any person under a
legal disability or who, in the judgment of the Committee, is unable to properly
manage his affairs may be paid to the legal representative of such person or may
be applied for the benefit of such person in any manner which the Committee may
select. Any payment made in accordance with the next preceding sentence shall be
a full and complete discharge of any liability for such payment under the Plan.
SECTION 7
Amendment and Termination
While the Employers expect to continue the Plan, the Company must necessarily
reserve and reserves the right to amend the Plan from time to time or to
terminate the Plan at any time. However, no amendment of the Plan nor the
termination of the Plan may cause the reduction or cessation of any benefits
that, but for such amendment or termination, are payable under this Plan or
would become payable under this Plan after the date such amendment is made or
the termination of the Plan occurs with respect to benefits accrued under the
Retirement Plan and all other USG Defined Benefit Plans prior to such date, and
with respect to Participants' before-tax contributions made under this Plan
prior to such date and Employer Matching Contributions attributable to such
before-tax contributions.
SUPPLEMENT A
TO
USG CORPORATION SUPPLEMENTAL RETIREMENT PLAN
A-1. Purpose, Special Retirement Account. The purpose of this Supplement A is to
provide for installment payments of part or all of the accrued benefits under
Part A of the Plan of each Eligible Participant to an individual account (the
"Special Retirement Account") the Participant established in his name with a
bank or trust company designated by the Company pursuant to an agreement between
the Participant and the Company (the "Special Retirement Agreement").
A-2. Eligible Participant. The term "Eligible Participant" as used in this
Supplement A means a Participant in Part A of the Plan who had established a
Special Retirement Account on or before May 1, 1993. No Participant has been
eligible to establish a Special Retirement Account after May 1, 1993.
A-3. Accrued Benefit and Death Benefit Values, After-Tax Accrued Benefit and
Death Benefit Values. The following terms used in this Supplement A shall have
the following meanings:
(a) "Accrued Benefit Value" as of any date means the present value of an
Eligible Participant's Part A Supplemental Benefits under the Plan as of that
date, as determined by the Committee (calculated on the bases of the actuarial
factors, assumptions and tables then applied for that purpose under the
Retirement Plan and benefit limitations imposed by the Internal Revenue Code
then in effect, and assuming that no payments have been made to the Eligible
Participant's Special Retirement Account pursuant to Paragraph A-5 and that the
Eligible Participant will not have any additional service or employment
compensation).
(b) "After-Tax Accrued Benefit Value" as of any date means an Eligible
Participant's Accrued Benefit Value as of that date less Applicable Income
Taxes.
(c) "Accrued Death Benefit Value" means, in the case of an Eligible
Participant whose death occurs prior to receipt of any portion of the
Participant's Part A Supplemental Benefits, the present value as of the date of
the Eligible Participant's death, as determined by the Committee, of the Part A
Supplemental Death Benefits, if any, payable to the Eligible Participant's
Eligible Spouse as of that date (calculated on the basis of the actuarial
factors, assumptions and tables then applied under the Retirement Plan in
determining the present value of accrued death benefits and benefit limitations
imposed by the Internal Revenue Code then in effect, and assuming that no
payments have been made to the Eligible Participant's Special Retirement
Account).
(d) "After-Tax Accrued Death Benefit Value" means, in the case of an
Eligible Participant described in the next preceding sentence, the Accrued Death
Benefit Value as of the date of the Eligible Participant's death less Applicable
Income Taxes.
A-4. Applicable Income Taxes. "Applicable Income Taxes" means, with respect to
any amount, federal, state and local income taxes on such amount (using for this
purpose, and subject to such rules as the Committee may establish, the highest
published applicable individual income tax rate in effect for the calendar year
as to which such taxes are being determined), provided that state and local
income taxes shall be considered net of federal income tax benefits.
A-5. Payments to the Special Retirement Account. Subject to the provisions of
Paragraph A-6, the following payments will be made to the Special Retirement
Account of each Eligible Participant. As of the beginning of each calendar
quarter, the Committee shall determine the Employee's After-Tax Accrued Benefit
Value as well as the amount, if any, by which such value exceeds the fair market
value of all assets of the Special Retirement Account as of the end of the
preceding calendar quarter. If Employee's After-Tax Accrued Benefit Value
exceeds the fair market value of such assets by $100,000 or more, a payment will
be made to the Special Retirement Account equal to the difference between such
values. Payments required to be made to the Special Retirement Account under
this Paragraph A-5 shall be made directly by the Company or from USG Corporation
Deferred Benefit Trust, or from both sources, as soon as practicable after the
amounts of the payments have been determined by the Committee. Pursuant to the
terms of the Special Retirement Agreement, the Company will gross-up the amount
of a payment made to the Special Retirement Account under this Paragraph A-5 so
as to provide funds for the Applicable Income Taxes payable by the Eligible
Participant on such payment and will make payments to (or with respect to) the
Eligible Participant in order to provide funds for the Applicable Income Taxes
payable on investment income earned by the Special Retirement Account.
A-6. Adjustment of Part A Supplemental Benefits and Part A Supplemental Death
Benefits Upon Retirement or Death. For the purpose of determining the amount of
payments to be made to an Eligible Participant's Special Retirement Account
pursuant to Paragraph A-5, it is assumed that no portion of the Part A
Supplemental Benefits he has accrued has been paid under the Plan. However, each
payment made to an Eligible Participant's Special Retirement Account shall
reduce the obligation of the Plan to provide Part A Supplemental Benefits and
Part A Supplemental Death Benefits to or with respect to that Eligible
Participant and thus benefits otherwise payable under the Plan shall be reduced
to reflect such payments. Upon an Eligible Participant's retirement or death
before retirement, the following shall apply:
(a) No further payments need be made under the Plan to the Eligible
Participant's Special Retirement Account.
(b) The Committee shall determine the amount of Part A Supplemental
Benefits or Part A Supplemental Death Benefits that would be payable under the
Plan as a result of such retirement or death if no payments had been made to the
Eligible Participant's Special Retirement Account and also shall determine the
After-Tax Accrued Benefit Value or After-Tax Accrued Death Benefit Value, as the
case may be, of those benefits.
(c) The benefits determined under subparagraph (b) next above shall be
reduced so that their After- Tax Accrued Benefit Value or After-Tax Accrued
Death Benefit Value equals the amount by which the After-Tax Accrued Benefit
Value or After-Tax Accrued Death Benefit Value, determined in accordance with
subparagraph (b) next above, exceeds the fair market value of all assets of the
Eligible Participant's Special Retirement Account as of the date of his
retirement or death, disregarding assets of the Special Retirement Account, if
any, that are required to be paid to the Company. Subject to the provisions of
subparagraph (d) next below, the resulting benefits shall be the actual Part A
Supplemental Benefits or Part A Supplemental Death Benefits that will be paid
under the Plan to, or with respect to, the Eligible Participant.
(d) Subparagraph 3.7(b) of the Plan provides for the payment of Part A
Supplemental Death Benefits to the Eligible Spouse of an Eligible Participant
who dies after retirement but before payment of any portion of the Eligible
Participant's Part A Supplemental Benefits had been made or commenced. However,
if an Eligible Participant retires but dies before all assets in the Eligible
Participant's Special Retirement Account not in excess of the Eligible
Participant's After-Tax Accrued Benefit Value have been distributed to him, the
Special Retirement Agreement requires that the undistributed portion of such
assets be distributed as soon as practicable after the Eligible Participant's
death to the Eligible Participant's Beneficiary under the Special Retirement
Agreement. In this case, Part A Supplemental Death Benefits shall be payable
under subparagraph 3.7(b) of the Plan to the Eligible Spouse of the Eligible
Participant only to the extent, if any, the fair market value of the assets
distributed from the Special Retirement Account to the Eligible Participant
after his retirement and the assets distributed or to be distributed from the
Special Retirement Account to such Beneficiary is less than the After- Tax
Accrued Death Benefit Value of the Part A Supplemental Death Benefits otherwise
payable to the Eligible Spouse under Part A of the Plan.
(e) The actual Part A Supplemental Benefits or Part A Supplemental Death
Benefits determined under subparagraphs (c) and (d) next above shall be paid as
provided in subsection 3.6 or 3.7 of the Plan, whichever applies.
(f) If the fair market value of all assets in the Eligible Participant's
Special Retirement Account as of the date of his retirement or death exceeds the
After-Tax Accrued Benefit Value or the AfterTax Accrued Death Benefit Value,
whichever applies, the Special Retirement Agreement provides that such excess
assets shall be returned to the Company.
A-7. Terms and Provisions of the Plan. All the terms and provisions of the Plan
shall apply to this Supplement A and vice versa, except that where and to the
extent the terms and provisions of the Plan and this Supplement A conflict, the
terms and provisions of this Supplement A shall govern.
</TEXT> </DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>
EXHIBIT 10(l)
Execution Copy
AMENDMENT NO. 2 dated as of May 14, 1997 (this "Amendment"), among USG
Corporation, a Delaware corporation (the "Borrower"), the financial institutions
parties hereto (the "Lenders") and The Chase Manhattan Bank, a New York banking
corporation, formerly known as Chemical Bank, in its separate capacity as agent
for the Lenders (the "Agent").
PRELIMINARY STATEMENTS. (1) The Borrower, the Lenders, the Issuing Banks and the
Agent have entered into the Credit Agreement dated as of July 27, 1995, as
amended by Amendment No. 1 thereto dated as of February 1, 1996 (the "Credit
Agreement") and have agreed to amend the Credit Agreement as hereinafter set
forth.
(2) Capitalized terms used herein and not otherwise defined herein shall have
the meanings ascribed to such terms in the Credit Agreement.
In consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
SECTION 1. Amendment of the Credit Agreement. The Credit Agreement is hereby
amended as follows:
1. Section 1.01 of the Credit Agreement is hereby amended to delete the
definition of "Applicable Commitment Fee" contained therein and to substitute
the following therefor:
"Applicable Commitment Fee" shall mean, for any date, the applicable number of
basis points (expressed as a percentage) set forth below based on the
Debt/EBITDA Ratio as of the last day of the Borrower's most recently ended
period of four consecutive fiscal quarters:
Debt/EBITDA Ratio Applicable Commitment Fee
----------------- -------------------------
(in basis points)
greater than 3.00 to 1.0 31.25
greater than 2.50 to 1.0 but less
than or equal to 3.00 to 1.0 25.00
greater than 2.00 to 1.0 but less
than or equal to 2.50 to 1.0 22.50
greater than 1.50 to 1.0 but less
than or equal to 2.00 to 1.0 20.00
greater than 1.25 to 1.0 but less
than or equal to 1.50 to 1.0 18.75
greater than 1.00 to 1.0 but less
than or equal to 1.25 to 1.0 15.00
less than or equal to 1.0 to 1.0 12.50
For purposes of the foregoing, the Applicable Commitment Fee at any time shall
be determined by reference to the Debt/EBITDA Ratio as of the last day of the
Borrower's most recently ended fiscal quarter, provided, that, in calculating
the Debt/EBITDA Ratio for purposes of this definition, Debt shall not include
obligations with respect to letters of credit (including Letters of Credit
issued hereunder) entered into in the ordinary course of business and having an
aggregate outstanding face amount of up to $50,000,000 to the extent such
letters of credit are not drawn on or, if and to the extent drawn on, such
drawing is promptly reimbursed following receipt by the applicable account party
of a demand for reimbursement following payment on the letter of credit.
Following the end of any such fiscal quarter, any change in the Applicable
Commitment Fee shall become effective for all purposes on and after the earlier
of (i) the date of delivery to the Agent of the Debt/EBITDA Ratio Certificate
for such fiscal quarter and (ii) the date of delivery to the Agent of the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) relating to such fiscal quarter. Notwithstanding
the foregoing, at any time during which the Borrower has failed to deliver the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) with respect to a fiscal quarter in accordance
with the provisions thereof for more than five days after such certificate and
the applicable financial statements are due, and until such time as such
financial statements are so delivered, the Applicable Commitment Fee shall be
31.25 basis points.
2. Section 1.01 of the Credit Agreement is hereby amended to delete the
definition of "Applicable Eurodollar Margin" contained therein and to substitute
the following therefore:
"Applicable Eurodollar Margin" shall mean, for any date, with respect to the
Revolving Loans comprising any Eurodollar Borrowing, the applicable margin set
forth below based on the Debt/EBITDA Ratio as of the last day of the Borrower's
most recently ended period of four consecutive fiscal quarters:
Debt/EBITDA Ratio Applicable Commitment Fee
----------------- -------------------------
(in basis points)
greater than 3.00 to 1.0 112.5
greater than 2.50 to 1.0 but less
than or equal to 3.00 to 1.0 75.00
greater than 2.00 to 1.0 but less
than or equal to 2.50 to 1.0 62.50
greater than 1.50 to 1.0 but less
than or equal to 2.00 to 1.0 55.00
greater than 1.25 to 1.0 but less
than or equal to 1.50 to 1.0 45.00
greater than 1.00 to 1.0 but less
than or equal to 1.25 to 1.0 40.00
less than or equal to 1.0 to 1.0 37.50
For purposes of the foregoing, the Applicable Eurodollar Margin at any time
shall be determined by reference to the Debt/EBITDA Ratio as of the last day of
the Borrower's most recently ended fiscal quarter, provided, that, in
calculating the Debt/EBITDA Ratio for purposes of this definition, Debt shall
not include obligations with respect to letters of credit (including Letters of
Credit issued hereunder) entered into in the ordinary course of business and
having an aggregate outstanding face amount of up to $50,000,000 to the extent
such letters of credit are not drawn on or, if and to the extent drawn on, such
drawing is promptly reimbursed following receipt by the applicable account party
of a demand for reimbursement following payment on the letter of credit.
Following the end of any such fiscal quarter, any change in the Applicable
Eurodollar Margin shall become effective for all purposes on and after the
earlier of (i) the date of delivery to the Agent of the Debt/EBITDA Ratio
Certificate and (ii) the date of delivery to the Agent of the Financial
Officer's certificate and applicable financial statements described in Sections
5.07(a), (b) and (c) relating to such fiscal quarter. Notwithstanding the
foregoing, at any time during which the Borrower has failed to deliver the
Financial Officer's certificate and applicable financial statements described in
Sections 5.07(a), (b) and (c) with respect to a fiscal quarter in accordance
with the provisions thereof for more than five days after such certificate and
the applicable financial statements are due, and until such time as such
financial statements are so delivered, the Applicable Eurodollar Margin shall be
112.50 basis points.
1.3 Section 5.09 of the Credit Agreement (which requires the pledge to the
Collateral Trustee of newly created or acquired domestic Material Subsidiaries)
is hereby deleted in its entirety.
1.4 Section 6.09 of the Credit Agreement is hereby amended to delete the maximum
Debt/EBITDA Ratio of 4.50 to 1.00 set forth in subsection (a) thereof and to
substitute a maximum Debt/EBITDA Ratio of 4.00 to 1.00 therefor.
SECTION 2. Release of Collateral. Pursuant to Section 9.07(c)(ii) of the Credit
Agreement, all of the Lenders hereby direct the Collateral Trustee, and instruct
the Borrower to direct the Collateral Trustee, to release its Lien on all of the
"Collateral" (as defined in the Collateral Trust Agreement) in accordance with
the procedures described in Section 7 of the Collateral Trust Agreement.
SECTION 3. Representations and Warranties. The Borrower represents and warrants
to each of the Lenders and the Agent that:
(a) This Amendment has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other
similar laws affecting creditors' rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding
at law or in equity).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article V of the Credit Agreement
are true and correct in all material respects with the same effect as if made on
the date hereof, except to the extent such representations and warranties
expressly relate to an earlier date.
(c) Before or after giving effect to this Amendment, no Event of
Default or Potential Event of Default has occurred and is continuing.
SECTION 4. Condition to Effectiveness. The amendments to the Credit Agreement
set forth in this Amendment shall become effective as of the date first above
written when the Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of the Borrower, the Agent and each
Lender.
SECTION 5. Credit Agreement. Except as specifically amended hereby, the Credit
Agreement and each Loan Document shall continue in full force and effect in
accordance with the respective provisions thereof as in existence on the date
hereof. After the date hereof, any reference to the Credit Agreement shall mean
the Credit Agreement as amended hereby.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one contract.
SECTION 8. Expenses. The Borrower agrees to reimburse the Agent for its
out-of-pocket expenses in connection with this Amendment, including the
reasonable fees, charges and disbursements of Sidley & Austin, counsel for the
Agent.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
written above.
USG CORPORATION
By_____________________________
Name:__________________________
Title:_________________________
THE CHASE MANHATTAN BANK,
individually and as Agent
By______________________________
Name:___________________________
Title:__________________________
BANKERS TRUST COMPANY
By______________________________
Name:___________________________
Title:__________________________
CITIBANK, N.A.
By______________________________
Name:___________________________
Title:__________________________
THE BANK OF TOKYO-MITSUBISHI, LTD.,
CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
BANK OF MONTREAL
By______________________________
Name:___________________________
Title:__________________________
BANQUE PARIBAS, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
By______________________________
Name:___________________________
Title:__________________________
THE FIRST NATIONAL BANK OF CHICAGO
By______________________________
Name:___________________________
Title:__________________________
THE FUJI BANK, LIMITED
By______________________________
Name:___________________________
Title:__________________________
THE INDUSTRIAL BANK OF JAPAN,
LIMITED, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
LASALLE NATIONAL BANK
By______________________________
Name:___________________________
Title:__________________________
MORGAN GUARANTY TRUST COMPANY OF NEW
YORK
By______________________________
Name:___________________________
Title:__________________________
THE NORTHERN TRUST COMPANY
By______________________________
Name:___________________________
Title:__________________________
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
TORONTO DOMINION (TEXAS), INC.
By______________________________
Name:___________________________
Title:__________________________
ARAB BANKING CORPORATION
By_____________________________
Name:__________________________
Title:_________________________
MITSUBISHI TRUST & BANKING CORPORATION,
CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________
WACHOVIA BANK OF GEORGIA, N.A.
By______________________________
Name:___________________________
Title:__________________________
TRUST COMPANY BANK
By______________________________
Name:___________________________
Title:__________________________
CAISSE NATIONALE DE CREDIT AGRICOLE
By______________________________
Name:___________________________
Title:__________________________
THE MITSUI TRUST & BANKING CO. LTD.,
NEW YORK BRANCH
By______________________________
Name:___________________________
Title:__________________________
THE SUMITOMO BANK, LTD., CHICAGO BRANCH
By______________________________
Name:___________________________
Title:__________________________