BMC INDUSTRIES, INC. PROFIT SHARING PLAN
1994 REVISION
SECOND DECLARATION OF AMENDMENT
Pursuant to the retained power of amendment contained in Section 11.2 of the
instrument entitled "BMC Industries, Inc. Profit Sharing Plan--1994 Revision,"
the undersigned hereby amends said instrument in the following manner:
1. Section 3.1 thereof is amended to read as follows:
"3.1 AMOUNT OF PARTICIPATING EMPLOYER CONTRIBUTION. (A) Subject to the
limitations set forth at Article IX, for each Plan Year each Participating
Employer will make a basic contribution under the Plan, from its annual
earnings or profits for the Plan Year or from its accumulated earnings or
profits, in an amount equal to three percent of the aggregate Compensation
for the Plan Year of all Participants eligible to share in the contribution
pursuant to Section 3.2; provided, that, to the extent the Participating
Employer is prevented from making all or any portion of such contribution
for any Plan Year because its current or accumulated earnings or profits
are inadequate, the Participating Employer may, in its sole discretion,
make such contribution in its entirety, or make any specified portion
thereof, notwithstanding such inadequacy.
(B) Subject to the limitations set forth in Article IX, for each Plan
Year each Participating Employer will make an additional contribution under
the Plan for each of the Participating Employer's Participating Business
Units, from its annual earnings or profits for such Plan Year or from its
accumulated earnings or profits, in the amount, if any, separately
determined by the Participating Employer's Board for each Participating
Business Unit based upon the differing annual profit performance of such
Participating Business Units.
(C) Subject to the limitations set forth at Article IX, for each Plan
Year a Participating Employer may contribute with respect to any
participating Business Unit any additional amount determined by its Board
to be advisable to assist the Plan in satisfying any requirement imposed by
the Code or Treasury Regulations."
2. Subsection 3.3(A)(3) thereof is deleted.
3. Subsection 3.3(A)(4) thereof is redesignated as Subsection 3.3(A)(3) and is
amended to read as follows:
"(3) The portion of the contribution described in Section 3.1(C) will be
allocated to each eligible Participant who received Compensation for the
Plan year with respect to services for the Participating Business Unit to
which the portion of the contribution relates (other than administrative
services with respect to which he or she is included in the Corporate
Participating Business Unit unless the contribution relates to the
Corporate Participating Business Unit) and who is not a Highly Compensated
Employee in the same proportion that his or her Compensation for the Plan
Year bears to the aggregate Compensation for the Plan Year of all eligible
Participants in the Participating Business Unit who are not Highly
Compensated Employees."
4. Article VI thereof is amended to read as follows:
"6.1 NO WITHDRAWALS FROM PROFIT SHARING ACCOUNT. No participant may
withdraw any portion of the balance of his or her Profit Sharing Account
while he or she is an Employee.
6.2 NO WITHDRAWALS FROM ROLLOVER ACCOUNT. No Participant may withdraw any
portion of the balance of his or her Rollover Account while he or she is an
Employee."
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5. Appendix A thereof is deleted.
The amendments set forth above are effective January 1, 1998.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers this 2nd day of May, 1997.
BMC INDUSTRIES, INC.
Attest: /s/ Michael P. Hawks By: /s/Christine A. Wolff .
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Secretary Director of Compensation and Benefits
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