EXHIBIT 4.3
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN AND TRUST
Addendum
By the adoption of the MFS Fund Distributors, Inc. 401(k) Profit Sharing Plan
and Trust, Serial Numbers D263832a and D363831a (the "Prototype Plan Document")
and related Adoption Agreement (the "Adoption Agreement") (the Prototype Plan
Document and the Adoption Agreement collectively referred to as the "Prototype
Documents"), Aztec Manufacturing Co. (the "Employer") has adopted, for the
benefit of its eligible employees, the Aztec Manufacturing Co. Employee Benefit
Plan and Trust (the "Plan"), effective November 1, 1999. Such Plan is an
amendment and restatement in its entirety of a previously established plan of
the Employer which was effective March 1, 1969, and as subsequently amended and
restated, effective March 1, 1993.
This Addendum to the Prototype Documents is hereby adopted by the Employer as
follows:
1. The Plan shall henceforth consist of the Prototype Documents and this
Addendum, as the same may be amended from time to time.
2. The effective Date of this Addendum shall be December 1, 1999.
3. Section 7.12 of the Prototype Plan Document is hereby amended by
adding the following subsections:
a. The Trustee will restrict the investment in qualifying Employer
securities to publicly-traded common stock of the Employer or any
other affiliate of the Employer.
b. Notwithstanding the provisions of Section 7.3(c), each plan
participant shall have the right to direct the Trustee as to the
manner in which to vote that number of shares of Employer stock
credited to his accounts. The number of shares deemed credited to
plan participants' accounts shall be determined as of the date of
record determined by the Employer for which an allocation has
been completed under Section 4.4 and Employer stock has actually
been credited to plan participants' accounts. To facilitate the
voting right, the Employer shall deliver to each participant a
copy of all proxies, notices and other information which it
distributes to shareholders generally. The Employer will, in
addition, establish procedures for the collection and timely
transmission of participants' voting directions to the Trustee.
The directions of each plan participant shall be communicated in
writing and shall be held in confidence by the Trustee and not
divulged to the Employer or any officer or employee thereof. Upon
receipt of the directions, the Trustee shall vote as directed by
the plan participant. The Trustee shall not vote those shares of
Employer stock credited to plan participants' accounts for which
no voting directions have been received. The Trustee will retain
pursuant to
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN AND TRUST Page 1
Section 7.3(c) the right to vote any shares of Employer stock
which have not been credited to plan participants' accounts.
c. Notwithstanding the provisions of Section 7.3(c), in the event of
a tender offer or exchange offer, each plan participant shall
have the right to direct the Trustee as to whether the shares of
Employer stock credited to his accounts shall be tendered or
exchanged in response to such offer. The number of shares
credited to a plan participants' accounts shall be determined as
of the date of record determined by the Employer for which an
allocation has been completed under Section 4.4 and Employer
stock has actually been credited to plan participants accounts.
To facilitate the right to direct the Trustee as to a tender or
exchange offer, the Employer shall utilize its best efforts to
distribute to each plan participant the same information as may
be distributed to the stockholders of the Employer in connection
with such offer. The Employer will, in addition, establish
procedures for the collection and timely transmission of the
participants' tender or exchange offer directions to the Trustee.
The directions of each plan participant shall be communicated in
writing and shall be held in confidence by the Trustee and not
divulged to the Employer, or any officer or employee thereof.
Upon receipt of the directions, the Trustee shall vote as
directed by the plan participant. The Trustee shall not tender or
exchange those shares of Employer stock credited to plan
participants' accounts for which no directions have been
received. Pursuant to Section 7.3(c), the Trustee will retain the
right to tender or exchange those shares of Employer stock which
have not been credited to plan participants' accounts.
d. In addition to its duties as described in Section 2.6 of the
Prototype Plan Document, the Plan Administrator will be
responsible for filing all reports required under federal or
state securities laws with respect to the Plan's ownership
interest in Employer stock. The Plan Administrator will establish
such procedures as it shall deem necessary for compliance with
such reporting requirements and to monitor and restrict transfers
into and out of Employer stock pursuant to the requirements of
Section 16 of the Securities Exchange Act of 1934 and ERISA
Section 404(c).
4. Section 6.10 of the Prototype Plan Document entitled "Pre-Retirement
Distribution" is hereby amended by adding the following to Section 6.10:
"For Participants in the Plan prior to December 1, 1999, a
Participant shall be entitled to receive a distribution of all or
part of his interest in the Plan upon filing a written request
with the Plan Administrator, provided that no distribution shall
be made unless the Participant in the Plan is 100% vested and the
Participant has been a participant in the Plan for 5 years.
In-service distributions are permitted from rollover accounts."
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN AND TRUST Page 2
IN WITNESS WHEREOF, the Employer and Trustees hereby cause this Addendum to the
Prototype Plan Document to be executed on this _____ of November, 1999. This
Plan, however, may not be adopted unless acknowledged by MFS Fund Distributors,
Inc.
EMPLOYER: TRUSTEE:
Aztec Manufacturing Co. First Nebraska Trust Company
By:_______________________________ By:_________________________________
PARTICIPATING EMPLOYER: PARTICIPATING EMPLOYER:
Aztec Industries, Inc. Automatic Processing, Inc.
By: ___________________________ By:____________________________
The Calvert Co., Inc. Gulf Coast Galvanizing, Inc.
By:___________________________ By: ____________________________
Arkansas Galvanizing, Inc. Aztec Manufacturing Waskom
Partnership, Ltd.
By:___________________________ By: ____________________________
Rig-A-Lit Partnership, Ltd. International Galvanizers
Partnership, Ltd.
By:___________________________ By: ____________________________
Drilling Rig Electrical Systems Atkinson Industries, Inc.
Partnership, Ltd.
By:___________________________ By: ____________________________
Arizona Galvanizing, Inc. Hobson Galvanizing Inc.
By:___________________________ By: ____________________________
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN AND TRUST Page 3
CGIT, Westboro, Inc. Aztec Group Company
By:___________________________ By: ____________________________
Aztec Manufacturing Partnership, Ltd.
By: ____________________________
This Addendum may not be adopted unless an authorized representative of MFS Fund
Distributors, Inc. has acknowledged the adoption of the Addendum. Such
acknowledgment is for administerial purposes only. This Addendum only
acknowledges that the Employer adopted this Addendum, but does not represent
that this Plan is a qualified retirement plan under Section 401(a) of the
Internal Revenue Code.
MFS Fund Distributors, Inc.
By: ___________________
AZTEC MANUFACTURING CO. EMPLOYEE BENEFIT PLAN AND TRUST Page 4