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EXHIBIT 8
[CBI INDUSTRIES, INC. LETTERHEAD]
July 16, 1987
Mr. John E. Jones
840 N. Washington Street
Hinsdale, Illinois 60521
Dear John:
In order to confirm the meaning and intent of my letter of January 4,
1982, which set forth the agreement between CBI Industries, Inc. ("CBI") and
yourself as to the pension benefits payable to you by either or both of CBI and
the CBI Pension Plan, this letter shall be a further amendment to the letter of
January 4, 1982 and my letter of December 19, 1986.
We agree that on and after May 3, 1987, the date on which the sum of
your actual CBI service and your Continental Service ("total service") equaled
the 30 years of service required under the provisions of the CBI Pension Plan
("the Plan") to qualify you for immediate early retirement, any termination of
your employment from CBI or its affiliates for any reason shall constitute
retirement for purposes of the Plan and for payment of a pension benefit
from CBI based on such total service.
Please indicate your agreement to the above by signing the two copies
of this letter signed by me, and returning one copy to me.
Sincerely,
/s/ W. A. Pogue
W. A. Pogue, Chairman and
Chief Executive Officer
/s/ John E. Jones
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J. E. Jones
7-28-87
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Date
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[CBI LETTERHEAD]
December 19, 1986
Mr. John E. Jones
840 N. Washington Street
Hinsdale, Illinois 60521
Dear John:
In order to clarify the meaning and intent of my letter of January 4,
1982, which set forth the agreement between CBI Industries, Inc. ("CBI") and
yourself as to the pension benefits payable to you by either or both of CBI and
the CBI Pension Plan, this letter shall be an amendment to the letter of
January 4, 1982.
We agree that:
1. Paragraph 4 of the letter of January 4, 1982 is deleted and
shall be considered as of no effect and never to have been
part of our agreement.
2. The list of pension examples attached to the letter of
January 4, 1982 were then and are now intended and constitute
examples provided for your personal benefit and financial
planning only, and are in no way substantive provisions of,
nor in any way modify, amend or add to, the agreement
expressed in the letter of January 4, 1982.
Please indicate your assent to the above by signing the two copies of
this letter signed by me, and returning one copy to me.
Very truly yours,
/s/ W.A. Pogue
W.A. Pogue, Chairman and
Chief Executive Officer
/s/ John E. Jones
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J.E. Jones
Date: December 23, 1986
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[CBI INDUSTRIES, INC. LETTERHEAD]
January 4, 1982
Mr. John E. Jones
840 N. Washington
Hinsdale, IL 60521
Dear John:
The purpose of this letter is to memorialize previous discussions that took
place at the time of your employment as a full-time employee of CBI Industries,
Inc., relating to retirement benefits.
Immediately prior to such employment, you were an employee of Continental
Illinois National Bank and Trust Company of Chicago and as such you were a
participant in the Continental Illinois Employees' Pension Plan (hereinafter
called "Continental Plan") and had accumulated under that Plan 22.83 years of
service (hereinafter called "Continental Service"). At the time of terminating
employment with the Continental Bank, you had vested rights in the Continental
Plan which would entitle you to an annual pension in the form of a single life
annuity of $37,844.45 upon your attaining age 65. However, the Continental Plan
makes available certain retirement options, including an actuarially reduced
benefit as early as age 55, and the alternative election of either (i) a joint
and survivor annuity where payments continue until the death of the surviving
spouse (or another approved dependent), or (ii) a ten year certain annuity
where payments would be made for your life but not less than 120 guaranteed
monthly payments to you or your named beneficiary.
At the time of your employment by CBI Industries, Inc., it was our desire that
your pension benefits upon retirement as a CBI employee, after taking into
account benefits that you will receive under the Continental Plan, would not be
less than benefits that you might have enjoyed had you been a CBI employee
during the combined periods of your CBI Service and your Continental Service.
You will recognize, of course, that the CBI Pension Plan does not contain
provisions for recognition of service with unrelated employers, and for that
reason the retirement benefits that you will receive will come from the CBI
Pension Trust to the extent that benefits are payable under the provisions of
the CBI Pension Plan, applicable law and ERISA regulations, and the balance
from the general assets of CBI Industries, Inc.
Accordingly, the following has been agreed:
1. Your participation and accrual of vested benefits under the CBI Pension
Plan will begin on the date of your employment, namely March 3, 1980.
2. Your pension benefits will be calculated as including your Continental
Service for both "Years of Service" and "Credited Service" in the event
of your retirement under the Plan or your death while in service with
CBI.
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[CBI Industries, Inc. Letterhead]
J.E. Jones
1/4/82
Page 2
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3. In calculating your total CBI pension benefits as described above,
there shall be offset the value of your benefits under the Continental
Plan, which value shall be the amount of a monthly single life annuity
payable at the same time as you first begin receiving a pension under this
agreement whether or not you begin receiving that annuity at that time, but
that offset will not be applied with respect to the calculation of the
benefit that will be paid to your eligible surviving spouse in the event of
your death following your retirement. The benefit payable to your surviving
spouse, should you die while still in CBI service, will be offset by the
amount payable to her under the Continental Plan.
4. Your retirement benefits as a CBI employee may be reviewed in the event
that either the Continental Plan or the CBI Pension Plan is terminated
prior to your retirement.
This letter, when accepted by you as evidenced by your signature on the
acceptance copy thereof, will constitute a binding obligation of CBI
Industries, Inc. with respect to your retirement benefits. Nevertheless, this
letter shall not be deemed as a contract of employment or as an obligation of
CBI Industries, Inc. to continue to employ you. Nor shall this letter be deemed
as affecting or affected by other benefits that may be provided by the Company
to its employees, such as but not limited to the CBI Profit Sharing Plan, the
CBI Restricted Stock Award Plan and the CBI Employee Stock Purchase Plan.
In order to provide guidance for the future, we have prepared a sheet of
examples of calculations or results flowing from the agreement contained in
this letter, and a copy of that sheet is attached for your reference.
If this letter properly sets forth the understanding that was reached at the
time of your employment, please so indicate by signing the acceptance
endorsement appearing on both signed copies of this letter, and returning one
fully-executed copy to us for our records.
Sincerely yours,
Chairman & President
/s/ W.A. Pogue
lkr
attachment
ACCEPTED THIS 6 day of January, 1982
/s/ John E. Jones
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J.E. Jones
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Sheet attached to Letter from CBI Industries, Inc. to J.E. Jones dated January
4, 1982.
1. J. E. Jones has a deferred vested pension under the Continental Plan, based
upon 22.83 years of service, equal to $37,844.45 annually payable at a normal
retirement age of 65.
2. J. E. Jones will have 30 years of Credited Service required to become
eligible for an unreduced Inability pension upon accumulation of 7.17 years
of CBI service.
3. J. E. Jones will have 35 years of Credited Service required to be eligible
for an Early Retirement pension after 12.17 years of CBI service.
4. In the event J. E. Jones dies while employed by CBI, his eligible spouse's
pension will be 50% of the amount of the pension Mr. Jones would have then
been entitled to receive from the CBI Plan, under calculations using Credited
Service equal to the sum of his Continental service and CBI service, offset
by the actual amount paid to his eligible spouse from the Continental Plan.
5. If J. E. Jones dies after he has begun to receive a CBI pension, leaving an
eligible surviving spouse, she will receive 50% of the pension Mr. Jones was
receiving from the CBI Plan plus 50% of the Continental Plan offset being
applied to his pension under this agreement at the time of his death.
6. If J. E. Jones terminates his CBI employment by retirement as provided in the
CBI Pension Plan (because of age, Inability, Disability or qualifying years
of Credited Service), his pension will be calculated using as Credited
Service his CBI service plus his Continental service, but the pension will be
offset by the amount of a single life annuity payable from the Continental
Plan at the time of his retirement, regardless of the date he actually begins
to receive a pension from the Continental Plan.
7. If J. E. Jones terminates his CBI employment otherwise than by death or
retirement, then he will have a nonforfeitable right at age 65 to any pension
he has accrued, based only on his CBI Credited Service, under the CBI Pension
Plan to date of termination of employment, whether or not such accrued
pension is then vested under the provisions of the CBI Pension Plan.