1
EXHIBIT 10.05
INTERNATIONAL
RETIREMENT PLAN
FOR
DESIGNATED EMPLOYEES
OF
KELLOGG COMPANY
AND PARTICIPATING COMPANIES
Original Effective Date: January 1, 1985
Restatement Date: January 1, 1992
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RESTATED
INTERNATIONAL
RETIREMENT PLAN
FOR
DESIGNATED EMPLOYEES
OF
KELLOGG COMPANY
AND PARTICIPATING COMPANIES
PREAMBLE
WHEREAS, a certain retirement plan known as the International Retirement
Plan for Designated Employees of Kellogg Company and Participating Companies
(the "Plan") was adopted March 1, 1985, effective January 1, 1985, by Kellogg
Company (the "Company");
WHEREAS, the Plan has been previously amended and restated and the Company
desires to further amend and restate the terms of said Plan;
WHEREAS, Section 10.1 of Article X of the Plan reserves to the Company the
right to change or modify the Plan at any time;
NOW, THEREFORE, pursuant to and in exercise of the power reserved to the
Company in the Plan, the Company hereby restates the International Retirement
Plan for Designated Employees of Kellogg Company and Participating Companies,
effective January 1, 1992, as follows:
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
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ARTICLE I
PURPOSE AND DEFINITIONS
Section 1.1 Purpose: The purpose of the Plan is to ensure a regular income after
retirement, and other benefits, to Designated Employees of the Company, its
affiliates and subsidiaries. Those designated will usually be Employees who
accept transfer of employment from one (1) country to another at the request of
the Company and who, as a result, are unable to accrue retirement and other
benefits at a level approximately equal to that which would be accrued as a
Company Employee as determined by the Committee with all Credited Service
occurring in the United States.
Section 1.2 Beneficiary: That person or persons selected by the Participant in
writing who is eligible to receive benefits from the Plan on the death of the
Participant.
Section 1.3 Employer: The Company or any subsidiary or affiliate so designated
by the Committee.
Section 1.4 Committee: The International Retirement Plan Administration
Committee described in Article XI.
Section 1.5 Disability: For purposes of this Plan,
Disability is defined as follows:
(a) Inability of the Employee, due to mental or physical impairment, to
perform the functions of his regular occupation. This definition (a)
applies exclusively for the purpose of determining a Participant's
eligibility for a Disability Income Benefit under Section 7.2.
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
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(b) Inability of the Employee, due to mental or physical impairment, to
perform any job for which he is reasonably qualified by reason of his
education, skill or experience. This definition (b) applies
exclusively for the purpose of determining a Participant's eligibility
for a Disability Income Benefit under Section 7.3.
(c) Inability of the Participant to perform any substantially gainful work
due to mental or physical impairment, and such mental or physical
impairment is expected to last at least twelve (12) months or result
in earlier death. This definition (c) applies exclusively for the
purpose of determining a Participant's eligibility for a Disability
Retirement Benefit under Section 7.5. The determination as to whether
a Participant has incurred a Disability under this definition (c) is
solely within the judgment of the Committee.
Section 1.6 Participant: Any Employee of an Employer who satisfies the
conditions for participation set forth in Section 2.1
Section 1.7 Employee: Any permanent, full-time Employee who is classified as
such in accordance with the Company's personnel policy.
Section 1.8 Board: The Board of Directors of the Company.
Section 1.9 Effective Date: January 1, 1992. The provisions of this Restatement
are effective with respect to
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
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those Participants in active service with an Employer on or after January 1,
1992, and it shall apply with respect to benefits accrued before and after that
date.
Section 1.10 Plan Year: A twelve-month (12-month) period beginning on January 1
and ending on December 31.
Section 1.11 Actuarial Equivalent: Equality in value of the aggregate amounts
expected to be received under different forms of payments, which value shall be
determined assuming interest at a rate and mortality tables as adopted from time
to time by the Committee.
Section 1.12 Approved Absence: Any leave of absence granted by an Employer for
temporary Disability and for military service under approved written policies,
or for other reasons approved by the Committee.
Section 1.13 Credited Service: Total period in full and fractional years by
month of full-time uninterrupted employment rendered as an Employee with an
Employer between the eligibility date designated by the Committee and
retirement, provided that if there is a break in employment, Credited Service
shall include only the period of employment rendered following such break,
unless the Company designates in writing a different period.
(a) An Approved Absence or a transfer between locations or between one (1)
Employer and another normally shall not be regarded as constituting a
break in employment.
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(b) At the discretion of the Committee, service with another company prior
to its becoming an Employer may be counted as Credited Service.
(c) Any period during which a Participant was entitled to participate in a
private retirement program of an Employer and elected not to
participate or who withdraws his contributions subsequent to
participation, shall not be counted as Credited Service; unless local
law allows restoration of Credited Service and the Participant
complies with local law so as to restore Credited Service.
Section 1.14 Earnings: the total of Cash Earnings paid by the Employer as
base salary, fixed Earnings [such as thirteenth (13th) month payment], any type
of cash incentive Earnings (e.g. bonuses) but specifically excluding
termination indemnities, any payments in lieu of time off for vacation and
expatriation premiums, allowances and any awards under a long-term [longer
than one (1) year] incentive plan or stock option plan.
Section 1.15 Final Average Earnings: The highest annual average Earnings
over a consecutive three-year (3-year) period during the ten (10) years
immediately preceding retirement, Disability, death or termination of
employment. Any period of Approved Absence or a period not qualifying as
Credited Service may be excluded from the computation at the discretion of the
Committee. If an Approved Absence is due to a long-term Disability, Final
Average Earnings shall be no less than the amount of Final Average Earnings
determined as of the date of Disability.
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Section 1.16 Life Annuity: An annuity paid monthly, commencing on a given
date and ending on the first (1st) day of the month in which the Participant's
death occurs.
Section 1.17 Gender: The masculine pronoun, wherever used, includes the
feminine. Whenever any words are used in the singular, they shall be construed
as though they were also used in the plural, in all cases where they would so
apply.
Section 1.18 Determinations: The length of Credited Service and the amount
of Earnings shall be determined by the Committee from the records of the
Employer and the Committee's determination shall for all purposes under this
Plan be final and conclusive upon all persons interested or who may become
interested in the Plan.
Section 1.19 Amounts: The amounts of retirement income and the amounts of
the offsets referred to in Article V shall be determined by the Committee in its
sole discretion.
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ARTICLE II
ELIGIBILITY AND APPROVAL FOR PARTICIPATION
Section 2.1: An Employee of an Employer may become a Participant of this
Plan on the first (1st) day of any month coincident with or subsequent to the
date upon which all of the following conditions shall be met:
(a) Employer Recommendation: He is an Employee as described in Section
1.7 of this Plan, and has been recommended for participation in this
Plan by an Employer.
(b) Committee Designation: He is designated for participation in the Plan
by the Committee in accordance with rules and regulations adopted by
the Committee.
Section 2.2: Participation in the Plan does not constitute a guarantee or
contract of employment with the Employer.
Section 2.3: The Committee shall have the right to determine whether any
Participant shall continue to accrue benefits under the terms of the Plan.
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ARTICLE III
PAYMENT OF PLAN BENEFITS
Section 3.1: The Committee shall advise the Participant of the amounts and
conditions of payment of benefits under the Plan as approved by the Committee,
at Retirement.
Section 3.2: All benefit amounts determined under the Plan shall be denominated
in United States of America dollars and any Earnings, offsets or sums in other
currencies used to compute benefits shall be converted to dollars according to
rates of exchange determined by the Committee.
Section 3.3: At the time benefits commence, the Participant or his Beneficiary
may elect to have the benefit payable in U.S. dollars, in the currency of the
country of his citizenship, or in the currency of the country in which he plans
to retire. Payment in any other currency may be made only with the approval of
the Committee. This election may be made only once; however, if, after such
initial election, the currency so elected becomes a "blocked" currency through
governmental action, the Participant or his Beneficiary will be afforded a
subsequent election. Similarly, if a subsequently elected currency becomes a
"blocked" currency through governmental action, the Participant or his
Beneficiary will be afforded the right to a subsequent election.
(a) The exchange rate applied in converting the benefits calculated in
dollars to the currency of payment shall be determined by the
Committee in accordance with consistent rules adopted by the
Committee.
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(b) Once determined, benefits payable under the Plan shall remain fixed in
the currency elected by the Participant or his Beneficiary unless the
Committee, in the light of special circumstances and with the
agreement of the Participant or his Beneficiary, approves a change.
For purposes of this Section 3.3, a currency shall be considered blocked if
the Plan is unable to make payment to a Participant or Beneficiary in the
currency elected.
Section 3.4: The Committee reserves the right to terminate benefits to any
Participant who fails to comply with any administrative requirement imposed by
the Committee.
In addition, the Committee reserves the right to terminate benefits to any
Participant, or the Beneficiary of such Participant, whose actions are
detrimental to the interests of the Company or an Employer.
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ARTICLE IV
RETIREMENT DATES
Section 4.1 Normal Retirement Date: A Participant's Normal Retirement Date
shall be the first (1st) day of the month coincident with or next following his
sixty-fifth (65th) birthday.
Section 4.2 Early Retirement Date: Upon written notice filed with the
Committee, a Participant may retire on the first (1st) day of any month
coincident with or following the Participant's fifty-fifth (55th) birthday and
prior to his Normal Retirement Date, provided he has completed twenty (20) years
of Credited Service. Provided he had completed at least thirty (30) years of
Credited Service, a Participant who has not attained age fifty-five (55) may
retire on the first (1st) day of any month coincident with or following
completion of thirty (30) years of Credited Service.
Section 4.3 Pre-Normal Retirement Date: A Participant may retire on the
first (1st) day of any month coincident with or following the Participant's
sixty-second (62nd) birthday.
Section 4.4 Disability Retirement Date: If a Participant incurs a
Disability as defined in Section 1.5 (c), he shall be eligible to retire on the
first (1st) day of any month following the date of Disability as determined by
the Committee.
Section 4.5 Deferred Retirement Date: If the Retirement Date of any
Participant is deferred to a date beyond Normal Retirement Date, Credited
Service will include all years of full-time employment beyond Normal Retirement
Date.
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ARTICLE V
RETIREMENT INCOME
Section 5.1 Retirement Income at Normal Retirement Date: The Normal
Retirement Income payments to a Participant who retires at his Normal Retirement
Date shall be, unless the Committee authorizes otherwise, a Life Annuity,
payable monthly commencing on his Normal Retirement Date. The annual benefit
shall be determined as follows:
(a) The Participant's Final Average Earnings multiplied by the sum (i) and
(ii) below:
(i) two percent (2%) multiplied by the full and fractional years by
month of Credited Service after January 1, 1985;
(ii) one and eight tenths percent (1.8%) multiplied by the full and
fractional years by month of Credited Service before January 1,
1985;
LESS
(b) The Life Annuity Actuarial Equivalent of the sum of any annual
pensions payable from any private plan, statutory termination
indemnity benefit, other mandatory benefits, or old age benefit under
any national, regional or local government or agency thereof and/or
termination or liquidation benefit or premium or bonus or any
combination thereof which an Employer must pay according to law
attributable to service during which the Employer has contributed of
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attributable to the same period of service as covered by this Plan,
including the annuity value of any lump-sum benefits whether paid or
payable from any Employer-sponsored pension plans, and savings plans
or provident funds which are attributable to Company contributions;
provided, however, that the Life Annuity Actuarial Equivalent of any
benefit attributable to a Participant's own pre- or post-tax
contributions to a defined contribution plan shall not be recognized
under this paragraph (b).
Section 5.2 Retirement Income at Early Retirement Date: The amount of retirement
income payments to a Participant who retires on an Early Retirement Date shall
be determined as follows:
(a) An amount calculated as under Section 5.1(a) above, but (i) if the
Participant's retirement income payments commence prior to his 62nd
birthday but on or after his 60th birthday, such amount shall be
reduced one-sixth percent (1/6%) for each full month by which the
Participant's Early Retirement Date precedes age sixty-two (62) and
follows his 60th birthday, and (ii) if the Participant's retirement
income payments commence prior to his 60th birthday, such amount shall
also be reduced by one-third percent (1/3%) for each full month by
which the Participant's Early Retirement Date precedes age sixty (60);
LESS
(b) An amount calculated as in Section 5.1(b) above, estimated when
necessary under the assumption that
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Earnings remain level from the Early Retirement Date until the
earliest commencement date of each such pension, as appropriate.
In the event that early retirement occurs before (i) age sixty-two
(62) and after the completion of ten (10) years of Credited Service
and is on account of Disability or (ii) after age fifty-five (55) and
after completion of thirty (30) years of Credited Service, the
reduction in Section 5.2(a), above, does not apply.
Section 5.3 Retirement Income at Deferred Retirement Date: The amount of
retirement income payments to a Participant who retires on a Deferred Retirement
Date shall be calculated according to Section 5.1 above, based on Final Average
Earnings and Credited Service as of the Deferred Retirement Date. Credited
Service may, under this circumstance, include all years of full-time employment.
Section 5.4 Payments of Retirement Income: Retirement income payments determined
in accordance with Sections 5.1, 5.2, 5.3 and 5.4, and any death benefit
determined in accordance with Section 6.1 may be paid in any form (Life Annuity,
installments, lump sum etc.) authorized by the Committee. Any optional payment
form shall be calculated to be Actuarially Equivalent to the normal form of
benefit. However:
(a) If any retirement income is less than a minimum amount determined by
the Committee, the Committee may, in its sole discretion, direct that
the retirement income be paid at intervals greater than monthly or, in
lieu of and in full satisfaction of such retirement income,
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direct that its Actuarial Equivalent be paid in one (1) lump-sum
payment or in installments.
(b) In the event that the Committee finds that a Participant or other
person entitled to retirement income is unable to care for his affairs
because of illness or accident or is a minor, the Committee may direct
that any benefit payment due him, unless claim shall have been made
therefore by a duly appointed legal representative, be paid to the
relative of the Participant determined by the Committee to be
responsible for the Participant's care and support.
Any payment so made shall be a complete discharge of the liabilities
of the Plan.
(c) If a Participant dies and there is no surviving Beneficiary designated
by the Participant, the Committee may pay any benefit due him, unless
claim shall have been made by a duly appointed legal representative,
to the following in sequence, if living: spouse, children, parents,
brothers or sisters. Any such payment shall be a complete discharge of
the liabilities of the Plan.
Section 5.5 Early Retirement Supplement: If a Participant retires after
attaining the Early Retirement Date specified in Section 4.2, such Participant
may at the Discretion of the Committee be entitled to receive, in addition to
the benefit provided under Section 5.2, an Early Retirement Supplement of two
hundred and ninety dollars ($290.00) per month from the Early Retirement Date to
age sixty-two (62); but if, and only if, the Participant is at least fifty-five
(55) years of age and
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has completed thirty (30) or more Years of Service. Participants who would have
met the requirements to receive an early retirement supplement as described in
the preceding sentence, but for the fact they did not complete thirty (30) or
more Years of Service, may at the discretion of the Committee be entitled to
receive an early retirement supplement from the Early Retirement Date to age
sixty-two (62) of nine dollars and fifty cents ($9.50) per month for each year
of Credited Service; but if, and only if, the sum of the Participant's age and
Years of Service equal eighty-five (85).
Notwithstanding any provisions of this Article V to the contrary,
Participants continuing to work after their Early Retirement Date, either for
themselves or for others, and earning an amount for services rendered after
retirement during any calendar year, which exceeds the total amount of the Early
Retirement Supplement which was paid during that calendar year, shall be
ineligible to receive an Early Retirement Supplement the following calendar year
and the calendar year thereafter; except as otherwise provided herein. A
Participant disqualified from receiving an Early Retirement Supplement may
qualify to receive an Early Retirement Supplement during any succeeding calendar
year if he would otherwise be eligible under the provisions of this Section 5.5,
and his Earnings for services rendered after retirement during the calendar year
prior to the calendar year in which he desires to receive an Early Retirement
Supplement, did not exceed the amount of the Early Retirement Supplement to
which he would have been entitled during such prior calendar year had he been
eligible to receive an Early Retirement Supplement.
Participants may also be deemed ineligible to receive an Early Retirement
Supplement at the discretion of the Committee,
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should they fail to supply the Committee, at the Committee's request,
information necessary to ascertain such Participant's calendar year income.
The reference to U.S. Dollars ($) in this Section 5.5 are solely for
purposes of calculating the benefit and payments of benefits under this Section
5.5 will be made in accordance with the provisions of Article III.
Section 5.6 Benefit Adjustments: The benefits of any Participant or
Beneficiary in pay status may be adjusted at the sole discretion of the
Committee.
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ARTICLE VI
DEATH BENEFITS
Section 6.1 Income Replacement Upon Death of a Participant Prior to
Retirement: In the event of the death of a married Participant who has five (5)
or more years of Credited Service, but who has not yet retired under this Plan
at the time of his death, the Committee will authorize the payment to the
Participant's surviving spouse of a benefit calculated as though the Participant
had retired on the day before his death, and elected a fifty percent (50%)
spouse joint-annuity optional form of benefit. The fifty percent (50%) spouse
joint-annuity shall be calculated by determining the benefit that would be
payable in accordance with Section 5.1(a) less the amount determined in Section
5.1(b) adjusting that net amount for the fifty percent (50%) spouse
joint-annuity form and for any early retirement factor if applicable, and
dividing that adjusted net benefit by two. Such surviving spouse benefit shall
commence as of the later of (a) the month following the month of the
Participant's death or (b) the month the Participant would have attained his
fifty-fifth (55) birthday. Notwithstanding the foregoing in the case of a
Participant who has completed 30 years of Credited Service, such benefit shall
commence in the month following the Participant's death.
Section 6.2 Lump Sum Benefit Paid upon Death of a Participant Prior to
Retirement: In the event of the death of a Participant prior to his retirement,
his Beneficiary is entitled to a lump-sum death benefit, equal to the remainder
of Section 6.2(a)(1) minus section 6.2(a)(2) below or Section 6.2(b)(1) minus
Section 6.2(b)(2) below, whichever is appropriate.
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(a) Death Not Resulting from an Accident
(1) One and one-half (1 1/2) times the Participant's annual base
salary [including other fixed Earnings such as a thirteenth
(13th) monthly payment]. The maximum amount of lump-sum death
benefit is such amount established from time to time by the
Committee;
LESS
(2) Any lump-sum death benefits or the lump-sum Actuarial Equivalent
of any death benefits provided by any other plans of the
Employer.
(b) Death Resulting from an Accident
(1) In the event of an accidental death of a Participant, a lump sum
benefit of three (3) times the Participant's annual base salary
[including other fixed Earnings such as a thirteenth (13th)
monthly payment]. The maximum amount of lump sum death benefit
will be established from time to time by the Committee.
In the case of permanent partial Disability, a prorated portion
of the lump-sum benefit may be paid, in accordance with rules
established from time to time by the Committee;
LESS
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(2) Any lump-sum death benefits or the lump-sum Actuarial Equivalent
of any death benefits provided by any other plans of the
Employer, except for any business travel accident insurance
benefits.
Notwithstanding paragraph (a) and (b) above, no accidental death or
dismemberment payment will be made for any loss which results directly or
indirectly, wholly or partly, from any of the following:
(a) self-destruction or attempted self-destruction,
(b) war or any act of war whether or not declared,
(c) accident occurring while on full-time active duty in the armed forces
of any country,
(d) illness, disease, pregnancy, childbirth, miscarriage, bodily infirmity
or bacterial infection from an accident cut or wound, and
(e) travel in experimental aircraft, space travel, air travel in any
aircraft owned, operated or leased by the Participant.
Section 6.3 Death of a Participant After Retirement: In the event of the
death of a Participant after his retirement there will be no further payments
under this Plan beyond that which may be inherent in the form of benefit payment
elected at the time of retirement; e.g., Contingent Annuitant or period certain
and Life Annuity.
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Section 6.4 Death of a Participant During Disability: If a Participant
incurs a Disability, he shall remain eligible for the lump sum death benefit in
effect as of the date of the onset of Disability until he reaches his Normal
Retirement Date or recovers from the Disability, if this should occur earlier.
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ARTICLE VII
DISABILITY BENEFITS
Section 7.1 Short-Term Disability: No benefits will be paid under this Plan
for a Disability, as defined in Section 1.5(a) or Section 1.5(b) until the last
day of the twelfth (12th) month after the onset of such condition.
Section 7.2 Intermediate-Term Disability: Should a Participant have
incurred a Disability, as defined in Section 1.5(a), beginning with the first
(1st) day of the thirteenth (13th) month after the onset of such condition and
continuing to the last day of the thirtieth (30th) month after the onset of such
condition, the Participant will receive a monthly Disability Income Benefit for
each month such Disability continues equal to sixty percent (60%) of one-twelfth
(1/12) of annual base salary [including any other fixed Earnings such as
thirteenth (13th) monthly payment], reduced by one hundred percent (100%) of any
and all disability income benefits payable from any Employer sponsored programs,
including at the discretion of the Committee any early retirement benefit
payable under Section 5.2, and any benefits payable from a statutory disability
program as required under local law.
Section 7.3 Long-Term Disability: Should a Participant have incurred a
Disability, which at its onset met the definition contained in Section 1.5(a)
and beginning with the first (1st) day of the thirty-first (31st) month after
its onset meets the definition contained in Section 1.5(b), the Participant will
receive a monthly Disability Income Benefit for each month such Disability
continues equal to sixty percent (60%) of one-twelfth (1/12) of annual base
salary [including any other fixed Earnings such as a thirteenth (13th) monthly
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payment], reduced by one hundred percent (100%) of any and all disability income
benefits payable from any Employer sponsored programs, including at the
discretion of the Committee any early retirement benefits payable under Section
5.2.
Section 7.4 Duration of Disability Income Benefits:
(a) For Participants under age sixty (60) at the date of Disability, the
Disability Income Benefit shall be paid each month that the
Participant lives until he recovers, no longer satisfies the
applicable definition of Disability, becomes employed, or until he
attains age sixty-five (65), whichever occurs first (lst).
(b) For Participants over age sixty (60) at the date of Disability, the
Disability Income Benefit will be limited to five (5) years, until he
no longer satisfies the applicable definition of Disability, becomes
employed or dies, whichever occurs first (1st).
Section 7.5 Disability Retirement:
(a) Should a Participant incur a Disability within the meaning of Section
1.5(c), he will be eligible for a Disability Retirement Benefit should
the Participant have ten (10) or more years of Credited Service as
defined in Section 8.1 at the time of the Disability Retirement Date.
Such benefit shall be payable monthly commencing on the first (1st)
day of the month following the Participant's Disability Retirement
Date. The annual Disability Retirement Benefit shall
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be equal to the benefit calculated under Section 5.1. Unless the
Participant elects otherwise, the Disability Retirement Benefit shall
be paid as a Life Annuity, if the Participant is not married, or as a
fifty percent (50%) spouse joint-annuity form of benefit, if the
Participant is married, or under an optional form elected by the
Participant in accordance with Section 5.4.
The Disability Retirement Benefit shall be paid each month the
Participant lives until he recovers or no longer satisfies the
applicable definition of Disability, or until the death of the
Participant or the Participant's spouse, depending on the form of
benefit chosen.
(b) In no event shall a Participant receive a Disability Income Benefit
under Sections 7.2 or 7.3 while also receiving a Disability Retirement
Benefit under this Section 7.5. In the event a Participant has
satisfied the eligibility requirements for both a Disability Income
Benefit under Section 7.2 or 7.3 and a Disability Retirement Benefit
under this Section 7.5 the Participant may elect (i) to receive the
income benefit described in Section 7.2 or 7.3 until he attains age 65
(or such later date as provided in Section 7.4(b)) at which time his
benefit shall be converted to a retirement benefit in accordance with
Section 5.1, or (ii) to commence receipt of the benefit described in
Section 7.5(a).
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ARTICLE VIII
TERMINATION OF EMPLOYMENT
Section 8.1: Upon the termination of a Participant's employment before
completion of five (5) years of Credited Service, such Participant shall cease
to be a Participant and shall not be entitled to receive any benefits under this
Plan.
Section 8.2: If employment is terminated after completion of five (5) years
of Credited Service and before the attainment of age fifty-five (55), a
Participant is entitled to a pension calculated as in Section 5.1 based on
Credited Service to termination date and in the event of the terminated
Participant's death prior to the commencement of such benefits, his spouse, if
any, shall be entitled to the survivor pension calculated as in Section 6.1.
Payments begin at age sixty-five (65), or, at the Participant's election,
payments may start as early as age fifty-five (55). Payments to a surviving
spouse begin when the Participant would have attained age sixty-five (65), or,
at the surviving spouse's election, payments may start as early as when the
Participant would have attained age fifty-five (55). In the latter cases
payments will be the Actuarial Equivalent of the amount payable at Normal
Retirement Date.
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ARTICLE IX
FINANCING
Section 9.1 Employee contributions: No Participant shall be required to
make contributions under the Plan. No voluntary contributions will be accepted.
Section 9.2 Company Contributions: The Company shall provide for the entire
cost of the Plan in a manner determined by the Company.
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ARTICLE X
AMENDMENT OR TERMINATION
Section 10.1: The Company reserves the right to change, modify or
discontinue the Plan at any time. Such change, modification or discontinuance
shall not affect the Plan's obligation to pay benefits previously accrued.
Section 10.2: In the event that the Plan should be so discontinued, the
Committee shall determine the amount of benefits attributable under the Plan to
the date of discontinuance. Actual payment of any benefits, including payments
to Participants already retired, however, shall be subject to approval of the
Committee as provided in Article III.
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
PAGE 27
ARTICLE XI
ADMINISTRATION OF PLAN
Section 11.1 Appointment of Committee: The Chairman of the Board shall
appoint a Committee of no less than three (3) members, one (1) of whom shall be
designated by the Chairman of the Board as Chairman. Members of this Committee
may be directors, officers or Employees of the Company or another Employer. All
members of the Committee shall serve at the pleasure of the Chairman of the
Board. Vacancies on the Committee, arising for any reason whatsoever, shall be
filled by the Chairman of the Board. Any member of the Committee may resign of
his own accord by delivering his written resignation to the Chairman of the
Board.
Section 11.2 Organization and Operation of Committee: In the Chairman of
the Committee's absence, those present will choose one (1) of their number to
act as Chairman. The Committee shall act by the majority of members then in
office at all meetings and may set up a procedure to act upon matters by vote in
writing without a meeting. The Committee, by unanimous written consent, may
authorize one (1) or more of its members to sign directions, communications and
to execute documents on behalf of the Committee.
Section 11.3 Powers of Committee: The Committee shall administer the Plan
and is authorized to make such rules and regulations as it may deem necessary
and proper to carry out the provisions of the Plan and to designate actuaries,
attorneys, accountants and such other persons as it shall deem necessary or
desirable in the administration of the Plan. The Committee shall consider any
question arising in the administration, interpretation and application of the
Plan, and its
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
PAGE 28
determination on said question shall be conclusive and binding on all
persons.
Section 11.4 Actuarial Calculations: The Committee shall adopt from time to
time actuarial methodology, assumptions, and factors to be used in administering
the Plan. The Committee shall determine from time to time the per centum rate of
interest to be used as the basis for any actuarial calculations, or for
calculation of the forms of payment authorized by the Committee under Article V.
Section 11.5 Accounts and Reports: The Committee shall maintain records
showing the fiscal operations of the Plan, and shall keep in convenient form
such data as may be necessary for actuarial valuations of the liabilities of the
Plan, or calculation of benefit entitlements of Participants.
Section 11.6 Expenses of Committee: All reasonable expenses of the
Committee shall be paid by the Company, but no compensation will be paid to any
Committee member for serving on the Committee. Such expenses shall include any
expenses incident to the functioning of the Committee, including, but not
limited to, fees for actuarial and legal counsel, accounting and clerical
services, and other costs of administering the Plan.
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
PAGE 29
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.1 Subsidiaries: All subsidiaries or affiliates of the Company are
designated as an Employer. In the event that a subsidiary or affiliate has
ceased to be an Employer, the Committee shall reserve the right to determine the
Plan's liability for each Participant who is an Employee of such former
subsidiary or affiliate.
Section 12.2 Limitation of Responsibility: Neither the establishment of
this Plan or any modification thereof, nor the creation of any fund or account,
nor the payment of any benefits, shall be construed as giving to any Participant
or other person any legal or equitable right against the Employer, or any
officer or Employee thereof, or the Committee, except as herein provided; and in
no event shall the terms of employment of any Participant be modified or in any
way affected thereby.
Section 12.3 Restrictions on Alienation and Assignment: The right of any
Participant or any other person to any benefit or to any payment hereunder or to
any separate account shall not be subject to alienation or assignment.
Section 12.4 Authority of Officers of the Company: Whenever the Company
under the terms of this Plan is permitted or required to do or perform any act
or matter or thing, it shall be done and performed by any officer thereunder
duly authorized by its Board of Directors.
Section 12.5 Laws of Michigan to Control: The validity and effect of this
Plan and the rights and obligations of all parties hereto and of all other
persons affected thereby shall
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INTERNATIONAL RETIREMENT PLAN -- RESTATED
PAGE 30
be construed and determined in accordance with the laws of the State of
Michigan, except that by reason of the company being a Delaware Corporation, the
laws of Delaware control its powers and those of its Directors. In case any
provisions of this Plan shall be held illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining provision hereof, but
this Plan shall be construed and enforced as if said illegal and invalid
provisions had never been inserted herein.
IN WITNESS WHEREOF, the Kellogg Company has caused its corporate seal to be
affixed and has caused its name to be signed hereby by its Chairman, pursuant to
due authority of its Board of Directors this day of ,
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KELLOGG COMPANY
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By: Chairman
ATTEST:
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