Exhibit 10.6.i
FOURTH AMENDMENT OF
FMC TECHNOLOGIES, INC. EMPLOYEES' RETIREMENT PROGRAM
PART I SALARIED AND NONUNION HOURLY EMPLOYEES' RETIREMENT PLAN
WHEREAS, FMC Technologies, Inc. (the "Company") maintains the FMC
Technologies, Inc. Employees' Retirement Program Part I Salaried and Nonunion
Hourly Employees' Retirement Plan (the "Plan");
WHEREAS, amendment of the Plan is now considered desirable to clarify the
Plan language to reflect certain administrative practices and include reference
to applicable regulations; and
WHEREAS, this amendment shall supersede the provisions of the Plan to the
extent those provisions are inconsistent with the provisions of the amendment;
NOW, THEREFORE, by virtue and in exercise of the powers reserved to the
Company under Section 11.1 Plan Amendment or Termination of the Plan, the Plan
is hereby amended, effective May 1, 2001, in the following respects:
1. The definition of Hour of Service contained in Article I of the Plan
is hereby amended to read as follows:
"Hour of Service means each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliate for
the performance of duties and, for each FMC Participant, each hour of
service credited to such individual under the FMC Plan as of the date prior
to the Effective Date for such FMC Participant. Hours of Service will be
credited to the Employee for the computation period in which the duties are
performed. To the extent required by law, Hour of Service will include each
hour for which an Employee is paid, or entitled to payment, by the Company
or an Affiliate on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence. No more
than 501 Hours of Service will be credited for any single continuous period
(whether or not such period occurs in a single computation period). Hours
of Service for these purposes will be calculated and credited pursuant to
section 2530.200b-
2 of the Department of Labor Regulations which is incorporated herein by
this reference. Also, to the extent required by law, Hours of Service will
include each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Company or an Affiliate,
provided, however, the same hours of service will not be credited. These
hours will be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is made."
2. The definition of Participant contained in Article I of the Plan is
hereby amended to read as follows:
"Participant means an Eligible Employee who has begun, but not ended,
his or her participation in the Plan pursuant to the provisions of Article
II and, unless specifically indicated otherwise, shall include each FMC
Participant. If a Participant who is vested in the Participant's accrued
benefit on his or her Severance from Service Date is subsequently
reemployed after his or her Severance from Service Date, he or she will
become a Participant immediately upon reemployment. If a Participant who is
not vested in the Participant's accrued benefit on his or her Severance
from Service Date is subsequently reemployed after his Severance from
Service Date, he or she will become a Participant immediately upon
reemployment, unless his or her Period of Severance is greater than or
equal to five One-Year Periods of Severance."
3. The definition of Period of Service contained in Article I of the Plan
is hereby amended to read as follows:
"Period of Service means the period commencing on the Effective Date
and ending on the Severance from Service Date including, for each FMC
Participant, periods of service credited under the FMC Plan as of the date
immediately prior to the relevant Effective Date for such FMC Participant.
All Periods of Service (whether or not consecutive) shall be aggregated.
For a Participant who is not immediately eligible to participate in the
Plan under the terms of Section 2.1 hereof, Period of Service shall include
service from and after the first day of the period in which they become
eligible to participate in the Plan pursuant to the terms of Section 2.1,
but in no event earlier than the Participant's date of hire by the Company
or its Affiliates. Notwithstanding the foregoing, if an Employee incurs a
One-Year Period of Severance at a time when he or she has no vested
interest under the Plan and the Employee does not perform an Hour of
Service within 5 years after the beginning of the One-Year Period of
Severance, the Period of Vesting Service prior to such One-Year Period of
Severance shall not be aggregated."
4. Section 2.1 Eligibility and Commencement of Participation is hereby
amended by eliminating the word "permanent" in Subsection (b) and replacing it
with the word "regular."
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5. Section 3.1.3 Increases for Employee Contributions: is hereby
amended to read as follows:
"3.1.3 Increases for Employee Contributions: Employee Contributions and
Interest credited to a Participant are not paid as an accrued benefit, but
rather may be withdrawn by the Participant at any time pursuant to Section
5.2 hereof. However, if a Participant does not elect to withdraw the
Employee Contributions and Interest credited to the Participant either at
the time of Retirement or before, pursuant to the terms of Section 5.2
hereof, a Participant's Normal Retirement Benefit shall be increased $1 for
each $120.00 of unwithdrawn Employee Contributions credited to the
Participant."
6. Section 3.1.4 Reductions for Certain Benefits: is hereby amended to
read as follows:
"3.1.4 Reductions for Certain Benefits: A Participant's Normal Retirement
Benefit shall be reduced by the value of (a) for FMC Participants, the FMC
Participant's vested benefit accrued under the FMC Plan as of November 30,
1985 (to the extent funded by the Aetna nonparticipating annuity contract
or the Prudential nonparticipating annuity contract) and (b) any vested
benefit payable to the Participant under the FMC Plan or any pension,
profit sharing or other retirement plan other than the Savings Plan
(hereinafter called "Duplicate Benefit Plan") which is attributable to any
period which counts as Credited Service under this Plan. For purposes of
determining the amount of any Duplicate Benefit Plan reduction, the vested
benefit under the Duplicate Benefit Plan shall be converted to a form which
is identical to the form of benefit which is to be paid under this Plan,
including any applicable reductions for early commencement as determined
under the Plan or the Duplicate Benefit Plan, as applicable. Such values
will be determined as of the earlier of the Annuity Starting Date under the
Plan, or the date distribution of such vested benefit was made or commenced
under the Duplicate Benefit Plan, as applicable."
7. Section 3.2.4 Adjustments to Early Retirement Benefit: is hereby
amended to read as follows:
"3.2.4 Adjustments to Early Retirement Benefit: To the extent applicable, a
Participant's Early Retirement Benefit shall be increased as provided in
Section 3.1.3 except that the number of dollars of unwithdrawn Employee
Contributions and Interest required to provide $1 of monthly retirement
benefits shall be increased by $3 for each full year by which the
commencement of the Participant's Early Retirement Benefit precedes the
Participant's Normal Retirement Date. Partial years shall be prorated on
the basis of $0.25 per month."
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8. Section 3.3.1 Deferred Retirement: is hereby amended to read as
follows:
"3.3.1 Deferred Retirement: A Participant who retires after the Normal
Retirement date shall be entitled to receive a Normal Retirement Benefit
determined under Section 3.1.2 commencing as of the first day of the month
coinciding with or next following the date the Participant actually
retires. Each Participant shall accrue additional benefits hereunder after
the Participant's Normal Retirement Date with respect to the portion of the
Normal Retirement Benefit which is attributable to contributions by the
Company, and the amount, if any, of Employee Contributions and Interest
required to provide $1 of monthly retirement benefit under Section 3.1.3
shall be decreased by $3 for each full year by which the commencement of
the Normal Retirement Benefit follows the Normal Retirement Date. Partial
years shall be prorated on the basis of $0.25 per month. If a Participant
who is not employed by the Company or its Affiliates on his or her Normal
Retirement Date defers his or her Normal Retirement Benefit beyond his or
her Normal Retirement Date, the Normal Retirement Benefit will be paid
retroactive to the Participant's Normal Retirement Date as soon as
reasonably practicable after the Plan Administrator learns of the deferred
benefit."
9. Section 3.3.2 Distribution Requirements is hereby amended by adding
the following sentence to the end thereof:
"To the extent required by Code Section 401(a)(9)(C)(iii), or any other
applicable guidance issued thereunder, with respect to a Participant who
retires in a calendar year after the calendar year in which the Participant
attains age 70 1/2, the actuarial increase in such Participant's accrued
benefit mandated by Code Section 401(a)(9)(C)(iii) shall be implemented
notwithstanding any suspension of benefits provision applicable to such
Participant pursuant to ERISA 203(a)(3)(B), Code Section 411(A)(3)(B) and
the terms of the Plan."
10. Section 4.2 Amount of Termination Benefit is hereby amended to read
as follows:
"4.2 Amount of Termination Benefit
Except as otherwise provided in the applicable Supplement or in Section
3.6, a Participant's monthly Termination Benefit shall be determined
pursuant to Section 3.1.2 and 3.1.3 as in effect on the date the
Participant terminates employment, except that the following adjustments
shall be made if payment of the Participant's Termination Benefit is to
commence before the Normal Retirement Date:
(a) the amount computed pursuant to Section 3.1.2 shall be reduced
by 1/2 of 1% for each month between the Annuity Starting Date
and the Normal Retirement Date;
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(b) the amount of Employee Contributions and Interest required to
provide $1 of monthly retirement benefit under Section 3.1.3
shall be increased by $3 for each full year by which the Annuity
Starting Date precedes the Normal Retirement Date, and partial
years shall be prorated on the basis of $0.25 per month;
(c) notwithstanding Subsection (a) of this Section 4.2, the amounts
computed pursuant to Section 3.1.2 shall be reduced by 1/3 of 1%
for each month in excess of 36 by which the Annuity Starting
Date precedes the Participant's 65th birthday if:
(i) the Participant's combined age and Years of Vesting Service
equal to at least 65, and the Participant ceases to be an
Employee (1) because of the permanent shutdown of a single
site of employment or one or more facilities or operating
units within a single site of employment or (2) in
connection with a permanent reduction in force; or
(ii) the Participant has Years of Vesting Service attributable
to employment with FMC before January 1, 1989, has attained
age 40 and permanently ceases to be an Employee because of
a specified permanent shut down of a single site of
employment resulting in the termination of employment of
not more than 20 Participants at that employment site.
(d) If a Participant ceases to be an Employee (1) because of the
permanent shut down of a single site of employment of one or
more facilities or operating units within a single site of
employment, or (2) in connection with a permanent reduction in
force, solely for purposes of determining a Participant's
eligibility for Early Retirement, a Participant with 10 Years of
Credited Service shall have added to his or her age the number
of weeks of pay he or she receives that are attributable to
severance pay, unused vacation pay and accrued vacation pay.
(e) Notwithstanding anything herein to the contrary, for purposes of
determining a Participant's total combined age and Years of
Vesting Service under Section 4.2(c) and 4.2(d), a partial month
of age or Period of Service shall be counted as a whole month,
and fractional years of age and Years of Vesting Service shall
be taken into account."
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11. Section 5.1 Employee Contributions is hereby amended by adding the
following sentence to the end thereof:
"All Employee Contributions transferred from the FMC Plan are fully vested
and nonforfeitable and will be paid in accordance with the terms of
Sections 5.2, 5.3 or 5.4 or in accordance with the terms of Section 3.1.3,
3.2.4 or 3.3.1, as applicable."
12. Section 9.3 Committee Members is hereby amended by deleting the
phrase "Chief Executive Officer" and replacing it with the phrase "Board of
Directors" in each place where it appears.
13. Section 12.8 Small Annuities is hereby amended to read as follows:
"12.8 Small Annuities
If the sum of (a) the lump sum Actuarial Equivalent value of a
Normal, Early, or Deferred Retirement Benefit under Article III,
Termination Benefit (payable at the Participant's Normal Retirement Date)
under Article IV, or Survivor's Benefit under Article VII, excluding any
Aetna or Prudential nonparticipating annuity; and (b) the lump sum
Actuarial Equivalent value of any Aetna or Prudential nonparticipating
annuity is equal to $5,000 (or such other amount as may be prescribed in or
under the Code) or less, such amounts shall be paid in a lump sum as soon
as administratively practicable following the Participant's retirement,
termination of employment or death.
For lump sum distributions paid on or after January 1, 2003 if the
Participant is thereafter reemployed by the Company, the Participant's
subsequent benefit will be reduced by the lump sum Actuarial Equivalent
value of the lump sum distribution previously paid to the Participant. For
lump sum distributions paid prior to January 1, 2003, if a Participant who
has received such a lump sum distribution is thereafter reemployed by the
Company, the Participant shall have the option to repay to the Plan the
amount of such distribution, together with interest at the rate of 5% per
annum (or such other rate as may be prescribed pursuant to section
411(c)(2)(C)(III) of the Code), compounded annually from the date of the
distribution to the date of repayment. If a reemployed Participant does not
make such repayment, no part of the Period of Service with respect to which
the lump sum distribution was made shall count as Years of Vesting Service
or Years of Credited Service."
14. Section 12.11 Claims Procedure is hereby amended to read as follows:
"12.11 Claims Procedure
12.11.1 Any application for benefits under the Plan and all
inquiries concerning the Plan shall be submitted to the Company at
such address as may be
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announced to Participants from time to time. Applications
for benefits shall be in the form and manner prescribed by
the Company and shall be signed by the Participant or, in
the case of a benefit payable after the death of the
Participant, by the Participant's Surviving Spouse or
Beneficiary, as the case may be.
12.11.2 The Plan Administrator shall give written or
electronic notice of its decision on any application to the
applicant within 90 days of receipt of the application.
Electronic notification may be used, at the discretion of
the Plan Administrator (or Review Panel, as discussed
below). If special circumstances require a longer period of
time, the Plan Administrator shall provide notice to the
applicant within the initial 90-day period, explaining the
special circumstances requiring the extension of time and
the date by which the Plan expects to render a benefit
determination. A decision will be given as soon as
possible, but no later than 180 days after receipt of the
application. In the event any application for benefits is
denied in whole or in part, the Plan Administrator shall
notify the applicant in writing or electronic notification
of the right to a review of the denial. Such notice shall
set forth, in a manner calculated to be understood by the
applicant: the specific reasons for the denial; the
specific references to the Plan provisions on which the
denial is based; a description of any information or
material necessary to perfect the application and an
explanation of why such material is necessary; and a
description of the Plan's review procedures and the
applicable time limits to such procedures, including a
statement of the applicant's right to bring a civil action
under ERISA Section 502(a) following a denial on review.
12.11.3 The Company shall appoint a "Review Panel,"
which shall consist of three or more individuals who may
(but need not) be employees of the Company. The Review
Panel shall be the named fiduciary that has the authority
to act with respect to any appeal from a denial of benefits
under the Plan, and shall hold meetings at least quarterly,
as needed. The Review Panel shall have the authority to
further delegate its responsibilities to two or more
individuals who may (but need not) be employees of the
Company.
12.11.4 Any person (or his authorized representative)
whose application for benefits is denied in whole or in
part may appeal the denial by submitting to the Review
Panel a request for a review of the application within 60
days after receiving notice of the denial. The Review Panel
shall give the applicant or such representative the
opportunity to submit written comments, documents, and
other information relating to the claim; and an opportunity
to review, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other
relevant information (other than legally privileged
documents) in preparing such request for review. The
request for review shall be in writing and addressed as
follows: "Review Panel of the Employee Welfare Benefits
Plan Committee, 200 East Randolph Drive, Chicago, Illinois
60601." The request for review shall set forth all of the
grounds on which it is based, all facts in support of the
request and any other matters that the applicant deems
pertinent. The Review Panel may require the applicant to
submit such additional facts, documents, or other material
as it may deem necessary or appropriate in
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making its review. The Review Panel will consider all
comments, documents, and other information submitted by the
applicant regardless of whether such information was
submitted or considered during the initial benefit
determination.
12.11.5 The Review Panel shall act upon each request
for review within 60 days after receipt thereof. If special
circumstances require a longer period of time, the Review
Panel shall so notify the applicant within the initial 60
days, explaining the special circumstances requiring the
extension of time and the date by which the Review Panel
expects to render a benefit determination. A decision will
be given as soon as possible, but no later than 120 days
after receipt of the request for review. The Review Panel
shall give notice of its decision to the Company and the
applicant. In the event the Review Panel confirms the
denial of the application for benefits in whole or in part,
such notice shall set forth in a manner calculated to be
understood by the applicant, the specific reasons for such
denial and specific references to the Plan provisions on
which the decision is based. If such an extension of time
for review is required because of special circumstances,
the Plan Administrator shall provide the applicant with
written notice of the extension, describing the special
circumstances and the date as of which the benefit
determination will be made, prior to the commencement of
the extension. In the event the Review Panel confirms the
denial of the application for benefits in whole or in part,
such notice shall set forth in a manner calculated to be
understood by the applicant: the specific reasons for such
denial; the specific references to the Plan provisions on
which the decision is based; the applicant's right, upon
request and free of charge, to receive reasonable access
to, and copies of, all documents and other relevant
information (other than legally-privileged documents and
information); and a statement of the applicant's right to
bring a civil action under ERISA Section 502(a).
12.11.6 The Review Panel shall establish such rules
and procedures, consistent with ERISA and the Plan, as it
may deem necessary or appropriate in carrying out its
responsibilities under this Section 12.11.
12.11.7 To the extent an application for benefits as
a result of a Disability requires the Plan Administrator or
the Review Panel, as applicable, to make a determination of
Disability under the terms of the Plan, such determination
shall be subject to all of the general rules described in
this Section 12.11, except as they are expressly modified
by this Section 12.11.7.
(a) If the applicant's claim is for benefits as a
result of Disability, then the initial decision on
a claim for benefits will be made within 45 days
after the Plan receives the applicant's claim,
unless special circumstances require additional
time, in which case the Plan Administrator will
notify the applicant before the end of the initial
45-day period of an extension of up to 30 days. If
necessary, the Plan Administrator may notify the
applicant, prior to the end of the initial 30-day
extension period, of a second extension of up to
30 days. If an extension is due to the
8
applicant's failure to supply the necessary
information, the notice of extension will describe
the additional information and the applicant will
have 45 days to provide the additional
information. Moreover, the period for making the
determination will be delayed from the date the
notification of extension was sent out until the
applicant responds to the request for additional
information. No additional extensions may be made,
except with the applicant's voluntary consent. The
contents of the notice shall be the same as
described in Section 12.11.2 above. If a benefit
claim as a result of Disability is denied in whole
or in part, the applicant (or his authorized
representative) will receive written or electronic
notification, as described in Section 12.11.2.
(b) If an internal rule, guideline, protocol or
similar criterion is relied upon in making the
adverse determination, then the notice to the
applicant of the adverse decision will either set
forth the internal rule, guideline, protocol or
similar criterion, or will state that such was
relied upon and will be provided free of charge to
the applicant upon request (to the extent not
legally-privileged) and if the applicant's claim
was denied based on a medical necessity or
experimental treatment or similar exclusion or
limit, then the applicant will be provided a
statement either explaining the decision or
indicating that an explanation will be provided to
the applicant free of charge upon request.
(c) The Review Panel, as described above in Section
12.11.3 shall be the named fiduciary with the
authority to act on any appeal from a denial of
benefits as a result of Disability under the Plan.
Any applicant (or his authorized representative)
whose application for benefits as a result of
Disability is denied in whole or in part may
appeal the denial by submitting to the Review
Panel a request for a review of the application
within 180 days after receiving notice of the
denial. The request for review shall be in the
form and manner prescribed by the Review Panel and
addressed as follows: "Review Panel of the
Employee Welfare Benefits Plan Committee, 200 East
Randolph Drive, Chicago, Illinois 60601." In the
event of such an appeal for review, the provisions
of Section 12.11.4 regarding the applicant's
rights and responsibilities shall apply. Upon
request, the Review Panel will identify any
medical or vocational expert whose advice was
obtained on behalf of the Review Panel
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in connection with an adverse benefit
determination, without regard to whether the
advice was relied upon in making the benefit
determination. The entity or individual appointed
by the Review Panel to review the claim will
consider the appeal de novo, without any deference
to the initial benefit denial. The review will not
include any person who participated in the initial
benefit denial or who is the subordinate of a
person who participated in the initial benefit
denial.
(d) If the initial benefit denial was based in whole
or in part on a medical judgment, then the Review
Panel will consult with a health care professional
who has appropriate training and experience in the
field of medicine involved in the medical
judgment, and who was neither consulted in
connection with the initial benefit determination
nor is the subordinate of any person who was
consulted in connection with that determination;
and upon notifying the applicant of an adverse
determination on review, include in the notice
either an explanation of the clinical basis for
the determination, applying the terms of the Plan
to the applicant's medical circumstances, or a
statement that such explanation will be provided
free of charge upon request.
(e) A decision on review shall be made promptly, but
not later than 45 days after receipt of a request
for review, unless special circumstances require
an extension of time for processing. If an
extension is required, the applicant will be
notified before the end of the initial 45-day
period that an extension of time is required and
the anticipated date that the review will be
completed. A decision will be given as soon as
possible, but not later than 90 days after receipt
of a request for review. The Review Panel shall
give notice of its decision to the applicant; such
notice shall comply with the requirements set
forth in Section 12.11.5. In addition, if the
applicant's claim was denied based on a medical
necessity or experimental treatment or similar
exclusion, the applicant will be provided a
statement explaining the decision, or a statement
providing that such explanation will be furnished
to the applicant free of charge upon request. The
notice shall also contain the following statement:
"You and your Plan may have other voluntary
alternative dispute resolution options, such as
mediation. One way to find out what may be
available is to contact your local
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U.S. Department of Labor Office and your State
insurance regulatory agency."
12.11.8 No legal or equitable action for benefits
under the Plan shall be brought unless and until the
applicant (a) has submitted a written application for
benefits in accordance with Section 12.11.1 (or 12.11.7(a),
as applicable), (b) has been notified by the Plan
Administrator that the application is denied, (c) has filed
a written request for a review of the application in
accordance with Section 12.11.4 (or 12.11.7(c), as
applicable); and (d) has been notified that the Review
Panel has affirmed the denial of the application; provided
that legal action may be brought after the Review Panel has
failed to take any action on the claim within the time
prescribed in Section 12.11.5 (or 12.11.7(e), as
applicable). An applicant may not bring an action for
benefits in accordance with this Section 12.11.8 later than
90 days after the Review Panel denies the applicant's
application for benefits."
15. Subsection 13.3.5 of the Plan is hereby amended to read as
follows:
"13.3.5. For purposes of this Section 13.3, "416 Compensation"
shall mean W-2 wages for the calendar year ending with or within
the Plan Year, plus any elective deferral (as defined in Code
section 402(g)), any amounts contributed to a plan described in
Code Section 125 and any amounts contributed to a plan described
in Code Section 132. 416 Compensation shall be limited to
$200,000 (as adjusted for cost-of-living in accordance with
Section 401(a)(17)(B) of the Code in Top Heavy Plan Years)."
16. Subsection 13.4.2 of the Plan is hereby amended to read as
follows:
"13.4.2 The computation of the nonforfeitable percentage of the
Participant's interest in the Plan shall not be reduced as the
result of any direct or indirect amendment to this Plan. In the
event that this Plan is amended to change or modify any vesting
schedule, a Participant with at least 3 Years of Service as of
the expiration date of the election period may elect to have the
Participant's nonforfeitable percentage computed under the Plan
without regard to such amendment. If a Participant fails to make
such election, then such Participant shall be subject to the new
vesting schedule. The Participant's election period shall
commence on the adoption date of the amendment and shall end 60
days after the latest of:
(a) the adoption date of the amendment,
(b) the effective date of the amendment, or
(a) the date the Participant receives written notice of the
amendment from the Company."
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17. Exhibit A - Credited Service is hereby amended by adding the
following to the end thereof:
"To the extent applicable to any FMC Participant, any service acquired
as a participant under any of the plans listed below shall not be
counted as Credited Service for purposes of this Plan.
1. Stearns Electric Company Profit Sharing Plan
2. Fritzke & Icke Employees savings and Profit Sharing Plan
3. Employees Profit Sharing Plan of Industrial Brush Company
4. Wayne Manufacturing Company Profit Sharing Plan
5. P.E. Van Pelt, Inc. Profit Sharing Plan
6. Mojonnier Bros. Co. Salaried Employees Profit Sharing Plan
7. Lithium Corporation of America Retirement Plan
8. Elf Acquitaine, Inc. Pension Plan"
18. Supplement 1 - Jetway Systems Division is hereby amended by
amending the first sentence of Section 1-5 of Supplement 1 to read as follows:
"A Participant is fully vested in the Participant's benefit
under the Prior Plan."
19. Supplement 1 - Jetway Systems Division is hereby amended by
amending the first sentence of Section 1-7 of Supplement 1 to read as follows:
"In addition to the special provisions of the preceding
sections, a Participant who participated in the Retirement Plan
for Employees of Abex Corporation before January 1, 1989 will
be subject to the following provision with respect to the
Participant's Prior Plan benefit accrued before May 27, 1994."
IN WITNESS WHEREOF, the Company has caused this amendment to be
executed by a duly authorized representative this 25/th/ day of February 2003.
FMC Technologies, Inc.
By: /s/ William H. Schumann
-----------------------
Senior Vice President and
Chief Financial Officer
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