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EXHIBIT 4.11
AMENDMENT TO THE
NORTHWESTERN STEEL AND WIRE COMPANY
EMPLOYEE STOCK OWNERSHIP PLAN
The Northwestern Steel and Wire Company Employee Stock Ownership Plan (the
"Plan") is hereby amended, effective as of March 31, 1997, as follows:
I.
Section 14(b) of the Plan shall be amended by adding the following to the
end of the first sentence:
"or, if the Participant is not a five (5) percent owners, retires,
whichever is later."
II.
Section 15(c) of the Plan shall be amended by deleting the first sentence,
which begins "Notwithstanding any provision..." and inserting the following
sentence in place thereof:
"(c) Notwithstanding any provision in this Plan to the contrary, the
distribution of a Participant's Capital Accumulation shall begin no later than
the later of (i) for Participants who are not five (5) percent owners, the
April 1, following the calendar year in which the Participant retires, and (ii)
the calendar year in which the Participant turns 70 1/2."
III.
Section 23 shall be amended by deleting the last sentence of the fourth
paragraph.
IV.
Section 27 shall be added at the end of the Plan, to read in its entirety
as follows:
"Section 27. Cessation of Accruals and Contributions: Plan Termination.
(a) Plan Termination -- The Plan is terminated effective March 31,
1997.
(b) Cessation of Eligibility -- Notwithstanding any provision of the
Plan to the contrary, no person shall become a Participant or recommence
participation in the Plan after March 31, 1997.
(c) Cessation of Contributions -- No additional contributions shall
be made (other than to satisfy previously accrued obligations) after
March 31, 1997, and no benefits (other than earnings on account balances)
shall accrue under the Plan after March 31, 1997.
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(d) Full Vesting -- Notwithstanding any provision of the Plan to the
contrary, each Participant's Accounts shall be fully vested and
nonforfeitable effective March 31, 1997, in connection with the Plan's
cessation of contributions and benefit accruals and termination.
(e) Distributions Upon Plan Termination -- Notwithstanding any
provision of the Plan to the contrary, upon approval of the Plan's
termination by the Internal Revenue Service, each Participant's Capital
Accumulation shall be distributed in accordance with one of the following
options, as directed by the Participant:
(i) transferred in cash, in a non-taxable rollover pursuant to
Code section 401(a)(31), into the 401(k) plan maintained by the
Company in which said Participant is eligible to participate;
(ii) transferred in a lump sum in the form of:
(A) all cash; or
(B) shares of Company Stock allocated to his Company Stock
Account, cash representing the value of any fractional
shares of Company Stock allocated to his Company Stock
Account, and any cash allocated to his Cash Account,
in a non-taxable rollover pursuant to Code section 401(a)(31),
to a qualified individual retirement account which has
authorized and approved of the transfer; or
(iii) distributed directly to the Participant in the form of:
(A) all cash; or
(B) shares of Company Stock allocated to his Company Stock
account, cash representing the value of any fractional
shares of Company Stock allocated to his Company Stock
Account, and any cash allocated to his Cash Account.
If a Participant's Capital Accumulation totals less than
$3,500 and the Participant does not direct the Committee otherwise, in an
approved manner, then the Capital Accumulation will automatically be
distributed directed to the Participant in a lump sum in the form of
shares of Company Stock allocated to his Company Stock Account, cash
representing the value of any fractional shares of Company Stock allocated
to his Company Stock Account, and any cash allocated to his Cash Account.
If a Participant's Capital Accumulation equals at least $3,500 and the
Participant does not direct the Committee, in an approved manner, how the
Participant's Capital Accumulation shall be distributed, the Capital
accumulation shall automatically be transferred, in kind, to the Company
Stock Account in the 401(k) plan maintained by the Company in which the
Participant is eligible to participate.
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Transfers entirely in cash will occur after the orderly liquidation of
Company stock, executed in a manner determined by the Committee and the
Trustee.
(f) Continuation of Plan and Trust -- The Plan and Trust shall
continue in effect after March 31, 1997 solely for the purpose of making
final distributions therefrom. The Plan and Trust shall not continue
indefinitely as a "wasting trust". The Company and the Committee shall
continue to be empowered to take such actions as are necessary and
appropriate to effectuate the lawful and orderly liquidation of the Plan
after its termination."
V.
In all other respects, the Plan shall remain in full force and effect.
Dated: ________, 1997
NORTHWESTERN STEEL AND WIRE COMPANY
By:
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Title:
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THE TRAVELERS INSURANCE
COMPANY (AS TO SEPARATE ACCOUNT D),
by John W. Petchler
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Name: John W. Petchler
Title: Second Vice President
HELLER FINANCIAL, INC.,
by Linda W. Wolf
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Name: Linda W. Wolf
Title: Senior Vice President
SOCIETE GENERALE,
by Olivia N. Feldman
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Name: Olivia N. Feldman
Title: Assistant Treasurer
BANK OF AMERICA ILLINOIS,
by Paul A. O'Mara
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Name: Paul A. O'Mara
Title: Senior Vice President
CAISSE NATIONALE DE CREDIT AGRICOLE,
by David Bouhl F.V.P.
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Name: David Bouhl F.V.P.
Title: Head of Corporate
Banking, Chicago