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EXHIBIT 10-G(1)
FIRST AMENDMENT TO
THE DANA CORPORATION RETIREMENT PLAN
(January 1, 1994, Restatement)
In order to ensure that the Dana Corporation Retirement Plan (the "Plan")
reflects the resolution of the Board of Directors adopting a minimum benefit
formula; to limit the extent to which bonuses may be taken into account as
earnings; to coordinate with pension coverage provided under other retirement
plans; and to provide for participation by certain employees of the Wix and
Spicer Driveshaft Divisions, it is necessary to amend the Plan as follows,
effective as of the dates specified below:
1. Amend Section 1.10 to read as follows, effective January 1, 1994:
1.10 "EARNINGS" means an Employee's basic salary paid by an
Employer in any Plan Year (before any reduction as a result of
an election to have his pay reduced in accordance with a
"cafeteria" plan or a "cash or deferred arrangement" pursuant
to Section 125 or Section 401(k) of the Code), plus overtime
and incentive payments paid by an Employer in any Plan Year.
"Earnings" shall also include an Employee's bonuses paid by an
Employer in any Plan Year, except that "Earnings" shall not
include the portion of an Employee's bonus for 1994 or
subsequent years that exceeds 125 percent of the Employee's
annual base salary for the year with respect to which the
bonus is earned. "Earnings" shall not include any amount paid
to an Employee by reason of his participation in any employee
benefit plan of the Company. In no event shall an Employee's
"Earnings" exceed the limit in effect for the Plan Year under
Section 401(a)(17) of the Code.
2. Amend Section 1.11 B. to read as follows, effective January 1, 1994:
B. an individual (i) who is eligible to receive
a nonelective employer contribution (other than a
matching contribution) under any tax-qualified
defined contribution plan of an Employer, or (ii)
who is eligible to accrue a benefit under any
other tax-qualified defined benefit plan (or any
comparable retirement plan maintained outside the
United States) of the Company (provided that an
individual shall not be excluded by clause (ii) if
the other plan has a service-based benefit formula
and the formula does not recognize the
individual's current employment as benefit
accrual service); or
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3. Amend Section 1.11 by adding the following paragraph immediately
after subsection H., effective January 1, 1996:
Effective January 1, 1996, "Employee" also includes (i) any
salaried employee and any Part-Time Employee of the Spicer
Driveshaft Division who is a plant manager or on the plant
manager's staff, and (ii) any salaried employee and any
Part-Time Employee of the Wix Division who reports directly to
the Wix Division General Manager and who is a member of the
Division Operating Committee; provided (in either case) that
the employee is not described in subparagraphs A. through H.,
above.
4. Amend Section 3.01 B. by adding the following paragraph to the end
of that subsection, effective September 1, 1995:
Each Participant who has earned future service credits under
Section 3.01 B. or Appendix E (determined without regard to
this paragraph), and whose employment with the Company
terminates on or after September 1, 1995, shall be entitled to
a minimum Future Service Account calculated as described in
Section 3.10. If the sum of the Participant's minimum future
service credits calculated under Section 3.10 (and the related
interest credits) is greater than the sum of his regular
future service credits calculated under this subsection B.
(and the related interest credits), then the minimum Future
Service Account shall replace the Participant's regular Future
Service Account for all purposes under the Plan.
5. Amend Article III by adding a new Section 3.10 to read as follows,
effective September 1, 1995:
3.10 MINIMUM FUTURE SERVICE ACCOUNT
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A. The minimum benefit calculation in this Section 3.10
shall apply only to a Participant who has earned
future service credits under Section 3.01 B. or
Appendix E (determined without regard to this
section), and whose employment with the Company
terminates on or after September 1, 1995. A
Participant who satisfies these requirements shall be
entitled to minimum future service credits
(determined when his employment terminates) based on
his "look-back earnings" calculated under subsection
B., below.
B. A Participant's "look-back earnings" shall be
determined as follows:
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1. STEP 1: Determine the Participant's
average annual Earnings for the five
consecutive calendar years in which the
Participant's Earnings were the greatest
during the last ten calendar years in
which the Participant is employed by the
Company. (If the Participant has fewer
than five consecutive calendar years of
Earnings, determine the Participant's
average annual Earnings for all such
consecutive years.) For this purpose, a
Participant's "Earnings" shall be
determined as provided in Section 1.10,
except that amounts paid by the Company
shall be taken into account regardless
of whether the business unit making the
payment is an Employer that has adopted
the Plan. The Earnings taken into
account for each year under this
paragraph shall not exceed the limit in
effect for that year under Section
401(a)(17) of the Code. In computing the
Participant's average annual earnings,
calendar years in which the Participant
did not have a full year of Earnings
shall be disregarded; and calendar years
separated by one (or more) years in
which the Participant did not have a
full year of Earnings (including, but
not limited to, years that constitute a
Break in Service) shall be considered
consecutive.
2. STEP 2: Multiply the average annual
Earnings amount determined under Step 1
by the appropriate adjustment factor to
calculate the Participant's adjusted
final earnings. The adjustment factor
shall be 1.09988 if the average
comprises five years of Earnings;
1.07433 if the average comprises four
years of Earnings; 1.04917 if the
average comprises three years of
Earnings; 1.02439 if the average
comprises two years of Earnings; and
1.0000 if only one year of Earnings is
taken into account.
3. STEP 3: Treat the adjusted final earnings
amount determined under Step 2 as the
Participant's look-back earnings for his
final full calendar year of employment with
the Company (his "final-year look-back
earnings"). Calculate the Participant's
look-back earnings for each prior year
(through the year in which he first earned a
future service credit under Section 3.01 B.)
by applying a salary scale of five percent
per year, projected backwards, to the
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Participant's final-year look-back earnings.
The amount determined under this Step 3 for
each Plan Year shall be the Participant's
look-back earnings for that Plan Year.
C. A Participant shall receive a minimum future service
credit for each Plan Year in which he received a
regular future service credit under Section 3.01 B.
or Appendix E (determined without regard to this
section). The Participant's minimum future service
credit for each Plan Year shall be calculated
under the table in Section 3.01 B. (as modified by
Appendix E) taking into account the actual Social
Security taxable wage base and the Participant's
actual Credited Service for that Plan Year, but
replacing the Participant's actual Earnings with
his look-back earnings for that Plan Year. If the
Participant's actual Earnings were pro-rated to
determine his initial future service credit under
Appendix E, the Participant's look-back earnings
shall be pro-rated to the same extent. If the
Participant's last year of employment with the
Company is not a full calendar year, the
individual's minimum future service credit for
that Plan Year shall be equal to his regular
future service credit under Section 3.01 B. or
Appendix E (determined without regard to this
section) for the Plan Year.
D. The Participant's minimum future service credits
shall be increased as provided in Section 3.01 C. or
Appendix E as if they had been credited to the
Participant in the Plan Year with respect to which
they are determined.
E. The sum of the Participant's minimum future service
credits determined under Section 3.01 B. or Appendix
E and the Participant's percentage increases
determined under Section 3.01 C. or Appendix E shall
be the Participant's minimum Future Service Account.
If the Participant's minimum Future Service Account
is greater than his regular Future Service
Account, the minimum Future Service Account shall
replace the regular Future Service Account for all
purposes under the Plan. However, no Participant
shall be entitled to receive the greater of the
minimum future service credit or the regular
future service credit for each Plan Year,
determined on a year-by-year basis: the minimum
Future Service Account shall be calculated and
compared with the regular Future Service Account
only on an aggregate basis.
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F. If a Participant's minimum Future Service Account
is greater than his regular Future Service Account,
the Participant shall also receive minimum benefit
accruals under Section 12.01 A. and Appendix E for
each year in which he accrued a regular benefit
under those provisions. The Participant's minimum
benefit accruals shall be calculated under the
table in Section 12.01 A. (as modified by Appendix
E) by replacing the Participant's actual Earnings
with his look-back earnings, and shall be
increased by applying the percentage increase in
Section 12.01 B. and Appendix E to the resulting
accrual, all in accordance with the rules
described above in this Section 3.10 for
calculating minimum future service credits.
6. Amend Section 12.01 A. by adding the following paragraph to the
end of that subsection, effective September 1, 1995:
Each Participant who has accrued benefits after the
Adoption Date under Section 12.01 A. or Appendix E
(determined without regard to this paragraph), and
whose employment with the Company terminates on or
after September 1, 1995, shall be entitled to a
minimum benefit accrual calculated as described in
Section 3.10. If the Participant's minimum benefit
accrual calculated under Section 3.10 is greater than
his regular benefit accrual calculated under this
subsection A., then the minimum benefit accrual shall
replace the Participant's regular benefit accrual for
all purposes under the Plan. However, no Participant
shall be entitled to receive the greater of the
minimum benefit accrual or the regular benefit
accrual for each Plan Year, determined on a
year-by-year basis: the minimum benefit accrual shall
be calculated and compared with the regular benefit
accrual only on an aggregate basis.
IN WITNESS WHEREOF, Dana Corporation has adopted this amendment on this __ day
of December 1996.
For Dana Corporation
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Witness:
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