SPECIAL AMENDMENT REGARDING TRANSFERS TO
THE NEW COLEMAN COMPANY, INC.
RETIREMENT PLAN FOR SALARIED EMPLOYEES
WHEREAS, New Coleman Holdings, Inc. ("Company" or "Employer") sponsors
and maintains the New Coleman Company, Inc. Retirement Plan for Salaried
Employees ("Plan") for the exclusive benefit of participants in the Plan and
their beneficiaries; and
WHEREAS, the Company wishes to amend the New Coleman Company, Inc.
Retirement Plan for Salaried Employees ("Plan") in order to provide specific
provisions for employees transferred within the MacAndrews and Forbes Group
of Companies; and
WHEREAS, Plan Section 10.1 as amended provides that the Company may
amend the Plan from time to time.
NOW, THEREFORE, in consideration of the above stated premises, the Plan
shall be amended as follows:
FIRST: A new "Appendix C" shall be created which shall set forth a
list of "Associated Plans" as that term is defined in amended Section 5.5.
SECOND: Effective December 1, 1997, Plan Section 5.5 of the Plan shall
be amended to read as follows:
5.5 TRANSFERS: CORRELATION WITH OTHER PLANS AND MAXIMUM SERVICE.
(a) RETIREMENT BENEFIT OFFSET BY ASSOCIATED PLAN BENEFIT. In the event
that a benefit described in this Article is payable to a Member who is
entitled to a benefit under an "Associated Plan" (listed on Appendix C),
such Member's retirement benefit shall be payable only to the extent
that the actuarial value of said retirement benefit (determined as of
his Annuity Starting Date) exceeds the actuarial value of his accrued
benefit under such Associated Plan (determined as if such accrued
benefit were first payable as of the Member's Annuity Starting Date).
For purposes of applying this Section 5.5(a), service under an
Associated Plan will be considered Credited Service (as defined in
Article III) under this Plan.
(b) RETIREMENT PENSION LIMITED BY BENEFITS UNDER OTHER PLANS. In the
event that a retirement benefit is payable to a Member who is not
covered by Appendix A applicable to Canadian Coleman Transferred Members
and who is entitled to benefits under (i) any other funded pension,
retirement, annuity or defined benefit retirement plan contributed to or
maintained by an Employer or Affiliate (other than any Associated Plan,
the Revlon Employees' Savings and Investment Plan, The Revlon Management
Corporation Benefit Plan, the Coleman Retirement Income Savings Plan,
the Coleman Monthly Salaried Retirement Income Savings Plan), or (ii)
any unfunded plan contributed to or maintained by an Employer or
Affiliate outside of the United States:
(1) NONDUPLICATION OF BENEFITS. If his benefits under such other
plans are determined with reference to any period for which he is
entitled to benefits under this Plan, he shall be
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deemed to have accepted the benefits provided under such other
plans with respect to such period in discharge of the actuarially
equivalent value of his benefits provided under this Plan with
respect to the same period; and
(2) LIMITATION ON COMBINED BENEFITS. The Member's retirement
benefit under this Plan shall in no event exceed the retirement
benefit which would have been payable under this Plan if all
service credited for benefit accrual purposes under such other
plans were treated as Credited Service under this Plan, reduced by
the actuarial equivalent of the benefits payable under all such
other plans.
(c) TRANSFERS FROM UNION SERVICE. Subject to Section 5.5(b), in the
event that on or after January 1, 1996, an individual shall be
transferred to employment as an Eligible Employee form employment which
is subject to union jurisdiction and which is not taken into account
under Sections 2.16(c) and 3.5(b) ("excludable employment"), his Service
completed prior to such transfer shall be deemed Credited Service to the
extent that it would qualify as Credited Service but for the provisions
of Sections 2.16(c) and 3.5(b), if:
(1) He shall complete at least five (5) years of Credited Service
subsequent to such transfer (determined without regard to this
Section 5.5(c)); and
(2) He shall be an Eligible Employee at his termination of
employment and shall then have vested rights to a retirement
benefit pursuant to Sections 5.1 through 5.4.
Notwithstanding the foregoing, remuneration paid during such
excludable employment shall in no event be considered Compensation.
(d) TEMPORARY EMPLOYMENT WITH AFFILIATE. Subject to Section 5.5(b),
except for individuals covered by Appendix A, in the event that an
Eligible Employee shall be transferred to employment with an Affiliate
on or after January 1, 1996, and if he shall subsequently be directly
transferred back to employment as an Eligible Employee, his Service
completed and remuneration paid while so employed by such Affiliate
shall be deemed Credited Service and Compensation to the extent they
would be so treated if such employment with an Affiliate had been in
employment with an Employer.
(e) TRANSFERS FROM OTHER PLANS.
(1) Except in the case of individuals covered by Appendix A, if
(i) on or after January 1, 1996 an individual shall be transferred
to employment as an Eligible Employee from employment with an
Affiliate or an Employer other than as an Eligible Employee
("Excluded Employment") (or such a transfer occurred prior to 1996
with respect to an individual employed as an Eligible Employee on
January 1, 1996), (ii) such individual was, immediately prior to
such transfer, an active participant in a Related Benefit Plan (as
hereinafter defined) maintained by such Affiliate or Employer, and
(iii) such individual completes at least two (2) years of Credited
Service following such transfer:
(A) There shall be taken into account as Credited Service
under this Plan: (i) his prior Service in Excluded Employment
with such Employer or Affiliate which is taken into account
for purposes of benefit accrual under such Related Benefit
Plan, and (ii) if provided for by resolution of the Executive
Committee of the Company, his prior employment with an entity
which was not an Employer or Affiliate and which is recognized
for purposes of benefit accrual under the provisions of such
Related Benefit Plans.
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(B) His benefits under such Related Benefit Plan shall be
disregarded in applying the provisions of Sections 5.5(b)(1)
and 5.5(b)(2);
(C) Remuneration paid by his prior employer during any period
which is taken into account as Credited Service under this
Section 5.5(e)(1) shall be taken into account in determining
the amount of his Compensation under this Plan (subject to the
applicable provisions of Section 2.10); and
(D) To the extent that his benefits (whether or not vested)
under such Related Benefit Plan, determined as of the date of
transfer, are (i) determined with reference to any period
taken into account as Credited Service under this Plan, and
(ii) are not attributable to voluntary employee contributions,
he shall be deemed to have accepted such benefits with respect
to such period in discharge of the actuarially equivalent
value of his benefits provided under this Plan with respect to
the same period.
(2) Except as the Committee shall otherwise provide, the
provisions of this Section 5.5(e) shall not apply to: (i) any
transfer of employment to which Section 5.5(d) applies; (ii) any
transfer of employment to which Section 5.5(c) would apply if the
employee complied with the requirements of Sections 5.5(c)(1) and
5.5(c)(2); (iii) any transfer of employment incident to a transfer
of assets and liabilities from another plan or the merger of
another plan into this Plan; (iv) any transfer of employment
incident to any merger, liquidation, reorganization, or transfer of
assets by or between any trade or business (whether or not
incorporated), or incident to the creation or transfer of an
operating division; and (v) any transfer of employment covered by a
supplement to this Plan, unless and to the extent that such
Supplement expressly states that this Section shall apply. In
addition, the provisions of this Section 5.5(e) shall not apply to
any transfer of employment to the extent expressly excluded from
operation of this Section 5.5(e) by action of the Committee within
one (1) year of the individual's transfer of employment.
(3) For purposes of this Section 5.5(e), a Related Benefit Plan
means a pension, annuity, retirement, superannuation or similar
plan (other than this Plan, a defined contribution plan, an
Associated Plan, the Revlon Employees' Savings and Investment Plan,
the Revlon Pension Equalization Plan, the Revlon Supplemental
Retirement Plan for Key Employees, the Coleman Retirement Incentive
Savings Plan, the Monthly Salaried Coleman Retirement Incentive
Savings Plan, the Coleman Executive Deferred Compensation Plan, the
Coleman Excess Benefit Plan, a plan maintained pursuant to a
collective bargaining agreement and such other plans as the
Committee may designate), funded or unfunded, which is sponsored or
maintained or to which contributions are or have been made by an
Employer or Affiliate.
(4) For purposes of Section 5.5(e)(1)(D), in determining the
amount of a Participant's benefits under a Related Benefit Plan as
of the date of transfer, there shall be taken into account the
amount of: (i) any distribution from such Related Benefit Plan to
or in respect of a Participant prior to the date he first began
participating in this Plan (other than benefits derived from
voluntary employee contributions), and (ii) benefits accrued,
payable or paid under any other plan which reduce the Participant's
benefits under such Related Benefit Plan.
(5) In the case of a Related Benefit Plan benefits payable in
other than United States currency, the Committee shall determine
the appropriate conversion factor to be used in applying the
provisions of this Section 5.5.
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(f) NO REDUCTION IN ACCRUED BENEFITS. This Section 5.5 shall be
interpreted in a manner not to decrease a Member's accrued benefit.
(g) NONDISCRIMINATION. In no event shall any benefits accrue under
this Section 5.5 if and to the extent such benefits are discriminatory
under the Code.
(h) MAXIMUM SERVICE. The maximum combined benefit paid from this Plan
and The New Coleman Company, Inc. Pension Plan for Weekly Salaried and
Hourly Paid Employees (and their respective "Prior Plans") to any Member
who retires under this Plan, and has 35 or more total years of Credited
Service under both plans, shall be a benefit equal to what the Member
would have received under this Plan had the Member had 35 years of
Credited Service under this Plan.
(i) CANADIAN COLEMAN TRANSFERS. Except for Section 5.5(h), this
Section 5.5 shall not be applied to Members who at any time have been
Employees of the Canadian Coleman Company, Limited and who, as of
January 1, 1983 or thereafter, are employed by either the Company or
Canadian Coleman. The Plan benefits of such individuals shall be
calculated in accordance with the provisions of Appendix A.
(j) THE PRIOR PLAN. Except for Section 5.5(h), this Section 5.5 shall
not be applied to restrict consideration of a Member's service under the
Prior Plan when calculating the benefit payable under this Plan.
THIRD: Except to the extent provided herein, the Plan is not amended in
any other respect.
IN WITNESS WHEREOF, the Employer has caused this Special Amendment to be
executed on its behalf and adopted this 15th day of December, 1997.
NEW COLEMAN HOLDINGS, INC.
By: J. W. Levin
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