View:
As filed with the Securities and Exchange Commission
on January 23, 1996
Registration No. 33-64453
=================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Eastman Kodak Company
(Exact name of registrant as specified in its charter)
New Jersey 16-0417150
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
343 State Street
Rochester, New York 14650
(716) 724-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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JOYCE P. HAAG, ESQ.
Secretary
Eastman Kodak Company
343 State Street
Rochester, New York 14650-0208
(716) 724-4368
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of correspondence to:
Joyce P. Haag, Esq. Allan G. Sperling, Esq.
Eastman Kodak Company Cleary, Gottlieb, Steen & Hamilton
343 State Street One Liberty Plaza
Rochester, New York 14650-0208 New York, New York 10006
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date of this Registration
Statement as determined by market conditions.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment
plans, please check the following box: / /
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than the securities
offered only in connection with dividend or interest reinvestment
plans, check the following box. /x/
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number
of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box. / /
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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Information contained herein is subject to completion or
amendment. A registration statement relating to these securities
has been filed with the Securities and Exchange Commission.
These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JANUARY 23, 1996
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PROSPECTUS
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Eastman Kodak Company
7,354,316 shares of Common Stock, par value $2.50 per share
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This Prospectus covers the resale of up to 7,354,316 shares
of common stock, par value $2.50 per share (the "Common Stock"),
of Eastman Kodak Company, a New Jersey corporation ("Kodak" or
the "Company"), by the Kodak Retirement Income Plan (the "Selling
Stockholder" or the "Retirement Income Plan"). The Selling
Stockholder may offer the Common Stock for sale from time to time
at prices and on terms to be determined at or prior to the time
of sale.
The Common Stock may be sold by the Selling Stockholder from
time to time directly to purchasers, through agents or dealers,
or to or through underwriters or a group of underwriters. See
"Plan of Distribution." If required, the names of any such
agents or underwriters involved in the sale of the Common Stock
in respect of which this Prospectus is being delivered and the
applicable agent's commission, dealer's purchase price or
underwriter's discount, if any, will be set forth in an
accompanying supplement to this Prospectus (the "Prospectus
Supplement"). Any Prospectus Supplement will set forth, among
other matters, the number of shares of Common Stock being offered
pursuant to such Prospectus Supplement, the terms of the offering
and sale of such Common Stock, the initial offering price and the
net proceeds to the Selling Stockholder from the sale thereof.
The Selling Stockholder will receive all of the net proceeds
from the sale of the Common Stock and will pay all underwriting
discounts and selling commissions, if any, applicable to any such
sale. The Company is responsible for payment of all other
expenses incident to the offer and sale of the Common Stock. The
Selling Stockholder and any dealers, agents or underwriters that
participate in the distribution of the Common Stock may be deemed
to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commission
received by them and any profit on the resale of the Common Stock
purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. See "Plan of Distribution"
for a description of indemnification arrangements.
The Common Stock is listed in the United States on the New
York Stock Exchange (the "NYSE") under the symbol EK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1996.
No dealer, salesman or other person has been authorized
to give any information or to make any representation not
contained in this Prospectus or any accompanying Prospectus
Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Company, the Selling Stockholder or any underwriter,
dealer or agent. This Prospectus and any accompanying Prospectus
Supplement do not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such
offer in such jurisdiction.
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AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, in accordance therewith, files reports,
proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy
statements and other information concerning the Company may be
inspected and copied at the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates, and at the Commission's regional offices in New
York (7 World Trade Center, 13th Floor, New York, New York 10048)
and Chicago (Suite 1400, Citicorp Center, 500 West Madison
Street, Chicago, Illinois 60661-2511). Reports, proxy statements
and other information concerning the Company also may be
inspected at the offices of The New York Stock Exchange, Inc., 11
Wall Street, New York, New York 10005. This Prospectus does not
contain all the information set forth in the Registration
Statement, of which this Prospectus is a part, and Exhibits
thereto which the Company has filed with the Commission under the
Securities Act and to which reference is hereby made.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports, which were filed by the Company
(Commission File No. 1-87) with the Commission under the Exchange
Act, are incorporated in this Prospectus by reference:
(1) Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by Form 10-K/A dated May 1, 1995;
and
(2) Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995, and September 30, 1995.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this Prospectus and prior to the termination of the
offering of the Common Stock shall be deemed to be incorporated
by reference into this Prospectus and to be a part hereof from
the date of filing of such documents.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus and to be a part hereof from
the date of filing of such documents.
Any person receiving a copy of this Prospectus,
including any beneficial owner of Common Stock, may obtain
without charge, upon oral or written request, a copy of any of
the documents incorporated by reference herein, except for the
exhibits to such documents which are not specifically
incorporated by reference into such documents. Written requests
should be mailed to Joyce P. Haag, Secretary, Eastman Kodak
Company, 343 State Street, Rochester, New York 14650-0208.
Telephone requests may be directed to Ms. Haag at (716) 724-4368.
THE COMPANY
Kodak is engaged primarily in developing,
manufacturing, and marketing consumer and commercial imaging
products.
The products of the consumer imaging segment are used
for capturing, recording or displaying a consumer originated
image. Kodak manufactures and markets various components of
imaging systems. For amateur photography, Kodak supplies films,
photographic papers, processing services, photographic chemicals,
cameras and projectors.
The commercial imaging segment consists of businesses
that serve the imaging and information needs of commercial
customers. Products in this segment are used to capture, store,
process and display images and information in a variety of forms.
Kodak products for the commercial imaging segment include films,
photographic papers, photographic plates, chemicals, processing
equipment and audiovisual equipment, as well as copiers, graphic
arts films, microfilm products, applications software, printers
and other business equipment and service agreements to support
these products. These products serve professional
photofinishers, professional photographers, customers in the
healthcare industry, customers in motion picture, television,
commercial printing and publishing, office automation and
government markets.
Kodak's principal executive offices are located at 343
State Street, Rochester, New York 14650 (telephone (716) 724-
4000).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the Common Stock offered hereby.
DESCRIPTION OF THE COMMON STOCK
The following is a brief description of the Common
Stock.
Dividend Rights
Each share of the Common Stock ranks equally with all
other shares of Common Stock with respect to dividends.
Dividends may be declared by the Board of Directors and paid by
Kodak at such times as the Board of Directors determines, all
pursuant to the provisions of the New Jersey Business Corporation
Act.
Voting Rights
Each holder of Common Stock is entitled to one vote per
share of such stock held. The Common Stock does not have
cumulative voting rights. Holders of Common Stock are entitled
to vote on all matters requiring shareholder approval under New
Jersey law and Kodak's Restated Certificate of Incorporation and
By-Laws, and to elect the members of the Board of Directors.
Directors are divided into three classes, each such class, as
nearly as possible, having the same number of directors. At
each annual meeting of the shareholders, the directors chosen to
succeed those whose terms have then expired shall be identified
as being of the same class as the directors they succeed and
shall be elected by the shareholders for a term expiring at the
third succeeding annual meeting of the shareholders.
Liquidation Rights
Holders of Common Stock are entitled on liquidation to
receive all assets which remain after payment to creditors and
holders of preferred stock.
Preemptive Rights
Holders of Common Stock are not entitled to preemptive
rights. There are no provisions for redemption, conversion
rights, sinking funds, or liability for further calls or
assessments by Kodak with respect to the Common Stock.
SELLING STOCKHOLDER
All of the shares of Common Stock that may be offered
hereby from time to time will be owned and offered by or on
behalf of the Retirement Income Plan. The Kodak Retirement
Income Plan Committee (the "Committee") is the named fiduciary of
the Retirement Income Plan pursuant to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
The Retirement Income Plan, created in 1928, is a tax-
qualified, defined benefit pension plan for virtually all U.S.
employees of Kodak. Retirement income benefits are based upon an
individual's "average participating compensation," which is the
average of three years of those earnings described in the
Retirement Income Plan as "participating compensation." For an
employee with up to 35 years of accrued service, the annual
normal retirement income benefit is computed by multiplying the
number of years of accrued service by the sum of (a) 1.3% of
"average participating compensation" ("APC") for the employee's
final three years, plus (b) 0.3% of APC in excess of the average
Social Security wage base for the employee's final three years.
For an employee with more than 35 years of accrued service, the
amount computed above is increased by 1% for each year in excess
of 35 years. The retirement income benefit is not subject to any
deductions for Social Security benefits or other offsets.
Officers are entitled to benefits on the same basis as other
employees. The normal form of benefit is an annuity, but a lump
sum payment is available as an option for benefits accrued prior
to January 1, 1996.
Under ERISA and the Internal Revenue Code, the
Retirement Income Plan is permitted to invest up to 10% of its
assets in qualifying employer securities, including shares of
Common Stock issued by Kodak. Between November 17, 1995 and
December 18, 1995 (inclusive), Kodak contributed shares of Common
Stock to the Retirement Income Plan in lieu of current and
certain future cash contributions. The Committee, on behalf of
the Retirement Income Plan and consistent with its
responsibilities under ERISA and the Internal Revenue Code,
decided to accept the contribution. Kodak decided to contribute
the shares of Common Stock because it believed the investment
would be an appropriate investment for, and would improve the
funding position of, the Retirement Income Plan.
The Committee appointed The Bank of New York (together
with any successor, the "Investment Manager") to serve as an
investment manager for the Retirement Income Plan with respect to
the management and disposition of all of the shares of Common
Stock held by the Retirement Income Plan in a separate investment
fund (the "Fund") pursuant to a Management Agreement dated
November 14, 1995 between the Committee and the Investment
Manager (the "Management Agreement").
The Investment Manager has responsibility to manage the
shares of Common Stock held by the Retirement Income Plan in the
Fund in accordance with and subject to ERISA and the Management
Agreement. The Investment Manager has the authority and
discretion to cause the Retirement Income Plan to retain such
shares or sell all or any portion thereof from time to time as it
may deem appropriate, and to direct the voting of and the
exercise of all other rights relating to such shares.
As of September 30, 1995, the Retirement Income Plan
did not have beneficial ownership of any shares of Common Stock.
Between November 17, 1995 and December 18, 1995 (inclusive),
Kodak contributed 7,354,316 shares of Common Stock to the
Retirement Income Plan having an aggregate value of $499,999,237
at the time of their contribution. All shares of Common Stock
contributed by Kodak to the Retirement Income Plan were treasury
shares of Kodak prior to their contribution. Such shares
represent approximately 2.1% of the shares of Common Stock
outstanding as of September 30, 1995 (not including such shares).
Kodak will not receive any of the proceeds of the sale
of any of the shares of Common Stock offered hereby. All of such
proceeds will be for the account of the Selling Stockholder and
for the benefit of employees and retirees and their beneficiaries
participating in the Retirement Income Plan.
PLAN OF DISTRIBUTION
The Selling Stockholder may sell the Common Stock from
time to time in one or more transactions inside and/or outside
the United States (i) through underwriters, (ii) through dealers,
(iii) through brokers or agents or (iv) directly to purchasers.
If the sale of Common Stock by the Selling Stockholder requires a
Prospectus Supplement, any such Prospectus Supplement with
respect to the Common Stock being offered thereby will set forth
the terms of the offering of such Common Stock, including the
names of any underwriters, dealers or agents involved in the sale
of such Common Stock, the aggregate number of shares of Common
Stock to be sold and any applicable commissions or discounts.
The net proceeds to the Selling Stockholder also will be set
forth in any such Prospectus Supplement.
If underwriters are used in the sale, the Common Stock
being sold will be acquired by the underwriters for their own
account and distribution of the Common Stock by such underwriters
may be effected from time to time in one or more transactions at
a fixed price or prices, which may be changed, or at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Unless
otherwise set forth in any Prospectus Supplement with respect to
the sale of the Common Stock being offered thereby, the
obligations of the underwriters to purchase such Common Stock
will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all such Common Stock
if any of such Common Stock is purchased. The initial public
offering price of any shares of Common Stock and any discounts or
concessions allowed or reallowed or paid to dealers may be
changed from time to time.
If dealers are used in the sale, unless otherwise
indicated in any Prospectus Supplement with respect to the sale
of the Common Stock being offered thereby, the Selling
Stockholder will sell such Common Stock to the dealers as
principals. The dealers may then resell such Common Stock to the
public at varying prices to be determined by such dealers at the
time of resale.
Common Stock may also be sold through brokers or agents
designated by the Selling Stockholder from time to time or
directly by the Selling Stockholder. Unless otherwise indicated
in any Prospectus Supplement sales through a broker will be in
ordinary brokerage transactions in which customary commissions
will be paid and sales through any other agent will be on a best
efforts basis for the period of the agent's appointment.
The Selling Stockholder and any underwriters, dealers
or agents that participate in the distribution of Common Stock
may be deemed to be "underwriters" within the meaning of the
Securities Act and any profit on the sale of such Common Stock
and any discounts, commissions, concessions or other compensation
received by any such underwriter, dealer or agent may be deemed
to be underwriting discounts and commissions under the Securities
Act.
Underwriters, dealers and agents who participate in the
distribution of the Common Stock may be entitled under agreements
entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments
which the underwriters, dealers or agents may be required to make
in respect thereof. Underwriters, dealers and agents may be
customers of, engage in transactions with, or perform services
for, the Company and/or the Selling Stockholder in the ordinary
course of business.
To comply with the securities laws of certain
jurisdictions, if applicable, the Common Stock will be offered or
sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain jurisdictions the
Common Stock may not be offered or sold unless it has been
registered or qualified for sale in such jurisdictions or any
exemption from registration or qualification is available and is
complied with.
Pursuant to the Registration Rights Agreement dated as
of November 17, 1995, by and between Eastman Kodak Company and
The Bank of New York as Investment Manager for the Kodak
Retirement Income Plan, all expenses of the registration of the
Common Stock will be paid by the Company, including, without
limitation, Commission filing fees and expenses of compliance
with state securities or "blue sky" laws; provided, however, that
the Selling Stockholder will pay all underwriting discounts and
selling commissions, if any. The Selling Stockholder will be
indemnified by the Company against certain civil liabilities,
including certain liabilities under the Securities Act, or will
be entitled to contribution in connection therewith.
LEGAL OPINIONS
The validity of the Common Stock will be passed upon
for the Company by Gary P. Van Graafeiland, its Senior Vice
President and General Counsel.
EXPERTS
The consolidated financial statements incorporated in
this Prospectus by reference to the Annual Report on Form 10-K
for the year ended December 31, 1994, as amended by Form 10-K/A
dated May 1, 1995, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Registration fee $193,815
Accounting fees and expenses 5,000*
Legal fees and expenses 7,500*
Blue sky fees and expenses 3,000*
Miscellaneous 2,685*
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Total $212,000
========
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* Estimated.
Item 15. Indemnification.
Section 14A:3-5 of the New Jersey Business Corporation
Act empowers a corporation to indemnify its directors, officers,
and employees against (a) expenses or liabilities in connection
with any proceeding involving such persons by reason of their
being such directors, officers, or employees, other than a
proceeding by or in the right of the corporation, if (i) such
directors, officers, or employees acted in good faith and in a
manner they reasonably believed to be in or not opposed to the
best interests of the corporation and, (ii) with respect to any
criminal proceeding, such directors, officers, or employees had
no reasonable cause to believe their conduct was unlawful, and
(b) expenses in connection with any proceeding by or in the right
of the corporation to procure a judgment in its favor involving
such persons by reason of their being such directors, officers,
or employees if such directors, officers, or employees acted in
good faith and in a manner which they reasonably believed to be
in or not opposed to the best interests of the corporation.
Article 8, Section 2 of the Company's by-laws provides for
indemnification, to the full extent permitted by law, of the
Company's directors, officers, and employees. In addition, the
Company maintains directors and officers liability insurance
insuring its directors and officers against that which they
cannot be indemnified by the Company.
In the event of an underwritten offering of any Common
Stock, the underwriters will agree to indemnify the Company and
its directors and officers against certain liabilities, including
liabilities under the Securities Act of 1933.
Item 16. Exhibits.
(4)(a) --- Certificate of Incorporation of Eastman Kodak
Company (incorporated by reference to Exhibit 3(A)
to the Annual Report on Form 10-K of Eastman Kodak
Company for the year ended December 31, 1994).
(4)(b) --- By-Laws of Eastman Kodak Company (incorporated by
reference to Exhibit 3(B) to the Annual Report on
Form 10-K of Eastman Kodak Company for the year
ended December 31, 1994).
*(5) --- Opinion of Gary P. Van Graafeiland, Esq.
*(23)(a) --- Consent of Independent Accountants.
*(23)(b) --- Consent of Gary P. Van Graafeiland, Esq. (included
in Exhibit (5)).
*(99)(a) --- Registration Rights Agreement, dated as of
November 17, 1995, by and between Eastman Kodak
Company and The Bank of New York as Investment
Manager for the Kodak Retirement Income Plan.
(99)(b) --- Plan document for the Kodak Retirement Income
Plan.
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* Filed previously.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, unless
the information required to be included in such post-
effective amendment is contained in a periodic report
filed by Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement,
unless the information required to be included in such
post-effective amendment is contained in a periodic
report filed by Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
and incorporated herein by reference; and
(iii) To include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of Registrant pursuant to the
provisions described in Item 15 above, or otherwise, Registrant
has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, Registrant will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Rochester, State of New
York, on the 23rd day of January, 1996.
Eastman Kodak Company
By /s/ Joyce P. Haag
----------------------------
Joyce P. Haag
Secretary
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities indicated on
January 23, 1996.
Officers and Directors Title
---------------------- -----
George M.C. Fisher* Chairman, President,
Chief Executive Officer,
Chief Operating Officer
and Director
Harry L. Kavetas* Executive Vice President
(Principal Financial Officer)
David J. FitzPatrick* Controller
(Principal Accounting Officer)
Richard S. Braddock* Director
Karlheinz Kaske* Director
Alice F. Emerson* Director
Roberto C. Goizueta* Director
Paul E. Gray* Director
Wilbur J. Prezzano* Director
Leo J. Thomas* Director
Richard A. Zimmerman* Director
*By /s/ Joyce P. Haag
--------------------------
Joyce P. Haag
Secretary
EXHIBIT INDEX
Exhibit
Number Page
(4)(a) Certificate of Incorporation of Eastman
Kodak Company (incorporated by reference
to Exhibit 3(A) to the Annual Report on
Form 10-K of Eastman Kodak Company for
the year ended December 31, 1994).
(4)(b) By-Laws of Eastman Kodak Company
(incorporated by reference to Exhibit
3(B) to the Annual Report on Form 10-K
of Eastman Kodak Company for the year
ended December 31, 1994).
(99)(b) Plan document for the Kodak Retirement
Income Plan.
KODAK RETIREMENT INCOME PLAN
Restated in its Entirety March 31, 1995
Effective April 1, 1995
As Amended
January 1, 1994
January 1, 1995
April 1, 1995
October 1, 1995
November 1, 1995
BENEFIT PLAN 1R.01
Effective Date: November 1, 1995
No. of Pages: 85 plus
Appendices A, B, C, D, E, F, G, H, I
KODAK RETIREMENT INCOME PLAN
TABLE OF CONTENTS
ARTICLE 1. THE PLAN 1
1.01 Introduction 1
1.02 Effective Date 1
1.03 Other Plan Liabilities Assumed by the Plan 1
ARTICLE 2. DEFINITIONS 2
2.01 Accrued Benefit 2
2.02 Accrued Service 2
2.03 Active Participant 7
2.04 Actuarial Equivalent 7
2.05 Affiliated Company 9
2.06 Annuity Starting Date 9
2.07 Applicable Interest Rate 9
2.08 Applicable Mortality Table 10
2.09 Applicable PBGC Interest Rate 10
2.10 Average Participating Compensation (APC) 10
2.11 Average Social Security Wage Base (ASSB) 11
2.12 Benefit Plans Committee 12
2.13 Board 12
2.14 Change In Control Benefit Adjustment 12
2.15 Code 12
2.16 Conditional Full-Time Employee 12
2.17 Contingent Annuitant 13
2.18 Covered Employee 13
2.19 Deferred Retirement Benefit 14
2.20 Disability Retirement Benefit 14
2.21 Disabled Individual 14
2.22 Early Retirement Benefit 14
2.23 Employee 14
2.24 Employer 14
2.25 ERISA 15
2.26 Family Protection Program 15
2.27 Grandfathered Accrued Benefit 15
2.28 Hour of Service 15
2.29 Inactive Participant 16
2.30 Insurance Annual Salary Rate (IASR) 17
2.31 Investment Manager 18
2.32 KLife 18
2.33 Kodak Payroll Period 18
2.34 KRIPCO 18
2.35 Leased Employee 18
2.36 Limited Service Employee 18
2.37 Mandatory Commencement Date 19
2.38 Normal Retirement Age 19
2.39 Normal Retirement Benefit 19
2.40 Normal Retirement Date 19
2.41 Optional Pre-retirement Survivor
Income Benefit (OSIB) 19
2.42 Participant 19
2.43 Participating Compensation (PC) 19
2.44 Plan 22
2.45 Plan Year 22
2.46 Pre-retirement Spouse Benefit (PRSB) 23
2.47 Pre-retirement Survivor Income Benefit
(Pre-retirement SIB) 23
2.48 Prior Plan 23
2.49 Qualified Domestic Relations Order 23
2.50 Qualified Pre-retirement Survivor Annuity (QPSA) 23
2.51 Regular Full-Time Employee 23
2.52 Retired Participant 24
2.53 Retirement Annual Salary Rate (RASR) 24
2.54 Special Program Employee 24
2.55 Supplementary Full-Time Employee 25
2.56 Terminated Vested Participant 26
2.57 Total Service 26
2.58 Trust 27
2.59 Trust Agreement 27
2.60 Trustee 27
2.61 Trust Fund 27
2.62 Vested Benefit 27
2.63 Vesting Service 27
ARTICLE 3. ELIGIBILITY FOR PARTICIPATION 29
3.01 Employees Covered 29
3.02 Special Rules for Employment with
Entities other than the Employer 29
ARTICLE 4. ELIGIBILITY FOR BENEFITS 30
4.01 Normal Retirement 30
4.02 Early Retirement 30
4.03 Deferred Retirement 30
4.04 Vested Benefit 31
4.05 Disability Retirement 31
4.06 Amount, Form and Timing of Benefits 31
4.07 Termination of Employment 31
ARTICLE 5. AMOUNT OF BENEFITS 34
5.01 Normal Retirement Benefit 34
5.02 Early Retirement Benefit 34
5.03 Deferred Retirement Benefit 36
5.04 Vested Benefit 36
5.05 Disability Retirement Benefit 38
5.06 Adjustment to Amount of Benefits 38
ARTICLE 6. TIMING OF BENEFITS 42
6.01 Normal Retirement Benefit 42
6.02 Early Retirement Benefit 43
6.03 Deferred Retirement Benefit 43
6.04 Vested Benefit 43
6.05 Disability Retirement Benefit 44
ARTICLE 7. FORM OF BENEFITS 44
7.01 Payment of Small Benefits 44
7.02 Normal Form of Payment 44
7.03 Elections of Forms of Payment 45
7.04 Forms of Payment 49
7.05 Legal Restrictions on Forms of Payment 51
ARTICLE 8. QUALIFIED DOMESTIC RELATIONS ORDERS 52
8.01 Qualified Domestic Relations Orders 52
8.02 Direct Rollovers 53
ARTICLE 9. LIMITATIONS ON BENEFITS 54
9.01 Limitations under Code section 415 54
9.02 Limit on Annual Payments to Top-25 Employees 61
ARTICLE 10. DEATH BENEFITS BEFORE THE ANNUITY STARTING DATE 62
10.01 General 62
10.02 Eligibility 62
10.03 Pre-retirement Survivor Income
Benefit (Pre-retirement SIB) Coverage 63
10.04 Optional Pre-retirement Survivor Income
Benefit (OSIB) Coverage 67
10.05 Pre-Retirement Spouse Benefit (PRSB)
and Qualified Pre-retirement Survivor
Annuity (QPSA) Coverage 69
ARTICLE 11. REHIRES 72
11.01 Pending Lump Sum Payments 72
11.02 Rehire of Participant After the
Annuity Starting Date 73
11.03 Death Benefits 74
11.04 Payment of Benefits upon Subsequent Termination 74
ARTICLE 12. EMPLOYER CONTRIBUTIONS AND FUNDING 75
12.01 Employer Contributions 75
12.02 Diversion Prohibited 76
12.03 Return of Erroneous or Nondeductible
Contributions 76
12.04 Funding Policy 76
12.05 Employee Contributions 76
ARTICLE 13. ADMINISTRATION 76
13.01 Appointment of Committee 76
13.02 Named Fiduciary and Plan Administrator 77
13.03 Powers and Duties of Committee 77
13.04 Operation of KRIPCO 77
13.05 Claims Review Procedure 78
13.06 Power to Appoint Advisers 78
13.07 Investment Jurisdiction of KRIPCO 78
13.08 Expenses 79
13.09 Duties of Fiduciaries 79
13.10 Liability of Members 80
13.11 Allocation of Responsibility 80
ARTICLE 14. AMENDMENT 81
14.01 Power to Amend 81
14.02 Necessary Amendments 81
14.03 No Reduction in Accrued Benefits 81
ARTICLE 15. Termination and Merger 82
15.01 Power to Terminate 82
15.02 Termination of the Plan 82
15.03 Merger of the Plan 83
ARTICLE 16. MISCELLANEOUS 84
16.01 Nonassignability of Benefits 84
16.02 Construction 84
16.03 Gender and Number 84
16.04 Top-Heavy Requirements 85
APPENDIX A. AFFILIATED COMPANIES OF EASTMAN KODAK COMPANY
REFERRED TO IN SECTION 2.21
APPENDIX B. BENEFIT ADJUSTMENT AFTER A CHANGE IN CONTROL
APPENDIX C. 1991 ADJUSTMENT
APPENDIX D. RECOGNITION OF SERVICE WITH FORMER EMPLOYERS
APPENDIX I. BENEFITS FOR SALARIED EMPLOYEES OF STERLING WINTHROP
INC. AND CERTAIN SUBSIDIARIES THEREOF
ARTICLE 1. THE PLAN
1.01 Introduction
The Kodak Retirement Income Plan is a pension plan that
provides for retirement benefits. The Plan is intended to be
qualified under Code section 401(a) and to comply with the
provisions and requirements of ERISA and is to be interpreted
and administered accordingly.
1.02 Effective Date
The Kodak Retirement Income Plan, as first adopted by Eastman
Kodak Company in 1928 and as amended from time to time
thereafter, is hereby further amended as of April 1, 1995, and
as so amended is hereby set forth in full. The Plan as so
amended is applicable to each Participant who is an Employee on
or after April 1, 1995. A Participant who is not an Employee
on or after April 1, 1995, shall continue to be subject to the
provisions of the Plan as it was in effect on the day he ceased
to be an Employee.
1.03 Other Plan Liabilities Assumed by the Plan
(a) IBM Retirement Plan. Liability for benefits accrued
before April 19, 1988, by an employee or former
employee of International Business Machines
Corporation, under the IBM Retirement Plan as in
effect on March 31, 1986, was expressly assumed by the
Employer under this Plan as of April 19, 1988, as set
forth in Appendix D.
(b) Sterling Drug, Inc. Retirement Plan for Salaried
Employees. Liability for benefits accrued before
January 1, 1989, by an employee or former employee of
Sterling Drug, Inc. under the Sterling Drug, Inc.
Retirement Plan for Salaried Employees as in effect on
December 31, 1988, was expressly assumed by the
Employer under this Plan as of January 1, 1989, as set
forth in Appendix I. Benefits for such employees
accrued on or after January 1, 1989, shall accrue
pursuant to Appendix I.
(c) Sterling Drug, Inc. Retirement Plan for Hourly
Employees. Liability for benefits accrued before
August 31, 1990, by an employee or former employee of
Sterling Drug, Inc. under the Sterling Drug, Inc.
Retirement Plan for Hourly Employees as in effect on
August 30, 1990, was expressly assumed by the Employer
under this Plan as of August 31, 1990.
(d) Amersham Corporation Pension Plan. Liability for
benefits accrued before December 1, 1991, by an
employee or former employee of Amersham Corporation,
Inc. under the Amersham Corporation Pension Plan as in
effect on November 30, 1991, was expressly assumed by
the Employer under this Plan as of December 1, 1991,
as set forth in Appendix D.
ARTICLE 2. DEFINITIONS
The terms used in this Plan shall have the following meanings
unless a different meaning is clearly required by the context.
2.01 Accrued Benefit
The "Accrued Benefit" for each Participant is the Normal
Retirement Benefit determined according to Section 5.01.
2.02 Accrued Service
"Accrued Service" is the aggregate of all periods of employment
as a Covered Employee which, as a component of the Plan
formula, is used to calculate the amount of the Participant's
Accrued Benefit and is subject to the following rules:
(a) Credit for Employment as a Covered Employee. Accrued
Service credit will be given for each Hour of Service
completed as a Covered Employee.
(1) Employment as a Regular Full-Time Employee,
Supplementary Full-Time Employee or Conditional
Full-Time Employee. If the Covered Employee is a
Regular Full-Time Employee, Supplementary Full-
Time Employee or Conditional Full-Time Employee,
190 Hours of Service will be credited for any
calendar month in which he completes at least one
Hour of Service. One year of Accrued Service will
be credited if a Covered Employee who is a Regular
Full-Time Employee, Supplementary Full-Time
Employee or Conditional Full-Time Employee is
credited with 2280 or more Hours of Service during
a Plan Year. If such a Covered Employee is
credited with fewer than 2280 Hours of Service in
a Plan Year, credit will be given for a partial
year of Accrued Service based on the ratio that
such Hours of Service bear to 2280.
(2) Employment Other Than as a Regular Full-Time
Employee, Supplementary Full-Time Employee or
Conditional Full-Time Employee.
(A) General Rule. If the Covered Employee is not
a Regular Full-Time Employee, Supplementary
Full-Time Employee or Conditional Full-Time
Employee, one year of Accrued Service will be
credited if a Covered Employee who is not a
Regular Full-Time Employee, Supplementary
Full-Time Employee or Conditional Full-Time
Employee is credited with 1700 or more Hours
of Service during a Plan Year. If
such a Covered Employee is credited with
fewer than 1700 Hours of Service, credit will
be given for a partial year of Accrued
Service based on the ratio that such Hours of
Service bear to 1700.
(B) Special Rule for Covered Employees in New
York City. For periods in which Covered
Employee who is not a Regular Full-Time
Employee, Supplementary Full-Time Employee or
Conditional Full-Time Employee is employed in
New York City, where the Employer has
adopted, due to local custom, a work week of
35 hours, the number 1487.5 will be
substituted for the number 1700 in
subparagraph (A).
(C) Special Rule for Service Credited Through
July 1, 1973. For periods through June 30,
1973, Accrued Service for a Covered Employee
as of June 30, 1973 who was not employed as a
Regular Full-Time Employee on that date will
be calculated in accordance with this
subparagraph; provided, however, that for
periods during which the Covered Employee was
employed by Eastman Chemical Company, this
subparagraph (C) shall not apply. For such a
Covered Employee who was not employed as a
physician, the Covered Employee will be
deemed to have been employed as a Regular
Full-Time Employee through July 1, 1973,
under the terms of the Prior Plan as in
effect on July 1, 1973. For such a Covered
Employee who was employed as a physician, the
Covered Employee will be credited with
Accrued Service for periods through June 30,
1973 equal to Total Service credited before
July 1, 1973 multiplied by the ratio of the
Participant's Accrued Service for the period
from July 1, 1973 through December 31, 1976
divided by Total Service for the period from
July 1, 1973 through December 31, 1976.
(b) Credit for Periods of Disability. Accrued Service for
periods of disability will be credited to a Disabled
Individual who again becomes a Covered Employee for at
least one year from the date of his return or who
becomes eligible to retire pursuant to Section 4.05
while a Disabled Individual or within one year of his
date of return in accordance with the following rules:
(1) Subject to paragraphs (2) and (3) below, Accrued
Service credit will be added to Accrued Service
credit given in accordance with subsection (a)
above for each completed month while a Disabled
Individual in accordance with the following rules:
(A) If a Covered Employee was employed as a
Regular Full-Time Employee, Supplementary
Full-Time Employee or Conditional Full-Time
Employee at the time the disability
commenced, each month of such disability will
be deemed to consist of 190 Hours of Service.
(B) If a Covered Employee was employed other than
as a Regular Full-Time Employee,
Supplementary Full-Time Employee or
Conditional Full-Time Employee at the time
the disability commenced, each month of such
disability will be deemed to consist of the
average number of monthly Hours of Service
during the twelve months immediately
preceding the month during which the Covered
Employee last performed duties for the
Employer.
(2) The amount of Accrued Service credited under
paragraph (1) above (if any) is limited to an
amount which, when combined with Accrued Service
credited under subsection (a), produces a Normal
Retirement Benefit that is less than or equal to:
(A) for a Participant whose effective date of
disability occurred before January 1, 1993:
(i) 40% of the Participant's IASR limiting
IASR in each case to the dollar limit in
effect under Code section 401(a)(17)
effective January 1 of the Plan Year in
which Accrued Service is credited under
this subsection (b).
reduced by
(ii) one-half of the Participant's primary
Social Security Disability Income
Benefit.
(B) for a Participant whose effective date of
disability occurred on or after January 1,
1993:
(i) 70% of the Participant's IASR, limiting
IASR to the dollar limit in effect under
Code section 401(a)(17) effective
January 1 of the Plan Year in which
Accrued Service is credited under this
subsection (b).
reduced by
(ii) the Participant's primary Social
Security Disability Income Benefit.
(3) In no event shall Accrued Service be credited for
periods of disability after a Participant has
elected to receive or begins to receive his
Accrued Benefit from the Plan.
(c) Credit for Periods of Unpaid Leave. For purposes of
calculating Accrued Service under this Section, Hours
of Service will be credited to a person who is absent
from employment, and who has been granted a leave
under the Employer's Leave of Absence policy, in
accordance with the following rules:
(1) If a Covered Employee was employed as a Regular
Full-Time Employee, Supplementary Full-Time
Employee or Conditional Full-Time Employee at the
time the leave commenced, each month of such leave
will be deemed to consist of 190 Hours of Service;
provided, however, that for periods after December
31, 1994, a month of such leave will be deemed to
consist of Hours of Service only if the month is
one of the first twelve months of such leave.
(2) If a Covered Employee was employed other than as a
Regular Full-Time Employee, Supplementary Full-
Time Employee or Conditional Full-Time Employee at
the time the leave commenced, each month of such
leave will be deemed to consist of the average
number of monthly Hours of Service during the
twelve months immediately preceding the month
during which the Covered Employee last performed
duties for the Employer; provided, however, that
for periods after December 31, 1994, a month of
such leave will be deemed to consist of Hours of
Service only if the month is one of the first
twelve months of such leave.
(d) Credit for Periods of Paid Leave. For purposes of
calculating Accrued Service under this Section, Hours
of Service will be credited to a Covered Employee for
periods of paid leave in accordance with the following
rules:
(1) If the Covered Employee was employed as a Regular
Full-Time Employee, Supplementary Full-Time
Employee or Conditional Full-Time Employee at the
time the paid leave commenced, each month of such
leave will be deemed to consist of 190 Hours of
Service.
(2) If the Covered Employee was employed other than as
a Regular Full-Time Employee, Supplementary Full-
Time Employee or Conditional Full-Time Employee at
the time the paid leave commenced, each month of
such leave will be deemed to consist of the
average number of monthly Hours of Service during
the twelve months immediately preceding the month
during which the Covered Employee last performed
duties for the Employer.
(e) Credit for Periods of Military Leave. For purposes of
calculating Accrued Service under this Section, Hours
of Service will be credited to a Covered Employee for
periods of military leave in accordance with the
following rules:
(1) If the Covered Employee is reemployed by the
Employer within the time and in the manner
required to entitle the Covered Employee to
reemployment rights and benefits under the
Uniformed Services Employment and Reemployment
Rights Act of 1994:
(A) If the Covered Employee was employed as a
Regular Full-Time Employee, Supplementary
Full-Time Employee or Conditional Full-Time
Employee at the time the military leave
commenced, each month of such leave will be
deemed to consist of 190 Hours of Service.
(B) If the Covered Employee was employed other
than as a Regular Full-Time Employee,
Supplementary Full-Time Employee or
Conditional Full-Time Employee at the time
the military leave commenced, each month of
such leave will be deemed to consist of the
average number of monthly Hours of Service
during the twelve-month period immediately
preceding the month during which the Covered
Employee last performed duties for the
Employer (or, if shorter, the period of
employment immediately preceding such
period).
(2) If the Covered Employee is not reemployed by the
Employer within the time and in the manner
required to entitle the Covered Employee to
reemployment rights and benefits under the
Uniformed Services Employment and Reemployment
Rights Act of 1994:
(A) If a Covered Employee was employed as a
Regular Full-Time Employee, Supplementary
Full-Time Employee or Conditional Full-Time
Employee at the time the leave commenced,
each month of such leave will be deemed to
consist of 190 Hours of Service; provided,
however, that for periods after December 31,
1994, a month of such leave will be deemed to
consist of Hours of Service only if the month
is one of the first twelve months of such
leave.
(B) If a Covered Employee was employed other than
as a Regular Full-Time Employee,
Supplementary Full-Time Employee or
Conditional Full-Time Employee at the time
the leave commenced, each month of such leave
will be deemed to consist of the average
number of monthly Hours of Service
during the twelve months immediately
preceding the month during which the Covered
Employee last performed duties for the
Employer; provided, however, that for periods
after December 31, 1994, a month of such
leave will be deemed to consist of Hours of
Service only if the month is one of the first
twelve months of such leave.
(f) Credit for Periods of Employment with Company Not
Participating in the Plan. Except as indicated in
Appendix D, Accrued Service will be credited for
periods of employment with an Affiliated Company or
any other entity that participates in the Plan only if
and from the date such entity begins to participate in
the Plan.
(g) Effect of Lump Sum Payments. Accrued Service for
employment with respect to which a Participant has
received a lump sum payment under Section 7.01(a) or
7.04(e) shall not be credited.
(h) General Rule for Employment Other Than as a Covered
Employee. Except as provided in subsection (b), (c),
(d) or (e), Accrued Service credit will not be given
for any period of absence or for any period of time
after termination of employment as a Covered Employee.
(i) Special Rule for Aircraft Pilots. For periods of
service through December 31, 1994, but not thereafter,
an Active Participant who is employed as an aircraft
pilot by the Employer, will be credited with Accrued
Service by substituting "1.1667 years" for "one year"
in subsection (a) above, for each year he is so
employed.
2.03 Active Participant
"Active Participant" is a Participant who is either:
(a) a Covered Employee, or
(b) a former Covered Employee who is employed by an
Affiliated Company but who is not a Limited Service
Employee.
2.04 Actuarial Equivalent
"Actuarial Equivalent" is a benefit of equivalent current value
to the benefit which would otherwise have been provided to the
Participant, determined by actuarial factors based on
(a) in the case of a lump sum benefit payable with respect
to an Annuity Starting Date before January 1, 1996,
either
(1) the UP-1984 Mortality Table and the Applicable
PBGC Interest Rate for immediate annuities,
applied taking into account the value of the
Participant's retirement-type subsidy in the Plan
if the Participant satisfies the conditions for
such subsidy by terminating employment at a time
when he is eligible for an Early Retirement
Benefit under Section 4.02, or
(2) the Applicable Mortality Table and the Applicable
Interest Rate, applied without taking into account
the value of any retirement-type subsidies whether
or not the Participant satisfies the conditions
for such subsidy,
whichever produces the greater amount.;
(b) in the case of all benefits other than lump sum
distributions payable with respect to an Annuity
Starting Date before January 1, 1996, 6 percent
interest and the 1971 Group Annuity Mortality Table
with Participants' ages set back one year and
beneficiaries' ages set back five years;
(c) in the case of all benefits payable with respect to an
Annuity Starting Date on and after January 1, 1996,
the Applicable Mortality Table and the Applicable
Interest Rate, provided that the Actuarial Equivalent
of any form of benefit for any Participant shall not
be less than the Actuarial Equivalent of the Normal
Retirement Benefit of such Participant using the
Applicable Mortality Table and the Applicable Interest
Rate applied without taking into account the value of
any retirement-type subsidies whether or not the
Participant satisfies the conditions for such subsidy;
(d) in any case in which it is necessary to calculate the
lump sum Actuarial Equivalent of a Participant's
Grandfathered Accrued Benefit, such calculation shall
be performed using the UP-1984 Mortality Table and the
Applicable PBGC Interest Rate for immediate annuities
applied taking into account the value of the
Participant's retirement-type subsidy in the Plan if
the Participant satisfies the conditions for such
subsidy by terminating employment at a time when he is
eligible for an Early Retirement Benefit under Section
4.02; and
(e) in the case of all computations, the Actuarial
Equivalent for lump sum distributions shall be
determined using the Participant's age (measured in
years and full months) as of the Annuity Starting
Date, and the Actuarial Equivalent for Contingent
Annuitant Annuities shall be determined using the
nearest full year of the ages of the Participant and
Contingent Annuitant as of the Annuity Starting Date.
2.05 Affiliated Company
"Affiliated Company" includes Eastman Kodak Company, each
Employer and any affiliated company (as defined in Code section
414(b), (c), (m) and (o)) of Eastman Kodak Company.
2.06 Annuity Starting Date
"Annuity Starting Date" is the first day of the month with
respect to which a Normal Retirement Benefit, Early Retirement
Benefit, Deferred Retirement Benefit, Vested Benefit or
Disability Retirement Benefit is payable under this Plan.
Where payments to a Participant have been suspended under
Section 6.01(a) or 11.02(a) or (b) because of reemployment or
employment beyond age 65, the Annuity Starting Date refers to
the first day of the month with respect to which the Normal
Retirement Benefit, Early Retirement Benefit, Deferred
Retirement Benefit, Vested Benefit or Disability Retirement
Benefit is payable after the period of suspension.
2.07 Applicable Interest Rate
"Applicable Interest Rate" is
(a) in the case of a lump sum benefit payable with respect
to an Annuity Starting Date before 1996, the annual
interest rate on 30-year Treasury securities as
specified by the Commissioner of Internal Revenue for
the first full calendar month preceding the calendar
month that contains the Annuity Starting Date, in
accordance with Code section 417(e) and the
regulations thereunder;
(b) in the case of a lump sum benefit payable with respect
to an Annuity Starting Date occurring in 1996, the
annual interest rate on 30-year Treasury securities as
specified by the Commissioner of Internal Revenue for
the second full calendar month, or, if required by
applicable regulations of the Internal Revenue Service
and if such interest rate produces a larger benefit,
the first full calendar month preceding the calendar
month that contains the Annuity Starting Date, in
accordance with Code section 417(e) and the
regulations thereunder;
(c) in the case of a lump sum benefit payable with respect
to an Annuity Starting Date after 1996, the annual
interest rate on 30-year Treasury securities as
specified by the Commissioner of Internal Revenue for
the second full calendar month preceding the calendar
month that contains the Annuity Starting Date, in
accordance with Code section 417(e) and the
regulations thereunder; and
(d) in the case of all benefits other than lump sum
distributions payable with respect to an Annuity
Starting Date after 1995, the annual interest rate on
30-year Treasury securities as specified by the
Commissioner of Internal Revenue for the second full
calendar month preceding the calendar month that
contains the Annuity Starting Date, in accordance with
Code section 417(e) and the regulations thereunder.
2.08 Applicable Mortality Table
"Applicable Mortality Table" is the mortality table that is
prescribed by the Commissioner of Internal Revenue in revenue
rulings, notices, or other guidance, in accordance with Code
section 417(e) and the regulations thereunder."
2.09 Applicable PBGC Interest Rate
"Applicable PBGC Interest Rate" is
(a) the interest rates which would be used (as of the
first day of the month which contains such person's
Annuity Starting Date, or, if lesser in the case of a
Terminated Vested Participant who elects a lump sum
payment before the first day of the fourth month
following the month in which his termination of
employment is processed , the day after such
Participant's termination of employment as defined in
Section 4.07) by the Pension Benefit Guaranty
Corporation for purposes of determining the present
value of a lump sum distribution on plan termination
if the present value (using such interest rates) of
such Accrued Benefit is $25,000 or less; or
(b) 120 percent of such interest rates if the present
value of such Accrued Benefit exceeds $25,000;
provided that in no event shall the present value of
the Accrued Benefit determined under this subparagraph
(b) be less than $25,000.
2.10 Average Participating Compensation (APC)
"Average Participating Compensation" is:
(a) Compensation Not On A Monthly Basis from an Employer.
For any Covered Employee who is paid on other than a
monthly basis, 1/3 of the sum of the highest 39
consecutive PC's in the 10-year period ending with the
Kodak Payroll Period immediately prior to the period
containing either his Annuity Starting Date or the
date on which he becomes an Inactive Participant,
whichever is earlier.
(b) Monthly Compensation from an Employer. For any
Covered Employee who is paid on a monthly basis, 1/3
of the sum of the highest 36 consecutive PC's in the
10-year period ending with the calendar month
immediately prior to the month containing either his
Annuity Starting Date or the date on which he becomes
an Inactive Participant, whichever is earlier.
(c) Compensation From A Nonparticipating Member of the
Controlled Group. For any Active Participant who is a
former but not a current Covered Employee and who
ceases to be an Employee, the amount which would have
been calculated in accordance with subsections (a) or
(b) above, as appropriate, as if such Active
Participant had been a Covered Employee at the time of
his ceasing to be an Employee.
(d) Minimum APC After Employment With A Nonparticipating
Member of the Controlled Group. For any Active
Participant who is a former Covered Employee and who,
after completing 5 or more years of Vesting Service or
attaining his Normal Retirement Age, is employed by an
Affiliated Company not listed in Appendix A other than
Eastman Kodak Company or by the UPT Facilities Group
of Eastman Kodak Company or by the Nano Systems
Division of Eastman Kodak Company, the amount shall
never be less than the APC calculated, at the time he
ceased to be a Covered Employee, in accordance with
subsections (a) or (b) above, as appropriate.
(e) Compensation From Employers Outside the Controlled
Group. For certain Participants, APC will be
calculated in accordance with Appendix D.
2.11 Average Social Security Wage Base (ASSB)
"Average Social Security Wage Base" is:
(a) Compensation Not On A Monthly Basis from an Employer.
For any Covered Employee paid on other than a monthly
basis, 1/3 of the sum of 1/13 of the wage bases, for
Social Security tax and benefit purposes, in effect on
the first day of each of the 39 consecutive Kodak
Payroll Periods immediately prior to:
(1) The period containing the earlier of the date on
which such Covered Employee becomes an Inactive
Participant, or such Covered Employee's Annuity
Starting Date; or
(2) The last day of the last Kodak Payroll Period
ending within the calendar year used to determine
the Participating Compensation of a Disabled
Individual.
(b) Monthly Compensation from an Employer. For any
Covered Employee paid on a monthly basis, 1/3 of the
sum of 1/12 of the wage bases, for Social Security tax
and benefit purposes, in effect on the first day of
each of the 36 consecutive calendar months immediately
prior to the month containing:
(1) the earlier of the date on which such Covered
Employee becomes an Inactive Participant, or such
Covered Employee's Annuity Starting Date; or
(2) the last day of the calendar year used to
determine the Participating Compensation of a
Disabled Individual.
(c) Compensation From A Nonparticipating Member of the
Controlled Group. For any Active Participant who is a
former but not a current Covered Employee, the ASSB
calculated in accordance with subsections (a) or (b)
above, as appropriate, for the period of time for
which an APC is calculated in accordance with Section
2.07.
2.12 Benefit Plans Committee
"Benefit Plans Committee" is a committee of officers of Eastman
Kodak Company appointed by the Board for the purposes, among
other things, of adopting, amending and terminating employee
benefit plans sponsored by Eastman Kodak Company.
2.13 Board
"Board" is the Board of Directors of Eastman Kodak Company or a
committee of said Board.
2.14 Change In Control Benefit Adjustment
"Change In Control Benefit Adjustment" is the adjusted benefit
payable as set forth in Appendix B.
2.15 Code
"Code" is the Internal Revenue Code of 1986, as it has been or
may be amended.
2.16 Conditional Full-Time Employee
A "Conditional Full-Time Employee" is a nonexempt Employee who
is in an evaluation period during the first twelve months (six
months at Kodak Colorado Division) of employment and
(a) who works a regular schedule of
(1) 40 or more hours per week (or shorter time periods
pursuant to local custom, where required by law,
by Employer needs, or by the Employee's health);
or
(2) Alternative work schedules such as alternating 36
and 48 hour workweeks comprised of 12-hour days;
and
(b) who does not fall in any one or more of the following
categories:
(1) Regular Full-Time Employees;
(2) Supplementary Full-Time Employees;
(3) Limited Service Employees; or
(4) Special Program Employees.
2.17 Contingent Annuitant
"Contingent Annuitant" is the person designated under the terms
of the Plan or by a Participant to receive lifetime monthly
payments after his death, in accordance with the form of
payment provided for in Article 7.
2.18 Covered Employee
A Covered Employee is any Employee of an Employer who is
reported on the payroll records of the Employer as a common law
employee; provided, that:
(a) Covered Employee does not include:
(1) a nonresident alien working outside of the United
States;
(2) a Leased Employee;
(3) a Limited Service Employee; or
(4) a person considered by the Employer to be a
"leased employee" or an "independent contractor"
for the entire period of time such person is so
considered, and such person shall not be
considered a Covered Employee during such period
even if a subsequent determination is made that he
is or has been a common law employee of the
Employer.
(b) Covered Employee includes a U.S. citizen employed by a
foreign subsidiary of the Employer and a U.S. citizen
employed abroad by a qualified domestic subsidiary
corporation (as defined under Code section 407(a)) of
the Employer provided that all of the following
conditions are met:
(1) The U.S. citizen is not a participant in any other
funded pension, profit sharing, stock bonus or
other funded plan of deferred compensation
sponsored by another person or corporation with
respect to the compensation he receives from his
Employer;
(2) The U.S. citizen is transferred from the Employer
to the foreign subsidiary or the qualified
domestic subsidiary, as the case may be, and if
employed by the Employer would meet all the
requirements for participation in the Plan; and
(3) In the case of a U.S. citizen who works for a
foreign subsidiary corporation, the Employer has
entered into an agreement with the Commissioner of
Internal Revenue under Code section 3121(1) which
covers the U.S. citizens employed by the foreign
subsidiary corporation under the Federal Social
Security Act.
2.19 Deferred Retirement Benefit
"Deferred Retirement Benefit" is the benefit computed under
Section 5.03.
2.20 Disability Retirement Benefit
"Disability Retirement Benefit" is the benefit computed under
Section 5.05.
2.21 Disabled Individual
A "Disabled Individual" is a former Covered Employee who ceased
to be an Employee because of disability, who is entitled to
receive benefits under the provisions of a broad-based long-
term disability plan maintained by the Employer and who has not
yet begun to receive a distribution of his Accrued Benefit.
2.22 Early Retirement Benefit
"Early Retirement Benefit" is the benefit computed under
Section 5.02.
2.23 Employee
"Employee" is any person employed and compensated for services
in the form of an hourly wage or salary by an Affiliated
Company.
2.24 Employer
"Employer" is Eastman Kodak Company and those of its affiliates
listed in Appendix A; provided, however, that "Employer" does
not include either the UPT Facilities Group of Eastman Kodak
Company or the Nano Systems Division of Eastman Kodak Company.
2.25 ERISA
"ERISA" is the Employee Retirement Income Security Act of 1974,
as it has been or may be amended.
2.26 Family Protection Program
"Family Protection Program" is a program of group life
insurance and related income protection benefits which is made
available by the Employer.
2.27 Grandfathered Accrued Benefit
"Grandfathered Accrued Benefit" for a Participant is the
Accrued Benefit as of December 31, 1995 or, if earlier, the
date of his termination of employment within the meaning of
section 4.07 ("relevant date"), calculated under the terms of
the Plan on the relevant date by taking into account his APC,
ASSB and Accrued Service credited as of such relevant date. A
Participant's "Grandfathered Accrued Benefit" shall include the
value of the retirement-type subsidy in the Plan as of December
31, 1995 but only if such Participant satisfies the conditions
for such retirement-type subsidy at any time."
2.28 Hour of Service
(a) "Hour of Service" is as follows:
(1) Each hour for which an Employee is either directly
or indirectly paid or entitled to payment by an
Affiliated Company for the performance of duties
during the applicable Plan Year. Pursuant to
section 2530.200b-2(c) of the Department of Labor
Regulations which are incorporated herein by this
reference, these hours shall be credited to the
Employee for the Plan Year in which the duties
were performed;
(2) Each hour for which an Employee is paid or
entitled to payment by an Affiliated Company 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; provided, however, that:
(A) no hours of service shall be credited for a
payment made or due under a plan maintained
solely for the purpose of complying with
applicable workers' compensation,
unemployment compensation or disability
insurance laws; and
(B) no hours of service shall be credited for a
payment which solely reimburses the Employee
(or former Employee) for medical or medically
related expenses; and
(C) no hours of service shall be credited for a
severance payment or for a lump sum payment
in lieu of vacation.
Hours under this paragraph shall be calculated and
credited pursuant to section 2530.200b-2(b) of the
Department of Labor regulations which are
incorporated herein by this reference; and
(3) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed
to by an Affiliated Company, as appropriate. The
same Hours of Service shall not be credited both
under paragraphs (1) or (2) above, as the case may
be, and under this paragraph (3). Pursuant to
section 2530.200b-2(c) of the Department of Labor
Regulations which are incorporated herein by this
reference, these hours shall be credited to the
Employee for the Plan Year or periods to which the
award or agreement pertains rather than the Plan
Year in which the award, agreement or payment is
made.
(b) Hours of Service for performance of duties will be
determined from the employment records of the
appropriate Affiliated Company or pursuant to any
alternative for nonhourly employees allowed by
applicable rules or regulations.
2.29 Inactive Participant
An "Inactive Participant" is a former Covered Employee in any
one of the following categories:
(a) a Retired Participant;
(b) a Disabled Individual;
(c) a Terminated Vested Participant; or
(d) a Participant whose employment has not yet terminated
because of Section 4.07(c) but who will be considered
a Retired Participant or a Terminated Vested
Participant when such employment terminates or, if
earlier, when such Participant reaches his Normal
Retirement Age.
2.30 Insurance Annual Salary Rate (IASR)
"Insurance Annual Salary Rate" is equal to
(a) the Active Participant's hourly rate, plus the average
shift allowance, plus an amount equal to the reduction
under a management performance incentive arrangement
(if any), multiplied by the commission calculating
factor for the appropriate commission plan used to
reduce the Active Participant's individual rate (if
any) in effect on the latest of
(1) the most recent January 1 or July 1,
(2) the date the Active Participant was reclassified
to or from one of the classes of employment
referred to in subsection (b), or
(3) the date the Active Participant last became a
Covered Employee.
(b) multiplied by
(1) 2,080, in the case of an Active Participant who
works a regular schedule of
(A) 40 or more hours per week (or shorter time
periods pursuant to local custom, where
required by law, by Employer needs, or by the
Employee's health); or
(B) Alternative work schedules such as
alternating 36 and 48 hour workweeks
comprised of 12-hour days.
(2) Moving average weekly hours in effect on that date
(or normal scheduled weekly hours up to 40 if the
Active Participant had not been employed for the
full year immediately preceding that date)
multiplied by 52, in the case of a nonexempt part-
time employee.
(3) Normal scheduled week hours in effect on that date
multiplied by 52, in the case of an exempt part-
time employee.
(4) Notwithstanding paragraphs (2), (3) or (4), 1,040
hours in the case of a Special Program Employee as
defined in Section 2.50(a) or in the case of any
Employee (other than a physician) whose moving
average weekly hours or normal scheduled hours is
less than 20.
(c) rounded to the nearest $100.
2.31 Investment Manager
"Investment Manager" is any person or corporation who
(a) is registered as an investment adviser under the
Investment Advisers Act of 1940;
(b) is a bank, as defined in that Act; or
(c) is an insurance company qualified to manage, acquire,
or dispose of plan assets under the laws of more than
one state;
and who acknowledges in writing that he is a fiduciary with
respect to the Plan.
2.32 KLife
"KLife" is the Kodak Life Insurance Plan.
2.33 Kodak Payroll Period
"Kodak Payroll Period" is a four-week period (or, in the case
of the 13th period in certain years, a five-week period) as
designated on the 13-period calendar which was used by Eastman
Kodak Company for payroll purposes before January 1, 1990, and
which Eastman Kodak Company continues to publish for the use of
this Plan in calculating PC and APC.
2.34 KRIPCO
"KRIPCO" is the Kodak Retirement Income Plan Committee, or any
successor thereto, appointed by the Board or the Benefit Plans
Committee in accordance with the Plan.
2.35 Leased Employee
"Leased Employee" is any individual who is not an Employee but
who provides services to an Affiliated Company pursuant to an
agreement between the Affiliated Company and any other person
and who qualifies as a "leased employee" under Code section
414(n), or would so qualify but for the requirement that the
individual perform substantially full-time work for a period of
at least one year.
2.36 Limited Service Employee
"Limited Service Employee" is a person who is hired by the
Employer for the specified purpose of meeting short-term needs
of 900 hours or less in any consecutive 12-month period and who
is designated as a Limited Service Employee when hired.
2.37 Mandatory Commencement Date
"Mandatory Commencement Date" is April 1 following the calendar
year in which a Participant attains age 70-1/2.
2.38 Normal Retirement Age
"Normal Retirement Age" is 65 (or, in the case of an Active
Participant employed as an aircraft pilot, 60 with respect to
benefits accrued through December 31, 1994, but not
thereafter).
2.39 Normal Retirement Benefit
"Normal Retirement Benefit" is the benefit computed under
Section 5.01.
2.40 Normal Retirement Date
An Active Participant's "Normal Retirement Date" is the first
day of the calendar month following the month in which the 65th
birthday occurs (or, in the case of an Active Participant
employed as an aircraft pilot, the first day of the calendar
month following the month in which the 60th birthday occurs
with respect to benefits accrued through December 31, 1994, but
not thereafter).
2.41 Optional Pre-retirement Survivor Income Benefit (OSIB)
"OSIB" is the death benefit payable to the Participant's
beneficiary as provided under Section 10.04.
2.42 Participant
"Participant" is any Covered Employee or former Covered
Employee who has not yet received a distribution of his entire
Accrued Benefit. This term does not include any individual who
is no longer an Employee and who does not have a right to a
vested Accrued Benefit under Article 4.
2.43 Participating Compensation (PC)
"Participating Compensation" is that portion of an Active
Participant's earnings which, as a component of the Plan
formula, is used to calculate the amount of the Participant's
Accrued Benefit and is subject to the following rules:
(a) Compensation Not On A Monthly Basis from an Employer.
PC is determined in each Kodak Payroll Period for any
Active Participant paid on other than a monthly basis.
(b) Monthly Compensation from an Employer. PC is
determined in each calendar month for any Active
Participant paid on a monthly basis.
(c) Calculating PC for an Active Participant.
(1) Amounts Included in PC. Each Active Participant's
PC for any Kodak Payroll Period or calendar month
is the sum of the following:
(A) Amounts received for the performance of
duties in the form of:
(i) wages and salaries (which, for an
expatriate receiving foreign pay, is
deemed to be the Active Participant's
base rate exclusive of any foreign
service allowances);
(ii) Management Annual Performance Plan
payments;
(iii) shift allowance;
(iv) overtime pay and premiums, incentive
premiums and other premiums for the
performance of duties;
(v) commissions (including "commission
offsets" paid during training, non-
recoverable draws for individuals
transitioning to leveraged rate
schedules, and "commission-like"
payments for non-sales people on
leveraged rate schedules, but not
commissions paid to Spin Physics
Employees);
(vi) Alaska living allowance; and
(vii) holiday allowances and premiums.
(B) Amounts received for periods during which no
duties were performed
(i) because of temporary military duty,
death in the family, jury duty, short-
term disability, vacation, holidays,
public office participation, volunteer
emergency organization participation, or
other authorized absences provided that
the amounts would otherwise be described
in subparagraph (A); or
(ii) in the form of
(x) short-term disability benefits
attributable to employer
contributions (including benefits
paid during employment pursuant
to state disability laws); or
(xx) Workers Compensation (except
award) and Workers Compensation
Supplements.
(C) Amounts not described in subparagraphs (A) or
(B) above only because they were contributed,
at the Participant's election, to a cash or
deferred arrangement described in Code
section 401(k) or to a cafeteria plan
described in Code section 125.
Only those amounts specifically described in
subparagraphs (A), (B), or (C) above shall be
included in Participating Compensation.
Notwithstanding any language to the contrary,
Participating Compensation shall not include: Wage
Dividend payments, transition pay (when rate is
being reduced), pay at termination of employment
in lieu of unused vacation, awards (i.e., cash,
merchandise, miscellaneous, or suggestion);
foreign exchange traders bonuses; 40-year
payments; fringe benefits (e.g., life insurance
premiums) except as provided in subparagraph (C)
above; payments related to educational expenses
(i.e., master's/doctoral payments or tuition aid
payments); certain allowances (i.e., meal, uniform
maintenance, walker's, N.Y.C., and vacation
travel); tax allowance adjustments of any kind
(e.g., those payable with respect to foreign tax
allowances and gross-ups attributable to foreign
service, merchandise awards or moving expenses);
payments related to relocation (i.e., moving
expenses, relocation allowances, special area
relocation allowances, temporary living
allowances, housing allowances, transfer
allowances, or gross-ups on such amounts); post-
separation sickness payments; short-term
disability benefits attributable to employee
contributions; special miscellaneous expenses;
termination/severance allowances; or workers'
compensation awards.
(2) Minimum PC. The amount determined under paragraph
(1) shall be deemed to be no less than 1/13 of the
RASR (less commissions included therein, if any)
in effect on the last day of such payroll period
or 1/12 of the RASR (less commissions included
therein, if any) in effect on the last day of such
calendar month, or in the absence of such RASR,
1/13 or 1/12, as appropriate, of the RASR last in
effect.
(3) Imputed PC. If no amount can be determined under
(1) or (2) because the Participant was not an
Active Participant for each of the applicable 39
Kodak Payroll Periods or 36 calendar months, as
appropriate, each additional PC required to
calculate an Active Participant's APC pursuant to
Section 2.07 shall be deemed to be 1/13 or 1/12,
as appropriate, of such Active Participant's
applicable RASR.
(d) Calculating PC for a Disabled Individual. For an
Employee who becomes a Disabled Individual and who
retires pursuant to Section 4.05, it will be assumed
that the PC for each Kodak Payroll Period or calendar
month, as appropriate, during the period of disability
is equal to:
(1) the greater of:
(A) the sum of the PC's for the calendar year
which has the greatest PC amount of any of
the three consecutive calendar years ending
on the last day of the calendar year
immediately prior to the calendar year
containing such date; or
(B) the RASR in effect immediately prior to such
date.
(2) multiplied by
(A) 1/13, in the case of a Disabled Individual
who was paid on other than a monthly basis
immediately prior to his effective date of
disability, or
(B) 1/12, in the case of a Disabled Individual
who was paid on a monthly basis immediately
prior to his effective date of disability.
(e) Statutory Limit on PC. The PC taken into account for
any twelve-month period shall not exceed $150,000 (as
adjusted each year under Code section 401(a)(17) to
the compensation limit effective January 1 of the Plan
Year in which the twelve-month period begins).
2.44 Plan
The "Plan" is the Kodak Retirement Income Plan, amended and
restated as of April 1, 1995, and as it may be subsequently
amended.
2.45 Plan Year
The "Plan Year" is a calendar year.
2.46 Pre-retirement Spouse Benefit (PRSB)
"PRSB" is the death benefit payable under Section 10.05 to the
surviving spouse of a Terminated Vested Participant who dies
before the Annuity Starting Date, and is intended to satisfy
the requirements of a qualified pre-retirement survivor annuity
under Code section 417(c).
2.47 Pre-retirement Survivor Income Benefit (Pre-retirement
SIB)
"Pre-retirement SIB" is the death benefit payable under Section
10.03 to the surviving spouse of an Active Participant, and is
intended to satisfy the requirements of a qualified pre-
retirement survivor annuity under Code section 417(c).
2.48 Prior Plan
The "Prior Plan" is the Kodak Retirement Income Plan, comprised
of various agreements, in effect prior to April 1, 1995.
2.49 Qualified Domestic Relations Order
"Qualified Domestic Relations Order" is a domestic relations
order as defined in Code section 414(p).
2.50 Qualified Pre-retirement Survivor Annuity (QPSA)
"QPSA" is the death benefit payable under Section 10.05 to the
surviving spouse of a Retired Participant who dies before the
Annuity Starting Date, and is intended to satisfy the
requirements of a qualified pre-retirement survivor annuity
under Code section 417(c).
2.51 Regular Full-Time Employee
A "Regular Full-Time Employee" is an Employee
(a) who works a regular schedule of
(1) 40 or more hours per week (or shorter time periods
pursuant to local custom, where required by law,
by Employer needs, or by the Employee's health);
or
(2) Alternative work schedules such as alternating 36
and 48 hour workweeks comprised of 12-hour days;
and
(b) who does not fall in any one or more of the following
categories:
(1) Supplementary Full-Time Employees;
(2) Conditional Full-Time Employees;
(3) Limited Service Employees; or
(4) Special Program Employees.
2.52 Retired Participant
A "Retired Participant" is a Participant whose employment has
terminated within the meaning of Section 4.07 and who is
eligible for benefits under Section 4.01, 4.02, 4.03 or 4.05.
2.53 Retirement Annual Salary Rate (RASR)
The "RASR" is determined as of January 1 and July 1 of each
year and is equal to the greater of the Active Participant's
hourly rate or average daytime earning rate plus the average
shift allowance in effect on that date, excluding any portion
of the applicable rate attributable to non-qualified deferred
compensation, multiplied by 2080 hours, and, for periods
through December 31, 1994, will include commissions received in
the previous year.
The RASR established each January 1 and July 1 remains in
effect until the earlier of the next January 1 or the next July
1, as the case may be, with two exceptions: an Employee's RASR
is reduced whenever such Employee's salary is reduced in
accordance with any performance incentive arrangement; and RASR
will not be redetermined after the Employee ceases to be an
Active Participant and the previously-established RASR will
continue to apply.
A new Covered Employee, or an Active Participant who is not
employed on January 1 or July 1 and is reinstated or reemployed
by the Employer after that date, or at any time by the UPT
Facilities Group of Eastman Kodak Company, by the Nano Systems
Division of Eastman Kodak Company, or by an Affiliated Company,
will have a RASR calculated based on his new rate. In the
event an Active Participant is reinstated or reemployed as
described above, the Active Participant's RASR from the date of
termination to the date of reinstatement or rehire shall be his
RASR as of the date of his termination.
2.54 Special Program Employee
A "Special Program Employee" is an Employee who falls in any
one or more of the following categories:
(a) college students pursuing studies of interest to the
Employer who generally work a full-time schedule on an
alternate work/school block basis ("college interns"
or "college cooperative students");
(b) high schools senior working normally 20 hours per week
(or more during vacation, school breaks, following
graduation, or where school conditions permit) for a
period of up to 9 months (or 12 months in special
situations)("high school co-ops");
(c) high school students working a full-time schedule
during summer vacation (including the summer
immediately following graduation) generally for a
period of up to 8 weeks ("high school interns");
(d) persons hired for the summer following the completion
of at least one year of college, but for no more than
two summers ("general summer employees");
(e) college students at a two-year or four-year college
employed during the summer or a school break whose
tuition, housing, and miscellaneous expenses may be
paid for by the Employer ("EK scholars");
(f) third- or fourth-year high school students majoring in
mathematics or science generally working a part-time
schedule generally for a period of up to 8 weeks
("PRIS2Ms");
(g) college students pursuing studies of interest to the
Employer who generally work during the summer ("summer
(college) interns");
(h) high school or college teachers who generally work a
minimum of 10 weeks but no more than the length of the
summer break ("teacher interns"); or
(i) disabled persons working full time in a 10-week
training program ("DP2 interns").
2.55 Supplementary Full-Time Employee
A "Supplementary Full-Time Employee" is an Employee whose
employment is expected to last no more than 2 years and who is
classified as a Supplementary Employee by an agreement and
(a) who works a regular schedule of
(1) 40 or more hours per week (or shorter time periods
pursuant to local custom, where required by law,
by Employer needs, or by the Employee's health);
or
(2) Alternative work schedules such as alternating 36
and 48 hour workweeks comprised of 12-hour days;
and
(b) who does not fall in any one or more of the following
categories:
(1) Regular Full-Time Employees;
(2) Conditional Full-Time Employees;
(3) Limited Service Employees; or
(4) Special Program Employees.
2.56 Terminated Vested Participant
"Terminated Vested Participant" is a Participant whose
employment has terminated within the meaning of Section 4.07
before becoming eligible for benefits under Section 4.01, 4.02,
4.03, or 4.05, but after becoming eligible for a Vested Benefit
under Section 4.04.
2.57 Total Service
(a) "Total Service" is the aggregate of all periods of
employment as an Active Participant, and all periods
of service as a Leased Employee. Furthermore, Total
Service of certain Employees will be adjusted as
indicated in Appendix D and in subsection (c) below.
(b) Except as indicated in subsection (a) above, Total
Service will not be credited for periods of employment
with any entity other than an Affiliated Company.
Total Service will be credited for periods of
employment with an entity that becomes an Affiliated
Company only from the date such entity becomes an
Affiliated Company. Furthermore, Total Service will
not be credited for any period of absence or for any
period of time after the Participant ceases to be an
Employee; provided, however, that in the case of a
person who has been granted a leave under the
Employer's Leave of Absence policy, Total Service will
be credited for the period of leave upon the
Participant's reemployment immediately upon expiration
of the leave prior to January 1, 1995; provided,
further, that after December 31, 1994, Total Service
will be credited for the period of leave up to, but
not to exceed, one year of Total Service.
(c) For periods of employment from January 1, 1985,
through December 31, 1988, Total Service will be the
greater of the amount determined under subsections (a)
and (b) above, or Vesting Service as defined under the
provisions of the Prior Plan in effect as of December
31, 1985.
(d) For each Participant who was not an Active Participant
as of April 19, 1990, Total Service accrued for the
purpose of determining the applicability of the early
retirement reduction factors in
accordance with Section 5.02(b)(2) will include only
periods of service after April 19, 1990, until Total
Service after August 31, 1990 equals at least two
years.
2.58 Trust
"Trust" means the arrangement or arrangements established by
each Trust Agreement between the Employer and a Trustee.
2.59 Trust Agreement
"Trust Agreement" means the agreement or agreements entered
into by and between the Employer and each Trustee or successor
Trustee designated therein, establishing the Trust and
specifying the duties of the Trustee.
2.60 Trustee
"Trustee" means the trustee or trustees, whether corporate or
individual, at any time appointed and acting hereunder with
respect to the assets held by such trustee.
2.61 Trust Fund
"Trust Fund" means the cash, securities, or other property held
in accordance with the terms of the Trust Agreement.
2.62 Vested Benefit
"Vested Benefit" is the benefit computed under Section 5.04.
2.63 Vesting Service
(a) "Vesting Service" is the aggregate of all periods of
employment as an Employee (including employment as a
Limited Service Employee), and all periods of service
as a Leased Employee, subject to the rules set forth
below in paragraphs (1) and (2), and in subsection
(b). Furthermore, Vesting Service of certain
Employees will be adjusted as indicated in Appendix D.
(1) For periods of service prior to January 1, 1986 -
(A) 190 Hours of Vesting Service will be credited
for any calendar month in which an Employee
completes at least one Hour of Service.
(B) One year of Vesting Service will be credited
if an Employee is credited, pursuant to this
Section, with 1000 or more Hours of Service
during any Plan Year.
(C) If an Employee is credited with less than
1000 Hours of Service, pursuant to this
Section, during any Plan Year, Vesting
Service credit will be given based on the
ratio that his Hours of Service bear to 2280.
(2) For periods of service after December 31, 1985 -
(A) One year of Vesting Service will be credited
if an Employee is credited, pursuant to this
Section, with 365 days of service (366 days
when such period of service includes a leap
year).
(B) One day of Vesting Service will be credited
for any day in which an Employee is credited,
pursuant to this Section, with an Hour of
Service.
(C) Service shall be credited for periods through
but not beyond the earlier of
(i) the date the Employee quits, is
involuntarily terminated, retires or
dies, or
(ii) the first anniversary of the date the
Employee is absent from service for any
other reason.
(D) An Employee who terminates employment and who
is reemployed within 12 months will be
credited with Vesting Service for the
intervening period of time.
(E) Notwithstanding the rules set forth in
subparagraphs (A) through (D) above, in the
case of an Employee who had completed at
least five but less than ten years of Vesting
Service as of January 1, 1986, Vesting
Service will be calculated using both the
method described in subsection (a)(1) and the
method described in subparagraphs (A) through
(D) above, and the Employee will then be
credited with Vesting Service in accordance
with the method of calculation which produces
the larger amount of Vesting Service.
(b) Except as indicated in subsection (a) above, Vesting
Service is credited only for periods of employment
with an Affiliated Company, and not for periods of
employment with any entity prior to the date such
entity becomes an Affiliated Company. Furthermore,
Vesting Service will be credited for any period of
absence or for any period of time after the Employee
ceases to be an Employee only in accordance with
subsection (a)(2)(C) and (D). For periods prior to
January 1, 1995, in the case of a person who has been
granted a
leave under the Employer's Leave of Absence policy,
Vesting Service will be credited for the period of
leave upon the person's reemployment immediately upon
expiration of the leave prior to January 1, 1995.
ARTICLE 3. ELIGIBILITY FOR PARTICIPATION
3.01 Employees Covered
An Employee becomes a Participant under the Plan on the date on
which he first becomes a Covered Employee.
3.02 Special Rules for Employment with Entities other than the
Employer
If a Participant ceases to be a Covered Employee but his
employment continues under any of the following circumstances,
his employment will not considered to have terminated and the
following special rules will apply:
(a) Transfers to or Reemployment by an Affiliated Company.
If the former Covered Employee is an Active
Participant:
(1) Service with an Affiliated Company will be deemed
to be both Total and Vesting Service up to the
date he ceases to be an Active Participant.
(2) The Participant's APC will include compensation
from the Affiliated Company up to the date he
ceases to be an Active Participant.
(3) The Participant's Accrued Service will include
only Accrued Service up to the date he ceased to
be a Covered Employee.
(b) Transfer from an Employer to a Successor Employer. If
a Participant ceases to be an Active Participant but
his employment is transferred from an Affiliated
Company to a subsequent employer other than as
described in subsection (a):
(1) The Participant's Total Service and Vesting
Service will include only Total Service and
Vesting Service up to the date he ceased to be an
Active Participant.
(2) The Participant's APC will include only
compensation up to the date he ceased to be an
Active Participant.
(3) The Participant's Accrued Service will include
only Accrued Service up to the date he ceased to
be a Covered Employee.
ARTICLE 4. ELIGIBILITY FOR BENEFITS
4.01 Normal Retirement
An Active Participant who reaches Normal Retirement Age is
entitled to a Normal Retirement Benefit. No minimum service is
required for a Normal Retirement Benefit.
A Participant who works past age 65 for an Affiliated Company
other than as a Limited Service Employee will be notified by
personal delivery or first class mail that KRIPCO intends to
delay commencement of benefit payments and the rules governing
suspensions.
4.02 Early Retirement
An Active Participant who:
(a) has both reached age 55 and completed at least 10
years of Total Service; or
(b) has attained a combined age and Total Service of at
least 75, and whose employment has terminated within
the meaning of Section 4.07 before Normal Retirement
Age is entitled to elect an Early Retirement Benefit.
4.03 Deferred Retirement
An Active Participant employed by an Affiliated Company beyond
his Normal Retirement Date will be entitled to a Deferred
Retirement Benefit upon termination of employment with the
Affiliated Companies or, if earlier, upon reaching his
Mandatory Commencement Date.
An Active Participant who has reached his Mandatory
Commencement Date will be considered an Active Participant
until his employment has terminated within the meaning of
Section 4.07.
Employment beyond the Normal Retirement Date requires the
approval of the Board for an Employee who, for the two-year
period immediately prior to such date, is employed in a bona
fide executive or high policymaking position, and whose annual
retirement benefit, consisting of the benefit payable under
this Plan pursuant to Section 5.01 and the benefit payable
under the Kodak Excess Retirement Income Plan and the Kodak
Unfunded Retirement Income Plan, is at least $44,000. In these
cases, if an Employee is working in a location where state law
provides for employment continuation, such continuation will be
permitted in accordance with the terms of such law.
4.04 Vested Benefit
An Active Participant whose employment has terminated within
the meaning of Section 4.07 prior to satisfying the eligibility
requirement for an Early Retirement Benefit or a Normal
Retirement Benefit and after completing 5 or more years of
Vesting Service is entitled to a Vested Benefit.
4.05 Disability Retirement
A Disabled Individual who reaches Normal Retirement Age is
entitled to a Normal Retirement Benefit. No minimum service is
required for a Normal Retirement Benefit.
A Disabled Individual who:
(a) has both reached age 55 and completed at least 10
years of Total Service; or
(b) has attained a combined age and Total Service of at
least 75,
and who has not yet reached Normal Retirement Age is entitled
to elect an Early Retirement Benefit based on his Total Service
credited to the Disabled Individual as of the date he ceased to
be an Active Participant.
4.06 Amount, Form and Timing of Benefits
The amount, form and timing of benefits payable will be
determined in accordance with Articles 5, 6, and 7.
4.07 Termination of Employment
A Participant is not eligible to receive benefits under the
Plan until his employment terminates. Generally, a Participant
is considered to have terminated his employment only when he
has voluntarily or involuntarily severed his service as an
Employee with any Affiliated Company. A Participant who is no
longer an Employee will not be considered to have terminated
his employment for the purpose of entitlement to benefit
commencement in the following situations:
(a) Status as a Disabled Individual. Ceasing to be an
Employee because of disability shall constitute a
termination of a Participant's service for the purpose
of entitlement to the commencement of benefits under
Articles 4, 5, 6 or 7 only upon the earliest of the
following events:
(1) the Participant withdraws any application for
long-term disability benefits and irrevocably
waives any rights he may have under any broad-
based long-term disability plan maintained by the
Employer;
(2) a final determination is made that the individual
is not entitled to receive benefits under a broad-
based long-term disability plan maintained by the
Employer;
(3) benefits under a broad-based long-term disability
plan maintained by the Employer cease under the
terms of such plan;
(4) the Disabled Individual elects an Early Retirement
Benefit after satisfying the requirements of
Section 4.05; or
(5) the Disabled Individual reaches his Normal
Retirement Date.
(b) Transfer to Related Company. The transfer of a
Covered Employee from the employ of an Affiliated
Company to any employer as defined in Section
9.01(a)(2) shall not constitute a termination of the
employee's service for the purpose of entitlement to
the commencement of benefits under Articles 4, 5, 6 or
7.
(c) Transfer to a Subsequent Employer. The transfer of a
Covered Employee from the employ of the Employer to a
subsequent employer as a result of, or in connection
with, a "business disposition" (as defined in (1)
below), shall not be considered to constitute a
termination of the employee's service for the purpose
of determining entitlement to the commencement of
benefits under Articles 4, 5, 6 or 7. An Employee who
ceases to be an Employee of the Employer as a result
of, or in connection with, a business disposition,
shall be considered to have terminated employment for
the purpose of determining entitlement to the
commencement of benefits under Articles 4, 5, 6 or 7
only when he terminates service with such subsequent
employer.
(1) For purposes of this Section, "business
disposition" means any of the following
transactions:
(A) the sale or other transfer to a "subsequent
employer" (as defined in (2) below) of all or
substantially all of the assets used by the
Employee's Employer in a trade or business
conducted by the Employer;
(B) if the Employee was employed by a subsidiary
corporation (within the meaning of Code
section 424(f)) of Eastman Kodak Company, or
by a corporation that is a member of a
controlled group of corporations (within the
meaning of Code section 414(b) as modified by
Code section 415(h)) that includes Eastman
Kodak Company, the liquidation, sale, or
other means of terminating the parent-
subsidiary or controlled group relationship
of the employer with Eastman Kodak Company;
(C) if the Employee was employed by an entity
other than a corporation that, together with
Eastman Kodak Company, is treated as a single
employer (within the meaning of Code section
414(c) as modified by Code section 415(h)),
the liquidation, sale, or other means of
terminating the treatment of the employer and
Eastman Kodak Company as a single employer;
(D) the loss or expiration of a contract with a
government agency and the entry into a
successor contract by a "subsequent employer"
and such government agency;
(E) the sale or other transfer to a "subsequent
employer" of all or substantially all of the
assets used by the Employee's Employer at a
plant, facility, or other business location
of the Employer;
(F) any other sale, transfer, or disposition of
assets of the Employee's Employer to a
"subsequent employer;" or
(G) any change in the contractual arrangements
governing the performance of the Employee's
services where, immediately following the
change in the contractual arrangements, the
former Employee continues to perform
primarily the same services in the same
location for the same recipient.
(2) For purposes of this Section "subsequent employer"
means
(A) any entity that, in connection with the
business disposition, becomes the sponsor of
the Plan or that sponsors a qualified plan to
which assets and liabilities attributable to
the employee's benefits under the Plan are
transferred in connection with the business
disposition;
(B) any entity that, together with an entity
described in subparagraph (A), is treated as
part of a controlled group of corporations or
as a single employer pursuant to Code section
414(b), (c), (m) or (o);
(C) any entity that has maintained, or begins to
maintain a contractual relationship with an
Employer governing the performance of
services either by Employees of such entity
for such Employer or by Employees of such
Employer for such entity; or
(D) any other entity that engages in a business
disposition with Eastman Kodak Company or any
Affiliated Company.
ARTICLE 5. AMOUNT OF BENEFITS5
5.01 Normal Retirement Benefit
The annual benefit payable as a Normal Retirement Benefit is,
subject to any applicable adjustments in Section 5.06, equal
to:
(a) The sum of:
(1) 1.3 percent of that portion of the Participant's
APC not in excess of his ASSB, plus
(2) 1.6 percent of any portion of the Participant's
APC in excess of his ASSB
multiplied by
(b) The Participant's Accrued Service, excluding any
portion of such Accrued Service in excess of 35 years;
plus
(c) The product of subsections (a) and (b) above
multiplied by one-twelfth of 1 percent for each
completed month of Accrued Service in excess of 35
years that the Participant has accrued.
5.02 Early Retirement Benefit
The annual benefit payable as an Early Retirement Benefit is
equal to:
(a) the Normal Retirement Benefit determined according to
the formula in Section 5.01
multiplied by
(b) the applicable factor from either (1) or (2) below
which produces the greater benefit:
(1) 60-30 Factors:
Factor* Factor*
Attained Age in the if Participant has if Participant has
Month Prior to the Fewer than 30 Years 30 Years or More
Annuity Starting Date of Total Service of Total Service
65 1.00 1.00
64 .95 1.00
63 .90 1.00
Factor* Factor*
Attained Age in the if Participant has if Participant has
Month Prior to the Fewer than 30 Years 30 Years or More
Annuity Starting Date of Total Service of Total Service
62 .85 1.00
61 .80 1.00
60 .75 1.00
59 .70 .95
58 .65 .90
57 .60 .85
56 .55 .80
55 .50 .75
(2) 75-85 Factors:
Combined Attained Age
and Total Service in the
Month Prior to the Annuity
Starting Date Factor*
85 or more 1.00
84 .95
83 .90
82 .85
81 .80
80 .75
79 .70
78 .65
77 .60
76 .55
75 .50
*NOTES (Applicable to (1) and (2) above):
A. Factors for periods that are not integral years are
determined by straight-line interpolation between the
factors for the nearest integral years.
B. In certain circumstances and only for periods of service
through December 31, 1994, those of the above factors
which are less than 1.00, will be increased by .05 for
each 2.5 years of Total Service outside of the United
States and Canada, but in no event will the increase yield
a factor greater than 1.00. To qualify for this
acceleration of factors, an Active Participant must have
been located in a country outside of the United States and
Canada, prior to January 1, 1974, as a result of an
assignment from the United States. Furthermore, such a
Participant must have completed five or more years of such
overseas Total Service prior to January 1, 1974, if not
located overseas on December 31, 1973.
C. With respect to benefits accrued through December 31,
1994, but not thereafter, the Early Retirement Benefit for
an Active Participant who is employed by an Affiliated
Company as an aircraft pilot is determined by using the
factors in paragraph (1) for persons with 30 or more years
of Total Service, regardless of the Active Participant's
actual number of years of Total Service.
5.03 Deferred Retirement Benefit
The annual benefit payable as a Deferred Retirement Benefit is
determined in the same manner as the Normal Retirement Benefit
under Section 5.01; provided, however, that the annual Deferred
Retirement Benefit will be no less than the amount which would
have been payable as a Normal Retirement Benefit if the
Participant had terminated employment at his Normal Retirement
Age.
5.04 Vested Benefit
(a) Vested Benefit At Normal Retirement Age. The annual
benefit payable as a Vested Benefit to a Terminated
Vested Participant who has reached Normal Retirement
Age is determined in the same manner as the Normal
Retirement Benefit under Section 5.01, using the APC,
ASSB and Accrued Service in effect on the date
immediately preceding the date on which the Active
Participant became a Terminated Vested Participant.
(b) Vested Benefit Before Normal Retirement Age - Before
Reaching Age 55 or Before Completing 10 Years of Total
Service. The annual benefit payable as a Vested
Benefit to a Terminated Vested Participant who has not
yet reached Normal Retirement Age and who has either
not yet reached age 55 or not been credited with at
least ten years of Total Service is the Actuarial
Equivalent of the Normal Retirement Benefit determined
under Section 5.01, using APC, ASSB and Accrued
Service in effect on the date immediately preceding
the date on which the Active Participant became a
Terminated Vested Participant.
(c) Vested Benefit Before Normal Retirement Age - After
Reaching Age 55 and Completing 10 Years of Total
Service. The annual benefit payable as a Vested
Benefit to a Terminated Vested Participant who has not
yet reached Normal Retirement Age but who has reached
age 55 and has been credited with at least ten years
of Total Service is the greater of (1) or (2) below:
(1) Using APC, ASSB and Accrued Service in effect as
of August 31, 1990,
(A) the Accrued Benefit determined according to
the formula in Section 5.01
multiplied by
(B) the appropriate factor from the following
table:
Attained Age in the Month
Prior to the Annuity
Starting Date Factor*
65 1.00
64 .95
63 .90
62 .85
61 .80
60 .75
59 .70
58 .65
57 .60
56 .55
55 .50
(2) Using APC, ASSB and Accrued Service in effect on
the date immediately preceding the date on which
the Active Participant became a Terminated Vested
Participant,
(A) the Accrued Benefit determined according to
the formula in Section 5.01
multiplied by
(B) the appropriate factor from the following
table:
Attained Age in the Month
Prior to the Annuity
Starting Date Factor*
65 1.000
64 .933
63 .867
62 .800
61 .733
60 .667
59 .633
58 .600
57 .567
56 .533
55 .500
*NOTES (Applicable to (1)(B) and (2)(B) above):
A. Factors for periods that are not integral years are
determined by straight-line interpolation between the
factors for the nearest integral years.
B. In certain circumstances and only for periods of service
through
December 31, 1994, those of the above factors which are
less than 1.00, will be increased by .05 for each 2.5
years of Total Service outside of the United States and
Canada, but in no event will the increase yield a factor
greater than 1.00. To qualify for this acceleration of
factors, an Active Participant must have been located in a
country outside of the United States and Canada, prior to
January 1, 1974, as a result of an assignment from the
United States. Furthermore, such a Participant must have
completed five or more years of such overseas Total
Service prior to January 1, 1974, if not located overseas
on December 31, 1973.
5.05 Disability Retirement Benefit
The annual benefit payable as a Disability Retirement Benefit
is equal to the Normal Retirement Benefit determined under
Section 5.01 or, if the Disabled Individual is eligible for and
has elected an Early Retirement Benefit, the Early Retirement
Benefit determined under Section 5.02 calculated on the basis
of APC, ASSB and Accrued Service credited to the Disabled
Individual immediately prior to his Annuity Starting Date.
5.06 Adjustment to Amount of Benefits
(a) Benefit Option Adjustments. The Normal Retirement
Benefit, Early Retirement Benefit, Deferred Retirement
Benefit, Vested Benefit or Disability Retirement Benefit
will be payable monthly on the first day of each month
commencing as of the Annuity Starting Date continuing for
the life of the Participant and shall cease upon his death
unless an alternative payment method applies under Article
7. If the benefit is paid in accordance with any other
payment method, the benefit payable shall be the Actuarial
Equivalent of the present value of the benefit which would
otherwise be payable to the Participant. For a
Participant who has not reached Normal Retirement Age and
who is entitled to an Early Retirement Benefit, the
present value will be the Actuarial Equivalent of the
Early Retirement Benefit. In all other cases, the present
value will be the Actuarial Equivalent of the Normal
Retirement Benefit or, for those who have passed Normal
Retirement Date, the Actuarial Equivalent of the Deferred
Retirement Benefit. If the payment method changes after
the Annuity Starting Date, Actuarial Equivalence will be
determined as of the effective date of the payment method
change.
(b) Death Benefit Charges for Coverage Before Annuity
Starting Date. For any period that OSIB, PRSB or QPSA
coverage was in effect for a Participant, the
Participant's Accrued Benefit will be reduced as
follows:
(1) By 1/48 of 1 percent of the Accrued Benefit for
each full or partial month of OSIB coverage,
beginning with the first day of the second month
for which the coverage is initially effective;
(2) By 1/24 of 1 percent of the Accrued Benefit for
each full or partial month of PRSB coverage for a
Terminated Vested Participant, beginning with the
first day of the fourth month for which the
coverage is initially effective; and
(3) By 1/24 of 1 percent of the Accrued Benefit for
each full or partial month of QPSA coverage
beginning with the first day of the fourth month
for which the coverage is initially effective.
If a Participant revokes his earlier election of OSIB
coverage or elects to discontinue PRSB or QPSA
coverage and subsequently elects to resume such
coverage, the appropriate charge described above will
be made for each full or partial month of coverage
beginning with the first day of the month in which the
resumed coverage is effective.
(c) Limitations under Code section 415. The amount of the
Normal Retirement Benefit, Early Retirement Benefit,
Deferred Retirement Benefit, Vested Benefit or
Disability Retirement Benefit is subject to the limits
of Code section 415 as set forth in Section 9.01.
Except as provided in the next sentence, the amount of
the Normal Retirement Benefit, Early Retirement
Benefit, Deferred Retirement Benefit, Vested Benefit
or Disability Retirement Benefit shall be increased
after the Annuity Starting Date to reflect post-
retirement cost-of-living increases made in accordance
with Code section 415(d) and section 1.415-
3(c)(2)(iii) of the Income Tax Regulations. To the
extent any part of a Participant's Accrued Benefit
under the Plan has been distributed in a lump sum, no
part of such distributed Accrued Benefit shall be
increased to reflect post-retirement cost-of-living
increases made in accordance with Code section 415(d)
and section 1.415-3(c)(2)(iii) of the Income Tax
Regulations.
(d) Adjusted Benefits for Participants Subject to the
Limitation of Code section 401(a)(17).
(1) If a Participant's PC for any twelve-month period
beginning before January 1, 1994, is reduced by
Section 2.39(e), the Participant's benefit will
equal the greater of the following benefits:
(A) The sum of the amounts determined in Step 2
and Step 3 of paragraph (2) below; or
(B) The amount determined in Step 4 of paragraph
(2) below.
(2) For each affected Participant, the following
amounts shall be determined:
Step 1: The Participant's December 31, 1993
Accrued Benefit. The Participant's
December 31, 1993 Accrued Benefit is the
greater of the following amounts:
(A) The Participant's Accrued Benefit as of
December 31, 1988, calculated as if he had
terminated employment as of that date
determined without regard to the limitations
of Code section 401(a)(17).
(B) The Participant's Accrued Benefit as of
December 31, 1993, calculated as if he had
terminated employment as of that date by
taking into account all Accrued Service
credited as of December 31, 1993 and limiting
PC for all twelve-month periods to $235,840.
Step 2: The Participant's December 31, 1993
Accrued Benefit Adjusted for
Increases in the limitation under
Code section 401(a)(17). Multiply the
amount determined in Step 1 by the
following ratio: the Participant's
current APC (limiting PC for any
twelve-month period to the Code
section 401(a)(17) limit in effect on
the first day of the Plan Year in
which the twelve-month period begins)
divided by the Participant's APC as
of December 31, 1993 (limiting PC for
any twelve-month period beginning
after December 31, 1988, and before
January 1, 1994, to $235,840).
Step 3: The Participant's post-1993 Accruals.
Calculate the Participant's Accrued
Benefit for periods after 1993 by
taking into account Accrued Service
credited for periods after 1993 and
limiting PC for any twelve-month
period beginning after December 31,
1993, to the Code section 401(a)(17)
limit in effect on the first day of
the Plan Year in which the twelve-
month period begins.
Step 4: The Participant's Accrued Benefit in
Accordance with Section 5.01.
Calculate the Participant's Accrued
Benefit by taking into account all
credited Accrued Service and limiting
PC for all twelve-month periods to
the Code section 401(a)(17) limit in
effect on the first day of the Plan
Year in which the twelve-month period
begins.
(e) Minimum Benefits for Rehired Participants. The
benefit of a Participant who has been rehired by an
Affiliated Company after terminating employment with
the Affiliated Companies and before receiving a lump
sum payment in full satisfaction of his Accrued
Benefit as of his most recent termination of
employment shall be subject to the following minimum
benefit rules:
(1) If the Participant was eligible for a Vested
Benefit at his earlier termination of employment,
the Participant's Accrued Benefit will not be less
than the Accrued Benefit to which the Participant
would have been entitled had he not been rehired.
(2) If the Participant was eligible for an Early
Retirement Benefit at his earlier termination of
employment, the Participant's Accrued Benefit will
not be less than the Accrued Benefit to which the
Participant would have been entitled had he not
been rehired, and the Participant's Early
Retirement Benefit will not be less than the Early
Retirement Benefit which the Participant would
have received had he remained retired.
(f) Domestic Relations Order Adjustments. If a Qualified
Domestic Relations Order requires the Plan to make
payments to an alternate payee while the Participant
is still an Active Participant, the Participant's
Accrued Benefit will be reduced by the portion of his
Accrued Benefit awarded to the alternate payee.
(g) Cost of Living Adjustments. The Normal Retirement
Benefit, Early Retirement Benefit, Deferred Retirement
Benefit, or Disability Retirement Benefit is adjusted
in certain cases effective February 1, 1985, and in
certain cases, effective January 1, 1991, under
Appendix C.
(h) Change in Control Adjustments. In the case of a
Participant who terminates employment within five
years following a "Change In Control" (as defined in
Appendix B), the Participant's Accrued Benefit will be
subject to a Change In Control Benefit Adjustment in
accordance with Appendix B.
(i) Nonduplication of Benefits. Benefits otherwise
payable under this Plan will be reduced to the extent
of benefits provided under another qualified
nongovernmental defined benefit pension plan and
actually payable based on service for the same periods
of employment as are payable under this Plan.
ARTICLE 6. TIMING OF BENEFITS
6.01 Normal Retirement Benefit
The Normal Retirement Benefit is payable as of the
Participant's Normal Retirement Date.
(a) Suspension of Benefits. Payment of benefits to a
Participant who continues employment with an
Affiliated Company beyond his Normal Retirement Date
will be suspended for any month in which the
Participant is credited with at least 40 Hours of
Service during the month.
(1) This suspension does not apply if the Participant
is employed as a Limited Service Employee.
(2) This suspension does not apply if the Participant
has reached his Mandatory Commencement Date.
(b) Recovery of Overpayments. If the Plan makes a payment
to an Active Participant for a month during which
benefits should have been suspended under subsection
(a), the Plan will recover the overpayment by
deducting it from future benefit payments with respect
to the Participant. The deduction will be taken, if
possible, entirely from the first payment due after
the suspension period. If the entire deduction cannot
be made from the first payment, no later payment may
be reduced by the deduction by more than 25%.
(c) Notice Requirements and Claims Procedures. Payments
will be suspended under this Section only upon notice
to the Participant by personal delivery or first class
mail of the rules governing suspensions and that
KRIPCO intends to suspend benefit payments. A
Participant may appeal a suspension of benefits in the
same manner as a denial of benefits.
(d) Commencement of Payments. Normal Retirement Benefits
which have been suspended under this Section will
commence on or before the later of:
(1) the first day of the third calendar month
following the calendar month in which the
Participant fails to complete at least 40 Hours of
Service; or
(2) the first day of the calendar month following the
month in which the Participant notifies KRIPCO
that he has failed to complete at least 40 Hours
of Service in a calendar month; and
the first payment will include the payment scheduled
to occur on the date payments commence and any amounts
withheld during the period between the end of the
month in which the Participant fails to complete at
least 40 Hours of Service and the resumption of
payments.
6.02 Early Retirement Benefit
The Early Retirement Benefit is payable, at the Participant's
election in accordance with Section 7.03, as of the first day
of the month following the month of the Participant's last
termination of employment within the meaning of Section 4.07,
or the Disabled Individual's satisfaction of the requirements
of Section 4.05, or as of the first day of any month thereafter
before the Participant's Normal Retirement Date.
6.03 Deferred Retirement Benefit
The Deferred Retirement Benefit is payable as of the first day
of the month following the month in which the Participant
terminates employment within the meaning of Section 4.07 or, if
earlier, the Participant's Mandatory Commencement Date.
6.04 Vested Benefit
The Vested Benefit is payable as of the earliest of the
following dates:
(a) the first day of the month following the month in
which the Terminated Vested Participant reaches his
Normal Retirement Age; or
(b) if the Terminated Vested Participant elects in
accordance with Section 7.03, and so elects before the
first day of the fourth month following the month in
which his termination of employment is processed, the
first day of the month following the month in which
such election is made; or
(c) if the Terminated Vested Participant has completed 10
years of Total Service and elects in accordance with
Section 7.03, the first day of the month following the
month in which the Terminated Vested Participant
reaches age 55 or as of the first day of any month
thereafter up to and including the first day of the
month following the month in which the Terminated
Vested Participant reaches his Normal Retirement Age.
6.05 Disability Retirement Benefit
The Disability Retirement Benefit is payable as of the first
day of the month following the month in which the Disabled
Individual reaches his Normal Retirement Age or, if the
Disabled Individual has satisfied the requirements of Section
4.05(a) or (b), the Early Retirement Benefit is payable as of
the first day of any month following the month in which the
Disabled Individual's election is made in accordance with
Section 7.03 to receive an Early Retirement Benefit up to and
including the first day of the month in which the Disabled
Individual reaches his Normal Retirement Age.
ARTICLE 7. FORM OF BENEFITS
7.01 Payment of Small Benefits
(a) Lump Sum Payment. If the single-sum Actuarial
Equivalent of the benefit payable to any Participant
as of the first day of the month following the month
in which his employment terminates within the meaning
of Section 4.07 is $3,5000 or less, then that amount
will be distributed to the Participant as soon as
practicable in a single lump sum and the payment will
fully discharge all Plan liabilities with respect to
such benefit; provided, however that no such single-
sum payment shall be made as of any date after the
Annuity Starting Date.
(b) Deemed Lump Sum Payment. Any Participant who has
terminated employment but who is not an Inactive
Participant will be deemed to receive a cashout of his
vested Accrued Benefit with a value of zero.
7.02 Normal Form of Payment
The benefits of a Participant entitled to receive a pension
under Article 4 which has a single-sum Actuarial Equivalent
value of more than $3,500 shall be payable in the normal form
described in this Section unless the Participant elects, at the
time and in the manner prescribed by KRIPCO, to convert such
pension into an alternative payment method which is the
Actuarial Equivalent of the benefit described in Articles 4 and
5.
(a) Unmarried Participant. The benefit of a Participant
who does not have a spouse as of his Annuity Starting
Date will be paid in a straight life annuity as
described in Section 7.04(a).
(b) Married Participant. The benefit of a Participant who
has a spouse as of his Annuity Starting Date will be
paid in a qualified 50% joint and survivor annuity as
described in Section 7.04(b).
7.03 Elections of Forms of Payment
A Participant whose benefit is otherwise payable in the normal
form described in Section 7.02, may elect in writing to KRIPCO
to receive his benefit in one of the forms set forth in Section
7.04 (subject to any limitations described with respect to a
particular option).
(a) Notice of Election Options. KRIPCO will notify each
Participant of his right to elect not to take the
normal form of benefit at least 30 days and no more
than 90 days before the Participant's Annuity Starting
Date. Such notification will be in writing and will
contain a written explanation of the terms and
conditions of the alternative forms of payment
described in Section 7.04, and a statement of the
rights of the Participant and his spouse, if any,
under this Article.
(b) Election Forms. KRIPCO will provide to each
Participant whose benefits have not yet commenced, an
election form as well as a written explanation of the
terms, conditions, and effects of such an election.
(c) Election Period.
(1) General Rule. The period during which a
Participant has the right to elect not to take the
normal form of benefit will begin no earlier than
90 days before the Annuity Starting Date and,
subject to paragraph (5) below, will end on the
Annuity Starting Date.
(2) Delay of Annuity Starting Date. If the notice
described in subsection (a) is not provided to the
Participant within the specified time, and the
Participant has not yet reached his Normal
Retirement Date, the Annuity Starting Date will be
postponed, subject to paragraphs (3), (4) and (5)
below, to include at least 30 calendar days and no
more than 90 calendar days following the date on
which such information is given to the
Participant. In the event that the Participant
notifies the Employer less than 30 days before the
date which would otherwise have been the Annuity
Starting Date of his intent to retire before his
Normal Retirement Date, the Annuity Starting Date
will be postponed, subject to paragraphs (3), (4)
and (5) below, to include at least 30 calendar
days following the date notice is provided. No
form of benefit will be payable until the
Participant's decision is received by KRIPCO.
(3) No Delay of Annuity Starting Date after Normal
Retirement Date. If the notice described in
subsection (a) is not provided to the Participant
within the specified time, and the Participant has
reached his Normal Retirement Date, the Annuity
Starting Date will be his Normal Retirement Date
or, if later, the first of the month following the
month in which the Participant terminates
employment, and the benefit will be paid, subject
to paragraph (5) below, in the normal form
described in Section 7.02. In the event that the
Participant notifies the Employer less than 30
days before the date which would otherwise have
been the Annuity Starting Date of his intent to
retire on or after his Normal Retirement Date the
benefit will be paid, subject to paragraph (5)
below, in the normal form described in Section
7.02.
(4) Time Limit for Election by Terminated Vested
Participant under Section 6.04(b) of Lump Sum
Payment or Immediate Commencement of Benefits.
The Annuity Starting Date of benefits paid
immediately under Section 6.04(b) shall,
notwithstanding the above provisions, be no later
than the first day of the fourth month following
the month in which the Terminated Vested
Participant's termination of employment is
processed. Accordingly, benefits are payable
under Section 6.04(b) only if:
(A) the Terminated Vested Participant makes an
election within the election period specified
under Section 6.04(b); and
(B) the notice requirements of subsection (a) are
satisfied.
The Terminated Vested Participant's election under
Section 6.04(b) will be ineffective if it is not
made within the time required for his Annuity
Starting Date to occur within the 90-day period
following his receipt of the last notice and
explanation described in subsection (a).
Accordingly, in order for the Terminated Vested
Participant to have the full election period
described under Section 6.04(b), he must request
and obtain an additional notice and explanation in
advance of the first day of the fourth month
following the processing of his termination of
employment. If the Terminated Vested
Participant's election under Section 6.04(b) is
not effective, the Terminated Vested Participant's
benefit will be paid at the time determined under
Section 6.04(a) or, if applicable, Section
6.04(c), and in any form provided under Article 7
including the lump sum payment described in
Section 7.04(e).
(5) Exception to 30-Day Rule. If a Participant, after
having received the written explanation described
in subsection (a) above, affirmatively elects any
form of payment permitted under
the Plan and his spouse, if any, consents to that
form of payment (if necessary), the Participant's
Annuity Starting Date may be less than 30 days
after such written explanation was given to him,
provided that the following requirements are met:
(A) KRIPCO provides information to the
Participant clearly indicating that the
Participant has a right to at least 30 days
to consider whether to receive his benefit in
any of the forms permitted under the Plan;
(B) The Participant shall be entitled to revoke
an affirmative election of a form of payment
until the Annuity Starting Date, or, if
later, at any time prior to the expiration of
the 7-day period that begins the day after
the explanation of the qualified joint and
survivor annuity is given to the Participant;
(C) The Annuity Starting Date must be after the
date that the explanation of the qualified
joint and survivor annuity is given to the
Participant, although the Annuity Starting
Date may be before the date that any
affirmative election of a form of payment is
made by the Participant and before the date
the payment may commence under the provisions
of this paragraph (5);
(D) Payment in accordance with the Participant's
affirmative election shall commence on the
Participant's Annuity Starting Date, or, if
later, as soon as practicable after such date
but no earlier than the day after the
expiration of the 7-day period that begins
the day after the explanation of the
qualified joint and survivor annuity is given
to the Participant; and
(E) To be effective, any election or revocation
of an election during the 7-day election
period shall be delivered to KRIPCO on a form
approved by KRIPCO.
(d) Spousal Consent. Any election by a Participant not to
take a qualified 50% joint and survivor annuity shall
be effective only if it is delivered to KRIPCO on a
form approved by KRIPCO and, unless KRIPCO is
satisfied that a Participant does not have a spouse as
of his Annuity Starting Date, or that the Participant
is deemed not to have a spouse because no spouse can
be located, because the Participant has a court order
to the effect that the Participant is either legally
separated or has been abandoned (as legal separation
and abandonment are defined under local law), or
because of such other circumstances as may be
prescribed by regulations issued under the Code, only
if the Participant's spouse as of the Annuity
Starting Date consents in writing specifically to such
election and the consent acknowledges the effect of
the consent and is witnessed by a notary public or an
equivalent thereof in jurisdictions outside the United
States. An election of a Contingent Annuitant annuity
which provides for payments equal to at least 50
percent of the amount payable to the Participant after
his death to the spouse of the Participant as of his
Annuity Starting Date, shall be effective without
spousal consent.
(e) Effective Date of Election. An election to take any
form of payment will become effective upon the Annuity
Starting Date or, if later, on the day after the
expiration of the 7-day period described in subsection
(c)(5) above.
(f) Changes in Form of Payment Before Annuity Starting
Date.
(1) Participant's Right to Revoke. Prior to the
Annuity Starting Date or, if later and if
applicable, the expiration of the 7-day election
period described in subsection (c)(5) above, a
Participant may revoke his election to take any
form of payment at any time during the election
period described in subsection (c) above. To be
effective, such revocation must be delivered to
KRIPCO on a form approved by KRIPCO. A subsequent
election to take any form of payment may be made
at any time during the election period in
accordance with the procedure set forth above.
(2) Spousal Consent. A spouse who has properly
consented to an election by a Participant not to
take a qualified joint and survivor annuity may
not revoke such consent.
(3) Effect of Death. If the Participant dies before
the Annuity Starting Date, benefits will not be
payable under this Article and death benefits, if
any, will be payable under Article 10. If the
Participant's Contingent Annuitant, if any, dies
before the Annuity Starting Date, benefits will be
payable in the normal form described in Section
7.02 unless the Participant elects, in accordance
with Section 7.03, a different form of benefit.
(g) Changes in Form of Payment After Annuity Starting
Date.
(1) Benefit Payable at Normal Retirement Date Before
Expiration of the Election Period. In the case of
a Participant whose Annuity Starting Date occurred
under subsection (c)(3) above at his Normal
Retirement Date without timely notice as described
in subsection (a) above, the Participant may elect
any form of payment described in Section 7.04
within 90 days of the date
the notice described in subsection (a) above is
provided. However, a Participant who makes an
election under the 7-day election procedure
described in subsection (c)(5) above and does not
thereafter revoke such election shall not be
entitled to make a new election after the
expiration of such 7-day election period.
(2) Divorce within One Year of Marriage. If the
marriage of the Participant and his spouse as of
the Annuity Starting Date does not last at least
364 days on account of divorce, the Participant
may elect in writing, on forms provided by KRIPCO,
not to take a qualified 50% joint and survivor
annuity and, in such a case, a straight life
annuity will be provided unless the Participant
elects a Contingent Annuitant annuity as described
in Section 7.04(c) or (d).
(3) Participant's Right to Revoke the Form of Payment
After the Annuity Starting Date. On or after the
Annuity Starting Date, a Participant may elect any
form of payment described in Section 7.04 other
than the lump sum payment described in Section
7.04(e), may change the designation of his
Contingent Annuitant, and/or may change the
percentage of the benefit payable to the
Contingent Annuitant.
For any of the above-described elections to take
effect, the Participant and his Contingent
Annuitant must be alive on the effective date of
the election, which is the first day of the second
month following the month in which KRIPCO receives
satisfactory evidence of the good health of the
Participant and/or the Contingent Annuitant,
whichever is appropriate.
Elections discussed above would entail a
revocation of the previous election and in order
to be effective, must be delivered to KRIPCO on a
form approved by KRIPCO together with, where
appropriate, a spousal consent of the type
described in subsection (d) above. Unless
otherwise provided by a Qualified Domestic
Relations Order, the Participant's spouse as of
his Annuity Starting Date will be considered to be
his spouse when he revokes the form of payment,
even if the Participant is no longer married to
that person at the time the Participant revokes a
previous election. The procedures under this
paragraph (3) do not apply to elections under
subsection (c)(5) above.
7.04 Forms of Payment
The forms of payment and special rules which apply to various
options are described below:
(a) Straight Life Annuity. An annuity payable monthly
during the Participant's lifetime, with no further
payments on his behalf after his death.
(b) Qualified 50% Joint and Survivor Annuity. An annuity
payable monthly during the Participant's lifetime and,
if the Participant's spouse is still alive at the time
of the Participant's death, with payments equal to 50
percent of the amount payable to the Participant to
the Participant's surviving spouse for the lifetime of
the surviving spouse, with no further payment after
the death of the surviving spouse. If the spouse is
not alive when the Participant dies, no further
payments are made. Unless otherwise provided by a
Qualified Domestic Relations Order, for purposes of
the qualified 50% joint and survivor annuity, the
Participant's spouse as of his Annuity Starting Date
will be considered to be his spouse at his death, even
if the Participant is no longer married to that person
at the time the Participant dies. This option is
available only if a Participant is married on his
Annuity Starting Date.
(c) Contingent Annuitant or Annuitants Annuity. An
annuity payable monthly during the Participant's
lifetime and, if the Participant's Contingent
Annuitant or Contingent Annuitants is or are, as
applicable, still alive at the time of the
Participant's death, with payments equal to the amount
payable to the Participant or any lesser amount as
specified by the Participant being payable to the
Participant's Contingent Annuitant or Contingent
Annuitants, as the case may be, for the lifetime of
the Contingent Annuitant or Contingent Annuitants,
with no future payment after the death of the
Contingent Annuitant or Contingent Annuitants. If no
Contingent Annuitant is still alive when the
Participant dies, no further payments are made.
(d) Straight Life Annuity/50% Joint and Survivor Annuity
with Deferred Contingent Annuitant Annuity. An
annuity which, for a period up to a deferral date
determined by the Participant, is either a straight
life annuity or a 50% joint and survivor annuity.
Upon the deferral date, the annuity converts to a
Contingent Annuitant or Contingent Annuitants' annuity
if the Participant's designated Contingent Annuitant
or Contingent Annuitants is or are, as applicable,
still alive. An election of this option must be made
prior to the Annuity Starting Date.
(e) Lump Sum. A single lump sum payment in cash. No lump
sum payment is made if the Participant dies before his
Annuity Starting Date. This option is available only
to a Participant who either was an Active Participant
as of April 19, 1990, or is credited with two or more
years of Total Service after August 31, 1990. A lump
sum
payment is payable to a Terminated Vested Participant
only if the Terminated Vested Participant elects the
lump sum payment before the first day of the fourth
month following the month in which his termination of
employment is processed and makes such election in
accordance with Section 7.03.
7.05 Legal Restrictions on Forms of Payment
(a) Minimum Distributions. All distributions required
under this Article 7 shall be determined and made in
accordance with Section 401(a)(9) of the Code and the
Treasury Regulations thereunder, including the minimum
distribution incidental benefit requirements of
Proposed Income Tax Regulations Section 1.401(a)(9)-2.
If the Accrued Benefit of a Participant is to be
distributed other than in a lump sum after the
Mandatory Commencement Date, the following minimum
distribution rules shall apply:
(1) As of the first Distribution Calendar Year,
distributions if not made in a single lump sum,
may only be made over one of the following periods
(or combinations thereof): (A) the life of the
Participant; or (B) the life of the Participant
and a Designated Beneficiary;
(2) If the Participant's Accrued Benefit is to be paid
in the form of annuity distributions under the
Plan, payments under the annuity shall satisfy the
following requirements:
(A) the annuity distributions must be paid in
periodic payments made at monthly intervals;
(B) the distribution period must be over a life
(or lives) not longer than a life expectancy
(or joint and last survivor expectancy)
described in Code Section 401(a)(9)(A)(ii),
whichever is applicable;
(C) payments must either be nonincreasing or
increase only because of an increase in
benefits under the Plan;
(D) if the Participant's Accrued Benefit is being
distributed in the form of a Contingent
Annuitant Annuity for the joint lives of the
Participant and a nonspouse beneficiary,
annuity payments to be made on or after the
Participant's Mandatory Commencement Date to
the Contingent Annuitant after the
Participant's death must not at any time
exceed the applicable percentage of the
annuity payment for such period that would
have been payable to the Participant using
the table set forth in Q&A A-6 of Section
1.401(a)(9)-2 of the Proposed Income Tax
Regulations;
(E) if the form of distribution is an annuity
made in accordance with this Section 7.05(a)
rather than a lump sum, any additional
benefits accruing to the Participant after
his or her Mandatory Commencement Date shall
be distributed as an identifiable component
of the annuity beginning with the first
monthly payment ending in the calendar year
immediately following the calendar year in
which such amount accrues.
(3) If the form of distribution is a lump sum rather
than an annuity made in accordance with this
Section 7.05(a), any additional benefits accruing
to the Participant after his or her Mandatory
Commencement Date shall be distributed as an
identifiable lump sum as soon as practicable
following the calendar year in which such amount
accrues.
(b) Incidental Death Benefit Rule. If the Participant's
Contingent Annuitant is not his spouse, the form of
payment must result in the Participant receiving a
benefit with a value of more than 50 percent of the
value of the straight life annuity which might
otherwise have been payable to the Participant in
accordance with Article 4.
(c) Protected Forms of Payment. In addition to the normal
and forms of benefit described in this Article,
special forms of benefit will be available to certain
Employees as indicated in Appendix D.
ARTICLE 8. QUALIFIED DOMESTIC RELATIONS ORDERS AND DIRECT
ROLLOVERS
8.01 Qualified Domestic Relations Orders
(a) General Rule. Any portion of a Participant's benefit
under the Plan payable to an alternate payee pursuant
to a Qualified Domestic Relations Order shall be paid
in accordance with such order. A Qualified Domestic
Relations Order may provide that a former spouse will
be deemed to be the Participant's spouse for purposes
of the Plan with respect to all or a portion of the
Participant's benefit.
(b) Timing of Payments to an Alternate Payee. A Qualified
Domestic Relations Order shall be honored only if, in
addition to satisfying the other requirements
applicable to Qualified Domestic Relations Orders, the
Qualified Domestic Relations Order provides for
payments to the alternate payee on or after:
(1) the Participant has terminated employment; or
(2) the Participant would, if the Participant
terminated employment, be eligible for a Normal
Retirement Benefit under Section 4.01, an Early
Retirement Benefit under Section 4.02, or a
Deferred Retirement Benefit under Section 4.03.
(c) Payment to an Alternate Payee While Participant is
Actively Employed by an Affiliated Company. To the
extent that a Qualified Domestic Relations Order
awards a portion of the Participant's Accrued Benefit
to an alternate payee and requires the Plan to make
payments to the alternate payee while the Participant
is still an Active Participant and before the
Participant reaches age 65, such payments shall be
determined under Section 5.02 based on the
Participant's age at the time payments begin to the
alternate payee, substituting the Actuarial Equivalent
factor for the factor otherwise used in Section 5.02.
(d) Rule for Small Benefits. If all or a portion of a
Participant's benefit is payable to an alternate payee
under a Qualified Domestic Relations Order, the $3,500
amount referenced in Sections 7.01(a) and 7.02 applies
separately to the benefit due the alternate payee and
the benefit due the Participant. The amounts are not
aggregated for purposes of Section 7.01. Accordingly,
if the single sum Actuarial Equivalent of the benefit
payable to the alternate payee is $3,500 or less as of
the date specified in the Qualified Domestic Relations
Order for the commencement of payments to the
alternate payee, that amount will be distributed to
the alternate payee as soon as practicable in a single
lump sum and the payment will fully discharge all Plan
liabilities with respect to such benefit.
8.02 Direct Rollovers
At the election of a Participant or his spouse or former spouse
entitled to a lump sum distribution under Article 7, the
foregoing provisions of this Article 8, or under Article 10,
KRIPCO shall direct the Trustee to make a direct rollover to
the trustee or other custodian of an "eligible retirement plan"
by any reasonable means (including providing the Participant or
spouse or former spouse with a check made payable only to the
trustee or custodian) of all, or a specified portion (but at
least $500), of an "eligible rollover distribution," subject to
the following restrictions:
(a) An "eligible rollover distribution" is any
distribution of all or any portion of the
Participant's benefit, except that an "eligible
rollover distribution" does not include
(1) any distribution that is one of a series of
substantially equal periodic payments (made not
less frequently than annually) made for the life
(or life expectancy) of the recipient or the joint
lives (or joint life expectancies) of the
recipient and the recipient's designated
beneficiary, or for a specified period of at least
ten years; or
(2) any distribution required under Code section
401(a)(9).
(b) An "eligible retirement plan" is an individual
retirement account described in Code section 408(a),
an individual retirement annuity described in Code
section 408(b), an annuity plan described in Code
section 403(a), or a qualified trust described in Code
section 401(a), that accepts the recipient's "eligible
rollover distribution." If the recipient is the
Participant's surviving spouse, but not an alternate
payee receiving a distribution pursuant to a Qualified
Domestic Relations Order, an "eligible retirement
plan" is an individual retirement account described in
Code section 408(a) or an individual retirement
annuity described in Code section 408(b) that accepts
the surviving spouse's "eligible rollover
distribution," but not an annuity plan described in
Code section 403(a) nor a qualified trust described in
Code section 401(a).
(c) The Participant or his spouse or former spouse must
specify, in such form and at such time as KRIPCO may
prescribe, the "eligible retirement plan" to which the
distribution is to be paid and may specify only one
"eligible retirement plan."
(d) The Participant or his spouse or former spouse must
provide to KRIPCO in a timely manner adequate
information regarding the designated "eligible
retirement plan."
ARTICLE 9. LIMITATIONS ON BENEFITS
9.01 Limitations under Code section 415.
(a) Definitions and Rules of Interpretation. For purposes
of this Section, the following definitions and rules
of interpretation shall apply:
(1) "Annual Additions" -- the sum of
(A) Employer contributions made directly or
indirectly,
(B) the Participant's contributions,
(C) forfeitures,
(D) amounts allocated after March 31, 1984, to an
individual medical account that is part of a
pension or annuity plan maintained by the
Employer are treated as annual additions
to a defined contribution plan. Also,
amounts derived from contributions paid or
accrued after December 31, 1985, in taxable
years ending after such date, that are
attributable to post-retirement medical
benefits allocated to the separate account of
a key employee (as defined in Code section
419A(d)(3)) under a welfare benefit fund are
treated as annual additions to a defined
contribution plan, and
(E) allocations under a simplified employee
pension.
This definition shall not require the
recomputation of the Annual Addition for any
Limitation Year beginning before January 1, 1987.
(2) "Annual Benefit" -- a retirement benefit under the
Plan which is payable annually in the form of a
straight life annuity. Except as provided below,
a benefit payable in a form other than a straight
life annuity must be adjusted to an actuarial
equivalent straight life annuity before applying
the limitations of this Article. In the case of a
benefit payable in a form that is not subject to
Code section 417(e)(3), the interest rate
assumption used to determine actuarial equivalence
will be the greater of the interest rate used
under the Plan for the particular form of benefit
being paid or 5 percent. In the case of a benefit
payable in a form that is subject to Code section
417(e)(3), the interest rate assumption used to
determine actuarial equivalence will be the
greater of the interest rate used under the Plan
for the particular form of benefit being paid or
the Applicable Interest Rate as defined in Section
2.07 (whether or not the form of benefit is a lump
sum). The mortality table used to determine
actuarial equivalence shall be the Applicable
Mortality Table as defined in Section 2.08. The
annual benefit does not include any benefits
attributable to employee contributions or rollover
contributions, or the assets transferred from a
qualified plan that was not maintained by the
Employer. No actuarial adjustment to the benefit
is required for (a) the value of a qualified joint
and survivor annuity, (b) the value of benefits
that are not directly related to retirement
benefits (such as the qualified disability
benefit, pre-retirement death benefits, and post-
retirement medical benefits), and (c) the value of
post-retirement cost-of-living increases made in
accordance with Code section 415(d) and section
1.415-3(c)(2)(iii) of the Income Tax Regulations.
If the benefit the Participant would otherwise
accrue in a Limitation Year would produce an
annual benefit in excess of the Maximum
Permissible Amount, the rate of accrual will be
reduced so that the annual benefit will equal the
Maximum Permissible Amount.
(3) "Compensation" -- with respect to a Limitation
Year, a Participant's wages, salaries for
professional services, amounts received by an
Employee pursuant to an unfunded nonqualified plan
in the Limitation Year in which such amounts are
includable in the gross income of the Employee,
and other amounts received for personal services
actually rendered to the Employer but excluding
other deferred compensation, stock options, and
other distributions which receive special tax
benefit.
(4) "Current Accrued Benefit" -- a Participant's
protected accrued benefit (within the meaning of
Code section 411(a)(7) and 411(d)(6)) under the
terms of the Plan as of December 31, 1994, for the
Annuity Starting Date and optional form and taking
into account the limitations of Code section 415
prior to the Code section 415(b)(2)(E) changes
contained in the Uruguay Round Agreements Act,
Pub. L. 103-465 (GATT), which includes the
Retirement Protection Act of 1994 (RPA '94),
including the participation requirements of Code
section 415(b)(5). In determining the amount of a
Participant's Current Accrued Benefit, the
following shall be disregarded:
(A) any Plan amendments increasing benefits after
1994; and
(B) any cost of living adjustments occurring
after 1994.
(5) "Defined Benefit Dollar Limitation" -- $90,000 (as
adjusted for increases in the cost-of-living under
Code section 415(d)).
(6) "Defined Benefit Fraction" -- a fraction, the
numerator of which is the sum of the Participant's
projected annual benefits under all the defined
benefit plans (whether or not terminated)
maintained by the Employer, and the denominator of
which is the lesser of 125 percent of the dollar
limitation determined for the limitation year
under sections 415(b) and (d) of the Internal
Revenue Code and in accordance with section
5.11(b) below or 140 percent of the Highest
Average Compensation, including any adjustments
under Code section 415(b).
Notwithstanding the above, if the Participant was
a Participant as of the first day of the first
Limitation Year beginning after December 31, 1986,
in one or more defined benefit plans maintained by
the Employer which were in existence on May 6,
1986, the denominator of this fraction will not be
less than 125 percent of the sum of the annual
benefits under such plans which the Participant
had accrued as of the close of the last limitation
year beginning before January 1, 1987,
disregarding any changes in the terms and
conditions of the plans after May 5, 1986.
(7) "Defined Contribution Fraction" -- a fraction, the
numerator of which is the sum of the Annual
Additions to the Participant's account under all
the defined contribution plans (whether or not
terminated) maintained by the Employer for the
current and all prior limitation years, (including
the Annual Additions attributable to the
Participant's nondeductible employee contributions
to this and all other defined benefit plans
(whether or not terminated) maintained by the
Employer, and the Annual Additions attributable to
all welfare benefit funds or individual medical
accounts and simplified employee pensions
maintained by the Employer), and the denominator
of which is the sum of the maximum aggregate
amounts for the current and all prior limitation
years of service with the Employer (regardless of
whether a defined contribution plan was maintained
by the Employer).
The maximum aggregate amount in any limitation
year is the lesser of 125 percent of the dollar
limitation determined under sections 415(b) and
(d) of the Internal Revenue Code in effect under
section 415(c)(1)(A) of the Internal Revenue Code
or 35 percent of the Participant's Compensation
for such year.
If the employee was a Participant as of the first
day of the first limitation year beginning after
December 31, 1986, in one or more defined
contribution plans maintained by the Employer
which were in existence on May 6, 1986, the
numerator of this fraction will be adjusted if the
sum of this fraction and the defined benefit
fraction would otherwise exceed 1.0 under the
terms of this plan. Under the adjustment, an
amount equal to the product of (1) the excess of
the sum of the fractions over 1.0 times (2) the
denominator of this fraction, will be permanently
subtracted from the numerator of this fraction.
The adjustment is calculated using the fractions
as they would be computed as of the end of the
last limitation year beginning before January 1,
1987, and disregarding any changes in the terms
and conditions of the plans made after May 5,
1986, but using the section 415 limitation
applicable to the first limitation year beginning
on or after January 1, 1987.
(8) "Employer" -- any corporation which is a member of
a controlled group of corporations as defined in
Code section 414(b) as modified by Code section
415(h) which includes the Employer or any trades
or businesses (whether or not incorporated) which
are under common control as defined in Code
section 414(c) as modified by Code section 415(h)
with the Employer or a member of an affiliated
service group (as defined in Code section 414(m))
which includes the Employer.
(9) "Highest Average Compensation" -- The average
compensation for the three consecutive Years of
Service with the Employer that produces the
highest average.
(10) "Limitation Year" -- the Plan Year.
(11) "Maximum Permissible Amount":
(A) The lesser of the Defined Benefit Dollar
Limitation or 100 percent of the
Participant's highest average Compensation.
(B) If the Participant has less than 10 Years of
Participation, the Defined Benefit Dollar
Limitation is reduced by one-tenth for each
Year of Participation (or part thereof) less
than ten. If the Participant has less than
ten years of service with the Employer, the
compensation limitation is reduced by one-
tenth for each Year of Service (or part
thereof) less than ten. The adjustments of
this subsection (B) shall be applied in the
denominator of the defined benefit fraction
based upon Years of Service. Years of
Service shall include future years occurring
before the Participant's normal retirement
age. Such future years shall include the
year which contains the date the Participant
reaches Normal Retirement Age, only if it can
be reasonably anticipated that the
Participant will receive a Year of Service
for such year.
(C) If the annual benefit of the Participant
commences before the Participant's Social
Security Retirement age, but on or after age
62, the Defined Benefit Dollar Limitation as
reduced above, if necessary, shall be
determined as follows:
(i) If a Participant's Social Security
Retirement Age is 65, the dollar
limitation for benefits commencing on
or after age 62 is determined by
reducing the Defined Benefit Dollar
Limitation by 5/9 of one percent for
each month by which benefits commence
before the month in which the
Participant attains age 65.
(ii) If a Participant's Social Security
Retirement Age is greater than 65, the
dollar limitation for benefits
commencing on or after age 62 is
determined by reducing the Defined
Benefit Dollar Limitation by 5/9 of
one percent for each of the
first 36 months and 5/12 of one
percent for each of the additional
months (up to 24 months) by which
benefits commence before the month of
the Participant's Social Security
Retirement Age.
(D) If the annual benefit of a Participant
commences prior to age 62, the Defined
Benefit Dollar Limitation shall be further
reduced so that such Limitation is
actuarially equivalent to such Limitation
at age 62. In the case of a benefit
payable in a form that is not subject to
Code section 417(e)(3), the reduced dollar
amount is the lesser of the equivalent
amount computed using the interest rate and
mortality table (or other tabular factor)
used for actuarial equivalence for early
retirement benefits under the Plan and the
amount computed using 5 percent interest
and the Applicable Mortality Table as
defined in Section 2.08. In the case of a
benefit payable in a form that is subject
to Code section 417(e)(3), the reduced
dollar amount is the lesser of the
equivalent amount computed using the
interest rate and mortality table (or other
tabular factor) used for actuarial
equivalence for early retirement benefits
under the Plan and the amount computed
using the Applicable Interest Rate as
defined in Section 2.07 (whether or not the
form of benefit is a lump sum) and the
Applicable Mortality Table as defined in
Section 2.08. Any decrease in the Defined
Benefit Dollar Limitation determined in
accordance with this subsection (D) shall
not reflect the mortality decrement to the
extent that benefits will not be forfeited
upon the death of the Participant.
(E) If the annual benefit of a Participant
commences after the Participant's Social
Security Retirement Age, the Defined
Benefit Dollar Limitation as reduced in (B)
above, if necessary, shall be increased so
that it is the actuarial equivalent of an
annual benefit of such dollar limitation
beginning at the Participant's Social
Security Retirement Age. The increased
dollar amount is the lesser of the
equivalent amount computed using the
interest rate and mortality table (or other
tabular factor) used for actuarial
equivalence for early retirement benefits
under the Plan and the amount computed
using 5 percent interest and the Applicable
Mortality Table as defined in Section 2.08.
(F) Notwithstanding anything herein to the
contrary, the Maximum Permissible Amount
shall not be less that the Participant's
Current Accrued Benefit.
(12) "Projected Annual Benefit" -- the Annual Benefit
to which a Participant would be entitled under
this Plan on the assumptions that he continues
employment until any date as of which benefits
are payable to the Participant as a Retired
Participant or a Terminated Vested Participant,
(or current date, if that is later than his
Normal Retirement Age), that his Compensation
continues at the same rate as in effect for the
Limitation Year under consideration until any
date at which benefits are payable (or current
date, if that is later than his Normal
Retirement Age), and that all other relevant
factors used to determine benefits under the
Plan remain constant as of the current
Limitation Year for all future Limitation Years.
(13) "Social Security Retirement Age" -- age 65 in
the case of a Participant attaining age 62
before January 1, 2000 (i.e., born before
January 1, 1938), age 66 for a Participant
attaining age 62 after December 31, 1999, and
before January 1, 2017 (i.e., born after
December 31, 1937, but before January 1, 1955),
and age 67 for a Participant attaining age 62
after December 31, 2016 (i.e., born after
December 31, 1954).
(14) "Year of Participation" -- a year of Accrued
Service.
(15) "Year of Service" -- a year of Vesting Service.
(16) All defined benefit plans (whether or not
terminated) of the Employer shall be treated as
being a part of this Plan, and all defined
contribution plans (whether or not terminated)
of the Employer shall be treated as being a part
of the Eastman Kodak Employees' Savings and
Investment Plan ("SIP"). In addition, if any
Participant is or has ever been a participant in
another qualified plan maintained by the
employer, or a welfare benefit fund, as defined
in Code section 419(e), maintained by the
Employer, or an individual medical account, as
defined in Code section 415(l)(2), maintained by
the Employer, or a simplified employee pension,
as defined in Code section 408(k), maintained by
the Employer, that provides an Annual Addition
as defined in Section 9.1(a)(1), section 9.1(b)
is also applicable to that Participant's
benefits.
(b) Limitation on Benefits
(1) The Annual Benefit otherwise payable to a
Participant at any time will not exceed the
Maximum Permissible Amount. If the benefit the
Participant would otherwise accrue in a
Limitation Year would produce an Annual Benefit
in excess of the Maximum Permissible Amount, the
rate of accrual under this Plan will be reduced
so that the annual benefit will equal the
Maximum Permissible Amount.
(2) No Participant of this Plan who is also covered
by the SIP or any other defined contribution
plan of the Employer shall accrue an Annual
Benefit in excess of the adjusted Maximum
Permissible Amount. For purpose of this
provision, the adjusted Maximum Permissible
Amount is the lesser of the Maximum Permissible
Amount or the Code section 415(e) aggregated
limitation. For the purpose of this provision,
the 415(e) aggregated limitation shall be
determined by subtracting the Defined
Contribution Fraction from 1.0 with the result
being equal to the Defined Benefit Fraction of a
Participant. The benefit accrual by a
Participant in this Plan will be reduced to the
extent necessary to prevent the sum of the
Defined Contribution Fraction and Defined
Benefit Fraction, computed as of the close of
the Limitation Year, from exceeding 1.0.
9.02 Limit on Annual Payments to Top-25 Employees
(a) Definitions and Rules of Interpretation. For
purposes of this Section, the following definitions
and rules of interpretation shall apply:
(1) "benefit" - loans in excess of the amounts set
forth in Code section 72(p)(2)(A), any periodic
income, any withdrawal values payable to a
living employee, and any death benefits not
provided for by insurance on the employee's
life.
(2) "current liabilities" - current liabilities as
defined in Code section 412(l)(7).
(3) "highly compensated employee" - a highly
compensated employee as that term is defined in
Code section 414(q).
(4) "top-25 employee" - in any one year, the group
of 25 highly compensated employees and former
highly compensated employees with the largest
amount of compensation in the current or any
prior year.
(b) Limit on Annual Payments. The annual payments to any
top-25 employee are restricted to an amount equal to
the payments that would be made on behalf of the
employee under a straight life annuity that is the
Actuarial Equivalent of the sum of the employee's
Accrued Benefit and the employee's other benefits
under the plan. This restriction does not apply,
however, if:
(1) after payment to a top-25 employee of all
benefits, the value of Plan assets equals or
exceeds 110% of the value of current liabilities
(as defined in Code section 412(l)(7));
(2) the value of the benefits payable to or on behalf
of the top-25 employee is less than 1% of the
value of current liabilities before distribution;
or
(3) the Commissioner determines that such provisions
are not necessary to prevent the prohibited
discrimination that may occur in the event of an
early termination of the plan.
ARTICLE 10. DEATH BENEFITS BEFORE THE ANNUITY STARTING DATE
10.01 General
If the Participant dies before the Annuity Starting Date, death
benefits, if any, will be payable under this Article. If the
Participant dies after the Annuity Starting Date, death
benefits, if any, are based upon the form of payment under
Article 7.
10.02 Eligibility
Death benefits are payable on behalf of any Participant with
death benefit coverage as described below who has not yet
reached his Annuity Starting Date.
(a) Active Participants. An Active Participant who is
entitled to a Vested Benefit has Pre-retirement SIB
coverage.
(b) Active Participants - Special Rule for Certain
Grandfathered Participants. An Active Participant
who:
(1) attained age 55 before January 1, 1984;
(2) was an Employee on January 1, 1984 and
continuously through the date of his death;
(3) elected OSIB coverage before January 1, 1993; and
(4) has not revoked his election of OSIB coverage on
or after January 1, 1993,
has OSIB coverage.
(c) Disabled Individuals. A Disabled Individual who had
Pre-retirement SIB coverage immediately prior to his
effective date of disability has Pre-retirement SIB
coverage so long as he remains eligible to receive
benefits from a broad-based long-term disability plan
maintained by the Employer. A Disabled Individual who
had OSIB coverage immediately prior to his effective
date of disability may continue such coverage so long
as he remains eligible to receive benefits from a
broad-based long-term disability plan maintained by
the Employer.
(d) Terminated Vested Participants. A Terminated Vested
Participant who has not yet reached his Annuity
Starting Date is eligible for PRSB coverage if the
Participant does not have Pre-retirement SIB coverage
under subsection (e).
(e) Terminated Vested Participants - Lay Off. A
Terminated Vested Participant whose employment
terminated on account of layoff and who had Pre-
retirement SIB coverage immediately prior to the
layoff has Pre-retirement SIB coverage during the
month of layoff and for a period of up to three months
thereafter but ending on his Annuity Starting Date.
(f) Retired Participants. A Retired Participant who has
not yet reached his Annuity Starting Date is eligible
for QPSA coverage.
(g) Other Inactive Participants. An Inactive Participant
not covered by any of the foregoing categories has
Pre-retirement SIB coverage.
10.03 Pre-retirement Survivor Income Benefit (Pre-retirement
SIB) Coverage
(a) Period of Coverage. Pre-retirement SIB coverage
begins on the first day of the month in which the
Participant becomes vested under this Plan. Pre-
retirement SIB coverage will terminate at 12:00
midnight on the earlier of the following dates:
(1) the last date on which the Participant has an
eligible beneficiary; or
(2) the day before the date on which the Participant
becomes a Retired Participant or a Terminated
Vested Participant, except that in the case of a
layoff, coverage will be extended during the month
of layoff and for a period of up to three months
thereafter.
If coverage terminates under paragraph (1) and the
Participant subsequently acquires an eligible
beneficiary, the Participant will again have Pre-
retirement SIB coverage.
(b) No Election. Pre-retirement SIB coverage is
automatic.
(c) Cost. Pre-retirement SIB coverage is provided at no
charge to the Participant.
(d) Eligible Beneficiaries. Pre-retirement SIB will be
payable:
(1) to the Participant's surviving spouse if the
Participant and his spouse were married
continuously during the 364 days preceding the
Participant's death;
(2) if the Participant is enrolled in KLife or the
Family Protection Program and has no eligible
surviving spouse, to the Participant's dependent
children; or
(3) if the Participant is enrolled in KLife or the
Family Protection Program and has no eligible
surviving spouse nor dependent children (because
all dependent children have either died or lost
dependency status), to the Participant's dependent
parents.
A natural child, legally adopted child, or step-child
of the Participant is considered a dependent child if
the child is unmarried; is either under age 19 or a
full-time student and under age 23; and depends upon
the Participant for at least one-half of his support.
A parent of the Participant is considered a dependent
parent if the parent depends upon the Participant for
more than one-half of his support.
(e) Amount. Pre-retirement SIB is a monthly benefit equal
to a percentage of the Accrued Benefit as of the date
of the Participant's death, and is calculated as
follows:
Step 1: Calculate the Participant's Accrued Benefit
and divide that benefit by 12.
Step 2: A) Multiply the amount calculated in Step 1
by 20 percent if the deceased Participant
died before the month of his 55th
birthday or by 30 percent if the deceased
Participant died during or after the
month of his 55th birthday. If the
benefit is to be paid to a surviving
spouse more than 10 years younger than
the Participant, reduce the amount
calculated by 1/12
of 1 percent for each full or partial
month that the spouse is more than 10
years younger than the Participant.
B) If there is an eligible surviving spouse,
multiply the amount calculated in Step 1
by the appropriate Actuarial Equivalent
factor for early retirement, determined
as of the date when the benefit is
payable, then multiply that result by the
appropriate Actuarial Equivalent factor
for joint lives which would apply if the
qualified 50% joint and survivor annuity
benefit were payable, determined as of
the date when the benefit is payable, and
then multiply that result by 50 percent.
If there is no surviving spouse, omit
this Step 2(B).
C) The larger of the two benefits calculated
in (A) and (B) above is the benefit
payable.
In no case will the Pre-retirement SIB payable to the
Participant's surviving spouse be less than the amount
which would have been payable as of the same date to
the surviving spouse as a qualified pre-retirement
survivor annuity under subsection (g).
(f) Time and Manner of Payment
(1) Manner of Payments. The Pre-retirement SIB will
be payable monthly to the deceased Participant's
beneficiary provided that Pre-retirement SIB
coverage was in effect on the date of the
Participant's death.
(2) Commencement of Payments. If the Participant dies
on or after the date on which he becomes eligible
to elect to retire in accordance with Section
4.02, the benefit will be payable monthly
beginning as of the first day of the month
following the month of the Participant's death.
If the Participant dies before becoming eligible
to elect to retire in accordance with Section
4.02, the benefit will be payable beginning as of
the first day of the month in which he would have
become eligible to elect to retire in accordance
with Section 4.02, except that his Total Service
shall be limited to that amount of Total Service
accrued as of the date of his death.
(3) Termination of Payments. Benefit payments will
terminate after the payment due for the month in
which the death of such Participant's last
surviving beneficiary dies.
(g) Election of Qualified Pre-retirement Survivor Annuity
in Lieu of Pre-retirement SIB. A surviving spouse
entitled to Pre-retirement SIB may waive Pre-
retirement SIB and elect, in lieu thereof, a qualified
pre-retirement survivor annuity payable in accordance
with the following provisions:
(1) Amount.
(A) The qualified pre-retirement survivor annuity
is a monthly benefit equal to a percentage of
the Accrued Benefit as of the date of the
Participant's death, and is calculated as
follows:
Step 1: Calculate the Participant's Accrued
Benefit and divide that benefit by
12.
Step 2: Multiply the amount calculated in
Step 1 by the appropriate Actuarial
Equivalent factor for early
retirement, determined as of the date
when the benefit is payable, then
multiply that result by the
appropriate Actuarial Equivalent
factor for joint lives which would
apply if the benefit were payable as
a qualified 50% joint and survivor
annuity, determined as of the date
when the benefit is payable, and then
multiply that result by 50 percent.
(B) Adjustment for Early Retirees. If a
Participant dies after becoming entitled to
an Early Retirement Benefit, the factor used
to calculate the Participant's assumed
benefit in Step 2 will be determined as of
the day immediately preceding the date of his
death.
(2) Time and Manner of Payment
(A) Manner of Payments. The qualified pre-
retirement survivor annuity will be payable
monthly to the deceased Participant's
eligible spouse only if the eligible spouse
waives Pre-retirement SIB.
(B) Commencement of Payments. If the Participant
dies before becoming eligible for an Early
Retirement Benefit or a Normal Retirement
Benefit, the surviving spouse may elect to
commence receiving benefits as soon as
practicable following the month of the
Participant's death, and Total Service shall
be limited to the amount of Total Service
accrued as of the date of his death.
(C) Termination of Payments. Benefit payments
will terminate after the payment due for the
month in which the death of such
Participant's spouse dies.
(D) Special Rule for Small Benefits.
Notwithstanding subparagraphs (A) and (B), if
the surviving spouse elects an immediate
qualified pre-retirement survivor annuity in
lieu of Pre-retirement SIB and if the single-
sum Actuarial Equivalent of the immediate
qualified pre-retirement survivor annuity is
$3,500 or less as of the first day of the
month the qualified pre-retirement survivor
annuity is payable, that amount will be
distributed to the surviving spouse as soon
as practicable in a single lump sum and the
payment will fully discharge all Plan
liabilities with respect to such benefit.
10.04 Optional Pre-retirement Survivor Income Benefit (OSIB)
Coverage
(a) Period of Coverage. OSIB coverage begins in
accordance with the provisions of the Prior Plan.
OSIB coverage will terminate at 12:00 midnight on the
earliest of the following dates:
(1) the first date on or after January 1, 1993, on
which the Participant has no beneficiary;
(2) the effective date of the Participant's election
revoking coverage in accordance with subsection
(b); or
(3) the day before the date on which the Participant
becomes a Retired Participant, except that in the
case of a layoff, coverage will be extended during
the month of layoff and for a period of two months
thereafter.
(b) Revocation of Election. An eligible Participant may
revoke his election of OSIB coverage at any time
during the election period.
(1) Election Period. The period for revoking an
election of OSIB coverage ends on the earlier of
the date coverage terminates in accordance with
subsection (a) or the date of the Participant's
death.
(2) Election Procedure. An election to revoke OSIB
coverage must be made on forms supplied by KRIPCO
and must be received by KRIPCO to be effective.
(3) Effective Date of Election. The effective date of
an election to revoke OSIB coverage is the date on
which such election is received by KRIPCO.
(4) Further Elections. A Participant who revokes his
election of OSIB coverage may not thereafter elect
coverage.
(c) Cost. The Participant's Accrued Benefit will be
reduced in accordance with Section 5.06(b).
(d) Eligible Beneficiaries. OSIB will be payable:
(1) to the Participant's surviving spouse if the
Participant and his spouse were married
continuously during the 364 days preceding the
Participant's death;
(2) if the Participant is enrolled in KLife or the
Family Protection Program and has no eligible
surviving spouse, to the Participant's dependent
children; or
(3) if the Participant is enrolled in KLife or the
Family Protection Program and has no eligible
surviving spouse nor dependent children (because
all dependent children have either died or lost
dependency status), to the Participant's dependent
parents.
A natural child, legally adopted child, or step-child
of the Participant is considered a dependent child if
the child is unmarried; is either under age 19 or a
full-time student and under age 23; depends upon the
Participant for more than one-half of his support; and
either resides with the Participant or does not reside
with the Participant because of divorce or full-time
attendance in school. A parent of the Participant is
considered a dependent parent if the parent depends
upon the Participant for more than one-half of his
support.
(e) Amount. OSIB is a monthly benefit equal to a
percentage of the Accrued Benefit as of the date of
the Participant's death, and is calculated as follows:
Step 1: Calculate the Participant's Accrued Benefit
and divide that benefit by 12.
Step 2: Multiply the amount calculated in Step 1 by
20 percent. If the benefit is to be paid to
a surviving spouse more than 10 years younger
than the Participant, reduce the amount
calculated by 1/12 of 1 percent for each full
or partial month that the spouse is more than
10 years younger than the Participant.
(f) Time and Manner of Payment
(1) Manner of Payments. OSIB will be payable monthly
to the deceased Participant's beneficiary provided
that OSIB coverage was in effect on the date of
the Participant's death.
(2) Commencement of Payments. If the Participant dies
on or after the date on which he becomes eligible
to elect to retire in accordance with Section
4.02, the benefit will be payable monthly
beginning as of the first day of the month
following the month of the Participant's death.
If the Participant dies before becoming eligible
to elect to retire in accordance with Section
4.02, the benefit will be payable beginning as of
the first day of the month in which he would have
become eligible to elect to retire in accordance
with Section 4.02, except that his Total Service
shall be limited to that amount of Total Service
accrued as of the date of his death.
(3) Termination of Payments. Benefit payments will
terminate after the payment due for the month in
which the death of such Participant's last
surviving beneficiary dies.
10.05 Pre-Retirement Spouse Benefit (PRSB) and Qualified Pre-
retirement
Survivor Annuity (QPSA) Coverage
(a) Period of Coverage. PRSB coverage is effective as of
the date on which a Participant first becomes a
Terminated Vested Participant and has been married
continuously for 364 days to his current spouse. QPSA
coverage is effective as of the date on which a
Participant first becomes a Retired Participant and is
married. PRSB or QPSA coverage will terminate at
12:00 midnight on the earliest of the following dates:
(1) the last date on which the Participant has a
spouse;
(2) the effective date of the Participant's election
declining coverage in accordance with subsection
(b); or
(3) the day before the Participant's Annuity Starting
Date.
If coverage terminates under paragraph (1) and the
Participant should subsequently acquire an eligible
spouse, the Participant will again have PRSB or QPSA
coverage.
(b) Election to Decline Coverage. For a Terminated Vested
Participant, PRSB coverage is automatic through the
first day of the fourth month following the month in
which the Terminated Vested Participant terminated
employment and is automatic after that date
unless the Terminated Vested Participant elects to
decline PRSB coverage. For a Retired Participant,
QPSA coverage is automatic through the first day of
the fourth month following the month in which the
Retired Participant terminated employment and is
automatic after that date unless the Retired
Participant elects to decline QPSA coverage.
(1) Election Period. The period for declining PRSB or
QPSA coverage begins on the date on which the
Participant ceases to be an Active Participant and
ends on the earlier of his Annuity Starting Date
or the date of his death.
(2) Notice of Election. KRIPCO will notify each
Participant of his right to decline PRSB or QPSA
coverage within the two-year period ending one
year after the Participant's termination of
employment. Such notification will be in writing
and will inform the Participant of his right, as
appropriate, to decline PRSB or QPSA coverage, and
will contain a written explanation of the terms
and conditions of PRSB or QPSA coverage, as
appropriate, and a statement of the rights of the
Participant and his spouse, if any, under this
Article. If the notice is not provided to the
Participant within the specified time, PRSB or
QPSA coverage will be provided without charge
until the 90th day after such notice has been
delivered to the Participant or mailed to such
Participant's last known mailing address.
(3) Election Procedure. An election to decline PRSB
or QPSA coverage must be made on forms supplied by
KRIPCO and must be received by KRIPCO to be
effective. Furthermore, unless KRIPCO is
satisfied that a Participant does not have a
spouse, or that the Participant is deemed not to
have a spouse because no spouse can be located,
because the Participant has a court order to the
effect that the Participant is either legally
separated or has been abandoned (as legal
separation and abandonment are defined under local
law), or because of such other circumstances as
may be prescribed by regulations issued under the
Code, the Participant's spouse must consent in
writing to an election to decline PRSB or QPSA
coverage and the spouse's consent must acknowledge
the effect thereof and be witnessed by a notary
public.
(4) Election Revocations. A Participant's election to
decline PRSB or QPSA coverage may be revoked at
any time during the election period described in
paragraph (1) above. To be effective, such
revocation must be delivered to KRIPCO on a form
approved by KRIPCO. Subsequent to the revocation
of the election, a Participant may elect to
decline PRSB or QPSA coverage at any time during
the appropriate election periods in accordance
with the procedure set forth above.
(5) Effective Date of Election. The effective date of
an election to decline PRSB or QPSA coverage is
the date on which such election is received by
KRIPCO or, if later, the first day of the fourth
month following the month in which the Terminated
Vested Participant or Retired Participant
terminated employment. The effective date of an
election to resume previously discontinued PRSB or
QPSA coverage is the date on which such election
is received by KRIPCO.
(c) Cost. The Participant's Accrued Benefit will be
reduced in accordance with Section 5.06(b).
(d) Eligible Beneficiary. The QPSA will be payable to the
Retired Participant's surviving spouse. If the
Participant is a Terminated Vested Participant, the
PRSB will be payable to the Participant's surviving
spouse only if the Participant and his spouse were
married continuously during the 364 days preceding the
Participant's death. If the Participant's spouse dies
before the Participant, no PRSB or QPSA will be
payable.
(e) Amount.
(1) The PRSB or QPSA is a monthly benefit equal to a
percentage of the Accrued Benefit as of the date
of the Participant's death, and is calculated as
follows:
Step 1: Calculate the Participant's Accrued
Benefit and divide that benefit by 12.
Step 2: Multiply the amount calculated in Step 1
by the appropriate Actuarial Equivalent
factor for early retirement, determined
as of the date when the benefit is
payable, then multiply that result by the
appropriate Actuarial Equivalent factor
for joint lives which would apply if the
benefit were payable as a qualified 50%
joint and survivor annuity, determined as
of the date when the benefit is payable,
and then multiply that result by 50
percent.
(2) Adjustment for Early Retirees. If a Participant
dies prior to his Annuity Starting Date, after
becoming entitled to an Early Retirement Benefit,
the factor used to calculate the Participant's
assumed benefit in Step 2 will be determined as of
the day immediately preceding the date of his
death.
(3) Adjustment for Prior Elections. If a Retired
Participant or a Terminated Vested Participant
dies prior to his Annuity Starting Date and within
90 days of electing a Contingent
Annuity annuity for the benefit of his spouse
which would have provided a survivor benefit in
excess of 50% of the amount payable to the
Participant, "50 percent" in Step 2 will be
replaced with the percentage survivor benefit
elected by the Participant.
(f) Time and Manner of Payment
(1) Manner of Payments. The PRSB or QPSA will be
payable monthly to the deceased Participant's
eligible spouse provided that PRSB or QPSA
coverage was in effect on the date of the
Participant's death.
(2) Commencement of Payments. If the Participation
dies on or after the date on which he became
eligible for a Normal Retirement Benefit, the
benefit will be payable monthly beginning as of
the first day of the month following the month of
the Participant's death. If the Participant dies
before becoming eligible for a Normal Retirement,
the surviving spouse may elect to commence
receiving benefits as of the first day of the
month following the month of the Participant's
death or, if later, as of the first day of the
month in which the Participant would have reached
his Normal Retirement Date, and Total Service
shall be limited to that amount of Total Service
accrued as of the date of his death.
(3) Termination of Payments. Benefit payments will
terminate after the payment due for the month in
which the death of such Participant's spouse dies.
(4) Special Rule for Small Benefits. Notwithstanding
paragraphs (1) and (2) above, if the single-sum
Actuarial Equivalent of the benefit payable to the
surviving spouse of a Terminated Vested
Participant or a Retired Participant as of the
first day of the month the PRSB or QPSA is payable
is $3,500 or less, that amount will be distributed
to the surviving spouse as soon as practicable in
a single lump sum and the payment will fully
discharge all Plan liabilities with respect to
such benefit.
ARTICLE 11. REHIRES AND SUSPENSION OF BENEFITS
11.01 Pending Lump Sum Payment
If a Participant has elected a lump sum payment under Section
7.04(e) or if the Participant's benefit is payable in the form
of a lump sum under Section 7.01, but the Participant is
rehired before payment is actually made, then no lump sum
payment will be made.
11.02 Rehire of Participant After the Annuity Starting Date
(a) Suspension of Benefits before Normal Retirement Date.
Payment of benefits to a Participant who has reached
his Annuity Starting Date will be suspended for any
month prior to his Normal Retirement Date in which the
Participant is rehired by an Affiliated Company;
provided, however, that this suspension does not apply
if the Participant is rehired as a Limited Service
Employee. If the Plan makes a payment to an Active
Participant for a month during which benefits should
have been suspended under this subsection (a), the
Plan will recover the overpayment by deducting it from
future benefit payments with respect to the
Participant. The deduction will be taken, if
possible, entirely from the first payment due after
the suspension period. If the entire deduction cannot
be made from the first payment, no later payment may
be reduced by the deduction by more than 25%.
(b) Suspension of Benefits after Normal Retirement Date.
(1) Payment of benefits to a Participant who has
reached his Annuity Starting Date will be
suspended for any month following his Normal
Retirement Date in which the Participant is
rehired by an Affiliated Company and is credited
with at least 40 Hours of Service during the
month.
(A) This suspension does not apply if the
Participant is rehired as a Limited Service
Employee.
(B) This suspension does not apply if the
Participant has reached his Mandatory
Commencement Date.
(2) Recovery of Overpayments. If the Plan makes a
payment to an Active Participant for a month
during which benefits should have been suspended
under paragraph (1), the Plan will recover the
overpayment by deducting it from future benefit
payments with respect to the Participant. The
deduction will be taken, if possible, entirely
from the first payment due after the suspension
period. If the entire deduction cannot be made
from the first payment, no later payment may be
reduced by the deduction by more than 25%.
(3) Notice Requirements and Claims Procedures.
Payments will be suspended under this subsection
(b) only upon notice to the Participant by
personal delivery or first class mail of the rules
governing suspensions and that KRIPCO intends to
suspend benefit payments. Any Participant in pay
status who is rehired by an Affiliated Company
should notify KRIPCO that he has been rehired. A
Participant may appeal a suspension of benefits in
the same manner as a denial of benefits.
11.03 Death Benefits
A rehired Participant who is a Covered Employee will again be
entitled to the coverage of the death benefit provisions of
Article 10, and not in accordance with the form of payment
elected before rehire. The calculation of the death benefit
will be based on the Participant's entire Accrued Benefit at
the time of the Participant's death.
11.04 Payment of Benefits Upon Subsequent Termination of
Employment
(a) Amount.
(1) Prior Service.
(A) General Rule. In general, the Accrued
Benefit earned following a rehire is
calculated by taking into account all Vesting
Service, Total Service and Accrued Service
credited to the Participant immediately prior
to his immediately preceding termination of
employment and after the rehire. An Employee
who is reemployed within 12 months of his
termination of employment will be credited
with Vesting Service for the intervening
period of time.
(B) Effect of Prior Lump Sum Payment. If the
Participant is rehired after a lump sum
payment is made under Section 7.04(e) or
7.01(a) representing the Participant's entire
Accrued Benefit, the Participant's Accrued
Service upon which the payment was based
shall not be reinstated and, accordingly,
shall be disregarded for calculating the
Participant's subsequent benefit. Vesting
Service and Total Service credited to the
Participant immediately prior to his
immediately preceding termination of
employment will, however, generally be
restored. If the Participant received a
deemed lump sum payment under Section
7.01(b), all Vesting Service, Total Service
and Accrued Service credited to the
Participant immediately prior to his
immediately preceding termination of
employment will be restored.
(2) Average Participating Compensation. In general,
the Accrued Benefit earned following a rehire is
calculated by using pre-rehire years, if
necessary, to get a full 39-month period for the
purpose of determining APC.
(3) Minimum Benefit. The Accrued Benefit calculated
following a rehire is calculated taking into
account the minimum benefit rules of Section
5.06(e).
(4) Cost of Living Adjustments. If the rehired
Participant had been receiving benefits from the
Plan prior to his rehire and if that benefit had
been adjusted as described in Appendix C of the
Prior Plan, the benefit payable upon his
subsequent termination of employment shall be no
less than the adjusted benefit he had previously
been receiving.
(b) Time of Payment. Benefits payable to a Participant
who has not yet reached his Normal Retirement Date
will be payable in accordance with the normal rules
for payment under Article 6. Benefits payable to a
Participant who has reached his Normal Retirement Date
which have been suspended under Section 11.02(b) will
resume on or before the later of:
(1) the first day of the third calendar month
following the calendar month in which the
Participant fails to complete at least 40 Hours of
Service; or
(2) the first day of the calendar month following the
month in which the Participant notifies KRIPCO
that he has failed to complete at least 40 Hours
of Service in a calendar month; and
the first payment will include the payment scheduled
to occur on the date payments commence and any amounts
withheld during the period between the end of the
month in which the Participant fails to complete at
least 40 Hours of Service and the resumption of
payments.
(c) Form of Payment. The Participant's entire Accrued
Benefit will be payable in accordance with the normal
rules for payment options and the date payments resume
will be considered his Annuity Starting Date. See
Article 7.
ARTICLE 12. EMPLOYER CONTRIBUTIONS AND FUNDING
12.01 Employer Contributions
The Employer intends to contribute such amounts as it
determines to be required for the purpose of meeting the costs
of the Plan, taking into account the Employer's contributions
made under the Prior Plan before January 1, 1976, and the
benefits purchased thereby. The intended contributions will be
determined by annual actuarial valuations on the basis of such
actuarial methods and assumptions as are adopted by KRIPCO
after consultation with an enrolled actuary. The Employer
shall comply with the applicable minimum funding standards
provided in Code section 412. Amounts contributed to the Plan
may be in the form of cash, qualifying employer securities
(including
authorized but unissued shares of the common stock of Eastman
Kodak Company), or other property acceptable to the Trustee.
The value of any qualifying employer securities contributed to
the Plan shall be determined by a reputable and independent
investment banker appointed by KRIPCO for such purpose, and
shall not exceed the reported closing price on the New York
Stock Exchange on the date of contribution to the Plan.
12.02 Diversion Prohibited
All contributions by the Employer are for the exclusive benefit
of Participants and any other persons entitled to benefits
under the Plan. Subject to Section 15.02, no amounts arising
from the Employer's contributions will revert to the Employer
prior to the satisfaction of all liabilities with respect to
such Participants and other persons. Any forfeitures arising
under the Plan will not be applied to increase the benefits any
person would otherwise receive under the Plan but will be
applied to reduce the Employer's contributions under the Plan.
12.03 Return of Erroneous or Nondeductible Contributions
All contributions to the Plan or Trust are conditioned on their
deductibility in the year for which contributed.
Notwithstanding any other provision of the Plan, in the case of
a contribution, or any part thereof, which is made by a mistake
of fact or which is disallowed as a deduction under the Code,
the Trustee shall, upon KRIPCO's request, return to the
Employer the amount of such contribution so requested so long
as the repayment is made within one year after the erroneous
contribution is made or the deduction is disallowed.
12.04 Funding Policy
KRIPCO will be responsible for establishing any necessary
funding policy in order to carry out the purposes of this Plan.
12.05 Employee Contributions
Employee contributions are neither required not permitted.
ARTICLE 13. ADMINISTRATION
13.01 Appointment of Committee
The Board or the Benefit Plans Committee shall appoint KRIPCO
to control and manage the operation and administration of the
Plan and Trust as and to the extent set forth in the Plan and
Trust Agreement. The members of KRIPCO may, in the discretion
of the Board or the Benefit Plans Committee, be Employees.
However, Employees shall not be entitled to compensation from
the Trust Fund
for their services as members of KRIPCO. The members named to
KRIPCO shall be designated in writing and shall acknowledge in
writing that they are fiduciaries under the Plan. The Board or
the Benefit Plans Committee may at any time add or remove a
member of KRIPCO and appoint a successor. Any member may
resign by delivering his written resignation to the Board or
the Benefit Plans Committee. Vacancies existing in KRIPCO
shall be filled by the Board or the Benefit Plans Committee,
but KRIPCO may act notwithstanding any vacancies.
13.02 Named Fiduciary and Plan Administrator
KRIPCO shall be the named fiduciary and plan administrator as
those terms are used in ERISA. KRIPCO shall be the agent for
the service of legal process with respect to the Plan.
13.03 Powers and Duties of Committee
KRIPCO shall administer the Plan in accordance with its terms
and shall have all the powers necessary to carry out the
provisions of the Plan, except such powers as are specifically
reserved to the Board, the Benefit Plans Committee or some
other person. KRIPCO's powers include the power to make,
publish, and apply such rules and regulations as it may deem
necessary to carry out the provisions of the Plan. Such rules
and regulations shall include, without limitation by reason of
enumeration, rules and regulations for determining the
qualified status of domestic relations orders in accordance
with Code section 414(p), and for administering distributions
pursuant to Qualified Domestic Relations Orders. KRIPCO shall
have full discretionary authority to interpret the Plan and to
answer all questions that arise concerning the application,
administration, and interpretation of the Plan. KRIPCO's
interpretations and conclusions shall be final and binding upon
all parties.
13.04 Operation of KRIPCO
KRIPCO shall act by a majority of its members at the time in
office, and such action may be taken either by a vote at a
meeting or without a meeting. Any action taken without a
meeting shall be reflected in a written instrument signed by a
majority of the members of KRIPCO. A member of KRIPCO who is
also a Participant shall not vote on any question relating
personally and uniquely to himself. Any such question shall be
decided by the majority of the remaining members of KRIPCO.
KRIPCO may authorize any one or more of its members to execute
any document or documents on behalf of KRIPCO, in which event
KRIPCO shall notify the Trustee in writing of such action and
the name or names of its member or members so designated. The
Trustee will be provided with signature cards and such other
reasonable assurances as it may require. The Trustee
thereafter shall accept and rely upon any document executed by
such member or members as representing action by KRIPCO until
KRIPCO shall file with the Trustee a written revocation of such
designation. KRIPCO may adopt such bylaws or regulations as it
deems desirable for the conduct of its affairs. KRIPCO shall
keep minutes, records, and other data as may be necessary for
the proper administration of the Plan.
13.05 Claims Review Procedure
KRIPCO shall maintain a procedure under which any Participant
or Contingent Annuitant (hereinafter called "claimant") whose
claim for benefits under the Plan has been denied will receive
written notice which clearly sets forth the specific reason or
reasons for such denial, the specific plan provision or
provisions on which the denial is based, any additional
information necessary for the claimant to perfect the claim, if
possible, an explanation of why such additional information is
necessary, and an explanation of the Plan's claim review
procedure. Said procedure shall allow a claimant at least 60
days after receipt of the written notice of denial to request a
review of such denied claim, and KRIPCO shall make its decision
based on such review within 60 days (120 days if special
circumstances require more time) of its receipt of the request
for review. The decision on review shall be in writing and
shall clearly describe the reasons for KRIPCO's decision.
KRIPCO's decision shall be final and binding upon all parties.
13.06 Power to Appoint Advisers
KRIPCO may appoint such actuaries, accountants, attorneys,
investment advisers, Investment Managers, specialists, and
other persons as it deems necessary or desirable in connection
with the administration of this Plan. Such accountants and
attorneys may, but need not, be accountants and attorneys for
the Employer. KRIPCO shall be entitled to rely upon any
opinions or reports which shall be furnished to it by any such
actuary, accountant, attorney or other specialist.
13.07 Investment Jurisdiction of KRIPCO
KRIPCO shall possess the authority to appoint an Investment
Manager or Managers to manage (including the power to acquire
and dispose of) all or any of the assets of the Trust. In the
event of any such appointment, KRIPCO shall establish the
portion of the assets of the Trust which shall be subject to
the management of the Investment Manager and shall so notify
the Trustee in writing. Likewise, KRIPCO may establish that
all or a portion of the assets of the Trust shall be subject to
the investment jurisdiction of KRIPCO itself and shall advise
the Trustee of such determination. With respect to such assets
over which either an Investment Manager or KRIPCO has
investment responsibility, the Investment Manager or KRIPCO
shall possess all of the investment powers and responsibilities
granted to the Trustee under the Trust Agreement, and the
Trustee shall invest and reinvest such assets pursuant to the
written directions of the Investment Manager or KRIPCO, as the
case may be. If KRIPCO so directs, an Investment Manager shall
have the power to acquire and dispose of assets in the name of
the Trust. The investment jurisdiction of KRIPCO may be
exercised in the form of (i) directing that certain investments
be made or liquidated, (ii) directing that certain investments
not be made, (iii) requiring that the Trustee obtain KRIPCO's
approval prior to acquiring or disposing of any asset, (iv)
directing that the Trustee act as a custodian with respect to
certain designated investments or assets, or in any other
manner consonant with its duties as a fiduciary.
The Trustee shall have no investment responsibility with
respect to the assets subject to the investment jurisdiction of
KRIPCO or an Investment Manager, and shall have no duty to
inquire into the direction of KRIPCO or an Investment Manager,
to solicit such directions, nor to review and follow the
investments made pursuant to any such direction, other than to
the extent provided by law.
13.08 Expenses
All reasonable expenses of administering the Plan and Trust,
including but not limited to reasonable expenses and
compensation of the Trustee, fees of actuaries, attorneys,
auditors, investment advisors, Investment Managers and other
consultants, and PBGC premiums (including both the flat rate
and the variable rate portions of the premiums) shall be a
charge upon the Trust Fund and shall be withdrawn from the
Trust Fund at the direction of KRIPCO unless the amount of such
compensation and expenses shall be separately paid by the
Employer.
The Employer may initially pay any expense that normally would
be a charge on the Trust Fund and later obtain reimbursement
from the Trust Fund. Reimbursement would be available even in
cases where, at the time of the Employer's initial payment of
the expense it is not clear that the Employer may lawfully seek
reimbursement from the Trust Fund, but the Employer's legal
right to reimbursement is later clarified. In certain
situations, such as litigation, the Employer may choose to bear
costs initially, but obtain reimbursement many years after the
costs were incurred. Such delayed reimbursements shall be
permissible.
13.09 Duties of Fiduciaries
All fiduciaries under the Plan and Trust shall act solely in
the interests of the Participants and their beneficiaries and
in accordance with the terms and provisions of the Plan, the
Trust Agreement and ERISA, and with the care, skill, prudence,
and diligence under the circumstances then prevailing that a
prudent person acting in a like capacity and familiar with such
matters would use in the conduct of an enterprise of a like
character and with like aims. Any person may serve in more
than one fiduciary capacity with respect to the Plan and Trust.
To the extent that they possess and exercise investment
responsibility, fiduciaries shall diversify investments so as
to minimize the risks of large losses, unless under the
circumstances it is clearly prudent not to do so.
13.10 Liability of Members
No members of KRIPCO shall incur any liability for any action
or failure to act, excepting only liability for his own breach
of fiduciary or co-fiduciary duty. The Employer shall
indemnify each member of KRIPCO and any Employee acting on its
behalf against any and all claims, loss, damages, expense, and
liability arising from any action or failure to act.
13.11 Allocation of Responsibility
The Board, the Benefit Plans Committee, KRIPCO, and the Trustee
possess certain specified powers, duties, responsibilities, and
obligations under the Plan and Trust Agreement. It is intended
under this Plan and the Trust Agreement that each be
responsible solely for the proper exercise of its own functions
and that each shall not be responsible for any act or failure
to act of another, unless otherwise responsible for a breach of
its own fiduciary duty or for breach of duty by another
fiduciary under the rules of fiduciary responsibility.
Generally, the Board or the Benefit Plans Committee shall be
responsible for appointing and removing KRIPCO, and for
amending and terminating the Plan and Trust Agreement.
KRIPCO is responsible for appointing and removing the Trustee
and for administering the Plan and possesses certain investment
powers as described herein; and the Trustee is responsible for
the management and control of the Plan assets to the extent
provided in the Trust Agreement. The Board or KRIPCO may act
to allocate or delegate fiduciary duties by designating persons
and committees other than named fiduciaries to carry out
fiduciary responsibilities under the Plan (other than trustee
responsibilities as defined in ERISA section 405(c)(3)); but
such action may be taken only in accordance with the following
procedure:
(a) Such action must be approved by at least a majority of
the members of the Board or KRIPCO, as the case may
be;
(b) If such action is not unanimously approved, the vote
cast by each member for or against such action shall
be recorded as a part of the official minutes of the
Board or KRIPCO, as the case may be; and
(c) Any delegation of fiduciary responsibilities or any
allocation of fiduciary responsibilities among members
of the Board or KRIPCO may be modified or rescinded by
the Board or KRIPCO according to the procedure set
forth in subsections (a) and (b) of this Section.
ARTICLE 14. AMENDMENT
14.01 Power to Amend
Subject to the provisions hereinafter set forth, the Board
reserves the right and the Board and the Benefit Plans
Committee have the right, at any time and from time to time, to
modify or amend in whole or in part any or all the provisions
of the Plan; provided that
(a) neither the Board nor the Benefit Plans Committee
shall make any such modification or amendment which:
(1) except as provided in Section 15.02, shall operate
to recapture for the Employer any contributions
previously made under the Plan by the Employer
prior to the satisfaction of all liabilities for
benefits hereunder, or
(2) except to the extent required to permit the Plan
to meet the requirements or the requirements of
any governmental authority, shall affect adversely
in any way any rights theretofore acquired under
the Plan by Retired Participants; and
(b) the Board, and not the Benefit Plans Committee shall
make any modification or amendment which, in the
judgment of the Chairman of the Board, is likely to
result in annual increased cost or liability to
Eastman Kodak Company or the Plan of $50 million or
more.
Nothing in this Plan prevents Eastman Kodak Company from
reducing or eliminating at any time benefit liabilities that
are not accrued benefits as defined in Code section 411(a)(7)
or benefits protected under Code section 411(d)(6). In
addition, Eastman Kodak Company may reduce any benefits under
the Plan prospectively.
14.02 Necessary Amendments
Notwithstanding the provisions of Section 14.01(a) or any other
provision of the Plan, any modification or amendment of the
Plan may be made which the Board deems necessary or appropriate
to conform the Plan to, or to satisfy the conditions of, any
law, governmental regulations or rulings, and to permit the
Plan and the Trust to meet the requirements of ERISA or the
Code or the applicable provisions of any subsequent or other
law.
14.03 No Reduction in Accrued Benefits
No amendment to the plan (including a change in the actuarial
basis for determining optional or early retirement benefits)
shall be effective to the extent that it has the effect of
decreasing a Participant's Accrued Benefit.
Notwithstanding the preceding sentence, a Participant's accrued
benefit may be reduced to the extent permitted under section
412(c)(8) of the Code. For purposes of this Section 14.03, a
plan amendment that has the effect of (1) eliminating or
reducing an early retirement benefit or a retirement-type
subsidy, or (2) eliminating an optional form of benefit, with
respect to benefits attributable to service before the
amendment shall be treated as reducing accrued benefits. In
the case of a retirement-type subsidy, the preceding sentence
shall apply only with respect to a Participant who satisfies
(either before or after the amendment) the pre-amendment
conditions for the subsidy. In general, a retirement-type
subsidy is a subsidy that continues after retirement, but does
not include a qualified disability benefit, a medical benefit,
a social security supplement, a death benefit (including life
insurance). Furthermore, if the vesting schedule of a plan is
amended, in the case of an employee who is a Participant as of
the later of the date such amendment is adopted or the date it
becomes effective, the nonforfeitable percentage (determined as
of such date) of such employee's Employer-provided accrued
benefit will not be less than the percentage computed under the
plan without regard to such amendment.
ARTICLE 15. Termination and Merger
15.01 Power to Terminate
Eastman Kodak Company reserves the right at any time to
terminate the Plan or to partially terminate the Plan by
written resolution of the Board or the Benefit Plans Committee.
Except as provided in Section 15.02, no such action by the
Employer shall operate to recapture for the Employer any
contributions previously made under the Plan by the Employer
prior to the satisfaction of all liabilities for benefits
hereunder. Except to the extent required to permit the Plan to
meet the requirements or the requirements of any governmental
authority, no such action by the Employer shall affect
adversely in any way any Accrued Benefits or rights theretofore
acquired under the Plan by Retired Participants.
15.02 Termination of the Plan
(a) Termination. In the event of a termination of the
Plan (but not a partial termination), the interests of
Active Participants in their benefit liabilities (as
defined under Title IV of ERISA and limited to
"accrued benefits" as defined in Code section
411(a)((7) and to benefits protected under Code
section 411(d)(6)) shall, to the extent funded,
automatically become fully vested and nonforfeitable,
and their interests in all other benefits under the
Plan shall be permanently forfeited. In the event of
a termination of the Plan, benefit liabilities may be
satisfied by the payment of lump sums, through the
purchase of annuity contracts, or by any other method
permitted by law. In the event of the payment of lump
sums on
account of the Plan's termination, the amount of the
lump sums will be the Actuarial Equivalent of the
Normal Retirement Benefit or, for those who have
passed Normal Retirement Date, the Actuarial
Equivalent of the Deferred Retirement Benefit; no
subsidies will be included in the calculations. Upon
satisfaction of benefit liabilities, any residual
assets remaining in the Plan shall revert to Eastman
Kodak Company.
(b) Partial Termination. In the event of a partial
termination (as defined under Code section 411(d)(3))
of the Plan, the rights of Active Participants
affected by the partial termination shall, to the
extent funded, automatically become fully vested but
only to the extent required by statute and regulation.
In the event of a horizontal partial termination, only
that portion of a Participant's benefit (if any) which
is affected by the horizontal partial termination will
become vested. Nothing in this Plan is intended to
give any rights greater than those required by statute
or regulation with respect to partial terminations.
No surplus will be allocated to benefits in the event
of a partial termination.
(c) Special Nondiscrimination Rule. If the Plan
terminates, the benefit of any highly compensated
employee and highly compensated former employee (as
determined under Code section 414(q)) is limited to a
benefit that is nondiscriminatory under Code section
401(a)(4).
15.03 Merger of the Plan
The terms of any merger of this Plan into another plan, any
consolidation of this Plan with another plan, or any transfer
of assets or liabilities from this Plan to another plan shall
require that, in the event that this Plan or the other plan
terminates immediately after the merger, consolidation or
transfer, each Participant would receive an "accrued benefit"
which is no less than the "accrued benefit" he would have
received if this Plan had terminated immediately before the
merger, consolidation or transfer. For purposes of this
Section, the following definition and rules of interpretation
shall apply:
(a) "Accrued benefit" - accrued benefit as that term is
defined under Code section 411(a)(7).
(b) The determination of what "accrued benefit" would be
payable to a Participant immediately before a merger,
consolidation or transfer will be determined on the
assumption that benefits payable under the Plan upon
termination at that time will be payable solely from
the Plan's assets at that time.
No Affiliated Company will make any additional contribution to
the Plan by virtue of this Section (either alone or in
combination with any other provision governing the Plan).
ARTICLE 16. MISCELLANEOUS
16.01 Nonassignability of Benefits
No benefit under this Plan shall be subject in any manner to
voluntary or involuntary alienation, anticipation, sale,
transfer, assignment, pledge or encumbrance, nor to seizure,
attachment or other legal process for the debts of a
Participant or a beneficiary, except that the Trustee shall
honor:
(a) written instructions from a Participant or beneficiary
receiving benefit payments under the Plan to pay
(1) up to 10 percent of such benefit payments for any
purpose other than paying Plan administration
costs; or
(2) all or a portion of such benefit payments to a
third party (including the Employer) provided that
the third party files a written acknowledgment
with KRIPCO that the third party has no
enforceable right in or to any benefit payment
under the Plan (except to the extent the third
party actually receives all or a portion of the
benefit payment under the terms of the
arrangement);
until such instructions are revoked or modified by
such Participant or beneficiary;
(b) a Qualified Domestic Relations Order; or
(c) a Federal tax levy pursuant to Code section 6331 or a
collection by the United States on a judgment
resulting from an unpaid Federal tax assessment if and
to the extent that KRIPCO has determined that
compliance with such levy or judgment is required
under any applicable Federal law.
16.02 Construction
The Plan will be construed, administered, and enforced in
accordance with the laws of the State of New York, except as
such laws are superseded by ERISA. Whenever Plan language is
drafted with respect to requirements for tax-qualified plans
under the Code or ERISA or the regulations and rulings under
the Code or ERISA, such language will be interpreted as
intended only to implement such statute, regulation or ruling
unless additional rights or benefits are given explicitly and
clearly by the language of the Plan.
16.03 Gender and Number
Throughout this plan, the masculine will include the feminine
and the singular will include the plural unless the context
indicates otherwise.
16.04 Top-Heavy Requirements
Notwithstanding any other provisions of the Plan, the following
rules shall apply for any Plan Year if as of the last day of
the preceding Plan Year, based on valuations as of such date,
the sum of the present value of accrued benefits and accounts
of "key employees" (within the meaning of Code section 416)
exceeds 60 percent of a similar sum for all Active Participants
under each plan any Affiliated Company in which a "key
employee" participates and each other plan of any Affiliated
Company which enables any such plan to meet the requirements of
Code sections 401(a)(4) or 410, taking into account for this
purpose amounts distributed within the preceding five years but
excluding accrued benefits and accounts of a prior "key
employee."
(a) All present and all future accrued benefits of every
Participant shall be fully vested and nonforfeitable.
(b) Each Participant shall be provided an employer-funded
minimum accrued benefit which, when expressed as an
annual retirement benefit payable in the form of a
straight life annuity (with no ancillary benefits)
beginning at normal retirement age, is not less than
the product of 20 percent and such Participant's
average compensation for the period of five
consecutive years during which the Participant had the
greatest aggregate compensation.
(c) No benefits may accrue on behalf of any Participant
the sum of whose defined benefit plan fraction and
defined contribution plan fraction, as defined in Code
section 415(e), exceeds 1.0 when the dollar amounts
are multiplied by 1.0 rather than 1.25.
The provisions of this Section shall be interpreted in
accordance with the provisions of Code section 416 and any
regulations thereunder, which are hereby expressly incorporated
by reference.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix A
Page 1 of 1
APPENDIX A. AFFILIATED COMPANIES OF EASTMAN KODAK COMPANY
REFERRED TO IN SECTION 2.21
Eastman Gelatine Corporation.
Eastman Kodak International Capital Company, Inc.
Eastman Kodak International Sales Corporation.
Kodak Caribbean, Limited.
Kodak Export Limited.
Kodak Health Imaging Systems, Inc. (formerly Vortech
Data Inc.)
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix B
Page 1 of 3
APPENDIX B. BENEFIT ADJUSTMENT AFTER A CHANGE IN CONTROL
(1) Purpose. The purpose of this Appendix B is to provide
increased benefits for certain Employees of the
Employer whose employment is terminated after a Change
In Control.
(2) Definitions. The terms used in this Appendix B shall
have the same meanings as stated in Article 2 of this
Plan, except as otherwise provided in this Appendix B.
(2.01) Change In Control. "Change In Control" means a change
in control of Eastman Kodak Company (the "Company") of
a nature that would be required to be reported
(assuming such event has not been "previously
reported") in response to Item 1(a) of the Current
Report on Form 8-K, as in effect on the date hereof,
pursuant to Sections 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act");
provided that, without limitation, a Change In Control
shall be deemed to have occurred at such time as (i)
any "person," within the meaning of Section 14(d) of
the Exchange Act, other than the Company, a subsidiary
of the Company, or any employee benefit plan(s)
sponsored by the Company or any subsidiary of the
Company, is or has become the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of 25 percent or more of the combined
voting power of the Company's outstanding securities
ordinarily having the right to vote at elections of
directors; or (ii) individuals who constitute the Board
on the date hereof (the "Incumbent Board") have ceased
for any reason to constitute at least a majority
thereof, provided that any person becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders,
was approved by a vote of at least three-quarters of
the directors comprising the Incumbent Board (either by
a specific vote or by approval of the proxy statement
of the Company in which such person is named as a
nominee for director, without objection to such
nomination) shall be, for purposes of this paragraph,
considered as though such person were a member of the
Incumbent Board.
(2.02) Eligible Employee. "Eligible Employee" means an
Employee who terminates within five years following a
Change In Control, unless the termination is due to:
(A) death;
(B) disability entitling the Employee to benefits
under the a broad-based long-term disability plan
maintained by the Employer;
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Kodak Retirement Income Plan
November 1, 1995
Appendix B
Page 2 of 3
(C) cause;
(D) resignation, other than
(1) resignation from a declined reassignment to a
job that is not reasonably equivalent in
responsibility or compensation (as defined in
the Company's Termination Allowance Plan), or
that is not in the same geographic area (as
defined in the Company's Termination
Allowance Plan); or
(2) resignation within 30 days following a
reduction in base pay; or
(E) sale or transfer of an operation to a successor
which continues to employ the Employee and which
adopts a program consisting of the benefits
provided by this Appendix B or a program providing
comparable benefits for the five-year period
following a Change In Control.
(2.03) Participant. "Participant" means an Eligible Employee
who ultimately retires or terminates with a vested
right under the terms of the Plan.
(2.04) Supplement. "Supplement" means the benefit increase in
terms of both age and service as described in the table
below. It will be used to determine eligibility for
retirement in accordance with the provisions of
Sections 4.01 and 4.02 of the Plan only for
Participants who are age 50 or older as of the date of
any Change In Control. However, this Supplement will
be used, regardless of the age of the Participant as of
the date of any Change In Control, to determine
eligibility for a vested right in accordance with the
provisions of Section 4.04 of the Plan. It also will
be used to calculate a benefit under (3) below.
Full Years Following
the Date of a Change Years of Additional Age
in Control and Additional Service
0 5
1 4
2 3
3 2
4 1
5 or more 0
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix B
Page 3 of 3
(3) Benefit Computation. The annual benefit for each
Participant will, subject to Article 7 of the Plan,
consist of the benefit determined in accordance with
the provisions of Section 5.01, 5.02, and 5.04 of the
Plan, whichever is applicable, as modified in
accordance with (2.04) above. For purposes of this
Appendix B only, Section 5.01(a) of the Plan will read
"1.6 percent of the Active Participant's APC."
(4) Termination of the Plan. If the Plan is terminated
within five years after a Change In Control, the
benefit for each Participant will be calculated
according to this Appendix B.
(5) Payment of Benefit.
(5.01) The benefit under this Appendix B is payable as
of a Participant's Annuity Starting Date.
(5.02) The form and the amount of the Supplement
Benefit will be determined in accordance with
Article 7 of the Plan.
(6) Funding. Benefits payable under this Appendix B shall
be paid out of the Trust.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix C
Page 1 of 2
APPENDIX C. 1991 ADJUSTMENT
For persons who are in one of the following classes of
individuals on December 31, 1990, benefits payable under the
Plan or the Prior Plan, and as adjusted in certain cases
effective February 1, 1985, will be increased in accordance with
this Appendix C:
(1) A Retired Participant or a Disabled Individual whose
Annuity Starting Date or effective date of disability,
if earlier, occurred before January 2, 1988.
(2) A spouse of a Disabled Individual who is eligible to
retire pursuant to Section 4.02 and who is described
in (1) above, if such spouse, pursuant to Article 10,
may become eligible for PRSB or for Pre-retirement SIB
upon the death of such Disabled Individual.
(3) A Contingent Annuitant of a Retired Participant or of
a person who is totally and permanently disabled and
who is receiving disability benefits under the
disability retirement provisions of the Kodak
Retirement Income Plan, comprised of various
agreements, in effect prior to the amendment thereof
as of January 1, 1976, who is described in (1) above,
if such Contingent Annuitant, pursuant to Article 7,
may become eligible for a benefit upon the death of
such Participant.
(4) A surviving spouse who, pursuant to Article 10, is
receiving PRSB or Pre-retirement SIB as the survivor
of either: a Disabled Individual, who was eligible to
retire pursuant to Section 4.02 and whose effective
date of disability occurred before January 2, 1988; or
an individual who died prior to January 2, 1988, while
an Active Participant who was eligible to retire
pursuant to Section 4.01 or 4.02.
(5) A Contingent Annuitant who, pursuant to Article 7, is
receiving a benefit as the survivor of a Retired
Participant, whose Annuity Starting Date occurred
before January 2, 1988.
The amount of any increase in benefits will be a percentage of
the benefit that is otherwise payable. The percentage will be
determined from the following table:
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix B
Page 2 of 2
Annuity Starting Date Increase as
or Effective Date Percentage of Benefit
of Disability Otherwise Payable
Before January 2, 1973 20%
January 2, 1973 through 18%
January 1, 1979
January 2, 1979 through 16%
January 1, 1980
January 2, 1980 through 14%
January 1, 1981
January 2, 1981 through 12%
January 1, 1982
January 2, 1982 through 10%
January 1, 1984
January 2, 1984 through 8%
January 1, 1985
January 2, 1985 through 6%
January 1, 1986
January 2, 1986 through 4%
January 1, 1987
January 2, 1987 through 2%
January 1, 1988
The increased amount will be included in the benefit for the
month of January, 1991, and thereafter.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 1 of 6
APPENDIX D. RECOGNITION OF SERVICE WITH FORMER EMPLOYERS
1. International Business Machines Corporation
(a) Recognition of Prior Service
Each Employee who was an employee of International
Business Machines Corporation ("IBM") and who became
an Employee pursuant to the Agreement between Eastman
Kodak Company and IBM dated April 19, 1988 ("a former
IBM employee"), will be credited with Accrued Service,
Total Service and Vesting Service as though such
person has been an Employee during the entire period
of his employment with IBM; provided, however, Accrued
Service, Total Service and Vesting Service will be
credited as indicated hereinabove only to the extent
that pension assets are transferred to this Plan
pursuant to the aforesaid Agreement.
(b) Protected Benefits
(1) General
Anything to the contrary in the Plan
notwithstanding, to the extent required under
Code section 411(d)(6),
(A) The accrued benefits of a "former IBM
employee" under the IBM Retirement Plan as
of the date that he was transferred to the
Employer and became an Employee shall not be
decreased,
(B) Any early retirement benefit or retirement-
type subsidy to which such Employee was
entitled under the IBM Retirement Plan on
the date of such transfer (or would have
been entitled had he satisfied the
eligibility conditions therefor, but only to
the extent he later satisfies such
conditions) with respect to benefits
attributable to service for IBM prior to
such transfer shall not be eliminated or
reduced, and
(C) Any optional forms of benefit with respect
to benefits attributable to service for IBM
prior to such transfer shall not be
eliminated as a result of such transfer or
as a result of the transfer of pension
assets from the IBM Retirement Plan to the
Plan pursuant to the April 19, 1988
Agreement.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 2 of 6
(2) Accrued Benefits
The Accrued Benefit of a "former IBM employee"
shall not be less than the normal retirement
benefit to which he was entitled under Article
12A of the IBM Retirement Plan (expressed as an
annual benefit) as of the date that he was
transferred to the Employer and became an
Employee.
(3) Early Retirement Benefits
(A) Benefits on Early Retirement
The early retirement benefit as computed
under Section 5.02 of the Plan and payable
to a "former IBM employee" who satisfies the
eligibility conditions for an early
retirement benefit under Article 12C of the
IBM Retirement Plan shall not be less than
the early retirement benefit to which he
would have been entitled under such Article
12C as of the date of his transfer (based on
his actual date of retirement, and expressed
as an annual benefit) if he had satisfied
the eligibility conditions therefor on such
date.
(B) Benefits on Termination
A "former IBM employee" who satisfies the
eligibility conditions for an early
retirement benefit under Article 12C of the
IBM Retirement Plan, but is not eligible for
early retirement under Section 4.02 of the
Plan, shall nevertheless be entitled to
receive a benefit equal to the early
retirement benefit to which he would have
been entitled under Article 12C of the IBM
Retirement Plan as of the date of his
transfer (based on his actual date of
separation, and expressed as an annual
benefit) if he had satisfied the eligibility
conditions therefor on such date. Such
payments shall begin on the first day of the
month following the month in which the
Employee separates from service and shall
end when the Employee first becomes eligible
to receive a benefit under Article 4 of the
Plan. The amount of such benefit payable at
that time shall be the greater of the
Employee's benefit computed under Article 5
and the early retirement benefit to which he
would have been entitled under Article 12C
of the IBM Retirement Plan as of the date of
his transfer (based on his actual
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 3 of 6
date of separation, and expressed as an
annual benefit) if he had satisfied the
eligibility conditions therefor on such
date.
(4) Optional Forms of Benefit
In addition to the forms of benefit provided in
Article 7 of the Plan, a "former IBM employee"
shall be entitled to receive his benefit in any
form that was allowable with respect to such
benefit under the IBM Retirement Plan as of the
date of his transfer, but only to the extent such
benefit or payment does not exceed that to which
such Employee was entitled on that date (or, in
the case of any early retirement benefit, would
have been entitled had he satisfied the
eligibility conditions therefore on such date).
A benefit in excess of that accrued under the IBM
Retirement Plan shall be payable as provided in
Article 7 of the Plan.
(c) Special Benefit
(1) In the case of a "former IBM employee" whose
employment with the Employer terminates during
the period from January 1, 1989 through July 1,
1998, Average Participating Compensation will be
the greater of that defined in Section 2.07 of
the Plan or that defined in (2) below.
(2) Average Participating Compensation, for purposes
of this special benefit, is the average of the
highest three consecutive years of IBM
"compensation" (as defined in the IBM Retirement
Plan) for the years 1979 through 1988.
Participating Compensation as defined in Section
2.39 of this Plan will be added to such
"compensation" to determine Total Participating
Compensation for the year 1988.
2. Each Employee who was an active employee of Wilson & Geo.
Meyer & Co. ("WGM") on the day before the date he became an
Employee, will be credited with Total Service and Vesting
Service as though such person had been an Employee during
the entire period of his employment with WGM.
3. Each Active Participant who was an employee of Spin
Physics, Inc. prior to October 4, 1982, and who
subsequently became an Employee, will be credited with
Accrued Service, Total Service and Vesting Service as
though such person had been an Employee during whatever
period or periods of his employment with Spin Physics, Inc.
occurred during the period from September 4, 1972 through
October 3, 1982.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 4 of 6
4. Each Employee who was an active employee of Ridge
Construction Company on the day before the date he became
an Employee, will be credited with Accrued Service as
though such person had been an Employee during the entire
period of his employment with Ridge Construction Company,
and all such Accrued Service will be taken into account in
calculating the Employee's benefit under Article 5.
5. Amersham Corporation, Inc.
(a) Recognition of Prior Service
Each Employee who was an employee of Amersham
Corporation, Inc. ("Amersham") and who became an
Employee pursuant to the Agreement between Eastman
Kodak Company and Amersham effective December 1, 1991
("a former Amersham employee"), will be credited with
Accrued Service, Total Service and Vesting Service as
though such person has been an Employee during the
entire period of his employment with Amersham.
(b) Protected Benefits
(1) General
Anything to the contrary in the Plan
notwithstanding, to the extent required under
Code section 411(d)(6),
(A) The accrued benefits of a "former Amersham
employee" under the Amersham Corporation
Pension Plan as of the date that he was
transferred to the Employer and became an
Employee shall not be decreased,
(B) Any early retirement benefit or retirement-
type subsidy to which such Employee was
entitled under the Amersham Corporation
Pension Plan on the date of such transfer
(or would have been entitled had he
satisfied the eligibility conditions
therefor, but only to the extent he later
satisfies such conditions) with respect to
benefits attributable to service for
Amersham prior to such transfer shall not be
eliminated or reduced, and
(C) Any optional forms of benefit with respect
to benefits attributable to service for
Amersham prior to such transfer shall not be
eliminated as a result of such transfer or
as a result of the transfer of pension
assets from the Amersham Corporation Pension
Plan to the Plan pursuant to the December 1,
1991 Agreement.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 5 of 6
(2) Accrued Benefits
The Accrued Benefit of a "former Amersham
employee" shall not be less than the normal
retirement benefit to which he was entitled under
the Amersham Corporation Pension Plan (expressed
as an annual benefit) as of the date that he was
transferred to the Employer and became an
Employee.
(3) Early Retirement Benefits
(A) Benefits on Early Retirement
The early retirement benefit as computed
under Section 5.02 of the Plan and payable
to a "former Amersham employee" who
satisfies the eligibility conditions for an
early retirement benefit under the Amersham
Corporation Pension Plan shall not be less
than the early retirement benefit to which
he would have been entitled under such plan
as of the date of his transfer (based on his
actual date of retirement, and expressed as
an annual benefit) if he had satisfied the
eligibility conditions therefor on such
date.
(B) Benefits on Termination
A "former Amersham employee" who satisfies
the eligibility conditions for an early
retirement benefit under the Amersham
Corporation Pension Plan, but is not
eligible for early retirement under Section
4.02 of the Plan, shall nevertheless be
entitled to receive a benefit equal to the
early retirement benefit to which he would
have been entitled under the Amersham
Corporation Pension Plan as of the date of
his transfer (based on his actual date of
separation, and expressed as an annual
benefit) if he had satisfied the eligibility
conditions therefor on such date.
(4) Optional Forms of Benefit
In addition to the forms of benefit provided in
Article 7 of the Plan, a "former Amersham
employee" shall be entitled to receive his
benefit in any form that was allowable with
respect to such benefit under the Amersham
Corporation Pension Plan as of the date of his
transfer, but only to the extent such benefit or
payment does not exceed that to which such
Employee was entitled on that date (or, in the
case of
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix D
Page 6 of 6
any early retirement benefit, would have been
entitled had he satisfied the eligibility
conditions therefore on such date). A benefit in
excess of that accrued under the Amersham
Corporation Pension Plan shall be payable as
provided in Article 7 of the Plan.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix I
APPENDIX I
TABLE OF CONTENTS
I. INTRODUCTION . . . . . . . . . . . . . . . . . . . 1
II. DEFINITIONS. . . . . . . . . . . . . . . . . . . . 2
III. ELIGIBILITY AND PARTICIPATION. . . . . . . . . . . 21
IV. RETIREMENT BENEFITS. . . . . . . . . . . . . . . . 25
V. SURVIVOR'S BENEFIT . . . . . . . . . . . . . . . . 40
VI. BENEFITS AT TERMINATION OF EMPLOYMENT. . . . . . . 44
VII. FORMS OF RETIREMENT BENEFIT PAYMENTS . . . . . . . 48
VIII. CONTRIBUTIONS OF PARTICIPATING EMPLOYERS
AND FUNDING . . . . . . . . . . . . . . . . . . . 57
IX. ADMINISTRATION . . . . . . . . . . . . . . . . . . 58
X. CLAIMS PROCEDURE . . . . . . . . . . . . . . . . . 59
XI. AMENDMENT AND TERMINATION . . . . . . . . . . . . 60
XII. LIMITATION REQUIRED BY REGULATION
SECTION 1.401-4(c) . . . . . . . . . . . . . . . . 61
XIII. OTHER PROVISIONS . . . . . . . . . . . . . . . . . 62
XIV. TOP-HEAVY STATUS . . . . . . . . . . . . . . . . . 63
ADDENDUM A TO APPENDIX I . . . . . . . . . . . . . . . . . 64
ADDENDUM B TO APPENDIX I . . . . . . . . . . . . . . . . . 65
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix I
Page 1 of 73
BENEFITS FOR SALARIED EMPLOYEES OF STERLING WINTHROP INC.
AND CERTAIN SUBSIDIARIES THEREOF
I. INTRODUCTION
(1.01) Sole Source of Benefits. This Appendix I describes the
benefits under the Plan of Salaried Employees (as
defined in Section (2.35) of Appendix I) and their
Beneficiaries (as defined in Section (2.08) of Appendix
I). Except insofar as they are specifically entitled
to benefits under other parts of the Plan, Salaried
Employees and their Beneficiaries shall have no rights
to benefits under the Plan except to the extent
provided in this Appendix I.
(1.02) Relationship to the Sterling Drug Inc. Retirement Plan
for Salaried Employees. Effective January 1, 1989, the
Sterling Drug Inc. Retirement Plan for Salaried
Employees was merged into the Plan in a transaction
intended to satisfy the requirements of Section 414(l)
of the Internal Revenue Code. This Appendix I
represents a continuation of the provisions of the
Sterling Drug Inc. Retirement Plan for Salaried
Employees as part of the Plan.
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix I
Page 2 of 73
II. DEFINITIONS
The terms used in this Appendix I shall have the same meaning as
stated in Article 2 of the Plan, except as otherwise provided in
this Appendix I.
(2.01) Accrued Benefit. "Accrued Benefit" shall mean the
amount of a Participant's Normal Retirement Benefit
determined in accordance with the provisions of
Subsection (4.01)(B) of Appendix I, utilizing such
Participant's Final Earnings and Credited Service as of
the date of such determination.
(2.02) Accrued Benefit Derived From Employee Contributions.
"Accrued Benefit Derived From Employee Contributions"
shall mean a Participant's Accumulated Contributions,
if any, determined as of a specified date, multiplied
by the Appropriate Conversion Factor.
(2.03) Accrued Benefit Derived From Employer Contributions.
"Accrued Benefit Derived From Employer Contributions"
shall mean the excess, if any, of a Participant's
Accrued Benefit, determined as of a specified date,
over his Accrued Benefit Derived From Employee
Contributions, if any, determined as of such specified
date.
(2.04) Accumulated Contributions. "Accumulated Contributions"
shall mean, with respect to any Participant, the sum
of:
A. his Participant's Contributions, if any; plus
B. with respect to the period prior to January 1,
1976, the Credited Interest on his Participant's
Contributions; plus
C. with respect to the period after December 31,
1975, interest on the sum determined under
Subsections (2.04)(A) and (2.04)(B) of Appendix I,
compounded annually, to the Participant's Normal
Retirement Date computed with respect to each Plan
Year beginning on or after January 1, 1976 and
prior to January 1, 1988 at the rate of five
percent (5%) and with respect to each Plan Year
beginning on or after January 1, 1988 at the rate
of one hundred twenty percent (120%) of the
Federal mid-term rate in effect under Section
1274(d) of the Internal Revenue Code for the first
month of each such Plan Year.
(2.05) Actuarial Equivalent. "Actuarial Equivalent" shall
mean a benefit of equal present value to the benefit
that otherwise would be provided to a Participant, with
present value being determined as of the Annuity
Starting Date or other applicable date and being
BENEFIT PLAN 1R.01
Kodak Retirement Income Plan
November 1, 1995
Appendix I
Page 3 of 73
computed by discounting all future payments for
interest at the rate of six percent (6%) and for
mortality on the basis of the UP-1984 Mortality Tables.
Solely for purposes of determining, under Subsection
(4.04)(D) of Appendix I, the Actuarial Equivalent of a
benefit that begins after age 65, a five percent (5%)
interest factor shall be used in lieu of a six percent
(6%) interest factor.
(2.06) Appendix I. "Appendix I" shall mean the terms and
provisions of this Appendix I, as the same may be
amended from time to time. Said terms and provisions
shall constitute a continuation, as part of the Plan,
of the provisions of the Sterling Drug Inc. Retirement
Plan for Salaried Employees.
(2.07) Appropriate Conversion Factor. "Appropriate Conversion
Factor" shall mean 10 percent or such other percentage
as may hereafter be prescribed by regulation by the
Secretary of the Treasury.
(2.08) Beneficiary. "Beneficiary" shall mean a person
designated as such in accordance with Subsections
(7.04)(A) and (7.04)(B) of Appendix I.
(2.09) Break in Service. "Break in Service" shall mean a
period commencing on a Participant's Severance From
Group Date and ending on the date immediately preceding
such Participant's Reemployment Commencement Date.
(2.10) Contingent Annuitant. "Contingent Annuitant" shall
mean a Participant's surviving spouse or other person
designated by a Participant to receive lifetime monthly
retirement benefits after the Participant's death, as
specified in Part VII of Appendix I.
(2.11) Contract AC 392. "Contract AC 392" shall mean Group
Annuity Contract No. AC 392 issued by The Equitable
Life Assurance Society of the United States to the
Corporation.
(2.12) Contract GR 462. "Contract GR 462" shall mean Group
Annuity Contract No. GR 462 issued by Connecticut
General Life Insurance Company to the Corporation.
(2.13) Corporation. "Corporation" shall mean Sterling
Winthrop Inc.
(2.14) Credited Interest. "Credited Interest" shall mean,
with respect to any Participant, the interest that is
credited to his Participant's Contributions, if any,
computed at the following rates and in accordance with
the following rules:
BENEFIT PLAN 1R.01
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November 1, 1995
Appendix I
Page 4 of 73
A. With respect to the period prior to March 1, 1967,
interest shall be computed at the rates set forth
in the Old Plan or the Old Salaried Plan as in
effect from time to time, and the sum of all
Participant's Contributions made by a Participant
as of February 28, 1967 plus all interest
accumulated thereon as of February 28, 1967 shall
be the amount with respect to which interest
commences to be credited as of March 1, 1967.
B. With respect to the period from March 1, 1967
through December 31, 1978, interest shall be
computed at the rate of four percent (4%)
compounded annually as of the end of each Plan
Year.
C. With respect to the period from January 1, 1979
through December 31, 1987, interest shall be
computed at the rate of five percent (5%)
compounded annually as of the end of each Plan
Year.
D. With respect to the period after December 31,
1987, interest shall be computed for each Plan
Year at the rate of one hundred twenty percent
(120%) of the Federal mid-term rate in effect
under Section 1274(d) of the Internal Revenue Code
for the first month of each Plan Year and shall be
compounded annually as of the end of each such
Plan Year.
E. Interest shall begin to be credited to the
Participant's Contributions that a Participant
makes during a particular Plan Year as of the
first day of the next succeeding Plan Year.
Interest shall cease to be credited to the
Participant's Contributions of a Participant as of
his Annuity Starting Date or, if none, as of the
first day of the month in which the return of his
Participant's Contributions becomes payable
pursuant to Subsection (7.03)(A) of Appendix I or,
if a Survivor's Benefit is payable pursuant to
Part V of Appendix I, as of the date on which the
Survivor's Benefit commences to be paid.
(2.15) Credited Service. "Credited Service" shall mean the
aggregate number of years and days of a Participant's
participation in the Sterling Salaried Program
determined as follows:
A. A Participant who was participating in the Old
Salaried Plan on December 31, 1975 shall retain
the Credited Service which he had accumulated
under the terms of the Old Plan and the Old
Salaried Plan as then in effect and in addition
thereto, but subject to the provisions of
Subsections (2.15)(C) through
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(2.15)(H) of Appendix I, shall have included in
his Credited Service his period of participation
in the Sterling Salaried Program on and after
January 1, 1976 and ending with his Annuity
Starting Date or Severance From Employer Date,
whichever is earlier.
B. Subject to the provisions of Subsections (2.15)(C)
through (2.15)(H) of Appendix I, in the case of a
Salaried Employee who becomes a Participant in the
Sterling Salaried Program on or after January 1,
1976, such Participant's Credited Service shall be
the aggregate number of years and days during the
period commencing on his date of initial
participation in the Sterling Salaried Program and
ending on his Annuity Starting Date or Severance
From Employer Date, whichever is earlier.
C. A Participant's Credited Service shall include the
following periods:
(1) If the Participant is credited with Past
Service Annuity, the Participant's period of
service with an Employer (or with a
predecessor or acquired company) after his
35th birthday and prior to the date on which
his initial participation in the Sterling
Salaried Program occurred.
(2) The Participant's period of active service as
an Employee of the Sterling Control Group in
a foreign country (any locality other than
the fifty states of the United States of
America or Puerto Rico) that is not otherwise
taken into account as Credited Service
(because the Participant was not a Salaried
Employee as the term Salaried Employee was
defined under the Sterling Salaried Program
at the time the service was rendered) and
that occurs (A) after the first day of the
month coincident with or next succeeding the
date upon which he satisfied the requirements
of Subsection (3.01)(C) of Appendix I(or any
predecessor section) that would, were he a
Salaried Employee as the term Salaried
Employee was defined under the Sterling
Salaried Program throughout the time the
service was rendered, have applied to him,
and (B) before his Severance From Group Date,
provided that:
(a) Any period of time while the Participant
was not an Employee of the Sterling
Control Group shall be excluded from
such period of active service;
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(b) If the Participant was not covered by
the Sterling Drug Inc. Foreign Service
Pension Plan during such period of
active service and did not, immediately
upon becoming eligible therefor, join,
and thereafter maintain his status as a
member in any and all pension plans
which relate to his employment in the
foreign country with the employing
member of the Sterling Control Group,
then any period of time while such
status was not maintained shall be
excluded from such period of active
service;
(c) Any pension from a pension plan
described in Subsection (2.15)(C)(2)(b)
of Appendix I in which he participated
(other than the Sterling Drug Inc.
Foreign Service Pension Plan) is
included in his Other Pensions as
defined in Section (2.29) of Appendix I;
and
(d) Upon any transfer from service in a
foreign country (foreign payroll) to
service in one of the fifty states of
the United States of America or Puerto
Rico (United States payroll), he
promptly joined or re-joined the Hourly
Plan, the Sterling Salaried Program or a
defined benefit plan which is maintained
by one or more members of the Sterling
Control Group for Puerto Rican-based
Employees and which qualifies under
Section 401(a) of the Internal Revenue
Code, whichever plan applies, and, to
the extent required by the applicable
plan, begins or resumes contributing
thereunder.
(3) Any period of absence to a maximum of one
year in length caused by (A) lay-off, (B)
leave of absence, (C) vacation, (D) holiday,
(E) sickness, or (F) disability.
(4) Any period of required military service in
the Armed Forces of the United States,
whether or not it exceeds one year in
duration.
(5) To the extent not included in Subsection
(2.15)(C)(8) of Appendix I, any period of
absence, whether or not it exceeds one year
in duration, caused by occupational injury or
disease suffered by the Participant and
arising out of and in the course of
employment with the Sterling Control Group.
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(6) Any period of absence, whether or not it
exceeds one year in duration, to the extent
that it falls within a period of time when
the Sterling Salaried Program requires
Participants to make Participant's
Contributions and to the extent that the
Participant duly continues to make
Participant's Contributions during the period
of absence.
(7) If the Participant, prior to the most recent
date he becomes eligible to participate in
the Sterling Salaried Program, participated
in any other defined benefit plan which is
maintained by any member of the Sterling
Control Group and which qualifies under
Section 401(a) of the Internal Revenue Code,
any period of "Credited Service", as that
term is specifically defined in such other
defined benefit plan, which he earned as a
member of such other defined benefit plan
(not including any period treated as
"Credited Service" solely as a result of a
provision in such other defined benefit plan
similar to this Subsection (2.15)(C)(7) of
Appendix I).
(8) With respect to years and days on or after
July 1, 1981, any period of absence, whether
or not it exceeds one year in duration, which
is caused by the Permanent and Total
Disability of the Participant, whenever such
disability may have been suffered.
D. No Credited Service shall be given for the
following periods:
(1) any provision of Subsection (2.15)(C) of
Appendix I to the contrary notwithstanding,
any period during which an Employee was
eligible to participate in the Sterling
Salaried Program but elected not to do so.
(2) except as otherwise provided in Subsections
(2.15)(C)(2), (2.15)(C)(4), (2.15)(C)(5) and
(2.15)(C)(6) of Appendix I, the portion of
any period of absence after the Severance
From Employer Date.
E. In the event of any overlapping or concurrency in
time of any of the periods referred to in
Subsections (2.15)(A), (2.15)(B) and (2.15)(C) of
Appendix I above, only single credit shall be
given for the time during which such overlapping
or concurrency prevailed, and duplicate credit
shall not be given for any period of overlapping
or concurrent time.
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F. For periods prior to January 1, 1989 during which
the Sterling Salaried Program required
Participant's Contributions to be made to it, if a
Participant who was in active service as an
Employee of the Sterling Control Group in a
foreign country (any locality other than the fifty
states of the United States of America or Puerto
Rico) was paid in whole or in part in United
States dollars, the Participant was required to
make Participant's Contributions to the Sterling
Salaried Program and, to the extent he did so, he
was not required to join any pension plan which
related to his employment in the foreign country
with the employing member of the Sterling Control
Group in order to satisfy the provisions of
Subsection (2.15)(C)(2) of Appendix I.
G. Any Participant who is not a Vested Participant,
who has both a Severance From Employer Date and a
Break in Service and who again becomes eligible to
participate in the Sterling Salaried Program in
accordance with the provisions of Part III of
Appendix I shall forfeit the Credited Service
which he had accrued prior to his Severance From
Employer Date if, pursuant to Subsection (2.45)(C)
of Appendix I, he forfeits his accrued Vesting
Service because of such Break in Service. Subject
to Subsections (6.01)(D), (6.01)(E) and (6.01)(F)
of Appendix I, any other Participant who has a
Severance From Employer Date and who again becomes
eligible to participate in the Sterling Salaried
Program in accordance with the provisions of Part
III of Appendix I shall have the Credited Service
which he had accrued prior to his Severance From
Employer Date restored in determining his rights
and benefits under the Sterling Salaried Program.
H. Any other provisions of this Appendix I to the
contrary notwithstanding, no Participant may
accumulate years of Credited Service in excess of
such Participant's Credited Service Denominator
determined in accordance with Section (2.16) of
Appendix I.
(2.16) Credited Service Denominator. "Credited Service
Denominator" shall mean, with respect to any
Participant in the Sterling Salaried Program, a period
of time measured in years and days, determined as
follows:
A. With respect to a Participant whose participation
in the Sterling Salaried Program commenced on or
before December 31, 1975, 30 years.
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B. Subject to the provisions of Subsections (2.16)(C)
and (2.16)(D) of Appendix I, the Credited Service
Denominator of a Participant whose participation
in the Sterling Salaried Program commences on or
after January 1, 1976 shall be equal to the sum
of: (i) the period measured in years and days from
the commencement of his participation in the
Sterling Salaried Program until the date upon
which he would, should he survive, attain the age
of 65 years (or, if the provisions of Subsection
(2.26)(B) of Appendix I apply, attain his Normal
Retirement Date), plus (ii) the period measured in
years and days with respect to which the
Participant receives Credited Service in
accordance with Subsection (2.15)(C)(2) of
Appendix I (solely to the extent that such period
relates to active service in a foreign country
prior to the date he initially commences
participation in the Sterling Salaried Program)
and/or Subsection (2.15)(C)(7) of Appendix I.
C. In the event that a Participant who has a
Severance From Employer Date again becomes
eligible to participate in the Sterling Salaried
Program in accordance with the provisions of Part
III of Appendix I and retains his prior Credited
Service in accordance with Subsection (2.15)(G) of
Appendix I, his Credited Service Denominator shall
be equal to the figure obtained by subtracting
from the Credited Service Denominator applicable
to such Participant as of his original
participation in the Sterling Salaried Program the
number of years and days from such Participant's
Severance From Employer Date to the date upon
which he again becomes a Participant in the
Sterling Salaried Program, provided, however, that
such years and days shall not be subtracted to the
extent that they are counted as Credited Service
in accordance with Subsection (2.15)(C) of
Appendix I. In the event that a Participant who
has a Severance From Group Date again becomes
eligible to participate in the Sterling Salaried
Program in accordance with the provisions of Part
III of Appendix I but forfeits his prior Credited
Service in accordance with Subsection (2.15)(G) of
Appendix I, his Credited Service Denominator shall
be determined in accordance with Subsection
(2.16)(B) of Appendix I without regard to his
original participation in the Sterling Salaried
Program but solely with regard to the commencement
of his participation in the Sterling Salaried
Program after his Reemployment Commencement Date.
D. Any other provision of this Section (2.16) of
Appendix I to the contrary notwithstanding, a
Participant's Credited Service Denominator shall
in no event be less than 30 years.
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(2.17) Deposit Administration Fund. "Deposit Administration
Fund" shall mean the Deposit Administration Fund
established under Contract GR 462 pursuant to the terms
therein, and/or any other contract of any other
insurance company as may be approved, from time to
time, by KRIPCO.
(2.18) Employee. "Employee" shall mean any individual who is
employed by a member of the Kodak Control Group and who
is not under the direct control and supervision of an
agent, contractor or other vendor of services to a
member of the Kodak Control Group; provided, however,
that demonstrators (individuals who primarily
demonstrate, promote or sell cosmetic products directly
to retail customers in retail stores) and part-time
merchandisers (individuals who primarily ensure that
products of various types are properly displayed and
are in adequate supply in retail stores) shall not be
deemed Employees for purposes of the Sterling Salaried
Program.
(2.19) Employer. "Employer" shall include the following:
A. For periods through September 30, 1994, but not
after that date, Sterling Winthrop Inc. and any
entity which is a member of the Sterling Control
Group and whose board of directors or other
governing body has adopted the Sterling Salaried
Program with the approval of the Benefit Plans
Committee, but shall not include any entity after
it has ceased to be a member of the Sterling
Control Group.
B. Effective October 1, 1994, L & F Products Inc.,
but not after the closing date of the sale of
assets of L & F Products Inc. on or about December
30, 1994.
C. Effective October 1, 1994, the UPT Facilities
Group of Eastman Kodak Company.
D. Effective October 1, 1994, the Nano Systems
Division of Eastman Kodak Company.
(2.20) Employment Commencement Date. "Employment Commencement
Date" shall mean the date on which the Employee first
performed an Hour of Service with a member of the Kodak
Control Group.
(2.21) Final Earnings. "Final Earnings" shall mean the
Participant's highest average annual Regular Earnings
earned in any three consecutive years of service within
the ten-year period immediately preceding his Severance
From Group Date, his Severance From Employer Date (but
only if he incurs a Severance From Employer Date as a
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result of ceasing to be a Salaried Employee and if he
thereafter remains an Employee with the Sterling
Control Group) or his Annuity Starting Date, whichever
is earliest. If the Participant does not have at least
three consecutive years of service within the ten-year
period immediately preceding the applicable date,
"Final Earnings" shall mean the Participant's average
annual Regular Earnings earned during whatever number
of consecutive years of service he completes within the
ten-year period. A Participant's consecutive years of
service shall be determined for purposes of this
Section (2.21) of Appendix I without regard to any
Break in Service (other than a Break in Service that
results in a forfeiture of his accrued Vesting Service
pursuant to Subsection (2.45)(C) of Appendix I) that
the Participant may incur during the ten-year period
immediately preceding the applicable date. Whenever a
determination of a Participant's Accrued Benefit,
Accrued Benefit Derived From Employee Contributions, or
Accrued Benefit Derived From Employer Contributions is
to be made as of the Participant's Severance From
Employer Date, the determination of Final Earnings
shall be made for this purpose as of the date specified
in this Section (2.21) of Appendix I, even if such date
is later than the Participant's Severance From Employer
Date.
(2.22) Hour of Service. "Hour of Service" shall mean an hour
for which an Employee is paid, or entitled to payment,
for the performance of duties for any member of the
Kodak Control Group.
(2.23) Hourly Plan. "Hourly Plan" shall mean the terms and
provisions of the Retirement Plan for Hourly Employees
of Sterling Drug Inc., the Retirement Plan for Hourly
Employees of Sterling Drug Inc. (ICWU), and, as of
January 1, 1983, the Retirement Income Plan for Hourly
Employees of the Lehn & Fink Division of Sterling Drug
Inc., as those terms and provisions may be amended from
time to time.
(2.24) Kodak Control Group. "Kodak Control Group" shall mean
Eastman Kodak Company and those affiliates which are
members of its controlled group of corporations within
the meaning of Section 414(b), or members of a
controlled group of trades or businesses with Eastman
Kodak Company under Section 414(c), of the Internal
Revenue Code. For all purposes of this Appendix I, the
Sterling Control Group shall, prior to the date Eastman
Kodak Company acquired the Corporation, be deemed to
constitute part of the Kodak Control Group.
(2.25) Lump Sum Present Value. "Lump Sum Present Value" shall
mean the actuarially equivalent value of a
Participant's retirement benefits payable at his Normal
Retirement Date in the normal form set forth
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in Section (7.01) of Appendix I or the actuarially
equivalent value of his surviving spouse's or dependent
parent's Survivor's Benefit payable as a life annuity
at his Normal Retirement Date (or, in the case of a
dependent parent, the first day of the month next
following the Participant's death), such actuarial
equivalence to be determined by assuming that the
benefits will be paid in the form of a single lump sum
distribution on the date as of which the determination
of Lump Sum Present Value is being made and by
discounting all future payments: (i) for interest at
the rate adopted by the Pension Benefit Guaranty
Corporation to value immediate annuities for plans
terminating as of the first day of the Plan Year in
which falls the date as of which the determination of
Lump Sum Present Value is being made, and (ii) for
mortality on the basis of the UP-1984 Mortality Table.
(2.26) Normal Retirement Date. "Normal Retirement Date" as to
each Participant shall mean:
A. Other than in the case of a Salaried Employee
described in Subsection (2.26)(B) of Appendix I,
the first day of the month coincident with or next
following his 65th birthday;
B. If a Salaried Employee becomes a Participant on a
date that falls after the 60th anniversary of his
birth and does not benefit from Subsection
(2.15)(C)(7) of Appendix I (or does so benefit but
first entered a defined benefit plan maintained by
a member of the Sterling Control Group and
specified in Subsection (2.15)(C)(7) of Appendix I
after the 60th anniversary of his birth), the
first day of the month that is four years and six
months after the date he becomes a Participant.
(2.27) Old Plan. "Old Plan" shall mean the Retirement Pension
Plan as published by the Corporation from time to time
prior to March 1, 1962, as it applied to Salaried
Employees and as it was administered under Contract AC
392 and Contract GR 462 prior to March 1, 1962.
(2.28) Old Salaried Plan. "Old Salaried Plan" shall mean the
Retirement Plan for Salaried Employees of Sterling Drug
Inc. as published by the Corporation from time to time
on or after March 1, 1962 and prior to January 1, 1976,
as it applied, as a continuation on a revised basis of
the Old Plan, to Salaried Employees during such period.
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(2.29) Other Pensions. "Other Pensions" shall mean the yearly
amount of any pensions which a Participant is eligible
or may become eligible to receive under a defined
benefit plan which relates to his employment with any
member of the Sterling Control Group (or with a
predecessor or acquired company) to the extent that
such employment is taken into account as Credited
Service pursuant to Section (2.15) of Appendix I,
exclusive of the retirement benefits payable to him
under the Sterling Salaried Program and under the
Sterling Drug Inc. Foreign Service Pension Plan;
provided, however, that such pensions shall constitute
Other Pensions only to the extent that they are
attributable to service completed prior to the most
recent date the Participant becomes eligible to
participate in the Sterling Salaried Program. A
Participant's yearly amount of pensions shall be
determined by KRIPCO as of his Annuity Starting Date as
the actual amount which he is or will become entitled
to receive under the applicable pension plan or plans,
payable in the normal form without regard to any
payment options thereunder, but not in excess of the
amount which he would have been entitled to receive at
his Normal Retirement Date; provided, however, that if
the amount of pension is payable from a plan which does
not qualify under Section 401(a) of the Internal
Revenue Code, the amount of the pension shall be
determined by KRIPCO as of such time as he becomes a
Participant and, if the amount is payable in a currency
other than United States dollars, shall be converted
into United States dollars as of such time as he
becomes a Participant at the exchange rate then used by
the Corporation for translating compensatory amounts
payable in such currency into United States dollars for
Federal personal income tax reporting purposes.
(2.30) Participant. "Participant" shall mean any Salaried
Employee who is or becomes covered under the Sterling
Salaried Program in accordance with the provisions of
Part III of Appendix I.
(2.31) Participant's Contributions. "Participant's
Contributions" shall mean, with respect to any
Participant, the contributions, if any, required to be
made to the Sterling Salaried Program by the
Participant and deducted from his Regular Earnings in
accordance with Section (3.03) of Appendix I.
(2.32) Past Service Annuity. "Past Service Annuity" shall
mean the yearly amount of retirement benefits, if any,
which is to be paid to a Participant, who entered the
Sterling Salaried Program as of the register date
(December 1, 1941) or such other date as the
Corporation may have authorized from time to time, on
account of service from age 35 or date of hire,
whichever was later, to the
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date on which his initial participation in the Sterling
Salaried Program occurred. Past Service Annuity shall
not include any Special Past Service Annuity.
(2.33) Reemployment Commencement Date. "Reemployment
Commencement Date" shall mean the first date, following
a Severance From Group Date, on which an Employee
performs an Hour of Service.
(2.34) Regular Earnings. "Regular Earnings" shall mean base
pay earned by a Participant for his service with the
Kodak Control Group, as well as all overtime pay, all
bonuses paid on a non-deferred basis in the calendar
year in which awarded, whether paid in the form of cash
or stock of the Corporation or Eastman Kodak Company
(other than the granting or exercising of options to
purchase stock of the Corporation or Eastman Kodak
Company), and, solely in the case of salesmen, all
commissions (including any portion of any such amounts
hereinbefore specified which is contributed pursuant to
a salary reduction agreement to a profit-sharing plan
which is maintained by the Kodak Control Group and
which qualifies under Sections 401(a) and 401(k) of the
Internal Revenue Code); provided that any other type of
additional compensation, such as shift differentials
and the value of prizes and other contest awards, shall
not be included in Regular Earnings; and further
provided that any amounts (unless hereinbefore
specifically included) that are not currently payable
to the Participant shall not be included in Regular
Earnings; and further provided that in the case of any
bonus that is includible in Regular Earnings and that
is paid in the form of stock of the Corporation or
Eastman Kodak Company, the value of that stock on the
date the bonus is awarded to the Participant shall be
the amount taken into account in determining Regular
Earnings; and further provided that if a Participant's
pay is discontinued or reduced during any period of
temporary absence approved by a member of the Kodak
Control Group (such as from sickness, accident,
military service or leave of absence), he shall be
deemed, for the purpose of computing Regular Earnings,
to have earned base pay during the initial twelve
months of such period at the same rate at which he was
earning base pay for his latest regular pay period
ended prior to the commencement of such absence. If a
Participant receives some or all of his base pay, or
some or all of any of his additional compensation which
is included in Regular Earnings pursuant to this
Section (2.34) of Appendix I, in a currency other than
United States dollars, then the foreign currency shall
be translated into United States dollars for purposes
of the Sterling Salaried Program as of the time that
such base pay or additional compensation is paid to
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the Participant at the exchange rate then used by the
Corporation for translating compensatory amounts
payable in such currency into United States dollars for
Federal personal income tax reporting purposes.
(2.35) Salaried Employee. "Salaried Employee" shall mean an
Employee who (A) is paid a stated salary at periodic
intervals or who is otherwise classified by an
Employer, in accordance with uniform and consistently
applied personnel guidelines, as a salaried-paid
employee, and (B) for periods prior to January 1, 1989,
is in the employment and on the United States payroll
(within the meaning of that term as used in Subsection
(2.15)(C)(2)(d) of Appendix I) of an Employer or, for
periods beginning on or after January 1, 1989, (1) is a
United States citizen or a United States resident alien
(as that term is defined pursuant to Section 7701(b) of
the Internal Revenue Code), and (2) is employed by an
Employer and is not covered by a defined benefit plan
which is maintained by one or more members of the
Sterling Control Group for Puerto Rican-based Employees
and which qualifies under Section 401(a) of the
Internal Revenue Code.
(2.36) Severance from Employer Date. "Severance from Employer
Date" shall mean the earlier of:
A. The date on which a Salaried Employee quits,
retires from or is discharged by an Employer,
dies, or ceases to be a Salaried Employee who is
or could be eligible to participate in the
Sterling Salaried Program but remains an Employee;
or
B. The first anniversary of the first date of a
period in which a Salaried Employee remains absent
from service (with or without pay) with an
Employer for a reason other than quit, retirement,
discharge or death (such as vacation, holiday,
sickness, disability, leave of absence or lay-off)
or, if later than such first anniversary, the date
of which Credited Service ceases to be granted
pursuant to Subsections (2.15)(C)(4), (2.15)(C)(5)
and (2.15)(C)(6) of Appendix I.
(2.37) Severance From Group Date. "Severance From Group Date"
shall mean the earlier of:
A. The date on which an Employee quits, retires from
or is discharged by the Kodak Control Group, or
dies; or
B. The first anniversary of the first date of a
period in which an Employee remains absent from
service (with or without pay) with the Kodak
Control Group for a reason other than quit,
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retirement, discharge or death (such as vacation,
holiday, sickness, disability, leave of absence or
lay-off) or, if applicable, either (i) the second
anniversary of the first date of a period which
begins on or after January 1, 1985 and in which an
Employee remains absent from service (with or
without pay) with the Kodak Control Group solely
by reason of pregnancy, the birth of a child, the
placement of a child in connection with the
adoption of that child, or the caring of a child
during the period immediately following the
child's birth or placement for adoption (provided
that the period between the first and second
anniversaries of such date shall be excluded from
the calculation of Vesting Service pursuant to
Section (2.45) of Appendix I and from the
calculation of employment pursuant to Section
(3.01) of Appendix I), or (ii) if later than such
first or second anniversary, the date as of which
Credited Service ceases to be granted pursuant to
Subsections (2.15)(C)(4), (2.15)(C)(5) and
(2.15)(C)(6) of Appendix I.
(2.38) Social Security Benefit. "Social Security Benefit"
shall mean the portion of the yearly Primary Insurance
Amount which a Participant is eligible or may become
eligible to receive under the provisions of the Federal
Social Security Act (as it is in effect on his
Severance From Employer Date) which is attributable to
service for the Employer and which is determined by
KRIPCO in accordance with uniformly applied and
nondiscriminatory rules adopted by it and in accordance
with the following assumptions:
A. A Participant's eligibility to receive a Primary
Insurance Amount shall be determined on the basis
of his coverage under the Federal Social Security
Act and not on the basis of his actual entitlement
to be paid benefits thereunder, so that a
Participant may be considered eligible to receive
a Primary Insurance Amount even though he fails to
make proper and timely application for Social
Security benefits and even though he never
actually receives, by reason of death or
otherwise, payment of any Social Security
benefits.
B. With respect to a Participant's period of
employment with the Employer, KRIPCO may utilize
an estimated earnings history (computed by means
of projecting backward a salary scale that
reflects year-to-year changes in average wages as
determined by the Social Security Administration)
in determining the Participant's Primary Insurance
Amount; provided, however, that any Participant
who has Credited Service on or after
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January 1, 1984 may, within a reasonable period of
time after the date of his Severance From Employer
Date or the date KRIPCO notifies him of the
retirement benefits to which he is entitled under
the Sterling Salaried Program, provide KRIPCO with
the actual earnings history for his period of
employment with the Employer, in which event
KRIPCO shall utilize those actual earnings in
determining the Participant's Primary Insurance
Amount;
C. If a Participant dies prior to his Normal
Retirement Date while currently employed by the
Employer, or if a Participant takes early
retirement in accordance with the provisions of
Subsection (4.02)(B) of Appendix I and chooses an
Annuity Starting Date which falls before his
Normal Retirement Date, KRIPCO shall determine his
Primary Insurance Amount on the assumption that
the Participant is not or will not be gainfully
employed on or after his Severance From Employer
Date and that payment of his Social Security
benefits will commence on the later of: (i) the
62nd anniversary of his date of birth, or (ii) his
Annuity Starting Date (if he takes early
retirement) or date of death:
D. If a Participant has a Severance From Employer
Date prior to attaining age 55, or if a
Participant has a Severance From Employer Date on
or after attaining age 55 but before his Normal
Retirement Date and either he does not qualify for
early retirement pursuant to the provisions of
Subsection (4.02)(B) of Appendix I or he elects
early retirement but does not choose an Annuity
Starting Date which falls before his Normal
Retirement Date, KRIPCO shall determine his
Primary Insurance Amount on the assumption that
the Participant will continue to be employed by
the Employer until his Normal Retirement Date at
his rate of Regular Earnings as in effect on his
Severance From Employer Date.
If a Participant has service in a foreign country and
receives Credited Service therefor in accordance with
Subsection (2.15)(C)(2) of Appendix I, and if the
Participant elects to provide KRIPCO with his actual
earnings history in accordance with Subsection
(2.38)(B) of Appendix I, then his Social Security
Benefit shall equal the sum of his yearly Primary
Insurance Amount, determined in accordance with the
foregoing provisions of this Section (2.38) of Appendix
I, plus the yearly amount, if any, of any foreign
public or governmental pension benefit which is the
foreign equivalent of the Primary Insurance Amount
under the Federal Social Security Act and
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November 1, 1995
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which the Participant is eligible or may become
eligible to receive, such yearly amount to be
determined as of the date the Participant transfers out
of service in the particular foreign country on the
basis of the provisions of the applicable foreign law
as in effect on that date and by converting the foreign
currency in which such yearly amount is payable into
United States dollars at the exchange rate then used by
the Corporation for translating compensatory amounts
payable in such currency into United States dollars for
Federal personal income tax reporting purposes.
(2.39) Special Past Service. "Special Past Service" shall
mean:
A. In the case of a Salaried Employee who elected to
participate in the Old Plan or the Old Salaried
Plan on or before September 2, 1967, the aggregate
number of full years, with any balance of months
(computed to the nearest month with any fractional
part of a month of 15 days or less being
disregarded) included as a fraction of a year, in
a Salaried Employee's periods of regular, full-
time service with an Employer (or with a
predecessor or acquired company) for which
earnings were received after the Salaried
Employee's 35th birthday or the day which is six
months after his latest date of employment as a
regular full-time Salaried Employee, whichever is
later, and prior to the date he became a
contributing Participant under the Old Plan or the
Old Salaried Plan, excluding any such periods
which have been included as Credited Service;
provided, however, that except to the extent
provided in Subsection (2.39)(B) of Appendix I,
any Salaried Employee who was eligible prior to
March 1, 1957, to participate in the Old Plan but
did not elect to participate in the Old Plan or
the Old Salaried Plan prior to September 3, 1967,
shall not be entitled to any Special Past Service.
B. In the case of a Salaried Employee who elected to
participate in the Old Salaried Plan after
September 2, 1967 and prior to September 3, 1975,
the aggregate number of full years with any
balance of months (computed to the nearest month
with any fractional part of a month of 15 days or
less being disregarded) included as a fraction of
a year, in a Salaried Employee's periods of
regular, full-time service with an Employer (or
with a predecessor or acquired company) for which
earnings were received after (i) September 2,
1967, or (ii) the Salaried Employee's 35th
birthday, or (iii) the date which is six months
after his latest date of employment as a
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regular, full-time Salaried Employee, whichever is
latest, and prior to the date he became a
contributing Participant under the Old Salaried
Plan, excluding any such periods which have been
included as Credited Service; provided, however,
that any Salaried Employee who was eligible, prior
to March 1, 1957, to participate in the Old Plan
but did not elect to participate in the Old Plan
or the Old Salaried Plan prior to September 3,
1975, shall not be entitled to any Special Past
Service.
C. With respect to a Participant whose employment
with an Employer terminated prior to January 1,
1976, Special Past Service as determined in
accordance with the terms of the Old Plan or the
Old Salaried Plan as in effect at the date of such
termination.
(2.40) Special Past Service Annuity. "Special Past Service
Annuity" shall mean the yearly amount of retirement
benefits, if any, which is to be paid to a Participant
who was eligible to participate in the Old Plan prior
to March 1, 1957, and elected before or after that
date, but not later than September 2, 1975, to
participate in the Old Plan or the Old Salaried Plan
and which is calculated, with respect to Participants
retiring on or after January 1, 1976, on the basis of a
fixed percentage of such Participant's Final Earnings
multiplied by the Participant's years of Special Past
Service. With respect to Participants who retire prior
to January 1, 1976, any Special Past Service Annuity
shall be calculated in accordance with the provisions
of the Old Salaried Plan as then in effect.
(2.41) Sterling Control Group. "Sterling Control Group" shall
mean Sterling Winthrop Inc. and those affiliates which
are members of its controlled group of corporations
within the meaning of Section 414(b), or members of a
controlled group of trades or businesses with Sterling
Winthrop Inc. under Section 414(c), of the Internal
Revenue Code. Sterling Control Group shall not,
however, include Eastman Kodak Company or any member of
the Kodak Control Group (other than Sterling Winthrop
Inc. and its affiliates in which Sterling Winthrop Inc.
possesses a direct or indirect ownership interest)
which, on or after the date Eastman Kodak Company
acquired the Corporation are members of a controlled
group of corporations with Sterling Winthrop Inc.
within the meaning of Section 414(b), or members of a
controlled group of trades or businesses with Sterling
Winthrop Inc. under Section 414(c), of the Internal
Revenue Code.
(2.42) Sterling Drug Inc. Retirement Plan for Salaried
Employees. The "Sterling Drug Inc. Retirement Plan for
Salaried Employees" shall mean the Sterling Drug Inc.
Retirement Plan for Salaried Employees
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as published by the Corporation from time to time after
December 31, 1975 and prior to January 1, 1989, as it
applied, as a continuation on a revised basis of the
Old Salaried Plan, to Salaried Employees during such
period.
(2.43) Sterling Salaried Program. "Sterling Salaried Program"
shall mean this Appendix I, the Sterling Drug Inc.
Retirement Plan for Salaried Employees, the Old
Salaried Plan, and the Old Plan considered as a single
continuing program for the provision of retirement
benefits for Salaried Employees, which program was,
prior to January 1, 1989, a separate pension plan but
is, on and after January 1, 1989 as a result of a
merger intended to satisfy the requirements of Section
414(l) of the Internal Revenue Code, part of the Plan.
(2.44) Vested Participant. "Vested Participant" shall mean,
with respect to a Participant who has a Severance From
Group Date at any time on or after January 1, 1988, any
Participant who has (i) completed at least five years
of Vesting Service, (ii) attained his 65th birthday
while actively participating in the Sterling Salaried
Program (if the Participant's Normal Retirement Date is
the date specified in Subsection (2.26)(A) of Appendix
I) or attained his Normal Retirement Date while
actively participating in the Sterling Salaried Program
(if the Participant's Normal Retirement Date is the
date specified in Subsection (2.26)(B) of Appendix I),
or (iii) been actively participating in the Sterling
Salaried Program on such date as the Plan may be
terminated or, if the Participant is directly affected,
partially terminated; provided, however, that a
Participant described in Clause (iii) of this Section
(2.44) of Appendix I shall be deemed a Vested
Participant solely to the extent that such
Participant's Accrued Benefit has been funded as of the
date of any such termination of the Plan. With respect
to a Participant who has a Severance From Group Date
prior to January 1, 1988, the determination of whether
a Participant is a Vested Participant shall be made in
accordance with the terms of the Old Plan, the Old
Salaried Plan, or the Sterling Drug Inc. Retirement
Plan for Salaried Employees as in effect at the time of
such termination.
(2.45) Vesting Service. "Vesting Service" shall mean the
aggregate number of years and days of a Participant's
employment with members of the Kodak Control Group,
which shall be considered in the determination of such
Participant's status as a Vested Participant,
calculated as follows:
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November 1, 1995
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A. A Participant's Vesting Service shall be the
period (measured in years and days) from his
Employment Commencement Date to his Severance From
Group Date; provided, however, that the following
periods shall be excluded from the calculation of
Vesting Service:
(1) Any period during which an Employee was
eligible to participate in the Sterling
Salaried Program, or in any other defined
benefit plan maintained by a member of the
Kodak Control Group, but elected not to do
so;
(2) The period commencing on a Participant's
Employment Commencement Date and ending on
the day prior to his 18th birthday; and
(3) Any period of Break in Service.
B. Any provision of Subsection (2.45)(A) of Appendix
I to the contrary notwithstanding, in the event
that an Employee who has a Severance From Group
Date by reason of a quit, discharge or retirement
has a Reemployment Commencement Date within twelve
months of such Severance From Group Date, then the
period commencing on such Employee's Severance
From Group Date to his Reemployment Commencement
Date shall be included in such Employee's Vesting
Service; provided, however, that if such Employee
had absented himself from service for a reason
other than quit, discharge or retirement prior to
such Severance From Group Date, then his
Reemployment Commencement Date must occur within
twelve months of the date on which he was first
absent from service in order for the period
commencing on his Severance From Group Date and
ending on the day prior to his Reemployment
Commencement Date to be included in computing such
Employee's Vesting Service.
C. Any Employee who is not a Vested Participant and
who has a Break in Service of at least twelve
months shall forfeit the period of Vesting Service
which he had accrued prior to his Severance From
Group Date if the period of his Break in Service,
as of any date prior to January 1, 1985, equals or
exceeds the period of Vesting Service which he had
accrued prior to his Severance From Group Date or,
as of any date on or after January 1, 1985, equals
or exceeds the greater of five years or the period
of Vesting Service which he had accrued prior to
his Severance From Group Date (with Vesting
Service to be determined for purposes of this
Subsection
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November 1, 1995
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(2.45)(C) of Appendix I by disregarding any period
of Vesting Service which the Participant has
previously forfeited by reason of any prior Break
in Service).
D. Each other Employee who has a Break in Service
shall have the period of Vesting Service which he
had accrued prior to his Severance From Group Date
restored in determining his rights and benefits
under the Sterling Salaried Program.
E. Any other provision of the Sterling Salaried
Program to the contrary notwithstanding, for
purposes of calculating a Participant's Vesting
Service, a transfer from an Employer to another
member of the Kodak Control Group or any foreign
subsidiaries of members of the Kodak Control
Group, or a later transfer among members of such
Kodak Control Group or foreign subsidiaries
thereof to an Employer, shall not be considered a
Break in Service.
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November 1, 1995
Appendix I
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III. ELIGIBILITY AND PARTICIPATION
(3.01) Eligibility to Participate
A. Each Salaried Employee who was participating in
the Sterling Salaried Program as of December 31,
1984 will continue to be covered under the
Sterling Salaried Program subject to the further
provisions thereof.
B. Each Salaried Employee who, as of January 1, 1985,
meets the conditions of Subsection (3.01)(C) of
Appendix I will be eligible to participate in the
Sterling Salaried Program on January 1, 1985.
C. Except as otherwise provided in Subsections
(3.01)(D) and (3.01)(F) of Appendix I, each other
Salaried Employee will be eligible to participate
in the Sterling Salaried Program as of the first
day of the month coincident with or next
succeeding the date upon which he has either:
(1) Attained his 30th birthday and completed any
period, commencing on or after his Employment
Commencement Date, of not less than six
months of employment with a member of the
Kodak Control Group, or
(2) Attained his 21st birthday, but not his 30th
birthday, and completed any period,
commencing on or after his Employment
Commencement Date, of not less than twelve
months of employment with a member of the
Kodak Control Group.
D. A Salaried Employee who has an Employment
Commencement Date (or Reemployment Commencement
Date in the case of a Salaried Employee who must
satisfy the conditions of Subsection (3.01)(F) of
Appendix I before again becoming eligible to
participate in the Sterling Salaried Program) on
or after January 1, 1988 shall be eligible to
participate in the Sterling Salaried Program in
accordance with the provisions of Subsection
(3.01)(C) of Appendix I even if he has attained
age 60 or any later age as of his Employment
Commencement Date (or Reemployment Commencement
Date); provided, however, that a Salaried Employee
who has an Employment Commencement Date (or
Reemployment Commencement Date in the case of a
Salaried Employee who must satisfy the conditions
of Subsection (3.01)(F) of Appendix I before again
becoming eligible to participate in the Sterling
Salaried Program) prior to
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November 1, 1995
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January 1, 1988 shall not be eligible to
participate in the Sterling Salaried Program if he
had attained his 60th birthday or any later age
as of his Employment Commencement Date (or
Reemployment Commencement Date) unless he
completes at least one Hour of Service on or after
January 1, 1988, in which event he shall be
eligible to participate in the Sterling Salaried
Program as of January 1, 1988 or, if later, the
first day of the month coincident with or next
succeeding the date upon which he satisfies the
conditions for eligibility specified in Subsection
(3.01)(C) of Appendix I.
E. Any provision of Subsection (3.01)(C) of Appendix
I to the contrary notwithstanding, in the event
that a Salaried Employee who has a Severance From
Group Date by reason of a quit, discharge or
retirement has a Reemployment Commencement Date
within twelve months of such Severance From Group
Date, then the period commencing on such Salaried
Employee's Severance From Group Date and ending on
his Reemployment Commencement Date shall be
included in computing such Salaried Employee's
eligibility to participate in the Sterling
Salaried Program; provided, however, that if such
Salaried Employee was absent from service for a
reason other than quit, discharge or retirement
prior to such Severance From Group Date, then his
Reemployment Commencement Date must occur within
twelve months of the date on which he was first
absent from service in order for the period
commencing on his Severance From Group Date and
ending on the day prior to his Reemployment
Commencement Date to be included in computing such
Salaried Employee's eligibility to participate in
the Sterling Salaried Program.
F. If a Participant who is not a Vested Participant
has a Break in Service of at least twelve months
and if the period of his Break in Service, as of
any date prior to January 1, 1985, equals or
exceeds the period of his employment with members
of the Kodak Control Group accrued prior to his
Severance From Group Date or, as of any date on or
after January 1, 1985, equals or exceeds the
greater of five years or the period of his
employment with members of the Kodak Control Group
accrued prior to his Severance From Group Date, he
shall not again be eligible to participate in the
Sterling Salaried Program until the later of the
date he again becomes a Salaried Employee or
completes such period, commencing on his
Reemployment Commencement Date, as he would have
been required to complete as a condition of
participation pursuant to Subsection (3.01)(C) of
Appendix I had his Reemployment Commencement Date
been his Employment Commencement Date.
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November 1, 1995
Appendix I
Page 25 of 73
G. Any other Participant who has a Severance From
Employer Date shall be eligible to participate in
the Sterling Salaried Program on the date he again
becomes a Salaried Employee.
H. Prior to January 1, 1983, any Salaried Employee
who was employed by the Lehn & Fink Division of
the Corporation or a subsidiary operated as a part
of that Division ("Lehn & Fink") was ineligible to
participate in the Sterling Salaried Program
unless he was expressly declared eligible to
participate by the committee charged with
administering the Sterling Salaried Program at
that time. As of January 1, 1983, any Salaried
Employee employed by L & F Products Division of
the Corporation was eligible to participate in the
Sterling Salaried Program in accordance with
Addendum B.
(3.02) Participation by Eligible Employees
A. Each Salaried Employee who was employed prior to
March 1, 1957 and who became eligible to
participate in the Sterling Salaried Program prior
to January 1, 1976, in accordance with the
provisions of the Old Plan or the Old Salaried
Plan then in effect, could elect to join the
Sterling Salaried Program when he first became
eligible or on the first day of any subsequent
month.
B. Each Salaried Employee who was employed on or
after March 1, 1957 and prior to January 1, 1976
and who became eligible to participate in the
Sterling Salaried Program prior to January 1,
1976, in accordance with the provisions of the Old
Plan or the Old Salaried Plan then in effect, was
required to join the Sterling Salaried Program
when he first became eligible.
C. Each Salaried Employee who became eligible to
participate in the Sterling Salaried Program on or
after January 1, 1976 and prior to January 1,
1986, in accordance with the provisions of the
Sterling Drug Inc. Retirement Plan for Salaried
Employees then in effect, was required to join the
Sterling Salaried Program when he first became
eligible to participate therein; provided,
however, that if he became eligible prior to his
35th birthday, he was free to elect to defer
joining the Sterling Salaried Program until his
35th birthday in accordance with the terms and
provisions of the Sterling Drug Inc. Retirement
Plan for Salaried Employees as from time to time
in effect; and further provided, however, that if
he was not yet participating in the Sterling
Salaried Program as of December 31, 1985, he was
required to join the Sterling Salaried Program on
January 1, 1986.
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November 1, 1995
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D. Each Salaried Employee who becomes eligible to
participate in the Sterling Salaried Program on or
after January 1, 1986, in accordance with the
provisions of the Sterling Drug Inc. Retirement
Plan for Salaried Employees or this Appendix I as
then in effect, is required to join the Sterling
Salaried Program when he first becomes eligible to
participate therein.
E. Each Salaried Employee shall, at the time he is
first employed by an Employer, complete an
acceptance card pursuant to which he acknowledges
his obligation, upon becoming eligible to
participate in the Sterling Salaried Program, to
join the Sterling Salaried Program in accordance
with the terms and provisions thereof as from time
to time in effect.
F. Each Salaried Employee who was participating in
the Sterling Salaried Program as of December 31,
1975 or who joins the Sterling Salaried Program at
any time on or after January 1, 1976 must continue
to participate in the Sterling Salaried Program so
long as he remains a Salaried Employee.
(3.03) Participant's Contributions
A. Prior to the first payroll period that began in
the 1986 Plan Year, each Participant was required
to make contributions to the Sterling Salaried
Program, by means of payroll deductions from his
Regular Earnings, in accordance with the terms and
provisions of the Old Plan, the Old Salaried Plan,
or the Sterling Drug Inc. Retirement Plan for
Salaried Employees, as from time to time in
effect.
B. At no time on or after the first day of the first
payroll period that began in the 1986 Plan Year
shall a Participant be required to make any
contributions to the Sterling Salaried Program.
C. Any other provision of the Sterling Salaried
Program to the contrary notwithstanding, a
Participant who made contributions to the Sterling
Salaried Program pursuant to Subsection (3.03)(A)
of Appendix I shall at all times be 100 percent
vested in his Participant's Contributions.
BENEFIT PLAN 1R.01
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November 1, 1995
Appendix I
Page 27 of 73
IV. RETIREMENT BENEFITS
(4.01) Benefits at Normal Retirement Date
A. The retirement benefits payable to any Participant
who retired from the active service of an Employer
on or before January 1, 1989 were determined in
accordance with the terms of the Sterling Salaried
Program as then in effect.
B. Subject to the provisions of Subsections
(4.01)(D), (6.01)(C) and (6.01)(D) of Appendix I,
each Participant who retires from the active
service of an Employer at his Normal Retirement
Date and after January 1, 1989 will be eligible
for a yearly Normal Retirement Benefit, commencing
on his Normal Retirement Date, equal to an amount
determined under (1) or (2) below, whichever is
greater:
(1) An amount equal to the sum of (i) the excess
of (aa) 52 percent of the Participant's Final
Earnings over (bb) one-half (1/2) his Social
Security Benefit, such excess to be
multiplied by the ratio that his years of
Credited Service bear to his Credited Service
Denominator and thereafter to be reduced by
subtracting therefrom the total amount of his
Other Pensions, if any, plus (ii) with
respect to each Participant who was eligible
to participate in the Old Plan prior to March
1, 1957 and elected before or after that
date, but not later than September 2, 1975,
to participate in the Old Plan or the Old
Salaried Plan, a Special Past Service Annuity
in an amount equal to one-half percent (1/2%)
of the Participant's Final Earnings
multiplied by his years of Special Past
Service.
(2) An amount determined by multiplying
(a) the Participant's years of Credited
Service, less the total amount of his
Other Pensions, if any. Solely for
purposes of this Subsection (4.01)(B)(2)
of Appendix I a Participant shall
receive one-half (1/2) year of Credited
Service for each year, with any balance
of months (computed to the nearest month
with any fractional part of a month of
15 days or less being disregarded)
included as a fraction of a year, in
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November 1, 1995
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a Salaried Employee's period of full-
time service with an Employer (or with a
predecessor or acquired company) for
which earnings were received after the
earlier of (x) or (y), where (x) is the
date upon which the Salaried Employee
had attained his 25th birthday, but not
his 30th birthday, and completed a
period, commencing on his Employment
Commencement Date (assuming for purposes
of this Subsection (4.01)(B)(2) of
Appendix I that his Employment
Commencement Date was the first date
upon which he performed an Hour of
Service for an Employer), of not less
than twelve months of employment with an
Employer, and (y) is the date upon which
the Salaried Employee had attained his
30th birthday, but not his 65th
birthday, and completed a period,
commencing on his Employment
Commencement Date (as defined in (x)
above), of not less than six months of
employment with an Employer, and prior
to the date he became a Participant
under the Sterling Salaried Program, by
(b) an amount determined from whichever of
the following tables applies:
(i) for each Salaried Employee who, on
or after February 1, 1992, performs
an Hour of Service for a member of
the Kodak Control Group other than
the L & F Products Division of the
Corporation or a subsidiary
operated as a part of that
Division, the table is:
If Final Earnings Are Amount
Under $19,760 $288 ($24.00 per month)
$19,761 to $21,632 $300 ($25.00 per month)
$21,633 and over $312 ($26.00 per month)
(ii) for each Salaried Employee who is not described in
(i), the table is:
If Final Earnings Are Amount
Under $17,680 $252 ($21.00 per month)
$17,680 to $19,551 $264 ($22.00 per month)
$19,552 and over $274 ($23.00 per month)
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November 1, 1995
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C. Any other provision of the Sterling Salaried
Program to the contrary notwithstanding, in the
case of a Vested Participant who has attained the
age of 55, such Participant's Normal Retirement
Benefit shall not be less than the highest Normal
Retirement Benefit which would have been payable
to such Participant in accordance with the
provisions of Subsection (4.02)(B) of Appendix I
if he had elected early retirement at any time
when he was eligible therefor and deferred his
Annuity Starting Date until his Normal Retirement
Date.
D. A Participant's Normal Retirement Benefit and
Accrued Benefit shall be determined in accordance
with the following provisions:
(1) In addition to other applicable limitations
which may be set forth in the Sterling
Salaried Program and notwithstanding any
other provision of the Sterling Salaried
Program to the contrary, a Participant's
annual Regular Earnings shall not exceed
$150,000, adjusted for changes in the cost of
living as provided in Section 401(a)(17) of
the Internal Revenue Code to the limit
effective January 1 of the Plan Year in which
the annual period begins, for the purpose of
calculating the Participant's Normal
Retirement Benefit or Accrued Benefit
(including the right to any optional benefit
provided under the Sterling Salaried Program)
for any Plan Year beginning on or after
January 1, 1994.
(2) If a Participant's annual Regular Earnings
for any twelve-month period beginning before
January 1, 1994, is reduced by (1) above, the
Participant's benefit will equal the greater
of the following benefits:
(a) The sum of the amounts determined in
Step 2 and Step 3 of (3) below; or
(b) The amount determined in Step 4 of (3)
below.
(3) For each affected Participant, the following
amounts shall be determined:
Step 1: The Participant's December 31, 1993
Accrued Benefit. The Participant's
December 31, 1993 Accrued Benefit
is the greater of the following
amounts:
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November 1, 1995
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(1) The Participant's Accrued Benefit
as of April 4, 1989 without regard
to the provisions of this
Subsection (4.01)(D) of Appendix I;
provided, however, that the Accrued
Benefit of any Participant who is a
"highly compensated employee"
within the meaning of Section
414(q) of the Internal Revenue Code
will be reduced to the extent that
any portion of that Accrued Benefit
accrued between January 1, 1989 and
April 4, 1989 with respect to
annual Regular Earnings in excess
of $200,000.
(2) The Participant's Accrued Benefit
as of December 31, 1993, calculated
as if he had terminated employment
as of that date by taking into
account all Credited Service as of
December 31, 1993 and limiting
annual Regular Earnings for all
twelve-month periods to $235,840.
Step 2: The Participant's December 31, 1993
Accrued Benefit Adjusted for
Increases in the limitation under
Code section 401(a)(17). Multiply
the amount determined in Step 1 by
the following ratio: the
Participant's current Final
Earnings (limiting annual Regular
Earnings for any twelve-month
period to the Code section
401(a)(17) limit in effect on the
first day of the Plan Year in which
the twelve-month period begins)
divided by the Participant's Final
Earnings as of December 31, 1993
(limiting Regular Earnings for any
twelve-month period beginning after
December 31, 1988, and before
January 1, 1994, to $235,840).
Step 3: The Participant's post-1993
Accruals. The Participant's
Accrued Benefit for periods after
1993 calculated by taking into
account Credited Service for
periods after 1993 and limiting
annual Regular Earnings for any
twelve-month period beginning after
December 31, 1993, to the Code
section 401(a)(17) limit in effect
on the first day of the Plan Year
in which the twelve-month period
begins.
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November 1, 1995
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Step 4: The Participant's Accrued Benefit
in Accordance with Subsections
(4.01)(B) and (4.01)(C) of Appendix
I. The Participant's Accrued
Benefit calculated by taking into
account all Credited Service and
limiting annual Regular Earnings
for all twelve-month periods to the
Code section 401(a)(17) limit in
effect on the first day of the Plan
Year in which the twelve-month
period begins.
(4.02) Early Retirement Benefits
A. In the case of any Participant who retired from
the active service of an Employer prior to January
1, 1989, or any Participant who had a Severance
From Group Date prior to January 1, 1989, at a
time when he was a Vested Participant under the
terms of the Old Plan, the Old Salaried Plan, or
the Sterling Drug Inc. Retirement Plan for
Salaried Employees as then in effect, and who does
not again participate in the Sterling Salaried
Program, the eligibility of any such Participant
for early retirement benefits, and the amount of
early retirement benefits payable to any such
Participant, were determined in accordance with
the terms of the Old Plan, the Old Salaried Plan
or the Sterling Drug Inc. Retirement Plan for
Salaried Employees as then in effect.
B. On or after January 1, 1989, any Vested
Participant may elect to retire from active
service at any time on or after attaining his 55th
birthday but before his Normal Retirement Date.
If a Vested Participant elects early retirement,
he shall be entitled to a yearly Normal Retirement
Benefit computed in accordance with Section (4.01)
of Appendix I which shall commence on his Normal
Retirement Date or on any date prior thereto which
is the first day of a month, which is elected by
the Vested Participant within the immediately
preceding 90-day period, and which is not more
than ten years prior to his Normal Retirement
Date. Any Vested Participant who, on or after
January 1, 1989 and prior to attaining his 55th
birthday, has a Severance From Group Date may
elect to have the Accrued Benefit to which he is
entitled in accordance with Part VI of Appendix I
commence as of the first day of any month which is
elected by the Vested Participant within the
immediately preceding 90-day period and which is
not more than ten years prior to his Normal
Retirement Date. If a Vested Participant elects
an Annuity Starting Date prior to his 62nd
birthday in accordance with this Subsection
(4.02)(B) of
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Appendix I, the Participant's yearly Normal
Retirement Benefit shall be reduced by 3 percent
for each year, and proportionately for each month,
by which his Annuity Starting Date precedes the
first day of the month coincident with or next
following his 62nd birthday.
(1) If the Participant has a Severance From Group
Date prior to attaining his 62nd birthday,
and if the Annuity Starting Date elected by
the Participant is on or after his 62nd
birthday, and if the Participant does not
perform an Hour of Service on or after
January 1, 1992 for a member of the Kodak
Control Group other than the L & F Products
Division of the Corporation or a subsidiary
operated as a part of that Division, the
Participant's yearly Normal Retirement
Benefit shall be reduced by 2 percent for
each year, and proportionately for each
month, by which his Annuity Starting Date
precedes his Normal Retirement Date;
(2) If the Annuity Starting Date elected by the
Participant is prior to his 62nd birthday,
the Participant's yearly Normal Retirement
Benefit shall be reduced by 3 percent for
each year, and proportionately for each
month, by which his Annuity Starting Date
precedes either his Normal Retirement Date
or, if the Participant performs an Hour of
Service on or after January 1, 1992 for a
member of the Kodak Control Group other than
the L & F Products Division of the
Corporation or a subsidiary operated as a
part of that Division, the first day of the
month coincident with or next following his
62nd birthday.
(4.03) Benefits at Late Retirement Date
A. A Participant may defer his retirement from the
active service of an Employer until any date after
his Normal Retirement Date that the Participant,
upon written notice to the Employer, elects;
provided, however, that the Employer may, to the
extent permitted by any applicable state or
Federal age discrimination law, require a
Participant to retire as of his Normal Retirement
Date or any date before or after his Normal
Retirement Date.
B. If a Participant deferred his retirement until
after his Normal Retirement Date in accordance
with Subsection (4.03)(A) of Appendix I and
retired from the active service of an
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Employer prior to January 1, 1987, the retirement
benefits payable to him were determined in
accordance with the terms of the Sterling Drug
Inc. Retirement Plan for Salaried Employees, the
Old Salaried Plan or the Old Plan as then in
effect.
C. If a Participant defers his retirement until after
his Normal Retirement Date in accordance with
Subsection (4.03)(A) of Appendix I and retires
from the active service of an Employer on or after
January 1, 1987, he shall be entitled to the
greater of:
(1) A yearly Normal Retirement Benefit computed
as of his Severance From Employer Date in
accordance with the terms and provisions of
Subsection (4.01)(B) of Appendix I in effect
on such date, with payment commencing on the
first day of the month coincident with or
next following his Severance From Employer
Date; or
(2) A yearly Normal Retirement Benefit computed
as of his Normal Retirement Date in
accordance with the terms and provisions of
Subsection (4.01)(B) of Appendix I in effect
on such date, with payment commencing on the
first day of the month coincident with or
next following his Severance From Employer
Date; provided, however, that the portion of
such Normal Retirement Benefit that is equal
to the Participant's Accrued Benefit Derived
From Employee Contributions, if any (computed
without regard to the Participant's
contributions, if any, utilized to purchase
annuities under Contract AC 392 on or before
May 14, 1962) shall be increased so as to be
of equivalent actuarial value to a benefit
immediately payable at the Participant's
Normal Retirement Date, such actuarial
adjustment to be made on the basis of the UP-
1984 Mortality Table without age setbacks and
with interest at five percent (5%) as
specified in Section 3.05 of Revenue Ruling
76-47 (or on the basis of such other general
actuarial factors as may be specified in the
comparable section of any governmental ruling
or regulation which supersedes Revenue Ruling
76-47); and further provided that the portion
of such Normal Retirement Benefit, if any,
that is represented by annuities purchased
for the Participant under Contract AC 392 on
or before May 14, 1962 shall be increased so
as to include any increments that may result
from deferred payment of such annuities.
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November 1, 1995
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D. Notwithstanding any other provision of this
Section (4.03) of Appendix I, if a Participant is
a key employee within the meaning of Section
416(i)(1)(A)(iii) of the Internal Revenue Code
with respect to the Plan Year in which he attains
70-1/2 years of age before January 1, 1988, or if
the Participant attains age 70-1/2 on or after
January 1, 1988, and if the Participant does not
retire at any time during that Plan Year in
accordance with Subsection (4.03)(A) of Appendix
I, then even though he continues to be employed,
the Participant shall be deemed to have retired as
of the close of that Plan Year in accordance with
Subsection (4.03)(A) of Appendix I and shall
commence to receive his Normal Retirement Benefit,
computed in accordance with Subsection (4.03)(C)
of Appendix I on the assumption that the date on
which he is deemed to have retired is the date
that he actually retires and in a form determined
pursuant to Part VII of Appendix I, on the first
day of the immediately succeeding Plan Year (so
that in no event whatsoever will payment of such a
Participant's Normal Retirement Benefit, as so
computed, commence to be made to him later than
April 1 of the Plan Year immediately succeeding
the Plan Year in which he attains age 70-1/2, and
so that no Survivor's Benefit will be payable
pursuant to Part V of Appendix I in the event of
the Participant's death), subject to the following
conditions:
(1) If the Participant remains employed after he
begins to receive his Normal Retirement
Benefit pursuant to this Subsection (4.03)(D)
of Appendix I, then once the Participant
actually retires from the active service of
an Employer, his Normal Retirement Benefit
shall be recalculated as of his Severance
From Employer Date in accordance with
Subsection (4.03)(C) of Appendix I, and the
larger of (i) the Normal Retirement Benefit
as so recalculated, or (ii) the Normal
Retirement Benefit previously being paid to
him pursuant to this Subsection (4.03)(D) of
Appendix I, shall be adjusted pursuant to
Subsection (4.03)(D)(2) of Appendix I and
shall commence, in the same form pursuant to
Part VII of Appendix I as benefits were paid
prior to his Severance From Employer Date, on
the first day of the month coincident with or
next following his Severance From Employer
Date; and
(2) in accordance with whatever regulations, if
any, which may be promulgated under Section
411(b)(1)(H) of the Internal Revenue Code,
the Participant's Normal Retirement Benefit
determined in accordance with
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Subsection (4.03)(D)(1) of Appendix I shall
be adjusted by offsetting from it the
actuarial equivalent of the benefits that
were paid to the Participant from the
Sterling Salaried Program prior to his
Severance From Employer Date (using the
general actuarial factors specified in
Section 3.05 of Revenue Ruling 76-47, or any
governmental ruling or publication
superseding that ruling).
(4.04) Primary Limitation on Benefits
A. In no event shall a Participant's annual benefit
exceed, at any time during a Plan Year, the lesser
of:
(1) $90,000 as adjusted as of January 1 of the
1986 calendar year and each calendar year
thereafter (with respect to the Plan Year
coinciding with each such calendar year) for
increases in the cost of living by the
Secretary of the Treasury or his delegate; or
(2) 100% of the Participant's average total
earnings from the Kodak Control Group for his
three most highly-compensated consecutive
calendar years (or, if the Participant has
been employed for less than three consecutive
calendar years, his average total earnings
for the actual number of consecutive calendar
years of his employment).
For the purposes of this Section (4.04) and
Section (4.05) of Appendix I, a Participant's
"annual benefit" shall mean that portion of
the yearly retirement benefit which the
Participant is entitled to receive under the
Sterling Salaried Program, payable either as
a straight life annuity in accordance with
Subsection (7.01)(A) of Appendix I or, if the
Participant is married and his spouse is
designated Contingent Annuitant, as a
qualified joint and survivor annuity in
accordance with Subsection (7.01)(B) of
Appendix I or Subsection (7.02)(A)(1) of
Appendix I, which is attributable solely to
employer contributions (such portion of his
yearly retirement benefit to be determined in
a manner similar to the manner for
determining his Accrued Benefit Derived From
Employer Contributions). If the
Participant's yearly retirement benefit is
payable in a form other than one of the forms
specified in the preceding sentence, it shall
be adjusted for purposes of this Subsection
(4.04)(A) of Appendix I to be the
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Actuarial Equivalent of a straight life
annuity beginning at the same age. If a
Participant has, in addition to participation
in the Sterling Salaried Program,
participated in one or more other defined
benefit plans maintained by the Kodak Control
Group (including participation under the
remainder of the Plan) which qualify under
Section 401 of the Internal Revenue Code
(without regard to whether such a plan has
been terminated), his "annual benefit" shall
be computed by taking into account his yearly
retirement benefits from all such other
plans.
For the purposes of this Section (4.04) and
Section (4.05) of Appendix I, a Participant's
"total earnings" shall mean all compensatory
amounts paid or made available to the
Participant by the Kodak Control Group for
personal services rendered by the
Participant, excluding therefrom: (i) any
compensatory amounts which are payable for
the benefit of the Participant rather than
directly to him and which are excluded from
the Participant's gross income for Federal
income tax purposes, including any amounts
contributed to the Sterling Salaried Program
or any other retirement plan; (ii) any
compensatory amounts which are realized for
Federal income tax purposes upon the exercise
of a non-statutory stock option granted by
the Corporation or Eastman Kodak Company or
upon the disposition of stock acquired under
a qualified or incentive stock option granted
by the Corporation or Eastman Kodak Company;
and (iii) any compensatory amounts which are
realized for Federal income tax purposes upon
the release from escrow of restricted stock
awarded by the Corporation or Eastman Kodak
Company.
For the purposes of this Section (4.04) and
Section (4.05) of Appendix I, the definition
of the term "Kodak Control Group" in Section
(2.24) of Appendix I shall be modified by
applying Section 415(h) of the Internal
Revenue Code in conjunction with Section
414(b) of the Internal Revenue Code.
B. If at any time the limitation specified in
Subsection (4.04)(A) of Appendix I would otherwise
be exceeded, then the Participant's rate of
benefit accrual under the Sterling Salaried
Program shall automatically be reduced to the
extent necessary to insure that the limitation is
not in fact exceeded.
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November 1, 1995
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C. If a Participant has less than 10 years of Vesting
Service at the time he begins to receive his
retirement benefits under the Sterling Salaried
Program, then the monetary limitations specified
in Subsections (4.04)(A)(1) and (2) of Appendix I
shall, as applied to such Participant, be reduced
by multiplying such limitations by a fraction, the
numerator of which is the Participant's period of
Vesting Service and the denominator of which is
10.
D. Any provision of Subsection (4.04)(A) of Appendix
I to the contrary notwithstanding, if a
Participant's annual benefit commences to be paid
before he attains age 62, it shall not exceed the
Actuarial Equivalent of a yearly retirement
benefit in the amount of the monetary limitation
specified in Subsection (4.04)(A)(1) of Appendix I
commencing at age 62 (if such limitation is lower
than the limitation specified in Subsection
(4.04)(A)(2) of Appendix I). In no event,
however, shall such Actuarial Equivalent be less
than $75,000. Any provision of Subsection
(4.04)(A) of Appendix I to the contrary
notwithstanding, if a Participant's annual benefit
commences to be paid after he attains age 65, it
shall not exceed the Actuarial Equivalent of a
yearly retirement benefit in the amount of the
monetary limitation specified in Subsection
(4.04)(A)(1) of Appendix I commencing at age 65
(if such limitation is lower than the limitation
specified in Subsection (4.04)(A)(2) of Appendix
I).
E. With respect to any Participant who was
participating under the Sterling Drug Inc.
Retirement Plan for Salaried Employees on December
31, 1982, no provision of this Section (4.04) of
Appendix I shall at any time or in any manner
operate to reduce the Participant's Accrued
Benefit as of December 31, 1982, determined in
accordance with the provisions of the Sterling
Drug Inc. Retirement Plan for Salaried Employees
in effect on July 1, 1982, to an amount less than
what it was on December 31, 1982. If a
Participant's Accrued Benefit as of December 31,
1982 is sufficient in amount to benefit from the
protection of this Subsection (4.04)(E) of
Appendix I, then that Accrued Benefit shall be the
multiplier of 1.25 in determining the denominator
of the defined benefit plan fraction under
Subsection (4.05)(A) of Appendix I rather than the
amount specified in Subsection (4.04)(A)(1) of
Appendix I, but only for so long as that Accrued
Benefit exceeds such amount.
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November 1, 1995
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(4.05) Secondary Limitation on Benefits
A. In the case of a Participant who is also a
participant in a defined contribution plan
maintained by the Kodak Control Group which
qualifies under Section 401 of the Internal
Revenue Code, the sum of the defined benefit plan
fraction and the defined contribution plan
fraction for any calendar year, determined as of
the close of the calendar year, shall not exceed
1. In the event the sum of such fractions would
otherwise exceed 1, the Participant's rate of
benefit accrual under the Sterling Salaried
Program shall automatically be reduced to the
extent necessary to ensure that the sum of such
fractions does not in fact exceed 1.
For the purposes of this Subsection (4.05)(A) of
Appendix I, the "defined benefit plan fraction"
for any calendar year means a fraction, the
numerator of which is the projected annual benefit
of the Participant, such projected annual benefit
to be determined as of the close of the calendar
year and to be computed on the assumption that
the Participant will continue in employment with
the Kodak Control Group until age 65 and that all
other relevant factors used to compute benefits,
including compensation, will remain constant, and
the denominator of which is the lesser of (i) the
product of 1.25 multiplied by the limitation
specified in Subsection (4.04)(A)(1) of Appendix I
applicable to the calendar year, or (ii) the
product of 1.4 multiplied by the limitation
specified in Subsection (4.04)(A)(2) of Appendix I
determined as of the close of the calendar year.
For the purposes of this Subsection (4.05)(A) of
Appendix I, the "defined contribution plan
fraction" for any calendar year means a fraction,
the numerator of which is the sum, determined as
of the close of the calendar year, of the
aggregate annual additions under the defined
contribution plan for all calendar years, and the
denominator of which is the sum of the maximum
allowable amounts for the calendar year and for
all prior calendar years of the Participant's
employment with the Kodak Control Group (whether
or not the defined contribution plan was in
existence during all of those years). The "annual
addition" for any calendar year is the sum of the
following contributions made under the defined
contribution plan on the Participant's behalf: (i)
employer contributions (including forfeitures in
lieu thereof), (ii) employee contributions made
pursuant to a salary reduction agreement, (iii)
for calendar years before 1987, the lesser of
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one-half of the employee contributions made
pursuant to payroll deductions or that portion of
the employee contributions made pursuant to
payroll deductions which is in excess of six
percent (6%) of his total earnings for the
calendar year, and (iv) for calendar years after
1986, employee contributions made pursuant to
payroll deductions. The "maximum allowable
amount" for any calendar year is the lesser of (i)
the product of 1.25 multiplied by the dollar
limitation applicable to that year under Section
415(c)(1)(A) of the Internal Revenue Code, or (ii)
the product of 1.4 multiplied by twenty-five
percent (25%) of the Participant's total earnings
for that year. If the Participant has
participated in more than one defined contribution
plan maintained by the Kodak Control Group
(without regard to whether such a plan has been
terminated), the numerator shall include the sum
of all annual additions for all calendar years
under all such defined contribution plans.
(4.06) Suspension of Benefits Upon Reemployment
A. In the event that an individual who is receiving,
or who is eligible to receive, retirement benefits
or benefits at termination of employment under the
Sterling Salaried Program accumulates 40 or more
Hours of Service during any calendar month after
his Severance From Group Date, the payment of
benefits to such individual will, subject to the
provisions of Subsections (4.06)(B) through
(4.06)(E) of Appendix I, be suspended during that
month, each succeeding month in which he
accumulates 40 or more Hours of Service, and until
such date as payments are to resume in accordance
with the provisions of Subsection (4.06)(C) of
Appendix I.
B. The portion of an individual's benefits which will
be suspended pursuant to Subsection (4.06)(A) of
Appendix I shall be determined as follows:
(1) In the case of benefits being paid in the
form of a straight life annuity or a
qualified joint and survivor annuity, that
portion of the monthly benefits which is
derived from employer contributions will be
permanently withheld.
(2) In the case of benefits being paid in any
other form, the portion of the monthly
benefits which will be permanently withheld
shall equal the lesser of: (i) the portion
derived from employer contributions of the
amount of monthly benefits which would be
payable if the
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November 1, 1995
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individual had been receiving his benefits in
the form of a straight life annuity
commencing at his actual Annuity Starting
Date or (ii) the portion derived from
employer contributions of the actual amount
paid or scheduled to be paid to such
individual for such month.
C. In the event that payment of an individual's
benefits has been suspended pursuant to Subsection
(4.06)(A) of Appendix I, payment of such benefits
shall resume on the first day of the second
calendar month following a calendar month in which
the individual does not accumulate 40 or more
Hours of Service; provided that the individual has
filed with KRIPCO a written request for resumption
of benefits stating that he has ceased to
accumulate Hours of Service. The first payment
upon such resumption shall include the payment for
such month as well as the payments for any
intervening months since the individual's
cessation of employment, less any permissible
reduction pursuant to Subsection (4.06)(D) of
Appendix I.
D. Each payment made upon or after the resumption of
payments pursuant to Subsection (4.06)(C) of
Appendix I will be reduced by an amount equal to
no more than 25% of such payment until such time
as the aggregate amount of such reductions is
equal to the aggregate amount of any payments made
to the individual after he had accumulated 40
Hours of Service in a calendar month but prior to
the date on which payments were actually
suspended.
E. No payments shall be withheld unless KRIPCO shall
have notified the individual, in writing by hand
or certified mail, during the first calendar month
in which payments are withheld that his benefits
are being suspended. Such notice shall (i) state
the reason that benefits are being suspended, (ii)
describe in general terms the provisions of the
Sterling Salaried Program applicable to such
suspensions, (iii) be accompanied by a copy of
such provisions, (iv) describe the procedure for
obtaining a review of such suspension, (v)
describe the procedure for presenting a claim for
resumption of benefits, (vi) and, if any reduction
of future payments is to be made pursuant to
Subsection (4.06)(D) of Appendix I, identify the
periods with respect to which reductions will be
made, the amounts of the payments with respect to
which future reductions will be made, and the
manner in which such reductions will be made.
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(4.07) Permanent and Total Disability
A. A Participant who suffers a Permanent and Total
Disability shall continue to participate in the
Sterling Salaried Program as a Salaried Employee
during the period of his disability and, only for
the purposes of the Plan, shall be deemed not to
have incurred a Severance From Employer Date or a
Severance From Group Date as a result of his
disability. A disabled Participant shall, upon
attaining 65 years of age, take normal retirement
in accordance with Section (4.01) of Appendix I;
provided, however, that he may elect, upon or
after attaining 55 years of age, to take early
retirement in accordance with Section (4.02) of
Appendix I if the requirements of that Section are
fully satisfied; and further provided that he may
elect, upon attaining 65 years of age, to take
late retirement in accordance with Section (4.03)
of Appendix I. A disabled Participant who retires
under the Sterling Salaried Program pursuant to
this Subsection (4.07)(A) of Appendix I shall have
his retirement benefits computed by reference to
(i) the formulas in Subsection (4.01)(B) of
Appendix I as in effect on the Severance From
Employer Date which the Participant would have
incurred as a result of his disability but for the
operation of this Subsection (4.07)(A) of Appendix
I, and (ii) his Social Security Benefit and his
Final Earnings determined as of such Severance
From Employer Date (provided, however, that in
determining his Social Security Benefit he will be
deemed not to be gainfully employed pursuant to
Subsection (2.38)(D) of Appendix I during the
period of his Permanent and Total Disability). A
disabled Participant who dies during the period of
his Permanent and Total Disability and who is
entitled to Survivor's Benefit protection under
Part V of Appendix I shall have his Survivor's
Benefit computed (i) by reference to the
provisions of Part V of Appendix I as in effect on
the Severance From Employer Date which the
Participant would have incurred as a result of his
disability but for the operation of this
Subsection (4.07)(A) of Appendix I, and (ii)
otherwise in accordance with the rules herein
described for computing retirement benefits. If a
Participant who suffers a Permanent and Total
Disability recovers therefrom and resumes active
employment with the Employer, he shall continue to
participate in the Sterling Salaried Program after
his disability on the same basis as any other non-
disabled Salaried Employee. If, however, a
Participant who suffers a Permanent and Total
Disability recovers therefrom prior to retiring
under the Sterling Salaried Program pursuant to
this Subsection (4.07)(A) of Appendix I
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but does not resume active employment with the
Kodak Control Group, he shall be deemed to have
incurred a Severance From Employer Date and a
Severance From Group Date on the date his
Permanent and Total Disability ends, and his
retirement benefits shall be computed by reference
to (i) the formulas in Subsection (4.01)(B) of
Appendix I as in effect on the Severance From
Employer Date which the Participant would have
incurred as a result of his disability but for the
operation of this Subsection (4.07)(A) of Appendix
I, and (ii) his Social Security Benefit and his
Final Earnings determined as of such Severance
From Employer Date (provided, however, that in
determining his Social Security Benefit he will be
deemed not to be gainfully employed during the
period of his Permanent and Total Disability but
thereafter to be so employed in accordance with
Subsection (2.38)(D) of Appendix I).
B. For purposes of the Sterling Salaried Program,
"Permanent and Total Disability" shall mean any
period of continuous disability resulting from
injury or disease which constitutes a total
disability, however so identified and defined, for
purposes of the Sterling Drug Inc. Long Term
Disability Plan (whether or not the Participant is
a participant in the Sterling Drug Inc. Long Term
Disability Plan).
C. Any other provision of the Sterling Salaried
Program to the contrary notwithstanding, the
commencement of a disabled Participant's
retirement benefits under the Sterling Salaried
Program shall be deferred until the first day of
the month next following the date final payment is
made to the Participant of the disability
allowance to which he is entitled under the
Sterling Drug Inc. Long Term Disability Plan or
other Employer-funded disability plan.
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V. SURVIVOR'S BENEFIT
(5.01) Eligibility
A. If a Participant dies before his Annuity Starting
Date, is a Vested Participant and has been legally
married for a period of at least one year as of
the date of death and his spouse survives him,
then his surviving spouse shall be entitled to
receive an annual Survivor's Benefit. If a
Participant is not legally married as of the date
of death (or is but has not been legally married
for a period of at least one year as of the date
of death), and if the Participant has a living
parent dependent upon him who has been designated
by him as his sole Beneficiary pursuant to Section
(7.04) of Appendix I and who survives him, and if
the Participant is a Vested Participant who dies
on or after his 55th birthday while he is an
Employee or after taking early, normal or late
retirement in accordance with the provisions of
Section (4.01), (4.02) or (4.03) of Appendix I but
before his Annuity Starting Date, then his
surviving dependent parent shall be entitled to
receive an annual Survivor's Benefit.
B. If a Participant dies before his Annuity Starting
Date and without satisfying the requirements of
Subsection (5.01)(A) of Appendix I, then except as
otherwise provided in Subsection (7.03)(A) of
Appendix I, he shall forfeit all rights under the
Sterling Salaried Program and his Beneficiary
shall not be entitled to receive any benefits
under the Sterling Salaried Program by reason of
his death.
(5.02) Amount of Survivor's Benefit
A. If the surviving spouse or dependent parent of a
Participant is entitled to receive an annual
Survivor's Benefit pursuant to Subsection
(5.01)(A) of Appendix I, the amount of that annual
Survivor's Benefit shall be determined as follows:
(1) If the Participant has not incurred a
Severance From Group Date and has not,
therefore, become entitled to benefits
pursuant to Part IV or Part VI of Appendix I
prior to the date of death, the annual
Survivor's Benefit shall be a life annuity
equal to 50 percent of the Participant's
Accrued Benefit determined as of the earlier
of the date of death or the Participant's
Normal Retirement Date (with the product
reduced, in the case of a surviving spouse,
at the rate of 5/12 of 1 percent
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thereof per year for each month, or part
thereof, in excess of 120 that the age of the
Participant's spouse is less than the
Participant's age); provided, however, that
in no event shall the annual Survivor's
Benefit payable to a surviving spouse be less
than what would have been payable were such
Accrued Benefit paid in the form of a
Contingent Annuitant Option pursuant to
Subsection (7.02)(A)(1) of Appendix I with a
50 percent continuation to the surviving
spouse; and further provided that in no event
shall the annual Survivor's Benefit exceed
what would have been payable were the
Participant's Accrued Benefit (determined
solely for this purpose on the assumptions
that the Participant and the surviving spouse
or dependent parent lived until the
Participant's Normal Retirement Date and that
the Participant continued to receive Regular
Earnings until his Normal Retirement Date at
the same rate at which he was receiving
Regular Earnings for the latest regular pay
period ended prior to the date of his death,
provided that in the case of a salesman whose
base pay includes commissions, the amount of
such commissions to be included in his
Regular Earnings shall be the average amount
of such commissions received by him in all
his regular pay periods ending during the
twelve-month period immediately preceding the
earlier of the date of his death or the date
of commencement of a period of temporary
absence approved by the Employer and which is
terminated by his death) paid at his Normal
Retirement Date in the form of a Contingent
Annuitant Option pursuant to Subsection
(7.02)(A)(1) of Appendix I with a 50 percent
continuation to the surviving spouse or
dependent parent.
(2) If the Participant dies after incurring a
Severance From Group Date and becoming
entitled to benefits pursuant to Part IV or
Part VI of Appendix I, the annual Survivor's
Benefit shall be a life annuity equal to the
continuation that would have been payable if
the Participant's Accrued Benefit, determined
as of his Severance From Employer Date, were
paid in the form of a Contingent Annuitant
Option pursuant to Subsection (7.02)(A)(1) of
Appendix I with a 50 percent continuation to
his surviving spouse.
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(5.03) Payment of Survivor's Benefit
A. The annual Survivor's Benefit shall be payable on
a monthly basis throughout the lifetime of the
Participant's surviving spouse or dependent
parent. Except as otherwise provided in this
Subsection (5.03)(A) or in Subsection (5.03)(C) of
Appendix I, payment of the annual Survivor's
Benefit to a surviving spouse shall commence on
the later of the Participant's Normal Retirement
Date or the first day of the month next following
the date of the Participant's death and shall end
on the first day of the month in which the
surviving spouse dies. However, the surviving
spouse may elect in writing to have payment of the
annual Survivor's Benefit commence prior to the
Participant's Normal Retirement Date, on the first
day of the month next following the later of the
55th anniversary of the Participant's birth or the
date of the Participant's death, provided that
KRIPCO receives an appropriate written election
from the surviving spouse at least 30 (but not
more than 90) days before the date of commencement
of payment, and further provided that in this
event any calculation of the Contingent Annuitant
Option made for purposes of determining the
minimum benefit under Subsection (5.02)(A)(1) of
Appendix I or the benefit under Subsection
(5.02)(A)(2) of Appendix I shall be based on the
ages of the Participant and his surviving spouse
as of the date of commencement of payment. Except
as otherwise provided in Subsection (5.03)(C) of
Appendix I, payment of the annual Survivor's
Benefit to a surviving dependent parent shall
commence on the first day of the month next
following the date of the Participant's death and
shall end on the first day of the month in which
the dependent parent dies.
B. If the amount of an annual Survivor's Benefit is
determined pursuant to the provisions of
Subsection (5.02)(A)(1) of Appendix I and if the
payment thereof commences prior to the
Participant's Normal Retirement Date, the
percentage reductions specified in Subsections
(4.02)(B)(1) and (4.02)(B)(2) of Appendix I shall
not be applied. If the amount of an annual
Survivor's Benefit is determined pursuant to the
provisions of Subsection (5.02)(A)(2) of Appendix
I and if payment thereof commences prior to the
Participant's Normal Retirement Date, the
percentage reductions specified in Subsection
(4.02)(B)(1) and (4.02)(B)(2) of Appendix I shall
be applied.
C. If, determined as of the first day of the month
next following the Participant's death, the Lump
Sum Present Value of an annual Survivor's Benefit
does not exceed $3,500, a single
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lump sum distribution shall be made to the
surviving spouse or dependent parent in an amount
equal to that Lump Sum Present Value, with payment
to be made on the first day of the month next
following the Participant's death.
D. Upon the death of a surviving spouse or dependent
parent who is entitled to receive an annual
Survivor's Benefit, the excess, if any, of all of
the Participant's Contributions, together with
Credited Interest, over the aggregate payments of
the annual Survivor's Benefit actually made to the
surviving spouse or dependent parent shall be
distributable in accordance with the provisions of
Section (7.04) of Appendix I
E. In no event shall an annual Survivor's Benefit be
payable unless and until KRIPCO receives due proof
of the Participant's death and evidence
satisfactory to it of the eligibility and age of
the Participant's surviving spouse or dependent
parent.
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VI. BENEFITS AT TERMINATION OF EMPLOYMENT
(6.01) Benefits at Termination of Employment
A. In the case of a Participant who terminated his
employment with an Employer prior to January 1,
1976 and who does not again participate in the
Sterling Salaried Program, his eligibility for
benefits, and the amount thereof, are determined
in accordance with the terms of the Old Plan or
the Old Salaried Plan as in effect at the time he
terminated his employment, unless some other
provision of the Sterling Salaried Program by its
own terms expressly and unequivocally applies to
Participants who terminated employment when he
did. Likewise, in the case of a Participant who
had a Severance From Group Date on or after
January 1, 1976 but before January 1, 1988 and who
does not again participate in the Sterling
Salaried Program, his eligibility for benefits,
and the amount thereof, are determined in
accordance with the terms of the Sterling Drug
Inc. Retirement Plan for Salaried Employees as in
effect at the time of his Severance From Group
Date, unless some other provision of the Sterling
Salaried Program that is effective after his
Severance From Group Date is, by its own terms,
expressly and unequivocally made applicable to
Participants who incurred a Severance From Group
Date when he did.
B. If a Participant has a Severance From Group Date
on or after January 1, 1988 and prior to his
Normal Retirement Date, and if the Participant
does not qualify for early retirement pursuant to
the provisions of Subsection (4.02)(B) of Appendix
I, then he shall be entitled to receive retirement
benefits in an amount and payable as follows:
(1) If the Participant is a Vested Participant,
he shall be entitled to his Accrued Benefit
determined as of his Severance From Employer
Date and payable at his Normal Retirement
Date in a form specified by Part VII of
Appendix I;
(2) If the Participant is not a Vested
Participant, he shall be entitled to his
Accrued Benefit Derived From Employee
Contributions, if any, determined as of his
Severance From Employer Date and payable at
his Normal Retirement Date in a form
specified by Part VII of Appendix I;
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(3) If the Participant files a written election
form with KRIPCO within 90 days following the
date such form is provided to him, the
Participant can elect to receive a cash
refund in an amount equal to his
Participant's Contributions, if any, plus
Credited Interest or, if KRIPCO consents, to
have such cash refund transferred to any
trustee of a plan which is qualified under
Section 401(a) of the Internal Revenue Code
and which is designated by the Participant.
Any election pursuant to this Subsection
(6.01)(B)(3) of Appendix I shall be
denominated for purposes of the Sterling
Salaried Program as an election of Option A
and shall, if a cash refund is to be paid
directly to the Participant and if the
Participant is legally married as of the date
of payment, be effective only if his spouse
consents thereto in the manner specified in
Subsection (7.02)(C) of Appendix I. If a
Participant makes an election of Option A,
payment of the cash refund shall be made as
soon as administratively feasible after
KRIPCO's receipt of that election. Once
payment has been made pursuant to a
Participant's election of Option A and if the
Participant does not again participate in the
Sterling Salaried Program, then: (i) if the
Participant is not a Vested Participant, no
further benefits shall be payable to him from
the Sterling Salaried Program, (ii) if the
Participant is a Vested Participant, he shall
be entitled to receive his Accrued Benefit
Derived From Employer Contributions
determined as of his Severance From Employer
Date and payable at his Normal Retirement
Date in a form specified by Part VII of
Appendix I.
C. If, determined as of the date 60 days after the
close of the Plan Year in which the Participant
incurs a Severance From Group Date or as of such
earlier payment date as may be selected by KRIPCO
as being administratively feasible, the Lump Sum
Present Value of the retirement benefits to which
a Participant is entitled pursuant to Subsection
(6.01)(B)(1) or (2) of Appendix I does not exceed
$3,500, then a single lump sum distribution shall
be made to the Participant in an amount equal to
that Lump Sum Present Value, such distribution to
be made on the payment date used to determine that
Lump Sum Present Value.
D. If a Participant has a Severance From Group Date
and thereafter has a Reemployment Commencement
Date and again participates in the Sterling
Salaried Program, and if the
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Participant forfeits his Credited Service in
accordance with the provisions of Subsection
(2.15)(G) of Appendix I, then the following
provisions shall apply:
(1) If the Participant elected Option A of
Subsection (6.01)(B) of Appendix I and
received a refund pursuant thereto, then he
will have no further right to his Accrued
Benefit Derived From Employee Contributions,
if any, determined as of his Severance From
Employer Date, he will forfeit any possible
entitlement to his Accrued Benefit Derived
From Employer Contributions determined as of
his Severance From Employer Date, and his
rights to any further Accrued Benefit from
the Sterling Salaried Program shall be
determined solely with respect to Credited
Service completed after his Reemployment
Commencement Date.
(2) If the Participant did not elect Option A of
Subsection (6.01)(B) of Appendix I and did
not receive a refund pursuant thereto, then
he will forfeit any possible entitlement to
his Accrued Benefit Derived From Employer
Contributions determined as of his Severance
From Employer Date, and his rights to any
further Accrued Benefit from the Sterling
Salaried Program shall be determined solely
with respect to Credited Service completed
after his Reemployment Commencement Date.
However, he will retain the right to his
Accrued Benefit Derived From Employee
Contributions, if any, determined as of his
Severance From Employer Date, with such
amount to be payable in addition to (but
pursuant to the same terms and conditions as)
whatever Accrued Benefit he becomes entitled
to with respect to Credited Service completed
after his Reemployment Commencement Date.
E. If a Participant has a Severance From Group Date
and thereafter has a Reemployment Commencement
Date and again participates in the Sterling
Salaried Program, and if the Participant does not
forfeit his Credited Service in accordance with
the provisions of Subsection (2.15)(G) of Appendix
I, then the following provisions shall apply:
(1) The Participant's rights to any Accrued
Benefit from the Sterling Salaried Program
shall be determined with respect to all of
his Credited Service, both that completed
before and after his Reemployment
Commencement Date.
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(2) If the Participant elected Option A of
Subsection (6.01)(B) of Appendix I and
received a refund pursuant thereto, then he
will have no further right to his Accrued
Benefit Derived From Employee Contributions
determined as of his Severance From Employer
Date, with the amount thereof to be
subtracted from the amount of the Accrued
Benefit to which he becomes entitled after
his Reemployment Commencement Date; provided,
however, that within two years of the date
upon which he again becomes a Salaried
Employee, the Participant may elect to repay
to the Trust Fund an amount equal to the cash
refund received pursuant to Option A plus
interest thereon from the date the refund is
made to the date repayment is made, such
interest to be compounded annually from the
date the refund is made and to be computed at
the rate of one hundred twenty percent (120%)
of the Federal mid-term rate in effect under
Section 1274(d) of the Internal Revenue Code
for the first month of the Plan Year in which
repayment is made, in which event the
Participant shall retain the right to his
Accrued Benefit Derived From Employee
Contributions determined as of his Severance
From Employer Date and shall, therefore, earn
rights to an Accrued Benefit in accordance
with Subsection (6.01)(E)(1) of Appendix I
without the reduction specified by this
Subsection (6.01)(E)(2) of Appendix I.
F. If a Participant has a Severance From Group Date
and receives a lump sum payment in accordance with
Subsection (6.01)(C) of Appendix I, and if the
Participant thereafter again becomes a Salaried
Employee and participates in the Sterling Salaried
Program, then he will have no further right to his
Accrued Benefit determined as of his Severance
From Employer Date, and his rights to any
additional Accrued Benefit from the Sterling
Salaried Program shall be determined solely with
respect to Credited Service completed after he
again becomes a Salaried Employee; provided,
however, that if he was not a Vested Participant
as of his Severance From Group Date and does not
forfeit his Credited Service in accordance with
the provisions of Subsection (2.15)(G) of Appendix
I, then within two years of the date upon which he
again becomes a Salaried Employee, the Participant
may elect to repay to the Trust Fund an amount
equal to the lump sum payment received in
accordance with Subsection (6.01)(C) of Appendix I
plus interest thereon from the date payment was
made to the date repayment is made, such interest
to be compounded annually from the date payment
was
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made and to be computed at the rate of one hundred
twenty percent (120%) of the Federal mid-term rate
in effect under Section 1274(d) of the Internal
Revenue Code for the first month of the Plan Year
in which repayment is made, in which event the
Participant's rights to any Accrued Benefit from
the Sterling Salaried Program shall be determined
with respect to all of his Credited Service, both
that completed before and after his Reemployment
Commencement Date.
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VII. FORMS OF RETIREMENT BENEFIT PAYMENTS
(7.01) Normal Form of Payment of Retirement Benefits
A. The normal form of the retirement benefits payable
pursuant to Part IV of Appendix I to a Participant
who is not legally married as of his Annuity
Starting Date shall be an annuity payable to the
Participant throughout his lifetime. The first
payment shall be made on the Participant's Annuity
Starting Date and subsequent payments shall be
made on the first day of each month thereafter.
The payments will terminate with the last payment
preceding such Participant's death, subject to the
payment of death benefits, if any, in accordance
with Subsection (7.03)(B) of Appendix I.
B. Normal Forms For Married Participants. The normal
form of the retirement benefits payable pursuant
to Part IV of Appendix I to a Participant who is
legally married as of his Annuity Starting Date
shall be as follows:
(1) Normal Form for Qualified Married
Participants: If the Participant has been
legally married to his spouse throughout the
12-month period preceding his Annuity
Starting Date, the normal form of the
retirement benefits payable pursuant to Part
IV of Appendix I shall be an annuity payable
to the Participant throughout his lifetime,
with a provision that after his death an
annuity in an amount equal to 45 percent of
the amount payable to the Participant during
his lifetime shall be payable to his spouse,
if then surviving, throughout the spouse's
lifetime; provided, however, that the amount
of the annuity payable to the surviving
spouse shall be reduced at the rate of 5/12
of 1 percent thereof for each month, or part
thereof, in excess of 120 that the age of the
Participant's spouse is less than the
Participant's age; and further provided that
the amount of the annuity payable to the
surviving spouse shall in no event be less
than the amount of the annuity which would be
payable to the surviving spouse had the
Contingent Annuitant Option set forth in
Subsection (7.02)(A)(1) of Appendix I been
elected with a 50 percent continuation to the
Contingent Annuitant.
(2) Normal Form for Non-Qualified Married
Participants: Any provision of Subsection
(7.01)(B)(1) of Appendix I to the contrary
notwithstanding, if a Participant is legally
married as of his Annuity Starting Date but
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either (i) he has not been legally married to
his spouse throughout the 12 month period
preceding his Annuity Starting Date, or (ii)
he has a Severance From Group Date prior to
his 55th birthday, or (iii) he fails to
qualify for early retirement in accordance
with the provisions of Subsection (4.02)(B)
of Appendix I, then the normal form of the
retirement benefits payable pursuant to Part
IV of Appendix I to such Participant shall be
an annuity determined on the basis that the
Participant designates his surviving spouse
as Contingent Annuitant and elects to receive
his retirement benefits in the form of the
Contingent Annuitant Option set forth in
Subsection (7.02)(A)(1) of Appendix I with a
50 percent continuation to the Contingent
Annuitant.
(3) The first payment of the normal form of
retirement benefits for any married
Participant shall be made on the
Participant's Annuity Starting Date, and
subsequent payments shall be made on the
first day of each month thereafter. The
payments will terminate with the last payment
preceding the later of the Participant's or
his surviving spouse's death, subject to the
payment of death benefits, if any, in
accordance with Subsection (7.03)(B) of
Appendix I.
C. Within a reasonable period of time before a
Participant's Annuity Starting Date, KRIPCO shall
notify each Participant of his right to elect an
optional form for payment of his retirement
benefits in accordance with Section (7.02) of
Appendix I. As part of this notification, KRIPCO
will furnish a written explanation which explains
the terms and conditions of the various optional
forms of payment and which explains:
(1) the terms and conditions of the single life
annuity specified in Subsection (7.01)(A) of
Appendix I and of the joint and survivor
annuities specified in Subsection (7.01)(B)
of Appendix I, including their automatic
application should a Participant not elect an
optional form pursuant to Section (7.02) of
Appendix I;
(2) if a Participant is legally married as of his
Annuity Starting Date, the right of his
spouse to consent or not to consent to the
Participant's election out of the applicable
joint and survivor annuity specified in
Subsection (7.01)(B) of Appendix I; and
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(3) the Participant's right to revoke any
election out of the applicable normal form
specified in Subsection (7.01)(A) or
(7.01)(B) of Appendix I.
D. If, determined as of his Annuity Starting Date,
the Lump Sum Present Value of a Participant's
retirement benefits does not exceed $3,500, then a
single payment of that Lump Sum Present Value to
the Participant shall be made on his Annuity
Starting Date. If the monthly retirement benefit
payable to a Participant or his Contingent
Annuitant in the normal form set forth in
Subsection (7.01)(A) or (7.01)(B) of Appendix I
would be less than $10 per month, the benefit
shall be paid at such intervals as will make each
monthly payment amount to at least $10.
(7.02) Optional Forms of Payment of Retirement Benefits
A. Within the 90 day period preceding his Annuity
Starting Date, a Participant may, subject to the
conditions and restrictions set forth in
Subsection (7.02)(C) and subject to the provisions
of Subsection (7.01)(D) of Appendix I, file a
written election with KRIPCO electing out of the
normal form of payment of retirement benefits
otherwise applicable to him pursuant to Section
(7.01) of Appendix I and electing any one of the
following optional forms of payment of retirement
benefits:
(1) Contingent Annuitant Option: Under this
optional form, monthly retirement benefits of
a reduced amount will be made to the retired
Participant while living and, after his
death, payments will be continued in the same
amount or in a reduced amount to a Contingent
Annuitant, provided such Contingent Annuitant
is then surviving. The payments will
terminate with the last payment due preceding
the second death, subject to the payment of a
death benefit, if any, in accordance with
Subsection (7.03)(B) of Appendix I.
(2) Life Annuity-Period Certain Option: Under
this optional form, monthly retirement
benefits of a reduced amount will be made to
the retired Participant while living and will
terminate with the last payment due prior to
his death or the end of the Period Certain,
whichever is later. Payments will be made to
the Participant while living and, after his
death, any payments becoming due will be made
to the Beneficiary authorized to receive
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such payments in accordance with Section
(7.04) of Appendix I. The Period Certain
shall be a period of 60 months or 120 months,
whichever is designated by the Participant,
provided that in no event shall the stated
period exceed the joint life expectancy of
the Participant and his Beneficiary
determined as of the Annuity Starting Date.
(3) Level Income Option: Under this optional
form, monthly early retirement benefits will
be made to the retired Participant who
retires prior to his 62nd birthday providing
for the adjustment of his early retirement
benefits to produce, insofar as practicable,
a level combined benefit from the Sterling
Salaried Program and his primary Federal
Social Security benefits, both before and
after such Social Security benefits are
payable beginning at age 62. This optional
form can be elected only if the Participant's
Annuity Starting Date is prior to his 62nd
birthday.
(4) Life Annuity Option: Under this optional
form, monthly retirement benefits will be
made to the retired Participant while living.
The payments will terminate with the last
payment preceding the Participant's death,
subject to the payment of death benefits, if
any, in accordance with Subsection (7.03)(B)
of Appendix I.
B. The retirement benefits payable to a Participant
on any optional form set forth in Subsection
(7.02)(A) of Appendix I shall be the Actuarial
Equivalent of the retirement benefits which would
be payable to such Participant in the normal form
set forth in Subsection (7.01)(A) of Appendix I,
irrespective of the fact that the Participant is
legally married and would receive his retirement
benefits, in the absence of an election of an
optional form, in the normal form set forth in
Subsection (7.01)(B)(1) of Appendix I.
C. A Participant's written election of any optional
form pursuant to Subsection (7.02)(A) of Appendix
I is subject to the following conditions and
limitations:
(1) Except as may otherwise be provided
hereinafter, a complete and valid election of
an optional form shall become effective upon
receipt thereof by KRIPCO. If, however, the
Participant is legally married as of his
Annuity Starting Date, his election of an
optional form
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shall not be effective unless KRIPCO
receives, on or before the Annuity Starting
Date, a written document executed by his
spouse (witnessed either by a notary public
or by any person named by KRIPCO to act as a
witness) irrevocably consenting to all of the
terms and conditions of the Participant's
election and acknowledging the effect of the
election; provided, however, that if KRIPCO
in its sole and absolute discretion
determines that a Participant's spouse cannot
be located or that such other circumstances
as may be specified in the regulations under
Section 417(a)(2)(B) of the Internal Revenue
Code exist, then any election made by a
Participant under this Section (7.02) of
Appendix I can become effective even though
the written consent of the Participant's
spouse is not obtained. Any election of an
optional form which would result in monthly
payments to any person of less than $10 each
shall not be effective.
(2) If a Participant does not make an effective
election of an optional form until within 30
days of his Annuity Starting Date, payment of
his retirement benefits may be deferred until
the first day of the month immediately
succeeding his Annuity Starting Date, at
which time the monthly payments due on his
Annuity Starting Date and on the first day of
the immediately succeeding month shall both
be paid to him.
(3) At any time before his Annuity Starting Date,
a Participant may in writing revoke any
previously effective election of an optional
form and may, if he so desires, make any
alternative election of an optional form
pursuant to Subsection (7.02)(A) of Appendix
I and this Subsection (7.01)(C) of Appendix
I.
(4) If the Contingent Annuitant optional form set
forth in Subsection (7.02)(A)(1) of Appendix
I is elected by the Participant, the
following conditions and restrictions shall
also apply:
(a) The Participant shall designate in his
written notice of election his
Contingent Annuitant (who must be a
natural person) by name and otherwise in
accordance with the requirements of
KRIPCO and shall specify in such written
notice of election the percentage
(either 50%, 60%, 70%, 80%, 90% or
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100%) of his retirement benefits which
is to be continued to such Contingent
Annuitant. The designation of any
person as a Contingent Annuitant
pursuant to this Subsection
(7.02)(C)(4)(a) of Appendix I shall not
constitute such person a Beneficiary
with respect to any other benefit
provided under the Sterling Salaried
Program.
(b) The Participant's election shall not be
effective pursuant to Subsection
(7.02)(C)(1) of Appendix I unless and
until he provides KRIPCO with proof
satisfactory to it of the age of his
designated Contingent Annuitant.
(c) If the designated Contingent Annuitant
dies prior to the Annuity Starting Date,
the Participant shall be deemed to have
revoked his election pursuant to
Subsection (7.01)(C)(3) of Appendix I.
If the Participant files a written
notice with KRIPCO changing the person
who is his Contingent Annuitant, he
shall be deemed to have revoked his
election pursuant to Subsection
(7.01)(C)(3) of Appendix I and to have
made a new election of the optional form
specified in Subsection (7.02)(A)(1) of
Appendix I which must satisfy all of the
conditions and restrictions of
Subsection (7.02)(C) of Appendix I.
(d) The election of this Contingent
Annuitant optional form shall be
ineffective if the Contingent Annuitant
is not the Participant's spouse and if
the reduced amount of retirement
benefits payable to the Participant
during his lifetime is less than 50% of
the amount of retirement benefits which
would have been payable to such
Participant had this optional form not
been elected.
(7.03) Participant's Contributions Payable Upon Death
A. If a Participant dies prior to his Annuity
Starting Date and due proof of his death is
provided to KRIPCO, and if a Survivor's Benefit is
not payable to a surviving spouse or dependent
parent of the Participant in accordance with the
provisions of Part V of Appendix I, and if the
Participant had not previously elected and been
paid a cash refund under
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Option A as set forth in Subsection (6.01)(B)(3)
of Appendix I, then as soon as administratively
feasible after the Participant's date of death, a
single lump sum payment in an amount equal to all
of his Participant's Contributions, if any, plus
Credited Interest shall be paid to the
Participant's Beneficiary.
B. If a Participant dies after his Annuity Starting
Date and due proof of his death is provided to
KRIPCO, and if the Participant had been receiving
his retirement benefits in a normal form pursuant
to Section (7.02) of Appendix I (other than the
Life Annuity-Period Certain optional form
described in Subsection (7.02)(A)(2) of Appendix
I), and if, in the case of a Participant who had
been receiving his retirement benefits pursuant to
Subsection (7.01)(B) or (7.02)(A)(1) of Appendix
I, his Contingent Annuitant dies and due proof of
his death is provided to KRIPCO, then as soon as
administratively feasible after the later of the
death of the Participant or, if applicable, his
Contingent Annuitant, a single lump sum payment
shall be paid to the Participant's Beneficiary in
an amount equal to the excess, if any, of all of
his Participant's Contributions, if any, plus
Credited Interest over the aggregate amount of
retirement benefits which had been paid to the
Participant and, if applicable, his Contingent
Annuitant.
(7.04) Beneficiary
A. A Participant may designate one or more persons as
a Beneficiary or Beneficiaries to receive any
payments which become due pursuant to Subsection
(7.02)(A)(2) and Section (7.03) of Appendix I as a
result of the Participant's (and, if applicable,
Contingent Annuitant's) death. A Participant may
change the designation of his Beneficiary at any
time, provided that if the Participant has elected
an optional form pursuant to Subsection
(7.02)(A)(2) of Appendix I and is legally married,
no change made by the Participant in the
designation of his Beneficiary for purposes of
Subsection (7.02)(A)(2) of Appendix I (other than
a change which results in the Participant's spouse
being designated as his Beneficiary) shall be
effective unless the Participant's spouse consents
thereto in the manner specified in Subsection
(7.02)(C)(1) of Appendix I.
B. Any designation or change of designation shall be
by a written notice filed with KRIPCO. Upon
receipt of said notice by KRIPCO, such designation
or change of designation shall take
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effect as of the date shown on said notice as the
date on which it was signed; provided, however,
that KRIPCO, the Corporation and Eastman Kodak
Company shall not incur any liability by reason of
any such designation or change of designation with
respect to any payment or payments made prior to
the date upon which such designation or change of
designation was actually received by KRIPCO.
C. If at the death of the Participant there is no
designated person then living entitled to receive
any single sum payment or any periodic payments
then becoming due to a Beneficiary, such single
sum payment or the commuted value of any remaining
periodic payments will be paid to the first
surviving class of the following classes of
successive preference beneficiaries: the
Participant's (a) widow or widower, (b) surviving
children, (c) surviving parents, (d) surviving
brothers and sisters, (e) executors or
administrators.
D. If at the death of any payee other than the
Participant there is no designated person then
living entitled to receive any single sum payment
or any periodic payments becoming due to any
beneficiary, a single sum payment or the commuted
value of any periodic payments will be paid to the
first surviving class of the following classes of
successive preference beneficiaries: (a) the
Participant's widow or widower, (b) the
Participant's surviving children, (c) the
Participant's surviving parents, (d) the
Participant's surviving brothers and sisters, (e)
the payee's executors or administrators.
(7.05) Direct Rollover. At the election of a Participant or
his spouse or former spouse entitled to a lump sum
distribution under Part V or VI or the foregoing
provisions of this Part VII of Appendix I, KRIPCO shall
direct the Trustee to make a direct rollover to the
trustee or other custodian of an "eligible retirement
plan" by any reasonable means (including providing the
Participant or spouse or former spouse with a check
made payable only to the trustee or custodian) of all,
or a specified portion (but at least $500), of an
"eligible rollover distribution," subject to the
following restrictions:
A. An "eligible rollover distribution" is any
distribution of all or any portion of the
Participant's benefit, except that an "eligible
rollover distribution" does not include
(1) any distribution that is one of a series of
substantially equal periodic payments (made
not less frequently than annually) made for
the life (or life
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expectancy) of the recipient or the joint
lives (or joint life expectancies) of the
recipient and the recipient's designated
beneficiary, or for a specified period of at
least ten years; or
(2) any distribution required under Code section
401(a)(9).
B. An "eligible retirement plan" is an individual
retirement account described in Code section
408(a), an individual retirement annuity described
in Code section 408(b), an annuity plan described
in Code section 403(a), or a qualified trust
described in Code section 401(a), that accepts the
recipient's "eligible rollover distribution." If
the recipient is the Participant's surviving
spouse, but not an alternate payee receiving a
distribution pursuant to a qualified domestic
relations order (as defined in Code section
414(p)), an "eligible retirement plan" is an
individual retirement account described in Code
section 408(a) or an individual retirement annuity
described in Code section 408(b) that accepts the
surviving spouse's "eligible rollover
distribution," but not an annuity plan described
in Code section 403(a) nor a qualified trust
described in Code section 401(a).
C. The Participant or his spouse or former spouse
must specify, in such form and at such time as
KRIPCO may prescribe, the "eligible retirement
plan" to which the distribution is to be paid and
may specify only one "eligible retirement plan."
D. The Participant or his spouse or former spouse
must provide to KRIPCO in a timely manner adequate
information regarding the designated "eligible
retirement plan."
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VIII. CONTRIBUTIONS OF PARTICIPATING EMPLOYERS AND FUNDING OF
BENEFITS
(8.01) Contributions Determined Under the Plan. The funding
of benefits provided under the Sterling Salaried
Program and the contributions of participating
Employers with respect to those benefits shall be
determined under Article 12 of the Plan.
(8.02) Definitions. For purposes of this Part VIII of
Appendix I and Article 12 of the Plan:
A. The term "Employer" as defined in Section 2.21 of
the Plan shall be deemed to include the "Employer"
as defined in Section (2.19) of Appendix I, and
B. The term "Participant" as defined in Section 2.38
of the Plan shall be deemed to include
"Participant" as defined in Section (2.30) of
Appendix I.
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IX. ADMINISTRATION
(9.01) Administration by KRIPCO. KRIPCO shall have full
authority and responsibility to carry out the
provisions of the Sterling Salaried Program to the
extent provided in Article 13 of the Plan.
(9.02) Definitions. For purposes of Article 13 of the Plan:
A. The term "Contingent Annuitant" as defined in
Section 2.14 of the Plan shall be deemed to
include "Contingent Annuitant" as defined in
Section (2.10) of Appendix I,
B. The term "Employee" as defined in Section 2.20 of
the Plan shall be deemed to include "Employee" as
defined in Section (2.18) of Appendix I,
C. The term "Employer" as defined in Section 2.21 of
the Plan shall be deemed to include the "Employer"
as defined in Section (2.19) of Appendix I; and
D. The term "Participant" as defined in Section 2.38
of the Plan shall be deemed to include
"Participant" as defined in Section (2.30) of
Appendix I.
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X. CLAIMS PROCEDURE
(10.01) Procedures. The procedures to be followed in
presenting claims for benefits under the Sterling
Salaried Program shall be determined under Section
13.05 of the Plan.
(10.02) Definitions. For purposes of Section 13.05 of the
Plan:
A. The term "Contingent Annuitant" as defined in
Section 2.14 of the Plan shall be deemed to
include "Contingent Annuitant" as defined in
Section (2.10) of Appendix I, and
B. The term "Participant" as defined in Section 2.38
of the Plan shall be deemed to include
"Participant" as defined in Section (2.30) of
Appendix I.
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XI. AMENDMENT AND TERMINATION
(11.01) General. The provisions of Articles 14 and 15 of the
Plan shall apply to the amendment or termination of the
Sterling Salaried Program to the same extent as to the
rest of the Plan.
(11.02) Definitions. For purposes of Articles 14 and 15 of the
Plan:
A. The term "Active Participant" as defined in
Section 2.03 of the Plan shall be deemed to
include "Participant" as defined in Section (2.30)
of Appendix I,
B. The term "Employer" as defined in Section 2.21 of
the Plan shall be deemed to include the "Employer"
as defined in Section (2.19) of Appendix I, and
C. The term "Participant" as defined in Section 2.38
of the Plan shall be deemed to include
"Participant" as defined in Section (2.30) of
Appendix I.
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XII. LIMITATION REQUIRED BY REGULATION SECTION
(12.01) General. The provisions of Section 9.02 of the Plan
shall apply to the Sterling Salaried Program to the
same extent as to the rest of the Plan.
(12.02) Definitions. For purposes of Section 9.02 of the Plan:
A. The term "Employer" as defined in Section 2.21 of
the Plan shall be deemed to include the "Employer"
as defined in Section (2.19) of Appendix I, and
B. The term "Employee" as defined in Section 2.20 of
the Plan shall be deemed to include "Employee" as
defined in Section (2.18) of Appendix I.
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XIII. OTHER PROVISIONS
(13.01) Miscellaneous. The provisions of Article 16 of the
Plan shall apply to the Sterling Salaried Program to
the same extent as to the rest of the Plan, and for
such purpose the term "Participant" shall include a
"Participant" as defined in Section (2.30) of Appendix
I.
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XIV. Protection Afforded by Section 414(l) of the Internal
Revenue Code to Employees with Prior Participation in
the Sterling Salaried Program
(14.01) In no event shall any Salaried Employee who was
employed by the Employer as of December 31, 1988, and
who commenced to participate in the Sterling Salaried
Program pursuant to the terms of this Appendix I as of
January 1, 1989, either as an active or inactive
Participant, be entitled to receive a benefit under the
Plan, if the Plan terminates during the five-year
period commencing January 1, 1989, and ending December
31, 1993, which is less than the benefit which he would
have been entitled to receive under, and which could
have been paid from the assets of the Sterling Salaried
Program as of December 31, 1988, had the Sterling
Salaried Program then terminated, such benefit to be
determined in accordance with Section 4044 of ERISA
with assets allocated among the priority categories
specified therein on the basis of the actuarial
assumptions in use by the Pension Benefit Guaranty
Corporation on December 31, 1988.
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ADDENDUM A TO APPENDIX I
Solely in the case of a Participant who has a Severance From
Group Date prior to January 1, 1988 and who also has an Annuity
Starting Date prior to January 1, 1988 (or whose surviving
spouse or dependent parent begins receiving survivor benefits
under Part V of Appendix I prior to January 1, 1988), the
benefit level, as in effect immediately prior to January 1,
1991, of the monthly retirement or survivor benefit payable
under Part IV or Part V of Appendix I on or after January 1,
1991 to or with respect to such a Participant shall be increased
in accordance with the following schedule, provided that in no
event shall any increase be less than five dollars ($5.00) per
month:
Annuity Starting Date
(or Date Payments under Percentage
Part V of Appendix I Commence) Increase
Prior to January 1, 1973 10%
On or after January 1, 1973
but prior to January 1, 1978 8%
On or after January 1, 1978
but prior to January 1, 1983 6%
On or after January 1, 1983
but prior to January 1, 1987 4%
On or after January 1, 1987
but prior to January 1, 1988 2%
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ADDENDUM B TO APPENDIX I
L & F PRODUCTS DIVISION SALARIED EMPLOYEES
(B.01) Current Employees with Prior Participation in the Lehn
& Fink Plan
A. Each Salaried Employee employed by the Lehn & Fink
Division of the Corporation or a subsidiary
operated as a part of that Division ("Lehn &
Fink") as of December 31, 1982, who was actively
participating in the Retirement Income Plan for
Employees of Lehn & Fink Products Company,
Division of Sterling Drug Inc., and Participating
Affiliates ("Lehn & Fink Plan") as of December 31,
1982, shall be eligible to participate under the
Sterling Salaried Program on January 1, 1983. Any
such Salaried Employee must participate under the
Sterling Salaried Program as an active Participant
when he first becomes eligible.
B. Each Salaried Employee employed by Lehn & Fink as
of December 31, 1982, who prior to that date had
been an active participant in the Lehn & Fink Plan
but who as of that date was not participating in
the Lehn & Fink Plan by reason of electing to
withdraw from active participation therein shall
be eligible to participate in the Sterling
Salaried Program on January 1, 1983. Such a
Salaried Employee may elect not to become an
active Participant in the Sterling Salaried
Program, in which event he shall become an
inactive Participant in the Sterling Salaried
Program on January 1, 1983, and shall remain as
such until he files an acceptance and payroll
deduction card. Such a Salaried Employee may,
however, elect at any time on or after January 1,
1983, to become an active Participant in the
Sterling Salaried Program and he shall become an
active Participant on the first day of the month
(starting with January of 1983) next succeeding
the date upon which KRIPCO receives his acceptance
and payroll deduction card, at which time he shall
be entitled to repay to the Sterling Salaried
Program any employee contributions which he had
previously withdrawn from the Lehn & Fink Plan on
the same terms and conditions as if he were re-
entering the Lehn & Fink Plan. Once such a
Salaried Employee becomes an active Participant,
his participation under the Sterling Salaried
Program shall thereafter be governed by Section
(3.02) of Appendix I.
C. Once a Salaried Employee who is employed by L & F
Products Division of the Corporation and who
participated in the Lehn &
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Fink Plan prior to January 1, 1983, commences to
participate in the Sterling Salaried Program as an
active Participant pursuant to Subsection B.01(A)
or B.01(B), his entitlement to retirement and
survivor's benefits shall be governed exclusively
by the terms and provisions of the Sterling
Salaried Program, as modified by this Addendum B,
and shall not be governed by the terms and
provisions of the Lehn & Fink Plan except to the
extent specifically sanctioned by this Addendum B.
However, if a Salaried Employee specified in
Subsection B.01(B) remains an inactive Participant
in the Sterling Salaried Program at all times on
and after January 1, 1983, his entitlement to
retirement and survivor's benefits shall be
governed exclusively by the terms and provisions
of Lehn and Fink Plan, without reference to the
terms and provisions of the Sterling Salaried
Program. Payment of the retirement and survivor's
benefits to which each Salaried Employee specified
in Subsection B.01(A) or B.01(B) is entitled shall
be made from the Sterling Salaried Program and
shall not be made, either in whole or in part,
from the Lehn & Fink Plan.
D. Assets held in trust by the Lehn & Fink Plan as of
December 31, 1982, for funding the benefits of all
Salaried Employees specified in Subsections
B.01(A) and B.01(B) shall be transferred effective
January 1, 1983, to the Trust Fund or the Deposit
Administration Fund of the Sterling Salaried
Program, or both, shall be commingled with the
assets in the Trust Fund or the Deposit
Administration Fund, or both, and shall
thereafter, be available for funding the benefits
of all Participants in the Sterling Salaried
Program.
E. Each Salaried Employee who was employed by Lehn &
Fink as of December 31, 1982, who had attained 50
years of age as of that date, and who commenced to
participate in the Sterling Salaried Program as an
active Participant on January 1, 1983, in
accordance with Subsection B.01(A) or B.01(B),
shall be entitled to retirement and survivor's
benefits in the Sterling Salaried Program equal to
the greater of B.01(E)(1) or B.01(E)(2), where
B.01(E)(1) is the amount of the Normal Retirement
Benefit determined under Section (4.01), (4.02) or
(4.03) of Appendix I and payable subject to all of
the terms and conditions of Parts VI and VII, or
is the amount of the Survivor's Benefit determined
and payable under Part V of Appendix I; and
B.01(E)(2) is the amount of "Retirement Income"
determined under Section 4 or 5 of the Lehn & Fink
Plan, as in effect on December 31, 1982 (provided,
however,
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that in computing the amount of "Retirement
Income," the percentage reductions applicable in
the event of early retirement which are specified
in Section (4.02) of Appendix I shall be
substituted for those which are specified in
Section 5 of the Lehn & Fink Plan), and payable
subject to all of the terms and conditions of
Parts VI and VII of the Sterling Salaried Program,
or is the amount of the "Spouse's Benefit"
determined and payable under Section 7 of the Lehn
& Fink Plan, as in effect on December 31, 1982,
such "Retirement Income" or "Spouse's Benefit" to
be computed by determining the Salaried Employee's
earnings, service, social security and all other
relevant factors upon the assumption that he
continues to participate in the Lehn & Fink Plan,
as in effect on December 31, 1982, until his
Normal Retirement Date (or other applicable date
as of which a determination of his "Retirement
Income" or "Spouse's Benefit" is being made)
instead of participating in the Sterling Salaried
Program.
F. Each Salaried Employee who was employed by Lehn &
Fink as of December 31, 1982, who becomes an
active Participant in the Sterling Salaried
Program in accordance with Subsection B.01(A). or
B.01(B), but who does not qualify under the
provisions of Subsection B.01(E) shall be entitled
to retirement and survivor's benefits in the
Sterling Salaried Program equal to the greater of
B.01(F)(1) or B.01(F)(2), where
B.01(F)(1) is the amount of the Normal Retirement
Benefit determined under Section (4.01), (4.02) or
(4.03) of Appendix I and payable subject to all of
the terms and conditions of Parts VI and VII, or
is the amount of the Survivor's Benefit determined
and payable under Part V of Appendix I; and
B.01(F)(2) is the amount of "Retirement Income"
determined under Section 4 or 5 of the Lehn & Fink
Plan and payable subject to all of the terms and
conditions of Sections 8, 9 and 10 of the Lehn &
Fink Plan, as in effect on December 31, 1982, or
is the amount of the "Spouse's Benefit" determined
and payable under Section 7 of the Lehn & Fink
Plan, as in effect on December 31, 1982, such
"Retirement Income" or "Spouse's Benefit" to be
computed by reference to the facts as of December
21, 1982 (or, in the case of a Salaried Employee
specified in Subsection B.01(B), such earlier date
as of which he elected to withdraw from active
participation in the Lehn & Fink Plan) with
respect to the Salaried Employee's earnings,
service, social security and all other factors
taken into account in determining his "Retirement
Income" or "Spouse's Benefit."
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(B.02) Current Employees with No Prior Participation in the
Lehn & Fink Plan and Future Employees
A. Each Salaried Employee who was employed by Lehn &
Fink as of December 31, 1982, who had as of
December 31, 1982, satisfied the age and service
eligibility requirements of the Lehn & Fink Plan,
but who had elected not to participate therein
shall be eligible to participate in the Sterling
Salaried Program on January 1, 1983. Although
eligible, such a Salaried Employee may elect not
to become an active Participant in the Sterling
Salaried Program. However, such a Salaried
Employee may elect at any time on or after January
1, 1983, to become an active Participant on the
first day of the month (starting with January of
1983) next succeeding the date upon which KRIPCO
receives his acceptance card, and his
participation in the Sterling Salaried Program as
an active Participant shall thereafter be governed
by Section (3.02) of Appendix I
B. Each Salaried Employee who was employed by Lehn &
Fink as of December 31, 1982 (or who was not so
employed by reason of a Severance From Group Date
but who has a Reemployment Commencement Date under
conditions permitting his period of nonemployment
to be counted as service for eligibility purposes)
but who was not then participating in the Lehn &
Fink Plan because he had yet to satisfy the age
and service eligibility requirements of the Lehn &
Fink Plan shall be eligible to participate in the
Sterling Salaried Program on the first day of any
month (starting with January of 1983) coinciding
with or next following the date on which he
satisfies the eligibility requirements of the Lehn
& Fink Plan. Any such Salaried Employee shall
participate in the Sterling Salaried Program as an
active Participant in accordance with Subsection
(3.02)(D) of Appendix I.
C. Each Salaried Employee who was not employed by
Lehn & Fink prior to January 1, 1983, and who has
an Employment Commencement Date or Reemployment
Commencement Date as a result of being employed by
L & F Products Division of the Corporation on or
after January 1, 1983, shall become eligible to
participate, and shall become an active
Participant, in the Sterling Salaried Program in
accordance with Part III of Appendix I.
D. When a Salaried Employee employed by L & F
Products Division of the Corporation commences to
participate in the Sterling Salaried Program as an
active Participant pursuant to
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Subsection B.02(A), B.02(B) or B.02(C), his
entitlement to retirement and survivor's benefits
shall be governed exclusively by the terms and
provisions of the Sterling Salaried Program,
without reference to the terms and provisions of
the Lehn & Fink Plan. Contributions to fund the
benefits of such a Salaried Employee shall be made
to the Sterling Salaried Program rather than to
the Lehn & Fink Plan, and payment of those
benefits shall be made from the Sterling Salaried
Program and shall not be made, either in whole or
in part, from the Lehn & Fink Plan.
(B.03) Former Employees
A. Each Salaried Employee who was employed by Lehn &
Fink prior to January 1, 1983, and who had a
Severance From Group Date prior to that date
shall, if he had participated in the Lehn & Fink
Plan prior to that date, become an inactive
Participant in the Sterling Salaried Program on
January 1, 1983. Such a Salaried Employee's
entitlement to retirement and survivor's benefits
shall be governed exclusively by the terms and
provisions of the Lehn & Fink Plan, without
reference to the terms and provisions of the
Sterling Salaried Program, although payment of
those benefits shall be made from the Sterling
Salaried Program and shall not be made, either in
whole or in part, from the Lehn & Fink Plan.
Assets held in trust by the Lehn & Fink Plan as of
December 31, 1982, for funding the benefits, if
any, of such a Salaried Employee attributable to
his employment prior to the Severance From Group
Date shall be transferred effective January
1,1983, to the Trust Fund or the Deposit
Administration Fund of the Sterling Salaried
Program, or both, shall be commingled with the
assets in the Trust Fund or the Deposit
Administration Fund, or both, and shall thereafter
be available for funding the benefits of all
Participants in the Sterling Salaried Program.
B. If a Salaried Employee specified in Subsection
B.03(A) has a Reemployment Commencement Date on or
after January 1, 1983 (other than under the
conditions specified in Subsection B.02(B)), he
shall become eligible to participate, and shall
become an active Participant, in the Sterling
Salaried Program in accordance with Part III of
Appendix I. Upon entering the Sterling Salaried
Program as an active Participant, he shall be
entitled to repay to the Sterling Salaried
Program, in accordance with Subsection (6.01)(E)
or (6.01)(F) of Appendix I, any employee
contributions which he had previously withdrawn
from the Lehn & Fink Plan.