AlliedSignal Inc.
Supplemental Pension Plan
Amended and Restated
as of January 1, 1994
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Article I - Purpose
Effective November 20, 1975, Allied Corporation adopted the
Allied Corporation Supplemental Retirement Plan for Executives and Key
Employees. Such plan is amended and restated effective January 1, 1994 as the
AlliedSignal Supplemental Pension Plan (the 'Plan').
The purpose of the Plan is to provide retired participants and
their joint annuitants and beneficiaries under the Pension Plan with the amount
of retirement income that is not provided under the Pension Plan because the
participant deferred compensation under one or more nonqualified deferred
compensation plans of AlliedSignal, including the Incentive Plan, the
Supplemental Savings Plans and the Salary Deferral Plan or, by reason of the
limits imposed by Section 415 and 401(a)(17) of the Code. The Plan is also
intended to cover any contractual obligation Allied has to pay pension benefits
which cannot be provided under the provisions of the Pension Plan.
Except to the extent otherwise indicated, and to the extent
otherwise inappropriate, the Pension Plan and the provisions thereof are hereby
incorporated by reference.
Article II - Definitions
1.1 AlliedSignal - means AlliedSignal Inc., a Delaware corporation
and its subsidiaries.
1.2 Accrued Pension Benefit - means the amount of retirement income
payable under the Pension Plan to or with respect to a
participant at or after termination of employment, or such
earlier date requiring payment under this Plan.
1.3 Board of Directors - means the Board of Directors of
AlliedSignal.
1.4 Code - means the Internal Revenue Code of 1986, as amended from
time to time.
1.5 Committee - means the Management Development and Compensation
Committee of AlliedSignal.
1.6 Incentive Plan - means the Incentive Compensation Plan for
Executive Employees of AlliedSignal Inc. and its Subsidiaries,
and all predecessor and successor plans.
1.7 Pension Plan - means the AlliedSignal Inc. Retirement Program
and/or such other pension plans covering salaried employees of
AlliedSignal.
1.8 Plan - means the AlliedSignal Supplemental Pension Plan.
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1.9 Salary Deferral Plan - means the Salary Deferral Plan for
Selected Employees of AlliedSignal Inc. and its Affiliates
(Career Band 6 and above or employees who occupy positions
equivalent thereto), as the same may be amended from time to
time.
1.10 Supplemental Benefit - means the excess, if any, of (i) the
retirement income payable to or with respect to a participant
under the Pension Plan which would have been accrued by the
participant (1) had the amount of deferred compensation awards
under the Incentive Plan been compensation included for
calculating benefits under the Pension Plan in the year the
award would otherwise have been earned or payable as recognized
by the Pension Plan, (2) had Participant Deferred Contributions,
as that term is defined in the Supplemental Savings Plans, been
compensation included for calculating benefits under the Pension
Plan in the year the compensation would otherwise have been
earned or payable as recognized by the Pension Plan, (3) had the
portion of Base Annual Salary and Incentive Awards deferred by a
participant under the terms of the Salary Deferral Plan, been
compensation included for calculating benefits under the Pension
Plan in the year the compensation would otherwise have been
earned or payable as recognized by the Pension Plan, (4) had the
limits of Code Section 415 and 401(a)(17) not been incorporated
in the Pension Plan, and (5) had the participant met all the
requirements for a benefit from the Pension Plan with respect to
all other pension benefits which AlliedSignal has become
contractually obligated to pay to the participant, over (ii) the
participant's Accrued Pension Benefit.
1.11 Supplemental Savings Plans - means the Supplemental
Non-Qualified Savings Plans for Highly Compensated Employees of
AlliedSignal Inc. and its Subsidiaries, as the same may be
amended from time to time.
Article III - Participation
Participation in the Plan shall be limited to:
(a) those participants in the Pension Plan (and their joint
annuitants and beneficiaries) who as a result of having
deferred an award under the Incentive Plan or having
deferred compensation under the Supplemental Savings Plans
or the Salary Deferral Plan, receive or shall receive a
lesser amount under the Pension Plan than would otherwise
be paid or payable in the absence of such deferral;
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(b) those participants in the Pension Plan (and their joint
annuitants and beneficiaries) who as a result of the
limitations contained in Code Sections 415 or 401(a)(17)
receive or will receive a lesser amount under the Pension
Plan than would otherwise be paid or payable in the
absence of such limitations, and
(c) any employee who has entered into a contractual agreement
with AlliedSignal under which AlliedSignal shall, after
the termination of employment of the employee, provide a
benefit in the form of a life annuity for the employee
(and the employee's joint annuitant or beneficiary) as
provided under the terms of the contractual agreement.
Article IV - Supplemental Benefit
4.01 Payment of Supplemental Benefit
(a) Supplemental Benefits shall be payable directly to such
participant, or such participant's joint annuitant or
beneficiary, as applicable, from the general assets of
AlliedSignal and AlliedSignal shall not be under any
obligation to set aside any funds or other assets for the
payment of the Supplemental Benefits under this Plan.
AlliedSignal may, in its sole discretion, establish funds
for payment of these Supplemental Benefits. However, any
and all such funds shall remain assets of AlliedSignal and
subject to the claims of creditors of such corporation.
Such funds, if any, shall not be deemed to be assets of
this Plan.
(b) Any person entitled to a Supplemental Benefit shall be
entitled to payment of such benefit only from the date on
which such Supplemental Benefit becomes due and payable
and only in such installments or other manner of payment
as is provided under the relevant Pension Plan or
agreement, provided, however, that if a Participant so
elects, by giving written notice to the Plan
Administrator, and if the Committee approves such
election, payment of such Supplemental Benefit shall be in
a lump sum equal to the present value of such
Participant's Supplemental Benefit accrued to the date of
such Participant's retirement under the relevant Pension
Plan or agreement. For the purpose of determining the
present value of a Participant's accrued Supplemental
Benefit, the PBGC immediate annuity rate and the UP 1984
mortality table shall be used. Except as may be permitted
pursuant to the proviso to the first sentence of this
Paragraph (b), no person shall have a right to
acceleration of any such payment. No person shall be
entitled to anticipate such benefit by assignment, pledge
or
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transfer in any form or manner prior to actual or
constructive receipt of payment.
(c) In the event that a Supplemental Benefit becomes payable
in accordance with this Article IV, Section 4.01,
Paragraph (b) and in the event the relevant Pension Plan
or agreement is terminated in accordance with its terms,
then the Participant shall have a right to only the
Supplemental Benefit accrued to the date of termination of
the relevant Pension Plan or agreement. In such event,
AlliedSignal shall remain liable for the payment of the
Supplemental Benefit and payment shall be made at such
times and in such manner as the Plan Administrator shall
determine, unless the Participant shall have made the
election referred to in Paragraph (b) of this Section
4.01, in which event payment shall be made pursuant to
such election, if approved by the Committee as therein
required. Such accrued Supplemental Benefit shall remain
subject to Paragraphs (a) and (b) of this Section 4.01.
(d) The rights and interest of any participant, joint
annuitant or beneficiary to a Supplemental Benefit under
this Plan are the same as any other unsecured creditor of
Allied. In the event of any bankruptcy proceeding by or
against Allied, a participant, joint annuitant or
beneficiary shall be entitled to prove a claim for any
unpaid portion of the benefit provided by the Plan.
Article V - Administration
5.01 Plan Administrator - The Board of Directors shall name a Plan
Administrator. Such Plan Administrator shall serve at the
convenience of the Board of Directors and shall serve without
compensation. The Plan Administrator shall keep such records as
necessary for the proper administration of the Plan and shall
report to the Board of Directors at such time or times as the
Board of Directors shall designate.
5.02 Benefit Determination - The Plan Administrator shall determine
the amount and timing of any benefit paid under the Plan. The
Plan Administrator shall rely on the records of AlliedSignal in
determining any participant's eligibility for and amount of
benefit under the Plan. In the event that the Plan
Administrator's reliance on the records of AlliedSignal causes a
benefit to be over or under paid, the Plan Administrator shall
adjust future payments to be increased or decreased as required.
If such future payments are insufficient to recover any
overpayment to a participant, the Plan Administrator shall
withhold any payments then due a participant and take any action
deemed appropriate to recover the balance of the overpayment.
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5.03 Benefit Appeals - The Plan Administrator shall establish an
appeals procedure as defined by U.S. Department of Labor
regulations. Such procedures will provide that the participant
has sixty (60) days upon receipt of any benefits or denial of
benefits to file an appeal with the Plan Administrator. The Plan
Administrator must respond within sixty (60) days of receiving
the appeal, in writing, specifically identifying those Plan
provisions on which the benefit denial was based and indicating
what information the participant must supply in order to perfect
a claim for benefits.
Article VI - Amendment and Termination
6.01 Plan Amendments - AlliedSignal reserves the right to amend the
Plan from time to time. The Plan may be amended by the
Committee, however, no amendment shall reduce any benefit being
paid or then payable to a participant. Further, no amendment
shall reduce the benefits provided by the Plan to participants
or alter in any manner the rights of the participants to
benefits provided under this Plan.
6.02 Plan Termination - AlliedSignal reserves the right to terminate
the Plan. However, such termination shall not adversely affect
the rights of participants.
Supplemental Pension Plan - AlliedSignal inc.
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