\n 55 65%
\n 56 70%
\n 57 75%
\n 58 80%
\n 59 85%
\n 60 90%
\n 61 95%
\n 62 100%
\n 63 100%
\n 64 100%
\n 65 100%
\n<\/c><\/s><\/caption>\n<\/table>\nIf a Participant is a salaried employee on or after January 1, 1989, retires on
\nor after that date, and was at least age 55 and had 15 Vesting Credits when the
\nParticipant last ceased Company employment, then the above percentages shall
\napply, except the age 55 percentage shall be 63 percent and the age 56
\npercentage shall be 68 percent.<\/p>\n
The age of a Participant at early retirement shall be computed to
\nthe nearest completed month of age. Intermediate percentages in the table shall
\nbe established on the basis of the Participant’s age as so computed.<\/p>\n
The Restricted Benefit is as calculated above with the
\nrestrictions provided at 3.3.<\/p>\n
7.4 CHANGE-IN-CONTROL BENEFIT.<\/p>\n
(a) TERMINATION AFTER CHANGE-IN-CONTROL. A Participant who ceases
\nCompany employment on or after reaching age 55 and within 24 months after a
\n“Change-in-Control” (within 36 months after for a Participant with a
\n“Change-in-Control” agreement) may elect to receive a reduced lump-sum benefit
\nequal to 90 percent of the Actuarial Equivalent lump-sum present value of the
\ndifference between the Participant’s Unrestricted Benefit upon ceasing Company
\nemployment and<\/p>\n
– 19 –<\/p>\n
the Restricted Benefit upon ceasing Company employment. The Unrestricted Benefit
\nis, as defined in 3.2, reduced by the early retirement factors in 7.3, based
\nupon the Benefit Credits earned up to the date the Participant ceased to earn
\nBenefit Credits and the benefit formula in effect under the Plan on that date.<\/p>\n
The Restricted Benefit is as calculated above with the
\nrestrictions provided at 3.3.<\/p>\n
(b) TERMINATION BEFORE CHANGE-IN-CONTROL. A Participant who ceases
\nCompany employment on or after reaching age 55 but before a “Change in Control”
\nmay elect to receive a reduced lump-sum benefit equal to the amount determined
\nunder (1) or (2), as follows:<\/p>\n
(1) If benefit payments to the Participant have commenced, 90
\n percent of the Actuarial Equivalent lump-sum present value of the
\n remaining benefit payments in the form determined under 6.1 or 6.2,
\n whichever applies.<\/p>\n
(2) If benefit payments to the Participant have not commenced, 90
\n percent of the Actuarial Equivalent lump-sum present value of the
\n difference between the Participant’s Unrestricted Benefit upon ceasing
\n Company employment and the Restricted Benefit upon ceasing Company
\n employment. The Unrestricted Benefit is, as defined in 3.2, reduced by
\n the early retirement factors in 7.3, based on Benefit Credits and the
\n benefit formula in effect under the Plan on that date.<\/p>\n
(c) CHANGE-IN-CONTROL DEFINED. For purposes of this 7.4, a “Change
\nin Control” of the Company means as defined herein (in no event will it have a
\ndifferent meaning than as set forth in a Participant’s “Change-In-Control”
\nAgreement with the Company).<\/p>\n
(1) The acquisition by any Person (or by any group of Persons that
\n would constitute a “group” for purposes of Section 13(d) and Rule 13d-5,
\n as in<\/p>\n
– 20 –<\/p>\n
effect on the date of that acquisition, under the Exchange Act) of
\n beneficial ownership (within the meaning of Rule 13d-3 promulgated under
\n the Exchange Act), other than a Person or group that acquires such
\n beneficial ownership solely because such Person or group has voting power
\n with respect to Voting Securities arising from a revocable proxy or
\n consent given in response to a public proxy or consent solicitation made
\n pursuant to the Exchange Act (as in effect from time to time), of 20
\n percent or more of the combined voting power of the then outstanding
\n Voting Securities; provided, however, that for purposes of this paragraph
\n (1), the following acquisitions will not constitute a Change in Control:
\n (A) any acquisition directly from the Company; (B) any acquisition by the
\n Company or a Subsidiary, (C) any acquisition by any employee benefit plan
\n (or related trust) sponsored or maintained by the Company or any
\n corporation controlled by the Company, (D) any acquisition by any
\n corporation pursuant to a transaction that complies with clauses (A),
\n (B), and (C) of paragraph (3) below, or (E) any acquisition by any Person
\n who is a party to an agreement (a “New Stand-Together Agreement”) similar
\n to the former Shareholder Stand-Together Agreement dated as of January
\n 21, 1985 (the “Former Stand-Together Agreement”), which New
\n Stand-Together Agreement (i) provides for unified action by Persons who
\n have, or whose families have, historically held substantial amounts of
\n the Company’s common stock, $.50 par value, in the event of a threatened
\n change of control and (ii) which has as parties at least ten shareholders
\n of the Company who were parties to the Former Stand-Together Agreement,
\n but<\/p>\n
– 21 –<\/p>\n
only while such Person remains a party to such New Stand-Together
\n Agreement; or<\/p>\n
(2) Individuals who, prior to an event, constitute the Board (the
\n “Incumbent Board”) cease for any reason to constitute at least a majority
\n of the Board; provided, however, that any individual becoming a director
\n subsequent to the date of that event whose election, or nomination for
\n election by the Company’s shareholders, was approved by a vote of at
\n least two-thirds of the directors then comprising the Incumbent Board
\n will be considered as though such individual were a member of the
\n Incumbent Board, but excluding, for this purpose, any such individual
\n whose initial assumption of office occurs as a result of an actual or
\n threatened election contest with respect to the election or removal of
\n directors or other actual or threatened solicitation of proxies or
\n consents by or on behalf of a Person other than the Board; or<\/p>\n
(3) Consummation of a reorganization, merger, or consolidation or
\n sale or other disposition of all or substantially all of the assets of
\n the Company (a “Business Combination”) in each case, unless, following
\n such Business Combination, (A) all or substantially all of the
\n individuals and entities who were the beneficial owners of the Voting
\n Securities outstanding immediately prior to such Business Combination
\n beneficially own, directly or indirectly, more than 50 percent (66 2\/3
\n percent if the Company is not the continuing or surviving corporation
\n resulting from such Business Combination) of, respectively, the then
\n outstanding shares of common stock and the combined voting power of the
\n then outstanding voting securities entitled to vote generally in the
\n election of directors,<\/p>\n
– 22 –<\/p>\n
as the case may be, of the corporation resulting from such Business
\n Combination (including, without limitation, a corporation that as a
\n result of such transaction owns the Company or all or substantially all
\n of the Company’s assets either directly or through one or more
\n subsidiaries) in substantially the same proportions as their ownership,
\n immediately prior to such Business Combination, of the Voting Securities,
\n (B) no Person (excluding any employee benefit plan (or related trust) of
\n the Company or such corporation resulting from such Business Combination)
\n beneficially owns, directly or indirectly, 20 percent or more of,
\n respectively, the then outstanding shares of common stock of the
\n corporation resulting from such Business Combination or the combined
\n voting power of the then outstanding voting securities of such
\n corporation except to the extent that such ownership existed prior to the
\n Business Combination, and (C) at least a majority of the members of the
\n board of directors of the corporation resulting from such Business
\n Combination were members of the Incumbent Board at the earlier of the
\n time of the execution of the initial agreement with respect to such
\n Business Combination, or of the action of the Board providing for such
\n Business Combination; or<\/p>\n
(4) Approval by the shareholders of the Company of any plan or
\n proposal for the liquidation or dissolution of the Company.<\/p>\n
A Change in Control “occurs” on the date the Change in Control first occurs;
\nprovided, however, that if (A) your employment is terminated by the Company
\nafter a tender or exchange offer described in a “Change-In-Control” agreement is
\nmade, (B) it is reasonably demonstrated that the Participant’s termination was
\nat the request of a third party who is seeking to effect a Change<\/p>\n
– 23 –<\/p>\n
in Control or otherwise occurred as a result of an anticipated Change in
\nControl, and (C) a Change in Control in fact occurs within 120 days after the
\nParticipant’s termination, then for purposes of determining the Participant’s
\nright to any severance compensation and benefits under that agreement, the
\nParticipant’s termination shall be deemed to have occurred after a Change in
\nControl.<\/p>\n
For this 7.4(c), a “Person” means and includes any individual,
\ncorporation, limited liability company, partnership, trust, group, association,
\nor other “person,” as such term is used in Section 13(d)(3) or 14(d) of the
\nExchange Act.<\/p>\n
For this 7.4(c), “Voting Securities” means all issued and
\noutstanding securities ordinarily having the right to vote at elections of the
\nCompany’s directors, including without limitation the Company’s common stock,
\n$.50 par value.<\/p>\n
For this 7.4(c), “Subsidiary” means a corporation of which more
\nthan 50 percent of the outstanding voting stock is owned, directly or
\nindirectly, by the Company, by one or more other Subsidiaries, or by the Company
\nand one or more other Subsidiaries. For the purposes of this definition, “voting
\nstock” means stock which ordinarily has voting power for the election of
\ndirectors, whether at all times or only so long as no senior class of stock has
\nsuch voting power by reason of any contingency.<\/p>\n
However, any action or determination by the Board under this
\nparagraph will not be deemed to alter or nullify any provisions of any
\nParticipant’s “Change-In-Control” agreement with the Company.<\/p>\n
(d) ELECTION. An election under 7.4(a) must be filed with the
\nRetirement Board on or before the later of (1) the last day of the 90-day period
\nthat begins with the date the Participant ceases Company employment or (2) the
\nlast day of the 24-month period that begins<\/p>\n
– 24 –<\/p>\n
on the date of the Change-in-Control. An election under 7.4(b) must be filed
\nwith the Retirement Board on or before the last day of the 24-month period that
\nbegins on the date of the Change-in-Control. An election under 7.4(a) or 7.4(b)
\nby a Married Participant is subject to the spouse consent requirement under
\n6.2(b).<\/p>\n
A Participant who receives the lump-sum benefit under 7.4(a) or
\n7.4(b) shall not be eligible to receive any other benefit under the Plan.<\/p>\n
(e) A Participant who has an individual “Change-in-Control”
\nagreement with the Company and who is terminated from employment within 36
\nmonths after a “Change-in-Control” (1) without “Cause” or (2) who terminates
\nwith “Good Reason” shall, except as limited in (B) below, be credited with:<\/p>\n
(A) the additional number of Benefit and Vesting Credits, the
\nadditional years of Compensation (equal to 12 times the last full month of
\nCompensation) used in determining the Participant’s Average Highest-Five
\nCompensation, and the additional years of age, which corresponds to the length
\nof the period used for calculation of years of severance pay under the
\nParticipant’s Change-in-Control agreement for purposes of:<\/p>\n
(i) determining vesting under Article IV, and<\/p>\n
(ii) calculating the amount of the Unrestricted Benefit, and<\/p>\n
(iii) establishing eligibility for the subsidized early retirement
\n factors, and<\/p>\n
(iv) determining application of the early retirement reduction
\n factors in calculating the Participant’s benefit; but<\/p>\n
(v) not for determining the earliest age (55) at which benefits
\n can be paid (which remains the Participant’s natural age)<\/p>\n
In addition, if the Participant at such termination, has at least 15 Vesting
\nCredits (including “Change-in-Control” Credits granted above), the leaving
\nemployment at or after age 55 requirement (needed to establish eligibility for
\nsubsidized early retirement reduction factors under 7.3), will be waived and not
\nbe applicable. Also, the requirement in 7.4(a) that<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 25 –<\/p>\n
employment cease on or after reaching age 55 shall not apply to such a
\nParticipant. In addition, a Participant whose Applicable Percentage for the
\nlength of the period used to calculate the years of severance pay under the
\nParticipant’s Change in Control agreement is equal to 300% and who upon a Change
\nof Control does not have 15 Vesting Credits, shall be deemed to have 15 Vesting
\nCredits for the purposes of eligibility for early retirement subsidy and early
\ncommencement of benefits as provided in the two immediate prior sentences. The
\ncalculation of such Participant’s Benefit Credits shall be determined as set
\nforth in this section 7.4(e) without regard to the immediately preceding
\nsentence.<\/p>\n
(B) The additional Benefit and Vesting Credits and years of
\nCompensation shall not exceed the additional Benefit and Vesting Credits and
\nCompensation a Participant would have earned at what would have been mandatory
\nretirement under 5.1(B) of the Salaried Plan had the Participant’s employment
\ncontinued until then. Such a Participant’s age at retirement shall be the larger
\nof the sum of the Participant’s actual age at the time of the qualifying
\npost-“Change-In-Control” termination of employment and the additional years of
\nage or the Participant’s actual age at retirement. A Participant’s total Plan
\nbenefit as increased under this 7.4(e) shall be payable in any benefit form
\nprovided under the Plan, subject to the rules for those benefit forms.<\/p>\n
(f) For purposes of the added benefits provided in (e) above,
\ntermination of such Participant by the Company for “Cause” means termination
\nbecause, and only because, the Participant committed an act of fraud,
\nembezzlement, or theft constituting a felony, or an act intentionally against
\nthe interest of the Company that causes the Company material injury, or the
\nParticipant has repeatedly failed, after written notice, to perform his or her
\nresponsibilities under his or her “Change-In-Control” agreement. Notwithstanding
\nthe foregoing, such Participant will not be deemed to have been terminated for
\nCause unless and until there has been delivered to the Participant a copy of a
\nresolution duly adopted by the affirmative vote of not less than three-quarters
\nof the entire membership of the Board at a meeting of the Board called and held
\nfor the purpose (after reasonable notice to the Participant and an opportunity
\nfor the Participant, together<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 26 –<\/p>\n
with his or her counsel, to be heard before the Board), finding that in the good
\nfaith opinion of the Board the Participant was guilty of conduct constituting
\nCause as defined above and specifying the particulars for such finding in
\ndetail. For the purposes of these added benefits, termination by such
\nParticipant of his or her employment for “Good Reason” has the following
\nmeaning:<\/p>\n
(1) A change in the Participant’s status or position(s) with the
\n Company, which, in the Participant’s reasonable judgment, represents a
\n demotion from his or her status or position(s) as in effect immediately
\n prior to the Change in Control, or a change in his or her duties or
\n responsibilities which, in the Participant’s reasonable judgment, is
\n inconsistent with such status or position(s), or any removal of the
\n Participant from, or any failure to reappoint or reelect the Participant
\n to, such position(s), except in connection with the termination of the
\n Participant’s employment for Cause or Disability or as a result of the
\n Participant’s death or termination by the Participant other than for Good
\n Reason.<\/p>\n
(2) A reduction by the Company in such Participant’s base salary
\n as in effect immediately prior to the Change in Control.<\/p>\n
(3) The failure by the Company to continue in effect any Plan in
\n which the Participant is participating at the time of the Change in
\n Control (or Plans providing the Participant with at least substantially
\n similar benefits) other than as a result of the normal expiration of any
\n such Plan in accordance with its terms as in effect at the time of the
\n Change in Control, or the taking of any action, or the failure to act, by
\n the Company that would adversely affect the Participant’s continued
\n participation in any of such Plans on at least as favorable a basis to
\n the Participant as is the case on the date of the Change in Control or
\n that would<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 27 –<\/p>\n
materially reduce the Participant’s benefits in the future under any of
\n such Plans or deprive the Participant of any material benefit enjoyed by
\n the Participant at the time of the Change in Control.<\/p>\n
(4) The failure by the Company to provide and credit such
\n Participant with the number of paid vacation days to which the
\n Participant is then entitled in accordance with the Company’s normal
\n vacation policy or actual practice as in effect immediately prior to the
\n Change in Control.<\/p>\n
(5) The Company’s requiring such Participant to be based anywhere
\n other than where the Participant’s office is located immediately prior to
\n the Change in Control except for required travel on the Company’s
\n business to an extent substantially consistent with the business travel
\n obligations which the Participant undertook on behalf of the Company
\n prior to the Change in Control.<\/p>\n
(6) The failure by the Company to obtain from any successor the
\n assent to this Agreement contemplated by such Participant’s
\n “Change-In-Control” agreement.<\/p>\n
(7) Any purported termination by the Company of such Participant
\n employment that is not effected pursuant to a notice of termination
\n satisfying the requirements of the Participant’s “Change-In-Control”
\n agreement; and for purposes of that agreement, no such purported
\n termination will be effective.<\/p>\n
(8) Any refusal by the Company to continue to allow such
\n Participant to attend to matters or engage in activities not directly
\n related to the business of the Company that, prior to the Change in
\n Control, the Participant was permitted by the Board to attend to or
\n engage in.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 28 –<\/p>\n
ARTICLE VIII<\/p>\n
NONASSIGNABILITY OF BENEFITS<\/p>\n
No Participant or surviving spouse shall have the power to
\ntransfer, assign, anticipate, modify, or otherwise encumber in advance any of
\nthe payments that may become due hereunder; nor shall any such payments be
\nsubject to attachment, garnishment, or execution, or be transferable by
\noperation of law in the event of bankruptcy, insolvency, or otherwise.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 29 –<\/p>\n
ARTICLE IX<\/p>\n
FUNDING<\/p>\n
This Plan is unfunded. Benefits are payable only from the general
\nassets of the Company or a trust established by the Company, the assets of which
\nare available to the general creditors of the Company. The Company makes no
\nrepresentation that any other assets will be set aside to provide benefits under
\nthis Plan. Participants and surviving spouses have no interest in any assets of
\nthe Company other than such trust assets. Participants have no rights other than
\nthe unsecured promise of the Company to pay benefits in the future except to the
\nextent provided by such trust. A Participant’s rights are no greater than the
\nrights of any unsecured general creditor of the Company. Nothing contained
\nherein shall be deemed to create a trust of any kind or to create any fiduciary
\nrelationship.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 30 –<\/p>\n
ARTICLE X<\/p>\n
ADMINISTRATION OF THE PLAN<\/p>\n
The Plan shall be administered by the Retirement Board for the
\nSalaried Plan (the “Retirement Board”). The Retirement Board shall have the
\nexclusive authority and responsibility for all matters in connection with the
\noperation and administration of the Plan. The Retirement Board’s powers and
\nduties shall include, but shall not be limited to, the following: (a)
\nresponsibility for the compilation and maintenance of all records necessary in
\nconnection with Plan; (b) authorizing the payment of all benefits and expenses
\nof the Plan if they become payable under the Plan; and (c) authority to engage
\nsuch legal, accounting, and other professional services as the Retirement Board
\nmay deem proper. Decisions by the Retirement Board shall be final and binding
\nupon all parties affected by the Plan, including beneficiaries of Participants.<\/p>\n
The Retirement Board may rely on information and recommendations
\nprovided by the management of the Company. The Retirement Board shall not allow
\nany Participant to vote on or obtain control over decisions or actions that
\naffect that Participant’s Plan benefit.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 31 –<\/p>\n
ARTICLE XI<\/p>\n
GOVERNING LAW<\/p>\n
This Plan and Any amendments shall be construed, administered, and
\ngoverned in all respects in accordance with applicable federal law and, to the
\nextent not preempted, by the laws of the state of Oregon.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 32 –<\/p>\n
ARTICLE XII<\/p>\n
CLAIMS PROCEDURE<\/p>\n
12.1 RETIREMENT BOARD ACTIONS BINDING. Any interpretation or
\nconstruction of or action by the Retirement Board with respect to the Plan and
\nits administration shall be conclusive and binding upon any and all parties and
\npersons affected thereby subject to the exclusive claims review procedure of
\n12.3.<\/p>\n
12.2 FILING OF CLAIM. Any Participant or any death beneficiary
\nthereof (hereinafter referred to as the “Claimant”) requesting a benefit payment
\nfrom the Plan shall file a written claim with the Retirement Board prepared by
\nthe Claimant or the Claimant’s authorized representative.<\/p>\n
12.3 CLAIMS REVIEW PROCEDURE.<\/p>\n
(a) INITIAL REVIEW.<\/p>\n
(1) TIME PERIOD FOR DENIAL NOTICE. Anytime a claim for benefits is
\nwholly or partially denied, the Claimant shall be given written notice of such
\naction within a reasonable period of time after receipt of the claim by the
\nRetirement Board. The Retirement Board may provide the Claimant with electronic
\nnotice provided it complies with 29 CFR Section 2520.104b-1(c)(1)(i), (iii), and
\n(iv). In no event shall the response to the initial claim be given more than 90
\ndays after receipt of the claim, unless special circumstances require an
\nextension of time for processing. If there is an extension, the Claimant will be
\nnotified of such within 90 days of the date the claim was filed. The notice
\nshall indicate the special circumstances and the date by which a decision is
\nexpected. The extension will not exceed 90 days from the end of the initial
\nresponse period. The time period for providing notice of the decision on the
\nclaim shall begin when the claim is filed in accordance with the Plan’s<\/p>\n
Second Amendment
\n January 1, 2002<\/p>\n
– 33 –<\/p>\n
procedures, without regard to whether all the information necessary to make a
\ndecision on the claim accompanies the filing.<\/p>\n
(2) CONTENTS OF NOTICE. Such notice will indicate the specific
\nreason or reasons for denial, the specific Plan provision(s) involved, an
\nexplanation of the claims review procedure set forth herein (including a
\nstatement of the Claimant’s right to bring a civil action under ERISA Section
\n502(a) following a denial of the claim on review), a description of any
\nadditional material or information necessary to complete the claim, and an
\nexplanation of why such material or information is necessary.<\/p>\n
(3) DEEMED DENIED. If written or electronic notice of the decision
\nwholly or partially denying the claim has not been furnished within 90 days
\nafter the claim is filed, or if there has been an extension and no notice of a
\ndecision is furnished by the end of the extension period, and if the claim has
\nnot been granted within such period, the claim shall be deemed denied as of the
\nend of the 90-day or 180-day period for the purpose of proceeding to the review
\nstage described in 12.3(b).<\/p>\n
(b) REVIEW OF DENIED CLAIM.<\/p>\n
(1) TIME PERIOD TO REQUEST REVIEW. Any person who has filed a
\nwritten application with the Retirement Board claiming benefits that has been
\ndenied or deemed denied in whole or in part or who is otherwise adversely
\naffected by action of the Retirement Board shall have the right to request
\nreview before the Retirement Board. Such request must be in writing and must be
\nmade by personal delivery or mailing to the Retirement Board within a reasonable
\nperiod of time, taking into consideration the nature of the benefit that is the
\nsubject of the claim and other attendant circumstances. In no event shall the
\nperiod for requesting review expire less than 60 days after being advised of the
\nRetirement Board’s action or after the date on<\/p>\n
Second Amendment
\n January 1, 2002<\/p>\n
– 34 –<\/p>\n
which the claim is deemed denied. If the written request for review is not made
\non a timely basis, the Claimant shall waive the right to review.<\/p>\n
(2) REVIEW PROCEDURE. The Retirement Board shall then conduct a
\nreview at which the adversely affected person may present his or her position.
\nIn doing so, the affected person may review pertinent documents, if any, and may
\nsubmit issues and comments in writing. The Claimant shall be provided, upon
\nrequest and free of charge, reasonable access to, and copies of, information
\nrelevant to the Claimant’s claim. The Retirement Board’s review shall take into
\naccount all information submitted by the Claimant relating to the claim, whether
\nor not such information was submitted or considered in the initial claim
\ndetermination. The Retirement Board may hold a hearing if it deems it necessary.<\/p>\n
(3) TIME PERIOD FOR DECISION ON REVIEW. The Retirement Board shall
\nissue a written decision promptly reaffirming, modifying, or setting aside its
\nformer action. The decision on review may be provided by electronic notification
\nas described in 12.3(a)(1). The decision on review shall not ordinarily be made
\nlater than 60 days after the date review is requested. If special circumstances
\nrequire an extension of time (such as the need to hold a hearing), a decision
\nshall be made and furnished to the Claimant not later than 120 days after such
\nreceipt. If an extension is required, the Claimant shall be notified of such
\nwithin 60 days after the request for review was filed. The extension notice
\nshall indicate the special circumstances requiring an extension of time and the
\ndate by which the Retirement Board expects to render the final decision. The
\ntime period within which the Retirement Board must provide notice of the
\ndecision on review shall begin when the request for review is filed in
\naccordance with the Plan’s procedures, without regard to whether all the
\ninformation necessary to make the decision on review accompanies the filing. If
\nan extension is necessary due to the<\/p>\n
Second Amendment
\n January 1, 2002<\/p>\n
– 35 –<\/p>\n
Claimant’s failure to submit information necessary to resolve the claim, the
\nperiod for making a decision on review shall be tolled from the date the
\nextension notice is sent to the Claimant until the date the Claimant responds to
\nthe request for additional information.<\/p>\n
(4) CONTENTS OF REVIEW NOTICE. The decision shall set forth its
\nreasons and specific Plan provisions on which it is based. The decision on
\nreview shall inform the Claimant that he or she is entitled to receive, upon
\nrequest and free of charge, reasonable access to, and copies of, information
\nrelevant to the claim, and that he or she may bring an action under ERISA
\nSection 502(a). A copy of the decision shall be furnished the Claimant.<\/p>\n
(5) EFFECT OF REVIEW AND DEEMED DENIED. The decision shall be
\nfinal and binding upon the Claimant and the Retirement Board and all other
\npersons involved. If the decision on review is not furnished within the
\napplicable time period, the claim shall be deemed denied on review.<\/p>\n
Any further review, judicial or otherwise, of the decision on
\nreview shall be based on the record before the Retirement Board and limited to
\nwhether, in the particular instance, the Retirement Board acted arbitrarily or
\ncapriciously in the exercise of its discretion. In no event shall any such
\nfurther review, judicial or otherwise, be on a de novo basis as the Retirement
\nBoard has discretionary authority to determine eligibility for benefits and to
\nconstrue the terms of this Plan.<\/p>\n
12.4 CONSISTENT APPLICATION. The Retirement Board shall establish
\nadministrative processes and safeguards to ensure and verify that claim
\ndeterminations are made in accordance with the Plan and that Plan provisions
\nhave been applied consistently with respect to similarly situated Claimants, as
\nrequired by applicable law.<\/p>\n
Second Amendment
\n January 1, 2002<\/p>\n
– 35a –<\/p>\n
ARTICLE XIII<\/p>\n
AMENDMENTS AND TERMINATION<\/p>\n
The Company reserves the power at any time to terminate this Plan
\nor amend it in any manner that it may deem advisable. The executive vice
\npresident and chief financial officer of Company is authorized and directed to
\namend this Plan so that it is consistent in all material respects with
\namendments to the Salaried Plan.<\/p>\n
On termination the accrued benefit under the Plan shall be payable
\nin the form previously elected by the Participant or surviving spouse through a
\npaid-up annuity or by a cash Actuarial Equivalent payment, if such benefit has a
\npresent value equal to or less than the amount provided for an involuntary cash
\nout of benefits. Any annuity purchased shall be from a company rated A+ with a
\nfinancial size category of class VIII or larger by A.M. Best Company or a
\ncorresponding rating from a comparable entity if such company no longer exists.<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 36 –<\/p>\n
This amended and restated Plan is executed this ______ day of
\n___________________, ______.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By \/s\/ Greg W. Hawley
\n ———————————
\n Executive Vice President and
\n Chief Financial Officer<\/p>\n
First Amendment
\n December 21, 2000<\/p>\n
– 37 –<\/p>\n
EXHIBIT A<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
SOCIAL SECURITY COVERED COMPENSATION FOR 2000<\/p>\n
(REFERENT SECTION 3.2)<\/p>\n
\n\nCALENDAR YEAR COVERED CALENDAR YEAR COVERED
\n OF BIRTH COMPENSATION OF BIRTH COMPENSATION
\n————- ———— ————- ————
\n
\n 1928 $22,716 1948 $60,900
\n 1929 24,312 1949 62,340
\n 1930 25,920 1950 63,660
\n 1931 27,576 1951 64,920
\n 1932 29,304 1952 66,072
\n 1933 31,128 1953 67,164
\n 1934 33,060 1954 68,220
\n 1935 35,100 1955 70,116
\n 1936 37,092 1956 71,004
\n 1937 39,072 1957 71,820
\n 1938 42,984 1958 72,528
\n 1939 44,940 1959 73,176
\n 1940 46,896 1960 73,764
\n 1941 48,816 1961 74,304
\n 1942 50,688 1962 74,748
\n 1943 52,488 1963 75,180
\n 1944 54,252 1964 75,564
\n 1945 55,992 1965 75,864
\n 1946 57,708 1966 76,092
\n 1947 59,376 1967 or later 76,200
\n<\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n – A-1 –<\/p>\n
EXHIBIT B<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
SPECIAL EARLY RETIREMENT BENEFIT PARTICIPANTS<\/p>\n
(REFERENT SECTION 3.13)<\/p>\n
The following Participants have been designated by the Company as
\nentitled to the Special Early Retirement Benefit under 3.13:<\/p>\n
Lyle Dragoo<\/p>\n
– B-1 –<\/p>\n
EXHIBIT C<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
ACTUARIAL EQUIVALENT FACTORS<\/p>\n
(REFERENT SECTION 6.4)<\/p>\n
The 1984 Unisex Pension Mortality Table, with ages set back three
\nyears for spouses, at 7 percent interest.<\/p>\n
– C-1 –<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
FIRST AMENDMENT
\n (EFFECTIVE DECEMBER 21, 2000)
\n TO THE
\n SUPPLEMENTAL BENEFITS PLAN
\n AMENDED AND RESTATED AS OF JANUARY 1, 2000<\/p>\n
PARTIES<\/p>\n
THIS FIRST AMENDMENT, effective December 21, 2000, is adopted by
\nWillamette Industries, Inc., hereinafter referred to as “Company.”<\/p>\n
RECITALS<\/p>\n
Effective as of January 1, 2000, Company last amended and restated
\nthe Willamette Industries, Inc., Supplemental Benefits Plan (the “Plan”).<\/p>\n
The Company desires to further amend the Plan, in accordance with
\nArticle XIII of the Plan, in certain respects and has authorized its
\nCompensation Committee to adopt such amendment.<\/p>\n
AMENDMENT<\/p>\n
The Plan is hereby amended effective as of December 21, 2000, as
\nset forth on the pages attached hereto that are incorporated by reference herein
\nas follows:<\/p>\n
1. ARTICLE II–PARTICIPATION<\/p>\n
Article II at page 3.<\/p>\n
– A –<\/p>\n
2. ARTICLE III–BENEFITS<\/p>\n
a. 3.3 at page 7.<\/p>\n
3. ARTICLE VII–TIME OF PAYMENT<\/p>\n
7.4(e) at pages 25 and 26.<\/p>\n
7.4(f) is added at pages 26, 27, and 28.<\/p>\n
The Company has executed this amendment as of the 21st day of
\nDecember, 2000.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By \/s\/ Greg W. Hawley
\n —————————–
\n Executive Vice President and
\n Chief Financial Officer<\/p>\n
– B –<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
SECOND AMENDMENT
\n (EFFECTIVE JANUARY 1, 2002)
\n TO THE
\n SUPPLEMENTAL BENEFITS PLAN
\n AMENDED AND RESTATED AS OF JANUARY 1, 2000<\/p>\n
PARTIES<\/p>\n
THIS SECOND AMENDMENT, effective January 1, 2002, is adopted by
\nWillamette Industries, Inc., hereinafter referred to as “Company.”<\/p>\n
RECITALS<\/p>\n
Effective as of January 1, 2000, Company last amended and restated
\nthe Willamette Industries, Inc., Supplemental Benefits Plan (the “Plan”).<\/p>\n
The Plan was last amended effective December 21, 2000.<\/p>\n
The Company desires to further amend the Plan, in accordance with
\nArticle XIII of the Plan, in certain respects.<\/p>\n
AMENDMENT<\/p>\n
The Plan is hereby amended effective as of January 1, 2002, as set
\nforth on the pages attached hereto that are incorporated by reference herein as
\nfollows:<\/p>\n
1. TABLE OF CONTENTS at pages i and ii.<\/p>\n
2. ARTICLE VI–BENEFIT FORM<\/p>\n
6.2 at pages 14, 15, and 15a.<\/p>\n
3. ARTICLE XII–CLAIMS PROCEDURE<\/p>\n
a. 12.3(a) at pages 33 and 34.<\/p>\n
– B –<\/p>\n
b. 12.3(b) at pages 35 and 35a.<\/p>\n
c. 12.4 is added at page 35a.<\/p>\n
The Company has executed this amendment as of the 1st day of
\nJanuary, 2002.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By \/s\/ Greg W. Hawley
\n —————————–
\n Executive Vice President and
\n Chief Financial Officer<\/p>\n
– C –<\/p>\n
WILLAMETTE INDUSTRIES, INC.,
\n SUPPLEMENTAL BENEFITS PLAN<\/p>\n
THIRD AMENDMENT
\n (EFFECTIVE JANUARY 28, 2002)
\n TO THE
\n SUPPLEMENTAL BENEFITS PLAN
\n AMENDED AND RESTATED AS OF JANUARY 1, 2000<\/p>\n
THIS THIRD AMENDMENT, effective January 28, 2002, is adopted by
\nWillamette Industries, Inc., hereinafter referred to as “Company.”<\/p>\n
RECITALS<\/p>\n
Effective as of January 1, 2000, Company last amended and restated
\nthe Willamette Industries, Inc., Supplemental Benefits Plan (the “Plan”).<\/p>\n
The Plan was last amended effective January 1, 2002.<\/p>\n
The Company desires to further amend the Plan, in accordance with
\nArticle XIII of the Plan, in certain respects.<\/p>\n
AMENDMENT<\/p>\n
The Plan is hereby amended effective as of January 28, 2002, as
\nset forth below.<\/p>\n
Section 7.4<\/p>\n
The following shall be added to the end of Section 7.4(e)(A):<\/p>\n
In addition, a Participant whose Applicable Percentage for the
\n length of the period used to calculate the years of severance pay
\n under the Participant’s Change in Control agreement is equal to
\n 300% and who upon a Change of Control does not have 15 Vesting
\n Credits, shall be deemed to have 15 Vesting Credits for the
\n purposes of eligibility for early retirement subsidy and early
\n commencement of benefits as provided in the two immediate prior
\n sentences. The calculation of such Participant’s Benefit Credits
\n shall be determined as set forth in this section 7.4(e) without
\n regard to the immediately preceding sentence.<\/p>\n
– A –<\/p>\n
The Company has executed this amendment as of the 28th day of
\nJanuary, 2002.<\/p>\n
WILLAMETTE INDUSTRIES, INC.<\/p>\n
By \/s\/ Greg W. Hawley
\n —————————–
\n Executive Vice President and
\n Chief Financial Officer<\/p>\n
– B –<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9336],"corporate_contracts_industries":[9457],"corporate_contracts_types":[9540,9539],"class_list":["post-40647","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-manufacturing__paper","corporate_contracts_types-compensation__benefits","corporate_contracts_types-compensation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40647","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40647"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40647"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40647"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40647"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}