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EXHIBIT 10.31
PENSION BENEFITS AGREEMENT
American National Can Company ("ANC") and Pechiney Plastic Packaging,
Inc. ("Pechiney Plastics") hereby agree to the terms and conditions hereof
regarding certain benefit matters in accordance with Section 8.01(d) of the
Contribution, Assignment and Assumption Agreement dated as of May 31, 1999 by
and between ANC and Pechiney Plastics ("Contribution, Assignment and Assumption
Agreement").
ARTICLE I
DEFINITIONS
Section 1.01 Certain Defined Terms. The following terms shall
have the meanings defined for such terms in the Sections of this Agreement set
forth below. Terms not defined herein shall have the meanings set forth in the
applicable ANC pension plan.
"ANC Hourly Pension Plans" means the defined benefit plans
identified on Exhibit A.
"ANC Pension Plans" means the ANC Hourly Pension Plans and the
ANC Salaried Pension Plan.
"ANC Salaried Pension Plan" means the defined benefit plan
identified on Exhibit B.
"Benefit Accrual Service" means the service used to compute
the amount of a Transferred Employee's pension benefit.
"Benefit Formula" means the formula, including the Primary
Social Security Benefit, used to compute benefits under the terms of the ANC
Salaried Pension Plan as of the Separation Date.
"Benefit Level" means the dollar amount used to compute
benefits under the terms of the ANC Hourly Pension Plans as of the Separation
Date, or in the case of an ANC Hourly Pension Plan that is the subject of
collective bargaining, the amounts currently in effect and/or the amount
scheduled to become effective as specified in the collective bargaining
agreement agreed to prior to and in effect on the Separation Date.
"Business" means the certain plastic packaging operations
engaged in by ANC, including without limitation flexible packaging, plastic
bottles and plastic and laminated tubes.
"Code" means the Internal Revenue Code of 1986, as amended.
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"ERISA Affiliate" means, with respect to any person, another
person who is treated as a single employer with such person within the meaning
of Section 414 of the Code, without giving effect to Section 1563(b)(3) of the
Code.
"Highest Average Salary" means highest average salary as
defined in the ANC Salaried Pension Plan as it was in effect immediately before
the Separation Date.
"Pay Used For The ANC Benefit" means that ANC's benefit
obligation shall be based on a Transferred Salaried Employee's actual pay (for
the calculation of pension benefits) not to exceed a compounded average annual
increase of 5% in Highest Average Salary measured from the Separation Date, and
in no event shall ANC's benefit obligation exceed any limits imposed by law,
including that which is set forth in Section 415 of the Code. Therefore, Pay
Used For The ANC Benefit shall be computed using the following methodology:
First, determine the Highest Average Salary for a Transferred
Salaried Employee as of the date on which the Transferred Salaried Employee
ceases to be employed by Pechiney Plastics using only that compensation which
would be recognized under the ANC Salaried Pension Plan as it was in effect
immediately before the Separation Date. For this purpose, Highest Average Salary
shall be based on that compensation received by the Transferred Salaried
Employee while employed by ANC and/or Pechiney Plastics which would be
recognized under the ANC Salaried Pension Plan as it was in effect immediately
before the Separation Date, but using the applicable limitation under 401(a)(17)
of the Code which is in effect and applicable during the period in which the
compensation is actually earned ("Pechiney Plastics Highest Average Salary").
Second, compute Maximum Allowable Highest Average Salary For
The ANC Benefit.
Third, compute the Pay Used For The ANC Benefit by using the
smaller of Pechiney Plastics Highest Average Salary or Maximum Allowable Highest
Average Salary For The ANC Benefit.
Maximum Allowable Highest Average Salary For The ANC Benefit
as used above shall be computed using the following methodology:
First, determine Highest Average Salary for a Transferred
Salaried Employee that would be recognized under the ANC Salaried Pension Plan
as it was in effect immediately before the Separation Date based on Compensation
received while employed by ANC ("Highest Average Salary At The Separation
Date").
Second, increase Highest Average Salary At The Separation Date
by 5% for each twelve (12) month period (or pro rata fraction thereof) from the
Separation Date to the end of the sixty consecutive month period used to
determine Pechiney Plastics Highest Average Salary.
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For further detail, see the example attached hereto as Exhibit
C which illustrates the principles set forth above.
"Pechiney Plastics Hourly Pension Plans" means the defined
benefit pension plans established by Pechiney Plastics for Transferred Hourly
Employees in accordance with Section 3.01.
"Pechiney Plastics Pension Plans" means the Pechiney Plastics
Hourly Pension Plans and the Pechiney Plastics Salaried Pension Plan.
"Pechiney Plastics Salaried Pension Plan" means the defined
benefit pension plan established by Pechiney Plastics for Transferred Salaried
Employees in accordance with Section 4.01.
"Primary Social Security Benefit" means the "Primary Social
Security Benefit as defined in the ANC Salaried Pension Plan as it was in effect
immediately before the Separation Date determined on the date the Transferred
Salaried Employee terminates employment with Pechiney Plastics (or if earlier,
the Transferred Salaried Employee's sixty-fifth (65th) birthday), provided that
compensation received by the Transferred Salaried Employee while employed by ANC
and/or Pechiney Plastics shall be taken into account in determining the
Transferred Salaried Employee's Primary Social Security Benefit.
"Separation Date" means the date as of which ANC and Pechiney
Plastics cease to be treated as ERISA Affiliates or, in the case of any action
provided for in this Agreement to be taken with respect to any ANC Pension Plan
or any pension to be established by Pechiney Plastics, such other date as may be
mutually agreed by ANC and Pechiney Plastics.
"Transfer Date" means June 30, 1999 (or such other date as may
be mutually agreed upon by ANC and Pechiney Plastics), but not later than the
Separation Date.
"Transferred Employees" means all (a) employees of the
Business who become employees of Pechiney Plastics as of the Transfer Date and
(b) other employees of ANC who become employees of Pechiney Plastics as of the
Transfer Date pursuant to the mutual agreement of ANC and Pechiney Plastics.
"Transferred Hourly Employees" means the Transferred Employees
who are classified by ANC as of the Separation Date as hourly paid employees.
"Transferred Salaried Employees" means the Transferred
Employees who are classified by ANC as of the Separation Date as salaried
employees.
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ARTICLE II
GENERAL PRINCIPLES
Section 2.01 Pension Liabilities. Liability for benefits under
the ANC Pension Plans for the Transferred Employees, which is attributable to
service before the Separation Date, shall be retained by ANC, and liability for
benefits for the Transferred Employees participating in the Pechiney Plastics
Pension Plans, which is attributable to service after the Separation Date, shall
be the liability of Pechiney Plastics.
Section 2.02 Future Pay Increases. ANC's obligation under the
ANC Salaried Pension Plan shall be limited to actual pay (for the calculation of
pension benefits) not to exceed a compounded average annual increase of 5% in
Highest Average Salary from the Separation Date.
Section 2.03 Disability Benefits. ANC's obligation under the
ANC Pension Plans with respect to a Transferred Employee shall be fixed and
shall not be increased for any reason following the later of the Separation
Date or the date on which a Transferred Employee becomes disabled. ANC's
liability for former salaried employees of the Business who became eligible for
long-term disability benefits on and after January 1, 1989 shall be fixed and
shall not be increased after the Separation Date. The Pechiney Plastics Pension
Plans shall have the entire obligation for benefits accruals after the
Separation Date for former salaried employees of the Business who became
eligible for long-term disability benefits on and after January 1, 1989.
Section 2.04 Special Non-Statutory Death Benefits. ANC shall
have no obligation under the ANC Salaried Pension Plan to pay benefits such as
the ten (10) and twenty-five (25) year survivorship death benefits as a result
of the occurrence of death after the Separation Date in respect of the
Transferred Employees and former salaried employees of the Business who became
eligible for long-term disability benefits on and after January 1, 1989.
Pechiney Plastics shall have the entire obligation under the Pechiney Plastics
Salaried Pension Plan to pay benefits such as the ten (10) and twenty-five (25)
year survivorship death benefits as a result of the occurrence of death after
the Separation Date.
Section 2.05 Workforce Reduction Benefits. ANC shall have no
obligation under the ANC Salaried Pension Plan to pay any "enhancement" in a
pension benefit due to the occurrence of any changes in the Pechiney Plastics
workforce which triggers workforce reduction benefits such as the Project
Challenge or ACPI Covered Workforce Realignment benefits. Pechiney Plastics
shall have the entire obligation under the Pechiney Plastics Salaried Pension
Plan to pay any such "enhancement" in a pension benefit due to the occurrence of
any change in the Pechiney Plastics workforce which triggers workforce reduction
benefits such as the Project Challenge or ACPI Covered Workforce Realignment
benefits.
Section 2.06 Commencement of Benefits. Transferred Employees
may not elect to receive their benefits under the ANC Pension Plans until they
have terminated employment with Pechiney Plastics. A Transferred Employee may,
but shall not be required to, commence receipt of
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his or her benefits under an ANC Pension Plan and a Pechiney Plastics Pension
Plan at the same time. Further, a Transferred Employee may, but shall not be
required to, receive his benefits under an ANC Pension Plan by electing the same
form of benefit payment option as is available under a Pechiney Plastics Pension
Plan.
ARTICLE III
HOURLY DEFINED BENEFIT PLANS
Section 3.01 Mirror Image Plans. Effective as of the
Separation Date, Pechiney Plastics shall establish one or more Pechiney Plastics
Hourly Pension Plans for the Hourly Transferred Employees covered by the ANC
Hourly Pension Plans, containing terms which mirror and are identical to the
terms of the corresponding ANC Hourly Pension Plan (or Plans) as in effect
immediately prior to the Separation Date.
Section 3.02 Service Credits. (a) Pechiney Plastics shall
grant a past-service credit to Hourly Transferred Employees for all service
which is recognized under the ANC Pension Plans, including that service which is
recognized under the ANC Pension Plans for purposes of (i) eligibility, (ii)
vesting, (iii) the computation of benefits, (iv) eligibility for an early
retirement benefit, if any, (v) eligibility for a deferred vested benefit, (vi)
eligibility for a disability retirement benefit, if any, (vii) eligibility for a
normal retirement benefit, (viii) eligibility for a 30-year benefit, if any, and
(ix) eligibility for a survivor benefit under the Pechiney Plastics Hourly
Pension Plans.
(b) ANC shall grant a future service credit to Hourly
Transferred Employees for periods of employment with Pechiney Plastics to the
same extent as though such periods were periods of employment with ANC for the
purpose of (i) eligibility, (ii) vesting, (iii) eligibility for an early
retirement benefit, if any, (iv) eligibility for a deferred vested benefit, (v)
eligibility for a disability retirement benefit, if any, (vi) eligibility for a
normal retirement benefit, (vii) eligibility for a 30-year benefit, if any, and
(viii) eligibility for a survivor benefit under the applicable ANC Hourly
Pension Plan(s). Notwithstanding the above or any other provision herein, ANC
shall not compute the amount of benefits payable under any ANC Pension Plan
based on service with Pechiney Plastics after the Separation Date as such
service shall not be treated as Benefit Accrual Service under any ANC Pension
Plan.
(c) Service with ANC outside a bargaining unit or with an
affiliate of ANC prior to the Separation Date shall be determined in accordance
with the applicable provisions, if any, of the ANC Pension Plan under which a
Transferred Employee accrued a benefit.
Section 3.03 Age Credits. ANC shall compute the benefit
payable under the ANC Hourly Pension Plans based on the age of the Hourly
Transferred Employee when he terminates employment with Pechiney Plastics.
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Section 3.04 Adoption of Plan Provisions. (a) Pechiney
Plastics agrees to incorporate provisions into the Pechiney Plastics Hourly
Pension Plans that shall comply with this Agreement.
(b) ANC agrees to incorporate provisions into the ANC Hourly
Pension Plans that shall comply with this Agreement.
Section 3.05 Allocation of Liability for Hourly Pension
Benefits. ANC and Pechiney Plastics agree that responsibility to provide pension
benefits for Hourly Transferred Employees shall be as follows:
(a) The benefit payable to an Transferred Hourly Employee
under an ANC Hourly Pension Plan shall be computed on the basis of the
Transferred Hourly Employee's (i) Benefit Accrual Service as of the Separation
Date, (ii) the Benefit Level, (iii) age at termination of employment with
Pechiney Plastics and (iv) service for eligibility to commence benefit at
termination of employment with Pechiney Plastics, expressed as a life annuity
payable as a normal retirement benefit (at the Transferred Hourly Employee's
normal retirement date).
(b) The benefit payable to an Transferred Hourly Employee
under a Pechiney Plastics Hourly Pension Plan shall be expressed as a life
annuity payable as a normal retirement benefit (at the Transferred Hourly
Employee's normal retirement date) and shall be reduced by the benefit payable
to the Transferred Hourly Employee under the applicable ANC Hourly Pension Plan.
(c) The examples attached hereto as Exhibit D illustrate the
above-described computations.
Section 3.06 Vesting. A Transferred Hourly Employee who, as of
the Separation Date, had not completed five years of service with ANC shall have
any years of service with Pechiney Plastics counted as vesting service for
purposes of the ANC Hourly Pension Plan.
Section 3.07 Commencement of Benefits. Transferred Hourly
Employees may not elect to receive their benefits under the ANC Hourly Pension
Plans until they have terminated employment with Pechiney Plastics. A
Transferred Employee may, but shall not be required to, commence receipt of his
or her benefits under an ANC Hourly Pension Plan and a Pechiney Plastics Hourly
Pension Plan at the same time. Further, a Transferred Employee may, but shall
not be required to, receive his benefits under an ANC Hourly Pension Plan by
electing the same form of benefit payment option as is available under a
Pechiney Plastics Hourly Pension Plan.
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ARTICLE IV
SALARIED DEFINED BENEFIT PLAN
Section 4.01 Mirror Image Plans. Effective as of the
Separation Date, Pechiney Plastics shall establish the Pechiney Plastics
Salaried Pension Plan for the Salaried Transferred Employees covered by the ANC
Salaried Pension Plan, containing terms which mirror and are identical to the
terms of the ANC Salaried Pension Plan as in effect immediately before the
Separation Date.
Section 4.02 Service Credits. (a) Pechiney Plastics agrees to
grant past service credit to such Salaried Transferred Employees for their ANC
service as recognized under the applicable ANC Pension Plan for purposes of (i)
eligibility, (ii) vesting, (iii) the computation of benefits, (iv) eligibility
for an early retirement benefit, (v) eligibility for a deferred vested benefit,
(vi) eligibility for a disability retirement benefit, (vii) eligibility for a
normal retirement benefit, (viii) eligibility for a 30-year benefit, (ix)
eligibility for a non-statutory survivor benefit, (x) eligibility for statutory
survivor benefits and (xi) eligibility for workforce reduction benefits under
the Pechiney Plastics Salaried Pension Plan.
(b) ANC agrees to grant a future service credit to Salaried
Transferred Employees for periods of employment with Pechiney Plastics to the
same extent as though such periods were periods of employment with ANC for the
purposes of (i) eligibility, (ii) vesting, (iii) eligibility for an early
retirement benefit, (iv) eligibility for a deferred vested benefit, (v)
eligibility for a disability retirement benefit, (vi) eligibility for a normal
retirement benefit, (vii) eligibility for a 30-year benefit and (viii)
eligibility for a statutory survivor benefit under the applicable ANC Salaried
Pension Plan. Notwithstanding the above or any other provision herein, ANC shall
not compute the amount of benefits payable under any ANC Pension Plan based on
service with Pechiney Plastics after the Separation Date as such service shall
not be treated as Benefit Accrual Service under any ANC Pension Plan.
Section 4.03 Age Credits. ANC shall compute the benefit
payable under the ANC Salaried Pension Plans based on the age of the Transferred
Salaried Employee when he terminates employment with Pechiney Plastics.
Section 4.04 Compensation Credits. (a) Compensation received
by a Transferred Salaried Employee while he or she is employed by ANC which is
recognized under the ANC Salaried Pension Plan as it was in effect immediately
before the Separation Date shall be taken into account in determining the
Highest Average Salary used to compute the benefit payable to such Transferred
Salaried Employee under the Pechiney Plastics Salaried Pension Plan.
(b) Pay Used For The ANC Benefit shall be the amount of
compensation used to compute the benefit payable to a Transferred Salaried
Employee under the ANC Salaried Plan.
Section 4.05 Adoption of Plan Provisions. (a) Pechiney
Plastics agrees to incorporate provisions into the Pechiney Plastics Salaried
Pension Plan that shall comply with this Agreement.
(b) ANC agrees to incorporate provisions into the ANC Salaried
Pension Plan that shall comply with this Agreement.
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Section 4.06 Allocation of Liability for Salaried Pension
Benefits. ANC and Pechiney Plastics agree that responsibility to provide pension
benefits for Salaried Transferred Employees shall be as follows:
(a) The benefit payable to a Transferred Salaried Employee
under the ANC Salaried Pension Plan shall be computed on the basis of the
Benefit Formula as of the Separation Date and the Transferred Salaried
Employee's (i) Benefit Accrual Service as of the Separation Date, (ii) the
Benefit Formula, (iii) age at termination of employment with Pechiney Plastics,
(iv) service for eligibility to commence benefits at termination of employment
with Pechiney Plastics and (v) Pay Used For The ANC Benefit at termination of
employment with Pechiney Plastics, expressed as a life annuity payable as a
normal retirement benefit (at the Transferred Salaried Employee's normal
retirement date).
(b) The benefit payable to a Transferred Salaried Employee
under a Pechiney Plastics Salaried Pension Plan shall be expressed as a life
annuity payable as a normal retirement benefit (at the Transferred Salaried
Employee's normal retirement date) and shall be reduced by the benefit payable
to the Transferred Salaried Employee under the ANC Salaried Pension Plan.
(c) The examples attached hereto as Exhibit E illustrate the
above-described computations.
Section 4.06 Vesting. A Transferred Salaried Employee who, as
of the Separation Date, had not completed five years of service with ANC shall
have any years of service with Pechiney Plastics counted as vesting service for
purposes of the ANC Salaried Pension Plan.
Section 4.07 Commencement of Benefits. Transferred Employees
may not elect to receive their benefits under the ANC Salaried Pension Plan
until they have terminated employment with Pechiney Plastics. A Transferred
Salaried Employee may, but shall not be required to, commence receipt of his or
her benefits under an ANC Salaried Pension Plan and the Pechiney Plastics
Salaried Pension Plan at the same time. Further, a Transferred Salaried Employee
may, but shall not be required to, receive his benefits under an ANC Pension
Plan by electing the same form of benefit payment option as is available under
the Pechiney Plastics Salaried Pension Plan.
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ARTICLE V
POST-CLOSING BENEFIT CHANGES
Section 5.01 Plan Changes Made by Pechiney Plastics. (a)
Pechiney Plastics will be solely liable for any change made to the Pechiney
Plastics Pension Plans after the Separation Date which affects the benefit
payable to a Transferred Employee under the Pechiney Plastics Pension Plans. Any
such change shall not affect the benefit payable by any ANC Pension Plan.
(b) No change to the Pechiney Plastics Pension Plans shall
cause the benefit payable to a Transferred Employee to be less than what the
accrued benefit payable by the relevant Pechiney Plastics Pension Plan would
have been if the Transferred Employee had terminated employment from Pechiney
Plastics immediately prior to any such change.
ARTICLE VI
EXCHANGE OF INFORMATION
Section 6.01 Exchange of Information. In order for ANC and
Pechiney Plastics to properly determine their liability under this Agreement,
ANC and Pechiney Plastics agree to provide each other with such employee-related
information as the other party may require in the future.
ARTICLE VII
PLAN INTERPRETATION
Section 7.01 Plan Interpretation. ANC shall have the sole and
exclusive discretion to interpret this Agreement with respect to the computation
of any benefits payable under any ANC Pension Plan and/or with respect to any
term or provision as it may relate to ANC or to any ANC Pension Plan. Pechiney
Plastics shall accept, without question or comment, the interpretations and
benefit computations made by ANC (or its designated agents) with respect to
benefits payable under the ANC Pension Plans, unless Pechiney Plastics
determines that the information provided by Pechiney Plastics as specified in
Article VI was incorrect.
ARTICLE VIII
PLAN AMENDMENTS
Section 8.01 Plan Amendments. In addition to the obligations
of the parties set forth in this Agreement, ANC and Pechiney Plastics agree that
each will make any amendments from time to time to their pension plans as may be
necessary or appropriate to accomplish the intent of this Agreement.
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ARTICLE IX
COOPERATION
Section 9.01 Cooperation. ANC and Pechiney Plastics agree
that, at any time and from time to time following the date hereof, they each
will promptly execute and deliver, or cause to be executed or delivered, all
such further instruments and take all such further action as may be necessary or
appropriate to more effectively assume such liabilities or otherwise to confirm
or carry out the provisions and intent of this Agreement.
ARTICLE X
AMENDMENT, MODIFICATION OR TERMINATION
Section 10.01 Amendment, Modification or Termination. (a)
Notwithstanding any provision contained herein or in the Contribution,
Assignment and Assumption Agreement to the contrary, this Agreement may be
amended, modified or terminated at any time by mutual consent of the parties,
provided that any such amendment, modification or termination of this Agreement
shall be set forth in writing. ANC and Pechiney Plastics agree that each will
amend, modify, or terminate one or more of their pension plans as may be
necessary or appropriate to effectuate the intent of any amendment, modification
or termination of this Agreement.
(b) Notwithstanding the above paragraph (a) or any provision
contained herein or in the Contribution, Assignment and Assumption Agreement to
the contrary, if as of the date hereof or at any time hereafter, any term(s)
and/or provision(s) of this Agreement, shall cause any term or provision of an
ANC Pension Plan to violate any provision of the law, then ANC shall have the
sole and exclusive discretion to amend such pension plan to conform the pension
plan to such provision of the law.
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IN WITNESS WHEREOF, ANC and Pechiney Plastics have caused this
Agreement to be executed as of the date given below by their respective officers
thereunder duly authorized.
Dated this ____ day of _______________, 1999.
AMERICAN NATIONAL CAN COMPANY
By:____________________________________
Its:____________________________________
PECHINEY PLASTIC PACKAGING, INC.
By:_____________________________________
Its:_____________________________________
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EXHIBIT A
ANC HOURLY PENSION PLANS
The following portions of the American National Can Company Combined Pension
Plan, Plan No. 034, formerly known as the
American National Can Company Pension Plan for Shelbyville Hourly
Employees, Plan 051
American National Can Company Pension Plan for GCIU Hourly Employees at
the Des Moines, Neenah, River and Graphic Arts Operations, Plan 067
American National Can Company Pension Plan for Joint UPIU Hourly
Employees at the Neenah, River, Graphic Arts, Neenah Pilot and
Menominee Operations and Former Joint UPIU Hourly Employees, Plan 068
American National Can Company Pension Agreement on Pension Plan for
Menasha Hourly Employees, Plan 069
American National Can Company Lincoln Park Hourly Employees' Pension,
Plan 110
American National Can Company Pension Plan for Washington, New Jersey
Hourly Employees, Plan 111
American National Can Company Pension Plan for Neenah Graphics
Communications Int'l Union Hourly Employees, Plan 139
American National Can Company American National Can Company Pension
Plan for St. Louis Park Hourly Employees, Plan 163
American National Can Company Pension Plan for Minneapolis GCIU
Employees, Plan 174
American National Can Company Pension Plan for Bellevue, Ohio
Unorganized Hourly Employees, Plan 177
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EXHIBIT B
ANC SALARIED PENSION PLAN
The portion of the American National Can Company Combined Pension
Plan, Plan No. 034, formerly known as the "American National Can Company Pension
Plan for Salaried Employees, Plan 020"
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EXHIBIT C
EXAMPLE FOR DETERMINING PAY USED FOR THE ANC BENEFIT
PAST PAY HISTORY UNTIL THE SEPARATION DATE
Service Start Date 8/1/88 Highest Average
Separation Date 8/1/99 Salary (HAS)
Past Pay Salary Scale 6.00% at Separation Date
------------------
For 08/01/1998 to 07/31/1999 $ 50,000 * $ 44,651
For 08/01/1997 to 07/31/1998 $ 47,170 * $ 42,124
For 08/01/1996 to 07/31/1997 $ 44,500 * $ 39,739
For 08/01/1995 to 07/31/1996 $ 41,981 * $ 37,490
For 08/01/1994 to 07/31/1995 $ 39,605 * $ 35,368
For 08/01/1993 to 07/31/1994 $ 37,363
For 08/01/1992 to 07/31/1993 $ 35,248
For 08/01/1991 to 07/31/1992 $ 33,253
For 08/01/1990 to 07/31/1991 $ 31,371
For 08/01/1989 to 07/31/1990 $ 29,595
For 08/01/1988 to 07/31/1989 $ 27,920
Notes:
1. Highest Average Salary (HAS) is compared.
2. A prorata portion of 5% is used for partial 12 month periods.
3. The years used for the Pechiney Plastics HAS determines
which 5 years to use for the ANC (5% limited) HAS.
4. The asterisk(*) represents the 60 consecutive month period used
for Highest Average Salary.
CALCULATION OF FUTURE ALLOWABLE PAY FOR THE ANC PORTION OF THE BENEFIT
Date Employment with
Pechiney Plastics Terminated 2/28/10 Actual
Pechiney Plastics Highest Average Years of
Highest Average Salary (HAS) Service After the
Actual Pay Salary (HAS) at Separation Date Separation Date
------------- ----------------- ------------------ ------------------
For 03/01/2009 to 02/28/2010 $ 83,378 * $ 75,602 $ 44,651 10.5833
For 03/01/2008 to 02/28/2009 $ 80,948 * $ 72,066 $ 44,651 9.5833
For 03/01/2007 to 02/28/2008 $ 74,961 * $ 68,633 $ 44,651 8.5833
For 03/01/2006 to 02/28/2007 $ 71,053 * $ 65,563 $ 44,651 7.5833
For 03/01/2005 to 02/28/2006 $ 67,669 * $ 62,708 $ 44,651 6.5833
For 03/01/2004 to 02/28/2005 $ 65,698 $ 59,886 $ 44,651 5.5833
For 03/01/2003 to 02/28/2004 $ 63,785 $ 57,046 $ 44,651 4.5833
For 03/01/2002 to 02/28/2003 $ 59,612 $ 44,651 3.5833
For 03/01/2001 to 02/28/2002 $ 56,774 $ 44,651 2.5833
For 03/01/2000 to 02/28/2001 $ 53,560 $ 44,651 1.5833
For 03/01/1999 to 02/28/2000 $ 51,500 $ 44,651 0.5833
Maximum
Allowable
HAS For Pay Used For
5% Factor ANC Benefit The ANC Benefit
--------- ----------- ---------------
For 03/01/2009 to 02/28/2010 1.6759 $ 74,831 $ 74,831
For 03/01/2008 to 02/28/2009 1.5961 $ 71,268 $ 71,268
For 03/01/2007 to 02/28/2008 1.5201 $ 67,874 $ 67,874
For 03/01/2006 to 02/28/2007 1.4477 $ 64,642 $ 64,642
For 03/01/2005 to 02/28/2006 1.3788 $ 61,565 $ 61,565
For 03/01/2004 to 02/28/2005 1.3131 $ 58,631 $ 58,631
For 03/01/2003 to 02/28/2004 1.2506 $ 55,841 $ 55,841
For 03/01/2002 to 02/28/2003 1.1910 $ 53,180
For 03/01/2001 to 02/28/2002 1.1343 $ 50,648
For 03/01/2000 to 02/28/2001 1.0803 $ 48,237
For 03/01/1999 to 02/28/2000 1.0289 $ 45,942
Highest
SUMMARY Average Salary
--------------
Highest Average Salary (HAS) at Separation Date $ 44,651
Pay Used For The ANC Benefit $ 74,831
Actual Pechiney Plastics Highest Average Salary (HAS) $ 75,602
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EXHIBIT D-1
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED HOURLY EMPLOYEES
EXAMPLE FOR SHELBYVILLE UNORGANIZED (FORMER PLAN #051)
EXAMPLE 1 - TRANSFERRED HOURLY EMPLOYEE BECOMES ELIGIBLE FOR EARLY RETIREMENT
AFTER THE SEPARATION DATE
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER 15 YEARS LATER
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99 (Assumed) 8/1/04 8/1/09 8/1/14
Age 50 55 60 65
Total Combined Service 10 15 20 25
Benefit Level** $ 19.25 $ 21.75 $ 24.25 $ 26.75
All Service Benefit Eligibility Term Vested Early Early Normal
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 192.50 $ 326.25 $ 485.00 $ 668.75
Less ANC Age 65 Benefit (192.50) (192.50) (192.50) (192.50)
--------------- ------------- -------------- --------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 133.75 $ 292.50 $ 476.25
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 326.25 $ 485.00 $ 668.75
Early Retirement Reduction Factor* x 0.70 x 0.85 x 1.00
------------- -------------- --------------
Total All Service Early Retirement Benefit N/A $ 228.38 $ 412.25 $ 668.75
ANC Age 65 Benefit $ 192.50 $ 192.50 $ 192.50
Early Retirement Reduction Factor* x 0.70 x 0.85 x 1.00
------------- -------------- --------------
ANC's Portion of Early Retirement Benefit N/A $ 134.75 $ 163.63 $ 192.50
Pechiney Plastics' Portion of Early Retirement Benefit N/A $ 93.63 $ 248.62 $ 476.25
* 3% early retirement reduction from age 62 if 30 years of service; otherwise,
3% reduction from age 65
** Benefit Level at Separation Date is highest negotiated Benefit Level at
Separation Date; assumed $0.50 increase in the Benefit Level per year thereafter
1 of 5
16
EXHIBIT D-2
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED HOURLY EMPLOYEES
EXAMPLE FOR SHELBYVILLE UNORGANIZED (FORMER PLAN #051)
EXAMPLE 2 - TRANSFERRED HOURLY EMPLOYEE CURRENTLY ELIGIBLE FOR EARLY RETIREMENT
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER
--------------- ------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09
Age 55 60 65
Total Combined Service 15 20 25
Benefit Level** $ 19.25 $ 21.75 $ 24.25
All Service Benefit Eligibility Early Early Normal
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 288.75 $ 435.00 $ 606.25
Less ANC Age 65 Benefit (288.75) (288.75) (288.75)
--------------- --------------- ---------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 146.25 $ 317.50
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 288.75 $ 435.00 $ 606.25
Early Retirement Reduction Factor* x 0.70 x 0.85 x 1.00
--------------- --------------- ---------------
Total All Service Early Retirement Benefit $ 202.13 $ 369.75 $ 606.25
ANC Age 65 Benefit $ 288.75 $ 288.75 $ 288.75
Early Retirement Reduction Factor* x 0.70 x 0.85 x 1.00
---------------- --------------- ---------------
ANC's Portion of Early Retirement Benefit $ 202.13 $ 245.44 $ 288.75
Pechiney Plastics' Portion of Early Retirement Benefit N/A $ 124.31 $ 317.50
* 3% early retirement reduction from age 62 if 30 years of service; otherwise,
3% reduction from age 65
** Benefit Level at Separation Date is highest negotiated Benefit Level at
Separation Date; assumed $0.50 increase in the Benefit Level per year
thereafter
2 of 5
17
EXHIBIT D-3
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED HOURLY EMPLOYEES
EXAMPLE FOR SHELBYVILLE UNORGANIZED (FORMER PLAN #051)
EXAMPLE 3 - TRANSFERRED HOURLY EMPLOYEE BECOMES ELIGIBLE FOR UNREDUCED
RETIREMENT AFTER THE SEPARATION DATE
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER 13 YEARS LATER
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09 8/1/12
Age 52 57 62 65
Total Combined Service 20 25 30 33
Benefit Level** $ 19.25 $ 21.75 $ 24.25 $ 25.75
All Service Benefit Eligibility Term Vested Early Unreduced Normal
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 385.00 $ 543.75 $ 727.50 $ 849.75
Less ANC Age 65 Benefit (385.00) (385.00) (385.00) (385.00)
--------------- ------------- -------------- --------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 158.75 $ 342.50 $ 464.75
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 543.75 $ 727.50 $ 849.75
Early Retirement Reduction Factor* x 0.76 x 1.00 x 1.00
------------- -------------- --------------
Total All Service Early Retirement Benefit N/A $ 413.25 $ 727.50 $ 849.75
ANC Age 65 Benefit $ 385.00 $ 385.00 $ 385.00
Early Retirement Reduction Factor* x 0.76 x 1.00 x 1.00
------------- -------------- --------------
ANC's Portion of Early Retirement Benefit N/A $ 292.60 $ 385.00 $ 385.00
Pechiney Plastics' Portion of Early Retirement Benefit N/A $ 120.65 $ 342.50 $ 464.75
* 3% early retirement reduction from age 62 if 30 years of service; otherwise,
3% reduction from age 65
** Benefit Level at Separation Date is highest negotiated Benefit Level at
Separation Date; assumed $0.50 increase in the Benefit Level per year thereafter
3 of 5
18
EXHIBIT D-4
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED HOURLY EMPLOYEES
EXAMPLE FOR SHELBYVILLE UNORGANIZED (FORMER PLAN #051)
EXAMPLE 4 - TRANSFERRED HOURLY EMPLOYEE BECOMES VESTED AFTER THE SEPARATION DATE
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER 15 YEARS LATER
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09 8/1/14
Age 45 50 55 60
Total Combined Service 4 9 14 19
Benefit Level** $ 19.25 $ 21.75 $ 24.25 $ 26.75
All Service Benefit Eligibility Nonvested Term Vested Term Vested Early
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 0.00 $ 195.75 $ 339.50 $ 508.25
Less ANC Age 65 Benefit 0.00 (77.00) (77.00) (77.00)
--------------- ------------- -------------- --------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 118.75 $ 262.50 $ 431.25
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 508.25
Early Retirement Reduction Factor* x 0.85
-------------
Total All Service Early Retirement Benefit N/A N/A N/A $ 432.01
ANC Age 65 Benefit $ 77.00
Early Retirement Reduction Factor* x 0.85
-------------
ANC's Portion of Early Retirement Benefit N/A N/A N/A $ 65.45
Pechiney Plastics' Portion of Early Retirement Benefit N/A N/A N/A $ 366.56
* 3% early retirement reduction from age 62 if 30 years of service; otherwise,
3% reduction from age 65
** Benefit Level at Separation Date is highest negotiated Benefit Level at
Separation Date; assumed $0.50 increase in the Benefit Level per year
thereafter
4 of 5
19
EXHIBIT D-5
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED HOURLY EMPLOYEES
EXAMPLE FOR JOINT GCIU PLAN 067 AND JOINT UPIU PLAN 068
EXAMPLE 5 - TRANSFERRED HOURLY EMPLOYEE WHO TRANSFERS BETWEEN BENEFIT STRUCTURES
BEFORE THE SEPARATION DATE
FACTS
A Transferred Hourly Employee works at a facility and accrues a $50
monthly pension benefit under Plan I (which may be the ANC Salaried
Pension Plan or one of the ANC Hourly Pension Plans but for purposes of
this example is the Joint GCIU Plan 067). Before the Separation Date, the
Transferred Hourly Employee transfers to a different facility and accrues
an additional $100 monthly pension benefit in one of the ANC Hourly
Pension Plans, i.e., the Joint UPIU Plan 068, and the Transferred Hourly
Employee is not eligible for an early retirement benefit on the
Separation Date.
Assume that after the Separation Date the Transferred Hourly Employee
accrues an additional monthly pension benefit under the Pechiney Plastics
mirror-offset plan (for the Joint UPIU benefit structure) of $200 and
retires at age 55 with 15 years of combined ANC and Pechiney Plastics
service. (He has "grown in" to an early retirement benefit).
The Pechiney Plastics mirror-offset benefit is ONLY based on the $100
"ANC" accrued monthly pension benefit under the Joint UPIU Plan 068.
NOTE: the $50 accrued monthly pension benefit under the Plan I - ANC
Joint GCIU Plan 067 is ignored for mirror-offset purposes.
The Transferred Hourly Employee is also eligible for a terminated vested
benefit with respect to the $50 accrued monthly pension benefit (under
the Plan I - ANC GCIU Plan 067). Therefore, the Plan I - ANC Joint GCIU
Plan 067 will be amended to recognize service with Pechiney Plastics
after the Separation Date (for vesting and benefit eligibility purposes)
so that in the example the Transferred Hourly Employee is eligible for an
early retirement benefit with respect to the $50 accrued monthly pension
benefit under the Plan I - ANC Joint GCIU Plan 067.
The salaried benefit structure and the Plastics and Tubes hourly benefit
structures in the ANC Combined Plan will be amended to address this issue
where appropriate.
5 of 5
20
EXHIBIT E-1
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED SALARIED EMPLOYEES
EXAMPLE FOR SALARIED (FORMER PLAN #020)
EXAMPLE 1 - TRANSFERRED SALARIED EMPLOYEE BECOMES ELIGIBLE FOR EARLY RETIREMENT
AFTER THE SEPARATION DATE
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER 15 YEARS LATER
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09 8/1/14
Age 50 55 60 65
Total Combined Service 10 15 20 25
Pay Used For The ANC Benefit** $ 50,000 $ 63,814 $ 81,445 $ 103,947
All Service Benefit Eligibility Term Vested Early Early Normal
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 625.00 $ 1,196.51 $ 2,036.13 $ 3,248.34
Less ANC Age 65 Benefit (625.00) (797.68) (1,018.06) (1,299.34)
--------------- ------------- -------------- --------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 398.83 $ 1,018.07 $ 1,949.00
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 1,196.51 $ 2,036.13 $ 3,248.34
Early Retirement Reduction Factor* x 0.79 x 0.94 x 1.00
------------- -------------- --------------
Total All Service Early Retirement Benefit N/A $ 945.24 $ 1,913.96 $ 3,248.34
ANC Age 65 Benefit $ 797.68 $ 1,018.06 $ 1,299.34
Early Retirement Reduction Factor* x 0.79 x 0.94 x 1.00
------------- -------------- --------------
ANC's Portion of Early Retirement Benefit N/A $ 630.17 $ 956.98 $ 1,299.34
Pechiney Plastics' Portion of Early Retirement Benefit N/A $ 315.07 $ 956.98 $ 1,949.00
* 3% early retirement reduction from age 62
** Assumes 5% salary increases
1 of 4
21
EXHIBIT E-2
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED SALARIED EMPLOYEES
EXAMPLE FOR SALARIED (FORMER PLAN #020)
EXAMPLE 2 - TRANSFERRED SALARIED EMPLOYEE CURRENTLY ELIGIBLE FOR EARLY
RETIREMENT
Separation Date 5 Years Later 10 Years Later
--------------- --------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09
Age 55 ------- 60 ------- 65
Total Combined Service 15 20 25
Pay Used For The ANC Benefit** $ 50,000 $ 63,814 $ 81,445
All Service Benefit Eligibility Early Early Normal
NORMAL RETIREMENT BENEFIT
All Service Age 65 Benefit $ 937.50 $ 1,595.35 $ 2,545.16
Less ANC Age 65 Benefit (937.50) (1,196.51) (1,527.09)
--------------- --------------- --------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 398.84 $ 1,018.07
EARLY RETIREMENT BENEFIT
Total All Service Age 65 Benefit $ 937.50 $ 1,595.35 $ 2,545.16
Early Retirement Reduction Factor* x 0.79 x 0.94 x 1.00
--------------- --------------- --------------
Total All Service Early Retirement Benefit $ 740.63 $ 1,499.63 $ 2,545.16
ANC Age 65 Benefit $ 937.50 $ 1,196.51 $ 1,527.09
Early Retirement Reduction Factor* x 0.79 x 0.94 x 1.00
--------------- --------------- --------------
ANC's Portion of Early Retirement Benefit $ 740.63 $ 1,124.72 $ 1,527.09
Pechiney Plastics' Portion of Early Retirement Benefit N/A $ 374.91 $ 1,018.07
* 3% early retirement reduction from age 62
** Assumes 5% salary increases
2 of 4
22
EXHIBIT E-3
AMERICAN NATIONAL CAN COMPANY
BENEFIT ILLUSTRATIONS FOR TRANSFERRED SALARIED EMPLOYEES
EXAMPLE FOR SALARIED (FORMER PLAN #020)
EXAMPLE 3 - TRANSFERRED SALARIED EMPLOYEE BECOMES ELIGIBLE FOR UNREDUCED RETIREMENT AFTER THE SEPARATION DATE
SEPARATION DATE 5 YEARS LATER 10 YEARS LATER 13 YEARS LATER
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09 8/1/12
Age 52 57 62 65
Total Combined Service 20 25 30 33
Pay Used For The ANC Benefit** $ 50,000 $ 63,814 $ 81,445 $ 94,283
All Service Benefit Eligibility Term Vested Early Unreduced Normal
Normal Retirement Benefit
All Service Age 65 Benefit $ 1,250.00 $ 1,994.19 $ 3,054.19 $ 3,889.17
Less ANC Age 65 Benefit (1,250.00) (1,595.35) (2,036.13) (2,357.08)
-------------- ---------------- --------------- ---------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 398.84 $ 1,018.06 $ 1,532.09
Early Retirement Benefit
Total All Service Age 65 Benefit $ 1,994.19 $ 3,054.19 $ 3,889.17
Early Retirement Reduction Factor* x 0.85 x 1.00 x 1.00
---------------- --------------- ---------------
Total All Service Early Retirement Benefit N/A $ 1,695.06 $ 3,054.19 $ 3,889.17
ANC Age 65 Benefit $ 1,595.35 $ 2,036.13 $ 2,357.08
Early Retirement Reduction Factor* x 0.85 x 1.00 x 1.00
---------------- --------------- ---------------
ANC's Portion of Early Retirement Benefit N/A $ 1,356.05 $ 2,036.13 $ 2,357.08
Pechiney Plastics' Portion of Early
Retirement Benefit N/A $ 339.01 $ 1,018.06 $ 1,532.09
* 3% early retirement reduction from age 62
** Assumes 5% salary increases
3 of 4
23
EXHIBIT E-4
American National Can Company
Benefit Illustrations For Transferred Salaried Employees
Example for Salaried (Former Plan #020)
Example 4 - Transferred Salaried Employee Becomes Vested
After the Separation Date
Separation Date 5 Years Later 10 Years Later 15 Years Later
--------------- ------------- -------------- --------------
Date of Termination of Employment 8/1/99(Assumed) 8/1/04 8/1/09 8/1/14
Age 45--------- 50--------- 55----- 60
Total Combined Service 4 9 14 19
Pay Used For The ANC Benefit** 50,000 63,814 81,445 103,947
All Service Benefit Eligibility Nonvested Term Vested Early Early
Normal Retirement Benefit
All Service Age 65 Benefit $ 0.00 $ 717.91 $ 1,425.29 $ 2,468.74
Less ANC Age 65 Benefit 0.00 (319.07) (407.23) (519.74)
----------------- -------------- --------------- ----------------
Pechiney Plastics Age 65 Benefit $ 0.00 $ 398.84 $ 1,018.06 $ 1,949.00
Early Retirement Benefit
Total All Service Age 65 Benefit $ 1,425.29 $ 2,468.74
Early Retirement Reduction Factor* x 0.79 x 0.94
--------------- ----------------
Total All Service Early Retirement Benefit N/A N/A $ 1,125.98 $ 2,320.62
ANC Age 65 Benefit $ 407.23 $ 519.74
Early Retirement Reduction Factor* x 0.79 x 0.94
--------------- ----------------
ANC's Portion of Early Retirement Benefit N/A N/A $ 321.71 $ 488.56
Pechiney Plastics' Portion of Early
Retirement Benefit N/A N/A $ 804.27 $ 1,832.06
* 3% early retirement reduction from age 62
** Assumes 5% salary increases
4 of 4
