View:
As Filed with the Securities and Exchange Commission on June 12, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________________________________________
A. O. SMITH CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 39-0619790
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
Identification No.) or Organization)
A. O. Smith Corporation
11270 West Park Place (Zip Code) 53224
Post Office Box 23973 (Zip Code) 53223-0973
Milwaukee, Wisconsin
(Address of Principal Executive Offices)
__________________________________________________________________
A. O. SMITH PROFIT SHARING RETIREMENT PLAN,
As Amended Effective July 1, 1996
(Full Title of Plan)
___________________________________________________________________
W. David Romoser
Vice President, General Counsel and Secretary
A. O. Smith Corporation
Post Office Box 23973
Milwaukee, WI 53223-0973
(Name and Address of Agent for Service)
Telephone Number Including Area Code
of Agent for Service: (414) 359-4137
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of to be offering aggregate Amount of
securities registered price per offering registratio
to be registered (1) share (2) price (2) n fee (2)
Common Stock, $1 100,000
par value shares $26.9375 $2,693,750.00 $930.00
(1)Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2)Estimated solely for the purposes of computing the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of
the average of the high and low sales price of A. O. Smith Corporation
Common Stock in New York Stock Exchange composite transactions on June 10,
1996.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by A. O. Smith Corporation (the
"Company") and the A. O. Smith Profit Sharing Retirement Plan (the "Plan")
with the Securities and Exchange Commission are hereby incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, which contains audited financial statements
for the Registrant's latest fiscal year.
(b) All other reports filed by the Company with the Securities and
Exchange Commission pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since December 31, 1995.
(c) The description of the Company's Common Stock included in Item 4
of the Company's Form 8-A, filed December 9, 1994, for the
registration of the Common Stock with the Securities and Exchange
Commission, including any amendments or reports filed for the purpose
of updating such description.
All documents subsequently filed by the Company or the Plan pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under the provisions of Section 145 of the Delaware General
Corporation Law, the Company is required to indemnify any officer or
director against expenses arising out of legal proceedings in which the
director or officer becomes involved by reason of being a director or
officer if the director or officer is successful in the defense of such
proceedings. Section 145 also provides that the Company may indemnify a
director or officer in connection with a proceeding in which he or she is
not successful in defending if it is determined that he or she acted in
good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the Company or, in the case of a criminal action, if
it is determined that he or she had no reasonable cause to believe his or
her conduct was unlawful. Liabilities for which a director or officer may
be indemnified include amounts paid in satisfaction of settlements,
judgments, fines and other expenses (including attorneys' fees incurred in
connection with such proceedings). In a stockholder derivative action, no
indemnification may be paid in respect of any claim, issue or matter as to
which the director or officer has been adjudged to be liable to the
Company (except for expenses allowed by a court).
Under the provisions of Article VII of the Company's By-Laws and
individual indemnity agreements between the Company and its directors and
certain of its officers, the Company is required to indemnify officers or
directors to a greater extent than under the current provisions of Section
145 of the Delaware General Corporation Law. Except with respect to
stockholder derivative actions, the agreements and the By-Law provisions
generally state that the director or officer will be indemnified against
expenses, amounts paid in settlement and judgments, fines, penalties
and/or other amounts incurred with respect to any threatened, pending or
completed proceeding (including, without limitation, proceedings brought
under and/or predicated upon the Securities Act of 1933 and/or the
Securities Exchange Act of 1934); provided that (i) such individual did
not engage in criminal, fraudulent or intentional misconduct in the
performance of his or her duties to the Company; (ii) with respect to
criminal actions, such individual had no reasonable cause to believe his
or her conduct was unlawful; and (iii) with respect to securities law
actions, such individual acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company and its stockholders.
The foregoing standards also apply with respect to the
indemnification of expenses incurred in a stockholder derivative suit.
However, in order for a director or officer to be indemnified for
settlement amounts or judgments incurred in a derivative suit, it also
must be determined that (i) such individual has not breached his or her
duty of loyalty to the Company or its stockholders; (ii) has not committed
acts or omissions in bad faith or which involve intentional misconduct or
a knowing violation of the law; (iii) has not engaged in any willful or
negligent conduct in paying dividends or repurchasing stock of the Company
out of other than lawfully available funds; and (iv) has not derived an
improper personal benefit from the subject transaction.
In addition, with respect to the indemnification of settlement
amounts in any type of action, such settlement must be determined to be in
the best interests of the Company and its stockholders and not to be
materially unreasonable in amount.
In addition, the Company maintains insurance policies which provide
coverage to its directors and officers against certain liabilities.
Item 7. Exemption From Registration Claimed
Not Applicable.
Item 8. Exhibits
The exhibits filed herewith or incorporated by reference are set
forth in the attached Exhibit Index.
Item 9. Undertakings
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
Provided, however, that paragraphs A.(1)(i) and A.(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 and each filing of the Plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding and other than
payments under the insurance policies referred to in Item 6) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction, the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
D. The undersigned registrant hereby undertakes that this Plan, and any
amendment thereto, will be submitted in a timely manner to the Internal
Revenue Service ("IRS") and will make all changes required by the IRS in
order to qualify the Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act
of 1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Milwaukee,
State of Wisconsin, on this 11th day of June, 1996.
A. O. SMITH CORPORATION
By:/s/Robert J. O'Toole
Robert J. O'Toole, Chairman,
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of A. O. Smith
Corporation, hereby severally constitute and appoint Robert J. O'Toole,
Glen R. Bomberger, John J. Kita, W. David Romoser and Jolene L. Shellman,
and each of them, agent and attorney-in-fact, with full power of
substitution and resubstitution, for them and in their names, place and
stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as each of us might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his or her substitute(s), may lawfully do or
cause to be done by virtue thereof.
WITNESS OUR HANDS ON THE DATES SET FORTH BELOW.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signatures Title Date
/s/Robert J. O'Toole Chairman, President, Chief June 11, 1996
Robert J. O'Toole Executive Officer and
Director (Principal
Executive Officer)
/s/Glen R. Bomberger Executive Vice President, June 11, 1996
Glen R. Bomberger Chief Financial Officer and
Director (Principal
Financial Officer)
/s/John J. Kita Vice President, Treasurer June 11, 1996
John J. Kita and Controller (Principal
Accounting Officer)
/s/Tom H. Barrett Director June 11, 1996
Tom H. Barrett
/s/Russell G. Cleary Director June 11, 1996
Russell G. Cleary
/s/Thomas I. Dolan Director June 11, 1996
Thomas I. Dolan
/s/Leander W. Jennings Director June 11, 1996
Leander W. Jennings
/s/Dr. Agnar Pytte Director June 11, 1996
Dr. Agnar Pytte
/s/Donald J. Schuenke Director June 11, 1996
Donald J. Schuenke
/s/Arthur O. Smith Director June 11, 1996
Arthur O. Smith
/s/Bruce M. Smith Director June 11, 1996
Bruce M. Smith
The Plan. Pursuant to the requirements of the Securities Act of
1933, the persons who administer the A. O. Smith Profit Sharing Retirement
Plan have duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Milwaukee, State of Wisconsin, on June 11, 1996.
A. O. SMITH PROFIT SHARING RETIREMENT PLAN
By:/s/W. David Romoser
W. David Romoser
Vice President, General Counsel & Secretary
A. O. Smith Corporation
EXHIBIT INDEX
Exhibit No. Exhibits Page No.
4 A. O. Smith Profit Sharing
Retirement Plan --
23 Consent of Ernst & Young LLP --
24 Power of Attorney relating to subsequent
amendments (included on the signature page
to this Registration Statement) --
Exhibit 4
A. O. SMITH
PROFIT SHARING RETIREMENT PLAN
As Amended and Restated
Effective January 1, 1989
A. O. SMITH
PROFIT SHARING RETIREMENT PLAN
Table of Contents
Section Page
ARTICLE I: DEFINITIONS
1.1 Definitions 1
1.2 Construction 5
ARTICLE II: PARTICIPATION
2.1 Participation 5
2.2 Eligibility Upon Reemployment 5
2.3 Leave of Absence 5
ARTICLE III: TRUST
3.1 Establishment 6
ARTICLE IV: CONTRIBUTIONS BY ELIGIBLE EMPLOYEES
TO THE TRUST
4.1 Tax-Deferred Contributions 6
4.2 Change in Tax-Deferred Contributions 6
4.3 Rollover Contributions 6
4.4 Transfers of Account Balances 7
4.5 Limitations 8
ARTICLE V: CONTRIBUTIONS BY THE EMPLOYER
TO THE TRUST FUND
5.1 Company Matching Contributions 9
5.2 Limitation on Contributions 10
5.3 Individual Employer Contributions 11
5.4 Effect of Deficit of Individual Employer 11
ARTICLE VI: INVESTMENT CONTRIBUTIONS
6.1 Investment Funds 11
6.2 Participant's Elections of Investment Fund 12
6.3 Transfers Between Funds 12
ARTICLE VII: ALLOCATION OF COMPANY MATCHING CONTRIBUTIONS
7.1 Allocations 12
7.2 Eligible Employees Sharing in Company Matching
Contributions 12
7.3 Accounts 13
ARTICLE VIII: ALLOCATION OF NONVESTED FORFEITURES AND
CHANGES IN THE VALUE OF THE TRUST
8.1 Allocation of Forfeitures 13
8.2 Allocation of Changes in Value 14
ARTICLE IX: BENEFITS
9.1 Fully Vested Benefits 14
9.2 Benefits Upon Other Terminations of Employment 15
9.3 Special Rule for Divestitures 15
9.4 Beneficiaries 16
9.5 Time of Payments 16
9.6 Committee to Direct Payment 17
ARTICLE X: WITHDRAWALS
10.1 Withdrawal With Less Than Five Years 17
10.2 Five-Year Withdrawal 17
10.3 Hardship Withdrawals 17
10.4 Total Withdrawal at Age 59-1/2 18
10.5 Withdrawal by Participants 18
10.6 General Conditions Applicable 19
ARTICLE XI: PLAN LOANS
11.1 Procedure and Terms 20
ARTICLE XII: ELIGIBLE ROLLOVER DISTRIBUTION
12.1 Definitions 21
12.2 Direct Rollover Option 22
ARTICLE XIII: ADMINISTRATION
13.1 Committee 22
13.2 Manner of Acting 23
13.3 Standard of Review 23
13.4 Certification of Benefits 23
13.5 Benefit Over Payments 23
13.6 Plan Administrator; Named Fiduciary 23
13.7 Elections 23
ARTICLE XIV: CLAIMS PROCEDURE
14.1 Initial Claim 24
14.2 Denial of Claims; Appeals 24
ARTICLE XV: AMENDMENTS
15.1 Amendments 24
ARTICLE XVI: TERMINATION
16.1 Termination; Full Vesting 24
16.2 Exclusive Benefit; Non-Reversion 25
ARTICLE XVII: MISCELLANEOUS
17.1 Plan Not an Extension of Employee Rights 25
17.2 Spendthrift Clause 25
17.3 Mergers, Consolidations and Transfers of
Plan Assets 25
17.4 Limitation on Annual Additions 25
17.5 Top-Heavy Restrictions 27
17.6 Retroactive Revisions 28
Schedule A 30
Schedule B 31
A. O. SMITH
PROFIT SHARING RETIREMENT PLAN
ARTICLE I: DEFINITIONS
Section 1.1. Definitions. The following words and phrases when used in
the Plan, unless the context clearly indicates otherwise, shall have the
following respective meanings:
(a) After-Tax Employee Contributions: Amounts which were contributed to
the Plan by Participants on an after-tax basis prior to January 1,
1987. Such prior contributions will be retained in the Plan and
invested and distributed in accordance with its terms.
(b) Average Net Worth: The amount computed by adding together the
consolidated net worth of the Company and related corporations for
each month of the Plan Year, computed as of the first day of each
such month and dividing such sum by the number of months in such Plan
Year. Consolidated net worth shall be determined in accordance with
generally accepted accounting principles except as that:
(i) For Plan Years beginning after 1989, foreign currency
translations and adjustments to net worth required by Financial
Accounting Standards Board Statement No. 87, shall not be taken into
account in the computation; and
(ii) The one-time adjustment to net worth made by the Company in 1992
for Financial Accounting Standards Board Statement No. 106 shall be
disregarded in computing consolidated net worth for Plan Year 1992,
but such adjustment shall be fully amortized over 20 years.
The Company shall determine Average Net Worth for each Plan Year and
shall certify in writing the amount thereof, and such determination in
good faith shall be final and conclusive for all purposes of the Plan.
(c) Board: The Board of Directors of the Company.
(d) Code: The Internal Revenue Code of 1986, as amended, and all
applicable regulations issued pursuant thereto.
(e) Committee: The Committee appointed by the Plan Administrator
pursuant to Section 13.1 to perform duties as provided herein.
(f) Company: A. O. Smith Corporation, a corporation organized under the
laws of the State of Delaware.
(g) Company Matching Contributions: The contributions made by the
Employers pursuant to Section 5.1.
(h) Compensation: The total of all salary and commissions paid by an
Employer to an Eligible Employee, including overtime compensation,
amounts paid under the Milwaukee Performance Incentive Compensation
Plan, any Tax-Deferred Contributions, and any other salary reduction
contributions pursuant to Code Section 401(k) or 125, but excluding
bonuses and other additional compensation. The maximum annual
compensation utilized herein for any Eligible Employee in a Plan Year
shall be $200,000 (or such higher amount permitted pursuant to
applicable regulations due to cost of living increases). Effective
January 1, 1994 the maximum annual compensation shall be $150,000 (or
such higher amounts as may be permitted pursuant to applicable
regulations due to cost of living increases).
(i) Controlled Group Member: Any member of a controlled group of
corporations, a group of trades or businesses under common control or
an affiliated service group member, as defined in Code
Section 414(b), (c) and (m) that includes the Company.
(j) Eligible Employee:
(i) Any person actively employed by one or more Employers either on
a semi-monthly salary or commission basis, whose employment is
scheduled to be, or is actually, at the rate of at least 1,000 Hours
of Service in a Plan Year.
(ii) The following persons are not eligible to participate in the
Plan:
(A) directors who are not also officers or employees of an
Employer;
(B) persons retained or leased by an Employer to do independent
work on a fee or contract basis, including any "leased
employees" as defined in Code Section 414(n);
(C) employees of an Employer who are not regularly employed in
the United States, except those employees who are affirmatively
included in the Plan;
(D) persons who are employed in a collective bargaining unit
with which an Employer has a bargaining agreement unless such
agreement specifically provides that persons in such unit shall
be covered by the Plan;
(E) except by special affirmative action of the Board,
employees engaged in any division of or at any location of an
Employer, which division or location exists as the result of
acquisition by such Employer subsequent to August 1, 1963, of
the facilities and employees of another business entity which
was not itself an Employer;
(F) persons who are classified as temporary employees; or
(G) persons who are classified as weekly salaried employees.
(k) Employer: The Company and those subsidiary and affiliated
corporations (designated from time to time by the Company as being
eligible to be included in the Plan) adopting the Plan by appropriate
corporation action. As of January 1, 1989 the following subsidiary
and affiliated corporations are included in the Plan:
Smith Fiberglass Products Inc.
AgriStor Credit Corporation
A. O. Smith Harvestore Products Inc.
(l) ERISA: Employee Retirement Income Security Act of 1974 (P.L. 93-406)
and all applicable regulations issued pursuant thereto.
(m) Fiduciaries: The Company, the Committee, the Plan Administrator, the
Investment Policy Committee, and the Trustee, but only with respect
to the specific responsibilities of each, as required by the Plan.
(n) Highly Compensated Eligible Employee: An Eligible Employee who meets
the definition of Section 414(q) under the Code for any Plan Year.
Notwithstanding the foregoing, to the extent permitted in Revenue
Procedure 93-42 (or any comparable Internal Revenue pronouncement)
the determination of a Highly Compensated Eligible Employee may be
made by means of the simplified identification method described in
Revenue Procedure 93-42, including the use of a snapshot day if
applicable.
(o) Hour of Service:
(i) An Hour of Service shall be an hour for which the employee is
paid for services performed for a Controlled Group Member and
such hours directly or indirectly paid for reasons other than
the performance of duties during the applicable computation
period, such as vacation, holidays, paid sick or funeral leaves,
jury duty, layoff, military leaves (as defined in the Veteran's
Reemployment Rights Act), approved personal leaves, and similar
paid periods of nonworking time.
(ii) Hours of Service which are paid for other than at the time they
accrued shall be deemed accumulated for purposes of the Plan
during the period for which they accrued regardless of when
payment is made.
(iii) Hours of Service shall accrue for periods of absence when an
employee is on a disability leave and receiving reduced pay from
a Company sponsored long-term disability program.
(iv) Upon affirmative resolution of the Board, Hours of Service shall
be accrued for each Eligible Employee who was employed by a
predecessor organization prior to its becoming a Controlled
Group Member. Schedule A reflects such Board action taken
through June 30, 1990.
(v) Hours of Service shall accrue, unless otherwise counted herein,
for hours pertaining to back pay awards, irrespective of
mitigation of damages.
(vi) Hours of Service shall be counted in accordance with Department
of Labor Regulations at CFR 2530.200b-2(b) and (c).
(p) Investment Policy Committee: The Investment Policy Committee of the
Board.
(q) Participant: An Eligible Employee who has elected to make
Tax-Deferred Contributions to the Plan pursuant to Section 4.1. The
term Participant shall also include a former Eligible Employee who
maintains an account balance in the Plan.
(r) Plan: The profit sharing plan herein set forth as from time to time
amended, which shall be known as the "A. O. Smith Profit Sharing
Retirement Plan."
(s) Plan Administrator: The Company.
(t) Plan Year: The 12-month period commencing January 1 and ending
December 31 of each calendar year.
(u) Profit: The consolidated net income of the Company and related
corporations, excluding special items of income and expense not
arising from usual business operations, as determined by the Company,
for a Plan Year after deduction of taxes on income for such year and
before deduction of contributions hereunder for such year, computed
in accordance with generally accepted accounting principles. The
Company shall determine Profit for each Plan Year and shall certify
in writing the amount thereof, and such determination in good faith
shall be final and conclusive for all purposes of the Plan.
(v) Return on Net Worth: The percentage computed by dividing Profit by
Average Net Worth.
(w) Tax-Deferred Contributions: Amounts contributed to the Plan by
Participants pursuant to Section 4.1 which are intended to be
excluded from the Participant's wages for federal income tax purposes
in the year of contribution as a "cash or deferred arrangement" under
Section 401(k) of the Code.
(x) Trust: The trust fund established by the Plan Administrator and
administrated by the Trustee, as described in Article III.
(y) Trustee: Marshall & Ilsley Trust Company or any successor
corporation or individuals appointed by the Plan Administrator to
administer the Trust.
(z) Year of Service: A Plan Year during which an employee accumulates
any Hours of Service.
Section 1.2. Construction.
(a) Terms: Wherever any words are used herein in the masculine, they
shall be construed as though they were used in the feminine in all
cases where they would so apply; and wherever any words are used
herein in the singular or the plural, they shall be construed as
though they were used in the plural or the singular, as the case may
be, in all cases where they would so apply. The words "hereof",
"herein", "hereunder", and all other similar compounds of the word
"here" shall mean and refer to this entire document and not to any
particular Article or Section. Titles of Articles and Sections are
for general information only, and the Plan is not to be construed by
reference thereto.
(b) Applicable Law: The Plan is intended to qualify under
Sections 401(a) and 401(k) of the Code and shall be interpreted so as
to comply with the applicable requirements thereof, where such
requirements are not clearly contrary to the express terms hereof.
In all other respects, the Plan shall be construed and its validity
determined according to the laws of the State of Wisconsin to the
extent such laws are not preempted by applicable requirements of
federal law. In case any provision of the Plan shall be held illegal
or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the Plan, and the Plan shall be
construed and enforced as if said illegal or invalid provisions had
never been included herein.
ARTICLE II: PARTICIPATION
Section 2.1. Participation. Each Eligible Employee who was a Participant
under the provisions of the Plan in effect on December 31, 1988 shall
continue to be a Participant hereunder. Every other Eligible Employee may
become a Participant as soon as administratively feasible after filing an
election to make Tax-Deferred Contributions in accordance with
Section 4.1.
Section 2.2. Eligibility Upon Reemployment. If the employment of a
Participant is terminated for any reason, upon reemployment by an Employer
as an Eligible Employee, such Eligible Employee shall again be entitled to
become a Participant as provided in Section 2.1.
Section 2.3. Leave of Absence. Any period of leave of absence or layoff
as authorized by an Employer shall not be considered to break continuity
of employment, if the Eligible Employee returns within the period
authorized in such leave or layoff, and in computing Years of Service for
all purposes of the Plan, vesting credit shall be given for all such
periods of authorized absence.
ARTICLE III: TRUST
Section 3.1. Establishment. The Plan Administrator, or any committee as
it may from time to time appoint, shall establish an account under the
A. O. Smith Master Trust, to be held and invested by the Trustee pursuant
to the direction of the Plan Administrator, into which the contributions
under the Plan shall be deposited. All contributions made by the
Employers and Participants under the Plan shall be paid into the Trust
established under such agreement, and all property of the Trust, including
income from investments and from all other sources, shall be held by the
Trustee in the Trust for the exclusive benefit of Participants and their
beneficiaries as provided by the Plan, and shall be used to pay benefits
to such Participants as hereinafter provided. The Trustee's fees and
expenses in administering the Trust shall be charged to the corpus of the
Trust as the Company may direct.
ARTICLE IV: CONTRIBUTIONS BY ELIGIBLE EMPLOYEES TO THE TRUST
Section 4.1. Tax-Deferred Contributions. In order to share in Company
Matching Contributions and forfeitures for any Plan Year, an Eligible
Employee must elect to make Tax-Deferred Contributions to the Trust
through regular payroll deductions. Such contributions shall be any whole
percentage, up to a maximum of 16%, of the Eligible Employee's
Compensation for each payroll period; provided, however, that the
Committee may permit or require a contribution to be a fraction of a
percent in order to satisfy the various limitations on contributions
hereunder. The election shall be filed with the Company on such form, in
the manner, and by the time the Committee prescribes. Any Tax-Deferred
Contributions shall be paid to the Trustee as soon as administratively
feasible after the applicable payroll period.
Section 4.2. Change in Tax-Deferred Contributions.
(a) Subject to the provisions of this Article, the rate of a
Participant's Tax-Deferred Contributions shall remain in effect until
changed or suspended. A Participant may, by submitting to the
Company such prior notice as is required by the Committee to assure
uniform and sufficient processing time, change the percentage of his
Tax-Deferred Contributions for future payroll periods.
(b) A Participant may, by submitting to the Company such prior notice as
is required by the Committee to assure uniform and sufficient
processing time, suspend his Tax-Deferred Contributions as of the
first day of any pay period. The Participant may resume such
contributions as of the first pay period following a similar notice.
Section 4.3. Rollover Contributions.
(a) Subject to subsection (b) below, at the direction of the Plan
Administrator, the Trustee shall accept benefits (in the form of
cash) of any Eligible Employee that were maintained in an "individual
retirement account" as defined in Code Section 408. The Plan
Administrator shall not direct the Trustee to accept such benefits
unless the Committee is satisfied that such benefits were originally
derived from a retirement trust or annuity qualified under Code
Section 401 or 403(a) and that such transfer constitutes a valid
rollover pursuant to Code Section 402(a)(5). Effective January 1,
1993, the Trustee shall accept an Eligible Rollover Distribution (as
defined in Section 12.1) in the form of cash from an Eligible
Employee.
(b) Notwithstanding anything herein to the contrary, the Plan
Administrator shall not accept benefits if such benefits:
(i) would be subject to the qualified joint and survivor annuity
rules of Code Section 401(a)(11);
(ii) include contributions made on behalf of the person attempting to
transfer the benefit while he was a "key employee" in a
"top-heavy plan" as those terms are defined in Code Section 416;
or
(iii) represent a partial distribution under Code Section 402(a)(5)(D)
made prior to January 1, 1993.
(c) For investment purposes, the Trustee shall invest the transferred
benefits with the other assets of the Trust in accordance with
Section 6.2. If no investment direction has been received for the
transferred benefit, the amounts shall be invested in the Income
Fund. Any amounts so transferred shall be designated as "Rollover
Contributions" by the Trustee in order to provide for the proper
administration of the Plan. Distribution shall be made in accordance
with Section 9.1 or 9.2, as applicable.
Section 4.4. Transfers of Account Balances.
(a) On a regular basis, the Plan Administrator shall authorize the
transfer of account balances of Participants who have transferred to
a status other than as an Eligible Employee to any other profit
sharing plan of a Controlled Group Member for which such transferred
Participants have become eligible. Account balances of Participants
transferred from the Plan to the Employee 401(k) Savings Plan shall
become fully vested upon such transfer regardless of the
Participant's Years of Service.
(b) Upon the sale of a division, subsidiary, affiliate or any business
operation of the Company, the Committee may authorize the transfer of
account balances of Participants who will continue employment with
the buyer to any qualified plan maintained by the buyer. Any such
plan of the buyer must verify its qualification under Code
Section 401(a) or 403(a) and its willingness to accept such transfer.
(c) Upon the acquisition of a corporation, division or business operation
by the Company, the Committee may authorize the transfer of account
balances of employees of seller who will become Eligible Employees
from any defined contribution plan maintained by the seller to the
Plan. Any such plan of the seller must verify its qualification
under Section 401(a) or 403(a) and certify that the plan is not
subject to the qualified joint and survivor rules under Code
Section 401(a)(11).
Section 4.5. Limitations.
(a) No Participant shall contribute for any calendar year Tax-Deferred
Contributions or similar tax-deferred contributions to any other plan
in excess of the amount permitted pursuant to Code Section 402(g)(5).
To guarantee the favorable tax treatment of Tax-Deferred
Contributions, and similar tax-deferred contributions to any other
plan pursuant to Code Section 401(k) or to ensure compliance with
Code Section 415, the Committee may prospectively decrease the rate
of Tax-Deferred Contributions, of any Participant at any time and, to
the extent permitted by applicable regulations and the limitations of
Code Section 401(k), may direct the Trustee to refund Tax-Deferred
Contributions, to any Participant.
(b) For any Plan Year, the actual deferral percentage for Highly
Compensated Eligible Employees shall not exceed the actual deferral
percentage for Non-Highly Compensated Eligible Employees by more than
the greater of:
(i) the actual deferral percentage of the Non-Highly Compensated
Eligible Employees multiplied by 1.25, or
(ii) the actual deferral percentage of the Non-Highly Compensated
Employees plus two percentage points, subject to a maximum of
the actual deferral percentage of the Non-Highly Compensated
Eligible Employees multiplied by 2.0.
The limitations of Code Section 401(k) and the regulations thereunder,
including the rules on multiple use of the alternative limitation, are
incorporated by reference. In accordance with applicable regulations, the
Plan Administrator shall direct the Trustee to refund Tax-Deferred
Contributions to the extent necessary to comply the limitations of this
subsection.
ARTICLE V: CONTRIBUTIONS BY THE EMPLOYERS TO THE TRUST
Section 5.1. Company Matching Contributions. Subject to the Company's
right to alter, amend, or terminate the Plan, and subject to Section 5.4,
the Employers shall contribute for each Plan Year a total amount based
upon the total of all "Eligible Tax-Deferred Contributions" in the Plan as
of the last day of such Plan Year./1 For purposes of this Section only,
Eligible Tax-Deferred Contributions shall be defined to include (i) only
those Tax-Deferred Contributions which are made during the Plan Year by
Participants who are employed on December 31 of the applicable year or who
terminated their employment during the Plan Year for one of the reasons
described in Section 9.1(a) and (ii) only those Tax-Deferred Contributions
made in that year by such person which are not withdrawn by December 31 of
such year pursuant to Article X. Eligible Tax-Deferred Contributions
shall be limited to a maximum of 6% of the Participant's Compensation for
such Plan Year.
_________________
1/ Prior to Plan Year 1992, the Company Matching Contribution was based
on Eligible Tax-Deferred Contributions in the Plan on January 1 of the
following Plan Year.
For Plan Years prior to 1991, the Company Matching Contribution shall be
determined in accordance with the following formula:
Company Matching Contribution
Expressed as a Percentage
When Return on Average of Eligible Tax-Deferred
Net Worth is Contributions Will Be
8% or less 35%
Greater than 8% and 35% plus the percentage computed
up to 22% by multiplying the Return on
Average Net Worth in excess of 8%
by the factor of .075; provided,
however, the maximum total Company
Matching Contribution shall be 140%.
For Plan Years 1991 and after, the Company Matching Contribution shall be
determined in accordance with the following formula:
Company Matching Contribution
Expressed as a Percentage
When Return on Average of Eligible Tax-Deferred
Net Worth is Contributions Will Be
5% or less 35%
Greater than 5% and 35% plus the percentage computed
up to 10% by multiplying the Return on
Average Net Worth in excess of 5%
by the factor of .05
Greater than 10% and 35% plus the sum of
up to 18% (i) the percentage computed by
multiplying the Return on Average
Net Worth in excess of 5% up to
10% by a factor of .05, and
(ii) the percentage computed by
multiplying the Return on Average
Net Worth in excess of 10% up to
18% by a factor of .10
Except as provided in Section 5.4, the 35% Company Matching Contribution
shall be the minimum contribution and shall be made even though there is
no Return on Average Net Worth. In no event shall the Company's Matching
Contribution exceed 140%.
Section 5.2. Limitation on Contributions.
(a) No contributions will be made by the Employers on behalf of a
Participant which will cause excess annual additions pursuant to
Section 17.4. If any such contribution is inadvertently made, it
shall be returned to the Employers as a mistake-of-fact contribution
to the extent permitted by law or shall be applied to the next
required contribution by the Employers.
(b) For any Plan Year, the actual contribution percentage of Company
Matching Contributions for Highly Compensated Eligible Employees
shall not exceed the actual contribution percentage for Non-Highly
Compensated Eligible Employees by more than the greater of:
(i) the actual contribution percentage of the Non-Highly Compensated
Eligible Employees multiplied by 1.25; or
(ii) the actual contribution percentage of the Non-Highly Compensated
employees plus two percentage points, subject to a maximum of
the actual deferral percentage of the Non-Highly Compensated
Eligible Employees multiplied by 2.0.
The limitations of Code Section 401(m) and the regulations thereunder,
including the rules on multiple use of the alternative limitation, are
incorporated herein by reference. In order to ensure compliance with this
Section, the Committee may require a distribution of excess Employer
Contributions to the extent of the Participant's vested percentage under
Article IX, and the nonvested portion, if any, shall be treated as a
forfeiture.
Section 5.3. Individual Employer Contributions. The contribution to be
made by each Employer shall be an amount which is based upon Profit as a
percentage of Average Net Worth. Such percentage shall be paid on the
aggregate of the Eligible Tax-Deferred Contributions of its Participants
for such Plan Year as defined in Section 5.1.
Section 5.4. Effect of Deficit of Individual Employer. No Employer shall
contribute an amount greater than either its current earnings for that
year or its accumulated earnings for years prior to that year, whichever
shall be greater. If, by reason of this limitation, any Employer is
precluded from contributing its full share, the remaining Employers shall
make additional contributions to make up the deficit to the extent that
such contributions are tax deductible. If such contributions are not tax
deductible, one or more of the remaining domestic Employers may, in the
discretion of the Company, make additional contributions to make up the
deficit to the extent permitted under the qualification requirements of
the Code. If the deficit is not satisfied in whole or in part as provided
above, the deficit shall stand, and the total contributions shall be
reduced accordingly.
ARTICLE VI: INVESTMENT OF CONTRIBUTIONS
Section 6.1. Investment Funds. The Trust shall be composed of funds
representing alternatives for investment. Such funds shall be established
pursuant to guidelines adopted by the Investment Policy Committee of the
Board. At all times there will be a minimum of two such funds
substantially invested as follows:
Fund A: preferred stock, bonds, other securities and property;
Fund B: common stock, preferred stock, bonds, and other securities
and property which, in the opinion of the applicable
investment manager, offer possibilities for capital
appreciation.
In addition, the Plan Administrator may rename the foregoing funds and/or
establish additional investment funds designed to reflect the guidelines
established by the Investment Policy Committee.
Section 6.2. Participant's Elections of Investment Fund. Any Participant
may elect to have the Trustee invest in the available funds certain
percentage increments of Tax-Deferred Contributions as specified and
authorized by the Committee, together with any Company Matching
Contributions allocated to such Participant's account./1 Elections shall
remain in effect and be deemed applicable until a new election is filed
and becomes effective. Any Participant may make a new election under this
Section at any time. All amounts credited to a Participant's account for
which the Participant has not elected a particular investment, pursuant to
this Section, shall be invested in the Income Fund.
_______________
1/ For Plan Years prior to 1991 forfeitures were allocated to the accounts
of Participants.
Section 6.3. Transfers Between Funds. In accordance with rules
established by the Committee, each Participant or beneficiary may elect to
have his interest in any investment fund liquidated and transferred (after
adjustment for increase or decrease in value pursuant to Article VIII) to
any of the other available investment funds as of a business day pursuant
to the daily trading voice response system provided by the Plan or by
written election. Any written election shall be effective as soon as
administratively feasible after receipt of the written election by the
Plan Administrator.
ARTICLE VII: ALLOCATION OF COMPANY MATCHING CONTRIBUTIONS
Section 7.1. Allocations. As soon as administratively feasible following
the last day of each Plan Year, the Committee shall allocate Company
Matching Contributions for such Plan Year among the Eligible Employees as
of such last day of such Plan Year in accordance with the table set forth
in Section 5.1 based on Eligible Tax-Deferred Contributions as defined in
Section 5.1. In all cases, Company Matching Contributions shall be
credited to Eligible Employees' accounts as of the last day of the first
month following the end of the Plan Year for which such contributions are
made.
Section 7.2. Eligible Employees Sharing in Company Matching
Contributions. For the purposes of Sections 5.1, 7.1 and 8.1, the list of
Participants as of the last day of any Plan Year shall be deemed to
include any Participant whose employment was terminated during such Plan
Year for any of the reasons specified in Section 9.1(a) hereof, provided
the benefits of such Participant under Section 9.1 were not fully paid
prior to December 31 of the Plan Year of the Participant's termination of
employment. (January 1 of the Plan Year following the Participant's
termination for Plan Years prior to 1992.) Any Participant whose
employment was terminated prior to the last day of such Plan Year for any
reason other than those listed in Section 9.1(a) shall not be eligible to
share in Company Matching Contributions.
Section 7.3. Accounts. The Committee shall establish an account in the
name of each Participant to which the Participant's contributions and the
portion of Company Matching Contributions, as well as increases or
decreases in value of Trust assets attributable thereto, as hereinafter
provided. Notwithstanding any other provision of the Plan, and except as
provided in Section 9.6, amounts credited to accounts derived from
After-Tax and Tax-Deferred Contributions and Rollover Contributions under
Section 4.3(a) shall be nonforfeitable at all times. Separate balances
shall be maintained in each such account for Tax-Deferred Contributions,
After-Tax Employee Contributions, Company Matching Contributions and
Rollover Contributions invested in each of the Investment Funds.
ARTICLE VIII: ALLOCATION OF NONVESTED FORFEITURES AND
CHANGES IN THE VALUE OF THE TRUST
Section 8.1. Allocation of Forfeitures.
(a) The Committee shall establish a separate special account known as the
"Suspense Account", and shall enter into such account all nonvested
amounts forfeited by Participants under Sections 9.2 and 9.6. As of
each December 31, amounts allocated to the Suspense Account during
the preceding 12 calendar months, December through November, pursuant
to Sections 9.2 and 9.6, shall be used to reduce by an equivalent
amount the Company Matching Contribution under Section 5.1 or to pay
administrative expenses, as determined by the Company./1
____________
1/ Prior to Plan Year 1992 forfeitures were allocated to Participants.
(b) Amounts transferred to the Suspense Account as forfeitures under
Section 9.2 shall be reconstituted from future forfeitures if a
Participant completes an Hour of Service in any of the six Plan Years
next following the Plan Year in which his termination occurred. In
such event, a special account shall be established in the name of
such Participant, reflecting such reconstituted amount and investment
results thereon from the date of establishment of such account. At
any relevant time, the Participant's nonforfeitable interest in such
special account shall be calculated as follows:
(i) determine the value of the previous distribution at the relevant
time by multiplying the amount of the distribution by the ratio
of the account balance at the relevant time to the account
balance immediately after the distribution;
(ii) add the amount determined in step (i) to the account balance at
the relevant time and multiply the sum by the vested percentage
at the relevant time;
(iii) from the result in step (ii), subtract the value of step (i).
The difference is the required nonforfeitable interest.
If the Participant fails to complete an Hour of Service in the six Plan
Years next following the Plan Year in which his termination occurred, then
the amount transferred to the Suspense Account upon the termination of
such Participant shall be treated as finally forfeited and not subject to
recapture.
Section 8.2. Allocation of Changes in Value. The Plan Administrator
shall determine the net increase or decrease in fair market value in each
investment fund in the Trust (whether realized or unrealized) on each
business day (calendar month prior to March 1, 1993). Investment gains and
losses shall be reported net of investment management fees. Such net
increase or decrease shall be determined and expressed as a percentage of
the total of all balances of individual Participant accounts invested in
each such fund after subtracting any payments or withdrawals made from the
Participant's account. Thereupon, the Plan Administrator shall credit or
charge to each Participant's account its proportionate share of the
applicable increase or decrease.
ARTICLE IX: BENEFITS
Section 9.1. Fully Vested Benefits.
(a) A Participant shall be entitled to receive as benefits hereunder the
total amount credited to his account, adjusted as provided in
Section 8.2 until fully paid, upon the termination of his employment
for any of the following reasons:
(i) retirement under the terms of an Employer's retirement plan or
at or after attainment of age 65;
(ii) death;
(iii) total and permanent disability; or
(iv) termination resulting directly from abolition of job or
permanent reduction of personnel.
For purposes of this Section, a Participant shall be deemed to be totally
and permanently disabled upon a showing that he is receiving either
long-term disability benefits from a plan sponsored by an Employer or
Social Security disability benefits.
(b) Benefits payable to a Participant eligible under this Section, shall
be paid in one of the following forms as elected by the Participant:
(i) in substantially equivalent annual installments for a period up
to the lesser of 15 years or the life expectancy of the
Participant at the time of benefit commencement, provided that
the minimum annual payment shall be $600; or
(ii) in a lump sum.
The date of benefit commencement shall be determined pursuant to
Section 9.5. Any Participant or beneficiary receiving annual installments
under (b)(i) above, may, upon written application to the Committee,
receive the balance of any payments due in a lump sum.
Section 9.2. Benefits Upon Other Terminations of Employment.
A Participant whose employment is terminated for any reason other than one
specified in Section 9.1(a) shall forfeit a percentage of the amount of
Company Matching Contributions and growth thereon credited to his account
in which he has not become fully vested as of the date of termination as
determined in accordance with the table set forth below. Such Participant
shall be entitled to receive as benefits hereunder the remaining balance
(if any) of such account, including any amount attributable to
Tax-Deferred or After-Tax Contributions or Rollover Contributions,
adjusted as provided in Section 8.2, in the form of a lump sum at the time
specified in Section 9.5.
Years Of Service Percentage Of Account Attributable
At Date Of To Employer Contributions
Termination And Growth Is Vested And
Nonforfeitable
For Those Who Earn
Prior To An Hour Of Service
January 1, 1989 On Or After January
1, 1989
Less than 2 0% 0%
2 20% 40%
3 30% 60%
4 40% 80%
5 50% 100%
6 60% 100%
7 70% 100%
8 80% 100%
9 90% 100%
10 or More 100% 100%
Section 9.3. Special Rule for Divestitures. The Company may, by action
of the Board, provide for full and immediate vesting for those
Participants who are affected by the sale of a subsidiary, division, or
business operation of the Company. Schedule B reflects such Board action
with respect of certain divestitures through the date of this restatement.
Section 9.4. Beneficiaries. Each Participant may designate in writing on
a form provided by the Plan Administrator a beneficiary or beneficiaries
to receive benefits hereunder in the event of such Participant's death.
Any such designation may be revoked or changed at any time by filing a
change of beneficiary form with the Plan Administrator. Notwithstanding
the foregoing, in the event the Participant is married at the time of his
death, the beneficiary shall be the Participant's spouse at such time
unless such spouse consented in writing to the designation of an
alternative beneficiary after notice of the spouse's rights and such
consent was witnessed by (i) a Plan representative appointed by the
Committee or (ii) a notary public. In the event no valid designation of a
beneficiary is on file with the Plan Administrator at the date of death or
no designated beneficiary survives him, the Participant's spouse shall be
deemed the beneficiary. In the event the Participant is unmarried or his
spouse does not survive him, the Participant's estate shall be deemed his
beneficiary. The form of payment to a beneficiary shall be determined by
the beneficiary from the options listed in Section 9.1(b) subject to
Section 9.6.
Section 9.5. Time of Payments. All benefits shall be payable as the
Participant or beneficiary shall elect, consistent with administrative
procedures established by the Committee. Notwithstanding the foregoing,
the following rules shall apply:
(a) All benefits of Participants whose employment is terminated for any
reason other than ones specified in Section 9.1(a) which do not
exceed $3,500 shall be distributed to such Participants once each
Plan Year; the time of such distribution shall be established by the
Committee;
(b) Benefits shall commence as soon as administratively feasible
following receipt by the Plan Administrator of a request from the
Participant or beneficiary. Benefit payments shall commence no later
than 60 days following the close of the Plan Year in which occurs the
later of the Participant's termination of employment or the date such
Participant attains (or would have attained) age 65, unless a
deferred commencement date is affirmatively elected by the
Participant or beneficiary;
(c) An alternate payee under a qualified domestic relations order shall
receive payment of the benefits awarded as soon as administratively
feasible after the order is final unless the order provides
otherwise. The provision shall be effective only for orders received
by the Plan on or after January 1, 1993.
(d) If a Participant dies prior to attaining age 70-1/2, his death
benefit must be completely distributed within five years of his death
unless (i) his surviving spouse is the beneficiary or (ii) benefits
are continued to the beneficiary under the installment method
selected by the Participant;
(e) If a Participant dies after attaining age 70-1/2 while he was
receiving his benefit under an installment method, the remaining
account balance must be distributed to a spouse beneficiary at least
as rapidly as the method elected by the Participant;
(f) Notwithstanding anything herein to the contrary, benefit payments
shall begin no later than the April 1 after the end of the Plan Year
in which the Participant attains age 70-1/2, or for a beneficiary
surviving spouse the date the Participant would have attained
age 70-1/2. There shall be no redetermination of life expectancy for
any Participant or beneficiary surviving spouse whose benefit
commences due to this subsection.
Section 9.6. Committee to Direct Payment. The Committee shall certify
the name of any Participant or beneficiary entitled to benefits under the
Plan and the amount and manner of payment which shall be made. Any
payment to any Participant or to one or more persons deemed by the
Committee to be the sole beneficiary or beneficiaries of a deceased
Participant shall be in full satisfaction of all claims against the Trust,
the Trustee, the Committee, the Plan Administrator and the Employers, and
shall give rise to no claim or liability notwithstanding that it may later
appear that such payment or distribution was made under a mistake of fact
or law. Whenever reasonable efforts by the Committee fail to locate any
Participant or beneficiary entitled to payment hereunder before the
expiration of the time prescribed by law for declaring a person legally
dead in the state in which the Participant was last employed by the
Employers, any amount payable to such Participant shall be forfeited to
the extent permitted by applicable regulations. Such amount shall be
reconstituted from future forfeitures if the Participant or beneficiary is
subsequently located.
ARTICLE X: WITHDRAWALS
Section 10.1. Withdrawal With Less Than Five Years. Subject to
Section 10.6, a Participant who was first employed less than five years
prior to the effective date of a withdrawal may elect to withdraw (after
adjustment for increase or decrease in value pursuant to Section 8.2), any
portion of the balances credited to his account attributable to After-Tax
Employee Contributions or Rollover Contributions and earnings thereon.
Section 10.2. Five-Year Withdrawal. Subject to Section 10.6, a
Participant who was first employed by an Employer at least five years
prior to the effective date of a withdrawal under this Section may elect
to withdraw (after adjustment for increase or decrease in value pursuant
to Section 8.2), any portion of the balance in his account attributable to
After-Tax Employee Contributions, Rollover Contributions or Company
Matching Contributions and earnings thereon.
Section 10.3. Hardship Withdrawals.
(a) Subject to Section 10.6, in addition to withdrawals described in
Section 10.1 or 10.2, upon a showing of substantial hardship, as
determined by the Committee, an Eligible Employee may withdraw any
portion of his account balance upon written request to and approval
of the Committee. For purposes of this Section, "substantial
hardship" shall mean:
(i) medical expenses described in Code Section 213(d) incurred or
expected to be incurred by the Eligible Employee, the Eligible
Employee's spouse or any dependents of the Eligible Employee (as
defined in Code Section 152);
(ii) purchase (excluding mortgage payments) of a principal residence
for the Eligible Employee;
(iii) payment of tuition and related fees for the next 12 months of
post-secondary education for the Eligible Employee or the
Eligible Employee's spouse, children or dependents; or
(iv) amounts needed to prevent the eviction of the Eligible Employee
from his principal residence or foreclosure on the mortgage of
the Eligible Employee's principal residence.
The hardship withdrawal shall be limited to the amount of the immediate
and heavy financial need and shall be made only after the Eligible
Employee certifies in a form and manner prescribed by the Committee that
this need cannot be relieved:
(i) through reimbursement or compensation by insurance or otherwise;
(ii) by reasonable liquidation of the Eligible Employee's assets, to
the extent such liquidation would not itself cause an immediate
and heavy financial need;
(iii) by cessation of Tax-Deferred Contributions; and
(iv) by other distributions or nontaxable (at the time of the loan)
loans from plans maintained by the Company or any other
employer, or by borrowing from commercial sources on reasonable
commercial terms.
(b) The earnings on Tax-Deferred Contributions which accrue after
December 31, 1988 may not be withdrawn under this Section.
(c) The Committee may amend this Section in its discretion to permit
hardship withdrawals pursuant to any rules which satisfy the
applicable regulations and rulings of the Internal Revenue Service
from time to time.
Section 10.4. Total Withdrawal at Age 59-1/2. Subject to Section 10.6,
any Participant with full vesting under Section 9.1 or 9.2 who has
attained age 59-1/2 and has been employed by the Company for five or more
years may elect to withdraw all of the balances credited to such
Participant's account.
Section 10.5. Withdrawal by Participants. Subject to Section 10.6, a
Participant whose employment terminated for any of the reasons specified
in Section 9.1(a) may withdraw once a year any portion of his account
balance.
Section 10.6 General Conditions Applicable.
(a) Any election or application under this Article shall be void if the
Participant dies or terminates employment prior to the effective date
of the amount withdrawn.
(b) The minimum amount which may be withdrawn under this Article shall be
$500 or 100% of the Participant's account balance, whichever is less.
(c) Any portion of the Participant's account which is invested in Fixed
Rate Funds may not be withdrawn under Sections 10.1, 10.2, or 10.3.
(d) Any withdrawal under this Article shall be charged against the
Participant's account in the following order:
(i) After-Tax Contributions made before January 1, 1987;
(ii) Pro rata allocation between:
(A) After-Tax Contributions made after December 31, 1986; and
(B) earnings on (A) above;
(iii) earnings on (i) above;
(iv) Rollover Contributions accepted pursuant to Section 4.3 hereof;
(v) earnings on (iv) above;
(vi) Company Matching Contributions;
(vii) earnings on (vi) above;
(viii) Tax-Deferred Contributions;
(ix) earnings on (viii) accrued on December 31, 1988; and
(x) earnings on (viii) accrued after December 31, 1988.
Where the amount withdrawn is less than the Participant's entire vested
account balance, equal percentages of such Participant's interests in the
various investment funds shall be charged on account of such withdrawal.
ARTICLE XI: PLAN LOANS
Section 11.1. Procedure and Terms. An Eligible Employee may apply for a
loan from his account subject to the following conditions:
(a) The maximum loan an Eligible Employee may make from his account shall
be equal to the lesser of:
(i) 50% of the vested portion of the Eligible Employee's account
balance; or
(ii) $50,000 less the excess of:
(A) the highest outstanding loan balance under the Plan during
the one-year period ending on the day before the loan is
made over;
(B) the outstanding balance the date the loan is made.
(b) An Eligible Employee may only have one short-term loan (6 to 60
months) and one long-term loan (5 to 15 years) outstanding at any
time. A short-term loan may be for any purpose and must be a minimum
of $1,000. A long-term loan must be for the acquisition of a primary
residence and must be for a minimum of $5,000. The Eligible Employee
shall be required to provide such written documentation as the Plan
Administrator may require establishing that the loan proceeds of a
long-term loan are to be used to acquire a dwelling unit which is to
be used as a principal residence.
(c) Each loan shall be evidenced by a note on a form approved by the Plan
Administrator, and shall bear interest at a commercial rate set forth
in (d) below. The loan shall be secured by a sufficient portion of
the Eligible Employee's account balance and shall be repayable in
level installments of principal and interest over a period selected
for such loan except that the note shall be payable in full upon
termination of employment. The note shall be subject to prepayment
at any time after six months from the date of commencement of the
loan, but only in full, and not in part. Except in the case of
disability, layoff or leave of absence, payments on the note shall be
made by payroll deduction and shall be reinvested in the Eligible
Employee's account in accordance with the current method of
investment for the Tax-Deferred Contributions. The Committee is
hereby empowered to establish a maximum repayment amount or
percentage of pay for such repayment, and to reduce the amount which
the Eligible Employee may borrow if necessary to comply with such
maximum.
(d) The Committee shall set the interest rates for loans at the beginning
of each quarter and such rates shall apply to all loans made during
that quarter. The interest rate for a short-term loan shall be the
Wall Street Journal Prime Rate plus 1%. The interest rate for a
long-term loan shall be the 10-year Treasuries Rate plus 2%.
Interest rates shall be fixed for the entire loan period.
(e) The loan will be made from the Eligible Employee's account in the
Plan. Any such loan shall be treated as a segregated investment for
the appropriate portion of the account of the borrowing Eligible
Employee. The interest thereon shall be credited only to his account
and not to the general income of the Trust. For purposes of
allocating income of the Trust or any other appreciation or
depreciation of the Trust fund for any Plan Year, the account of such
borrowing Eligible Employee shall be treated as not including the
unpaid amount of such borrowing. For all other purposes of the Plan,
including the provisions dealing with the allocation of contribution
and the valuation of the corpus of the Trust, the amount of such
borrowing shall continue to be treated as part of the borrowing
Eligible Employee's account, having a fair market value exactly equal
to the unpaid principal balance thereof at any time when it is
necessary to determine its fair market value.
(f) An application for a loan must be submitted on forms promulgated by
the Committee, and shall be processed and disbursed in accordance
with procedures established by the Committee.
(g) In the event a note or any installment thereunder is not paid when
due, the Plan Administrator shall give written notice to the
Participant sent to his last known address and, if the note or such
delinquent installment is not paid within 90 days from the date of
such notice, the Trustee shall have the right to take recourse
against the collateral securing the same, with full right to exercise
all remedies granted a secured party under the applicable laws
(including the Uniform Commercial Code) as in effect in the various
jurisdiction(s) in which the collateral may be located.
(h) If a Participant becomes entitled to a distribution before the loan
has been repaid in full, the Trustee may distribute the Participant's
note, as part of the resulting distribution.
(i) If so determined by the Committee, an Eligible Employee requesting a
loan shall pay all out-of-pocket administrative and filing fees
incurred in processing his loan.
(j) A 60-day waiting period is required after a loan prepayment before a
new loan of the same type (either short-term or loan-term) may be
requested.
ARTICLE XII: ELIGIBLE ROLLOVER DISTRIBUTION
Section 12.1. Definitions. The following words and phrases when used in
this Article shall, unless the context clearly indicates otherwise, have
the following respective meanings, which meanings shall not apply to other
Articles of the Plan unless specifically referred to or clearly intended
by their usage therein.
(a) Direct Rollover: A payment by the Plan to the Eligible Retirement
Plan specified by the Distributee.
(b) Distributee: A Participant or a Participant's surviving spouse. In
addition, the Participant's spouse or former spouse who is the
alternate payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code, is a Distributee with regard
to the benefit awarded under the qualified domestic relations order.
(c) Eligible Retirement Plan: An individual retirement account described
in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the Distributee's Eligible
Rollover Distribution. In the case of an Eligible Rollover
Distribution to the surviving spouse, an Eligible Retirement Plan is
an individual retirement account or individual retirement annuity.
(d) Eligible Rollover Distribution: Any distribution of all or any
portion of the benefit of the Distributee, except that an Eligible
Rollover Distribution does not include the following:
(i) Any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the
Distributee's designated beneficiary;
(ii) Any distribution for a specified period of 10 years or more;
(iii) Any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; and
(iv) The portion of any distribution that is not includible in gross
income, determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities.
Section 12.2. Direct Rollover Option. Notwithstanding any provision of
the Plan to the contrary that would otherwise limit a Distributee's
benefit election options, with respect to a distribution made on or after
January 1, 1993, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan
specified by the Distributee in a Direct Rollover.
ARTICLE XIII: ADMINISTRATION
Section 13.1. Committee. The Plan Administrator shall appoint a
Committee consisting of not less than three nor more than five persons to
perform duties which the Plan Administrator may delegate from time to
time. Members of the Committee may, but are not required to, be
Participants. Members of the Committee may resign at any time and the
Plan Administrator may remove or replace members, for any reason, at will.
Members shall serve on the Committee without compensation for such
membership. All necessary expenses of the Committee may be paid in whole
or in part by the Plan Administrator. To the extent they are not paid by
the Plan Administrator, the expenses shall be paid out of the Trust.
Section 13.2. Manner of Acting. The Committee may adopt rules, including
amendments thereto, appoint such officers and employ agents, attorneys,
actuaries, or clerical assistants as it may deem necessary for the proper
administration of the Plan. Decisions, calculations and determinations
made by a majority of the Committee then in office, not inconsistent with
the provisions of the Plan, shall be binding and conclusive on all
persons. The Committee shall be entitled to rely upon certificates of the
Plan Administrator, an Employer or the Trustee as to any information
pertinent to any decision, calculation or determination under the Plan.
Section 13.3. Standard of Review. The Plan Administrator and the
Committee have discretionary authority and power to determine eligibility
for benefits under the Plan and to construe and interpret all terms,
provisions and sections of the Plan. The standard of review for all
actions relating to or challenging any benefit eligibility determination
or construction or interpretation of the Plan terms, provisions or
sections by the Plan Administrator or the Committee shall be the arbitrary
and capricious standard of review.
Section 13.4. Certification of Benefits. The Committee shall certify the
names of Participants who have made application under the Plan, the amount
of benefits which shall be or become payable to such Participants, and the
date payments shall commence and terminate in accordance with the Plan or
shall arrange for the direct payment of benefits, according to the
procedure specified in the trust agreement.
Section 13.5. Benefit Overpayments. The Plan Administrator or the
Committee shall have the right to recover for the Plan and Trust any
benefit overpayment made to a Participant, beneficiary or alternate payee
from any future benefits due to such person under the Plan. The Plan
Administrator or the Committee shall also have the right to pursue any
other legal remedy to recover such overpayment.
Section 13.6. Plan Administrator; Named Fiduciary. The Plan
Administrator and named fiduciary required to be named herein, pursuant to
Section 402(a)(2) of ERISA, is the A. O. Smith Corporation. It hereby
designates that official requests, service of process and inquiries of any
kind may be directed as follows:
Director of Employee Benefits
A. O. Smith Corporation
11270 West Park Place
P.O. Box 23970
Milwaukee, WI 53223-0970
Section 13.7. Elections. The Committee may adopt such reasonable rules
relating to the timeliness of elections hereunder and the manner and place
of filing the same as it deems necessary or appropriate to the efficient
administration of the Plan.
ARTICLE XIV: CLAIMS PROCEDURE
Section 14.1. Initial Claim. Claims for benefits shall be made upon
forms or in such other manner as may be prescribed by the Committee.
Section 14.2. Denial of Claims; Appeals. If any claim is wholly or
partially denied, the Plan Administrator shall give notice thereof within
a reasonable period of time after receipt of the claim by the Plan
Administrator, but no later than 60 days (except in special circumstances
which make a decision impractical within that time period, then, in any
event, such decision and notice thereof shall be rendered not later than
120 days after receipt of the claim request). The Plan Administrator
shall render such notices by registered or certified mail to the claimant.
Such notice shall set forth the specific reasons for the denial, specific
reference to Plan provisions on which the denial is based, a description
of any additional material or information necessary for the claimant to
perfect the claim, an explanation of why such material or information is
necessary, and an explanation of the Plan's claim review procedure.
Review of the claim is initiated by filing a written request therefor with
the Plan Administrator within 65 days after a notice of denial has been
received by the claimant. In the request for such review, the claimant
may request to review pertinent documents and submit issues and comments
in writing within the said period. If after such request is reviewed, the
claim is subsequently redenied, the Plan Administrator shall give notice
as specified above in this Section.
ARTICLE XV: AMENDMENTS
Section 15.1. Amendments. The Company reserves the right by action of
the Board, at any time to modify, alter or amend the Plan in any manner
which does not cause any part of the assets of the trust to be used for,
or diverted to, any purpose other than the exclusive benefit of the
Participants and their beneficiaries; provided, however, that the Company
may make any amendment it determines necessary or desirable, with or
without retroactive effect, to cause the Plan to comply with ERISA, the
Code, or any other applicable laws or regulations.
ARTICLE XVI: TERMINATION
Section 16.1. Termination; Full Vesting. The Company reserves the right,
by action of the Board, to terminate the Plan. In case of termination or
partial termination of the Plan, or in the event there should be a
permanent discontinuance of Employer contributions, the accounts of all
Participants affected thereby shall become 100% vested and no longer
subject to forfeiture and the Committee shall direct the distribution to
the Participants affected thereby (i) of all amounts credited to their
accounts as of the date of termination, partial termination or
discontinuance of contributions, as the case may be, plus (ii) any balance
in the Suspense Account, allocated as of the date of termination or
discontinuance of contributions as if constituting Employer contributions,
and plus (or minus) (iii) any credited or uncharged net increase or
decrease in the trust fund, credited or charged in the manner in
Article VII.
Section 16.2. Exclusive Benefit; Non-Reversion. In no event shall any
part of the assets in the Trust be used for or diverted to any purpose
other than for the exclusive benefit of Participants or their
beneficiaries, nor shall any part of the Trust revert to the Employers,
except as otherwise provided herein.
ARTICLE XVII: MISCELLANEOUS
Section 17.1. Plan Not an Extension of Employee Rights. Neither the
establishment of the Plan nor any modification thereof, nor the payment of
any benefits shall be construed as giving any employee or any person
whomsoever any legal or equitable right against the Employers, the
Trustee, the Plan Administrator or the Committee, or to enforce the
payment of any benefits hereunder (unless the same shall be specifically
provided herein or conferred by affirmative action of the Company or the
Committee, in accordance with the terms hereof), or as giving any employee
the right to be retained in the service of the Employers.
Section 17.2. Spendthrift Clause. No benefits payable under the
provisions of the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge,
and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber, or charge shall be void; nor shall the Trust be in any
manner liable for or subject to the debts, contracts, liabilities,
engagements, or torts of the Participants. Notwithstanding the foregoing,
a domestic relations order may be recognized if such order contains
sufficient information for the Plan Administrator to determine that it
meets the applicable qualification requirements of Section 414(p) of the
Code. The Plan Administrator shall establish written procedures
concerning the notification of interested parties and the determination of
the validity of such orders.
Section 17.3. Mergers, Consolidations and Transfers of Plan Assets.
In the case of any merger, consolidation, or transfer of assets or
liabilities to any other plan, each Participant in the Plan must be
entitled to receive (if the Plan then terminated) a benefit immediately
after the merger, consolidation or transfer which is equal to or greater
than the benefit he would have been entitled to receive immediately before
the merger, consolidation or transfer (if the Plan then terminated).
Section 17.4. Limitation on Annual Additions.
(a) Notwithstanding the other provisions of the Plan, annual additions to
the account of any Participant for a Plan Year shall not exceed the
lesser of:
(i) $30,000 as adjusted pursuant to Section 415(c)(1)(A) and (d)(1)
of the Code; or
(ii) 25% of the Eligible Employee's total compensation (as defined in
subsection (c) of Section 415 of the Code) from the Employers
for such Plan Year.
The term "annual additions" as used in this subsection shall mean the
amount of Employer contributions, Tax-Deferred Contributions, forfeitures,
and After-Tax Employee Contributions (if any) allocated to the account of
the Participant for the Plan Year. If a Participant also participates in
another qualified defined contribution plan maintained by an Employer or
any affiliate thereof, then the sum of his annual additions under the Plan
and under such other plan shall not exceed the limitations described in
(i) or (ii) above subject to any special limitations applicable to such
other plan. In the event that at the earlier of December 31 or the date
of a Participant's retirement or termination of employment such limitation
should be exceeded, then the Participant's annual additions to his account
shall be reduced as may be necessary to satisfy such limitations.
(b) In addition, if a Participant is also participating in a qualified
defined benefit plan which an Employer or any affiliate thereof
maintains on his behalf, the limitations of Code Section 415(e) are
hereby incorporated by reference. If at the earlier of December 31
or the date of a Participant's retirement or termination of
employment such rules are violated, the benefit of any active defined
benefit plan shall first be reduced accordingly; then, if necessary,
the annual additions for the Plan Year hereunder shall be reduced to
satisfy such limitations.
(c) In the event that either of the rules set forth in this Section would
otherwise be violated, there shall be deducted from such
Participant's account and reallocated equally to each other
Participant's account such amount as may be necessary to satisfy both
of such rules; provided that if such reallocation to the accounts of
other employees is not possible as the result of the application of
this Section, then the reallocable amounts shall be credited to a
suspense account subject to the following conditions:
(i) amounts in the suspense account shall be allocated as Employer
contributions at such time, including termination of the Plan or
complete discontinuance of Employer contributions, as the
foregoing limitations permit;
(ii) no investment gains or losses shall be allocated to the suspense
account;
(iii) no further Employer contributions shall be permitted until the
foregoing limitations permit the suspense account's allocation
to Participants' accounts; and
(iv) upon termination of the Plan any unallocable amounts in the
suspense account shall revert to the Employers.
Section 17.5. Top-Heavy Restrictions.
(a) Notwithstanding any provision to the contrary herein, in accordance
with Code Section 416, if the Plan is a top-heavy plan for any Plan
Year, then the provisions of this Section shall be applicable. The
Plan is "top-heavy" for a Plan Year if as of its "determination date"
(i.e., the last day of the preceding Plan Year or the last day of the
Plan's first Plan Year, whichever is applicable), the total present
value of the accrued benefits of key employees (as defined in Code
Section 416(i)(1) and applicable regulations) exceeds 60% of the
total present value of the accrued benefits of all employees under
the Plan (excluding those of former key employees) (as such amounts
are computed pursuant to Section 416(g) and applicable regulations
using a 5% interest assumption and a 1971 GAM mortality assumption
for a defined benefit plan) unless such plan can be aggregated with
other plans maintained by the applicable controlled group in either a
permissive or required aggregation group and such group as a whole is
not top-heavy. Any non-proportional subsidies for early retirement
and benefit options are counted assuming commencement at the age at
which they are most valuable. In addition, a plan is top-heavy if it
is part of a required aggregation group which is top-heavy. Any plan
of a controlled group may be included in a permissive aggregation
group as long as together they satisfy the Code Section 401(a)(4) and
410 discrimination requirements. Plans of a controlled group which
must be included in a required aggregation group include any plan in
which a key employee participates and any plan which enables such
plan to meet the Section 401(a)(4) or 410 discrimination
requirements. The present values of aggregated plans are determined
separately as of each plan's determination date and the results
aggregated for the determination dates which fall in the same
calendar year. A "controlled group" for purposes of this Section
includes any group of employers aggregated pursuant to Code
Sections 414(b), (c) or (m). The calculation of the present value
shall be done as of a valuation date which for a defined contribution
plan is the determination date and for a defined benefit plan is the
date as of which funding calculations are generally made within the
12-month period ending on the determination date. Solely for the
purpose of determining if the Plan, or any other plan included in an
aggregation group of which the Plan is a part, is top-heavy (within
the meaning of Section 416(g) of the Code), the accrued benefit of an
employee other than a key employee (within the meaning of
Section 416(i)(1) of the Code) shall be determined under (i) the
method, if any, that uniformly applies for accrual purposes under all
plans maintained by the controlled group, or (ii) if there is no such
method, as if such benefit accrued no more rapidly than the slowest
accrual rate permitted under the fractional accrual rate of
Section 411(b)(1)(C) of the Code.
(b) If the Plan is top-heavy in a Plan Year, the maximum annual
compensation utilized herein for any employee for such year shall be
$200,000 (or such higher amount permitted pursuant to applicable
regulations due to cost-of-living increases), provided that no
benefit accrued as of the determination date shall be diminished on
account of this provision. Effective January 1, 1993 the maximum
annual compensation for such year shall be 150,000, as adjusted for
cost of living increases.
(c) If a defined contribution plan is top-heavy in a Plan Year, non-key
employee participants, who have not separated from service at the end
of such Plan Year will receive allocations of Employer contributions
and forfeitures at least equal to the lesser of 3% of compensation
(as defined in Code Section 415) for such year or the percentage of
compensation allocated on behalf of the key employee for whom such
percentage was the highest for such year. If a defined benefit plan
is top-heavy in a Plan Year and no defined contribution plan is
maintained, the Employer-derived accrued benefit on a life only basis
commencing at the normal retirement age of each non-key employee
shall be at least equal to a percentage of the highest average
compensation for five consecutive years, excluding any years after
such Plan permanently ceases to be top-heavy, such percentage being
the lesser of (i) 20%, or (ii) 2% times the years of service after
December 31, 1983, in which a Plan Year ends in which the Plan is
top-heavy. If the controlled group maintains both a defined
contribution plan and defined benefit plan which cover the same
non-key employee, such employee will only be entitled to the defined
benefit plan minimum.
(d) If the controlled group maintains a defined benefit plan and a
defined contribution plan which both cover one or more of the same
key employees, and if such plans are top-heavy, then the limitation
stated in a separate provision of the Plan with respect to the Code
Section 415(e) maximum benefit limitations shall be amended to refer
to a 1.0 adjustment on the dollar limitation rather than a 1.25
adjustment. This provision shall not apply if the Plan is not "super
top-heavy" and if the minimum benefit requirements of this Section
are met when 3% is changed to 4%, 2% is changed to 3%, and 20% is
changed to an amount not greater than 30% which equals 20% plus 1%
for each year such plan is top-heavy. A plan is "super top-heavy" if
the ratio referred to in subsection (a) above results in a percentage
in excess of 90% rather than a percentage in excess of 60%.
Section 17.6. Retroactive Revisions. The provisions of Section 1.1(j)
with respect to leased employees, of Sections 4.5 and 5.2 with respect to
contribution limitations and of Section 17.4 with respect to benefit
limitations, shall apply retroactively from and after January 1, 1987.
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed by its duly authorized officers on this day of
1994, effective January 1, 1989 except as provided in Section 17.6.
A. O. SMITH CORPORATION
By
Title
ATTEST:
SCHEDULE A
Section 1.1(o)(iv)
Acquisition Hours of
Acquisition Date Service Date
Westinghouse Electric May 19, 1986 Most recent date
Corporation of hire with
(Small Motor Division) Westinghouse.
Koch Engineering December 30, 1987 The date that vesting service
Company Inc. commenced with Koch.
TRW's Williston Plan April 28, 1990 Most recent date
(Exempt employees only) of hire with TRW.
SCHEDULE B
Section 9.3
Date of Date Participation
Divestiture Divestiture In Plan Terminated
A. O. Smith Data December 22, 1986 December 31, 1986
Systems Inc.
Cad Comp, Inc. December 23, 1987 December 31, 1987
Sterling Electric Inc. December 31, 1988 December 31, 1988
A. O. Smith Electronics April 30, 1990 April 30, 1990
Group
Attachment 1
May 7, 1996
RESOLUTION OF THE INVESTMENT POLICY COMMITTEE
OF THE BOARD OF DIRECTORS OF A. O. SMITH CORPORATION
-----------------------------------------------------------------------
AMENDMENT OF CERTAIN
A. O. SMITH SAVINGS PLANS
WHEREAS, A. O. Smith Corporation (the "Company") maintains the
savings plans listed below (the "Plans") for the exclusive benefit of
eligible employees of the Company; and
WHEREAS, the Plans were amended by a Resolution of the Investment
Policy Committee of the Board of Directors of A. O. Smith Corporation on
February 6, 1996, to create a Company stock investment option and add a
monthly withdrawal option for employees who are age 59 1/2 or older; and
WHEREAS, the Company desires to rescind the February 6, 1996,
Resolution and replace it with the following resolution:
RESOLVED, that the February 6, 1996, Resolution is rescinded and is
to be of no effect.
FURTHER RESOLVED, the Plans described below are hereby amended as
follows:
Effective January 1, 1995, an Employee who is age 59 1/2 or older
with a fully vested account balance may make a monthly withdrawal of all
or any portion of his account.
The Plans to be amended are as follows:
A. O. Smith Employee 401(k) Savings Plan
A. O. Smith Profit Sharing Retirement Plan
A. O. Smith Savings and Investment Plan
A. O. Smith Savings and Security Plan
A. O. Smith Savings Plan
FURTHER RESOLVED, effective July 1, 1996, an employer stock
investment option shall be added to the A. O. Smith Profit Sharing
Retirement Plan which shall consist of A. O. Smith Corporation common
stock. An Employee shall be allowed to contribute up to 25% of his
current contributions to this fund. In addition, an Employee may
transfer funds to the A. O. Smith stock investment fund from other funds
in the Plan to the extent that the Employee's investment in the A. O.
Smith stock investment fund does not exceed 25% of the Employee's account
balance.
FURTHER RESOLVED, that the officers of this Company be, and they
hereby are, authorized, empowered and directed to take all such action, do
all such things and execute all such agreements, documents and papers as
they shall deem proper or necessary to carry out the tenor and purport of
this resolution, including the making of such changes or additions to the
Plan as they deem necessary or advisable and which do not change any of
the substantive provisions of the Plan, and to obtain a favorable ruling
from the Internal Revenue Service with respect to the continued qualified
status of the Plan under applicable sections of the Internal Revenue Code.
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the A. O. Smith Profit Sharing
Retirement Plan of our report dated January 16, 1996 with respect to the
consolidated financial statements and schedule of A. O. Smith Corporation
included in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Milwaukee, Wisconsin
June 10, 1996