Pension Plan (1998)Full Document 

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                       STANADYNE AUTOMOTIVE CORP.
                       --------------------------
                              PENSION PLAN
                              ------------




                      Effective December 31, 1994



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      ARTICLE I
      DEFINITIONS.....................................................6

      ARTICLE II
      SERVICE AND PARTICIPATION.......................................16

      ARTICLE III
          NORMAL RETIREMENT DATE AND NORMAL RETIREMENT INCOME.........24

      ARTICLE IV
          EARLY RETIREMENT DATE AND EARLY RETIREMENT INCOME...........30

      ARTICLE V
          POSTPONED RETIREMENT DATE AND POSTPONED RETIREMENT INCOME...31

      ARTICLE VI
          TERMINATION OF EMPLOYMENT...................................33

      ARTICLE VII
          DEATH AND DISABILITY BENEFITS...............................35

      ARTICLE VIII
          PAYMENT OF RETIREMENT BENEFITS..............................36

      ARTICLE IX
          RETIREMENT PLAN COMMITTEE...................................43

      ARTICLE X
          FUNDING AND CONTRIBUTIONS...................................49

      ARTICLE XI
          FIDUCIARY RESPONSIBILITIES..................................51

      ARTICLE XII
          AMENDMENT AND TERMINATION...................................53

      ARTICLE XIII
          GENERAL PROVISIONS..........................................58

      ARTICLE XIV
          TOP-HEAVY PLAN REQUIREMENTS.................................64




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      ARTICLE XV
          DIRECT ROLLOVERS............................................73

      APPENDIX A
          SPECIFIC PROVISIONS FOR PARTICIPANTS
          ON THE HARTFORD HOURLY PAYROLL..............................74

      APPENDIX B
          SPECIFIC PROVISIONS FOR PARTICIPANTS
          ON THE JACKSONVILLE HOURLY PAYROLL..........................83

      APPENDIX C
          SPECIFIC PROVISIONS FOR PARTICIPANTS
          ON THE WASHINGTON FACTORY HOURLY PAYROLL....................92

      APPENDIX D
          SPECIFIC PROVISIONS FOR
          STANADYNE SALARIED EMPLOYEES................................101

      APPENDIX E
          STANADYNE AUTOMOTIVE CORP.
          HOURLY PENSION PLAN
          CONTINGENT ANNUITANT OPTION REDUCTION FACTORS
          NORMAL FORM LIFE ANNUITY....................................120

      APPENDIX D-1
          STANADYNE AUTOMOTIVE CORP.
          PENSION PLAN
          CONTINGENT ANNUITANT OPTION REDUCTION FACTORS
          NORMAL FORM LIFE ANNUITY....................................121

      APPENDIX D-2
          STANADYNE AUTOMOTIVE CORP.
          PENSION PLAN
          UNITS COVERED BY THE PLAN AS REFERRED TO IN PARAGRAPH 1.20..122






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                                PREAMBLE
                                --------

     Effective February 10, 1989,  Stanadyne Automotive Corp. (the "Company")
established a new retirement plan referred to as the Stanadyne Automotive Corp.
Hartford Hourly Pension Plan to provide Eligible Employees with periodic income
after retirement in addition to benefits under the Social Security Act.

     Effective December 31, 1990, two other defined benefit retirement plans
maintained by the Company, the Stanadyne Automotive Corp. Washington Hourly
Pension Plan and the  Stanadyne Automotive Corp. Jacksonville Hourly Pension
Plan were merged in their entirety into the Stanadyne Automotive Corp. Hartford
Hourly Pension Plan.

     Effective January 1, 1993, the Stanadyne Automotive Corp. Hartford Hourly
Pension Plan was restated in its entirety and renamed the Stanadyne Automotive
Corp. Hourly Pension Plan (the "Plan").  The Northern Trust Company Master
Trust (the "Trust") had previously been adopted by the Company and formed a
part of the Plan.

     Effective December 31, 1994, the Stanadyne Automotive Corp. Hourly Pension
Plan was merged with the Stanadyne Automotive Corp. Salaried Pension Plan, as
embodied herein and named the Stanadyne Automotive Corp. Pension Plan (the
"Plan").

     It is intended that the Plan, as embodied herein, will meet the
requirements for qualification under Section 401(a) of the Internal Revenue
Code of 1986 (the "Code") as amended from time to time, that the Plan will be
construed in such a manner as to effect this intention and that the Trust will
be exempt from taxation as provided under Section 501(a) of the Code. As



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such, the Plan reflects the necessary provisions of the Tax Reform Act of 1986,
other pertinent statutes and pertinent governmental regulations.

     The provisions of this restated Plan shall apply only to an Eligible
Employee who terminates employment with the Company on or after December 31,
1994.  Except as otherwise specifically and expressly provided herein, a former
Employee's eligibility for and amount of benefits, if any, payable to or on
behalf of such former Employee, shall be determined in accordance with the
provisions of the Plan covering such Employee as in effect on his termination
date.  The benefit payable to or on behalf of a Participant included under the
Plan in accordance with the following provisions shall not be affected by the
terms of any amendment to the Plan adopted after such Participant's employment
terminates, unless the amendment expressly provides otherwise.



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                               ARTICLE I

                              DEFINITIONS
                              -----------

I.1  "Accrued Benefit" shall mean the amount of monthly retirement income
     payable as a life annuity beginning on the Participant's Normal Retirement
     Date, or if applicable, his Postponed Retirement Date as determined in
     accordance with the formula in Article III as of the date of calculation.

I.2  "Actuarial Equivalent" shall mean a benefit of equivalent value to another
     benefit.  For purposes of converting a life annuity to any of the
     Contingent Annuitant payment forms described in Paragraphs 8.1(b)(i) and
     8.3, the tables included as Appendix E to the Plan shall be used.  For lump
     sum payments made pursuant to Paragraph 13.6, the assumptions used to
     determine an Actuarial Equivalent shall be the applicable interest rate,
     either immediate or deferred that would be used by the Pension Benefit
     Guaranty Corporation in effect on the first day of the Plan Year to
     determine the present value of benefits under a terminating plan and the
     mortality table shall be the 1971 Group Annuity Mortality Table for males.
     Except as explicitly noted otherwise, for purposes of determining all other
     Actuarial Equivalents under the Plan, the interest rate shall be 8% and the
     mortality table shall be the 1971 Group Annuity Mortality Table for males.

I.3  "Actuary" shall mean an individual Actuary or firm of Actuaries selected
     from time to time by the Committee which meets the standards and
     qualifications established by the Joint Board for the Enrollment of
     Actuaries.




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I.4  "Affiliate" shall mean any corporation which is a member of a controlled
     group of corporations (as defined in Section 414(b) of the Code) which
     includes the Company; any trade or business (whether or not incorporated)
     which is under common control (as defined in Section 414(c) of the Code)
     with the Company; any organization (whether or not incorporated) which is a
     member of an affiliated service group (as defined in Section 414(m) of the
     Code) which includes the Company; and any other entity required to be
     aggregated with the Company pursuant to regulations under Section 414(o) of
     the Code.

I.5  "Annuity Starting Date" shall mean:

     (a)  the first day of the first period for which a benefit is
          payable to the Participant under the Plan as an annuity, (or to the
          Spouse in the case of death before Plan benefits commence), or

     (b)  in the case of a benefit not payable in the form of an annuity,
          the first day on which all events have occurred which entitle the
          Participant (or Spouse) to such benefit.

     For purposes of Section 402(f) of the Code and Section 411(a)(11) of the
     Code, with respect to a benefit not payable in the form of an annuity, the
     Annuity Starting Date is the date on which a benefit is distributed.

I.6  "Authorized Leave of Absence" shall mean any absence authorized by the
     Company under the Company's standard personnel practices, provided that
     all persons under similar circumstances are treated alike in the granting
     of such Authorized Leaves of Absence, and provided further that the
     Participant returns or retires within the period specified in the
     Authorized Leave of Absence.  An absence due to service in the Armed
     Forces of the



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     United States shall be considered an Authorized Leave of Absence provided
     that the Employee complies with all of the requirements of federal law in
     order to be entitled to reemployment and provided further that the
     Employee returns to employment with the Company within the period provided
     by such law.  In addition, the phrase "Authorized Leave of Absence" shall
     mean any period of leave under the Family and Medical Leave Act of 1993.

I.7   "Beneficiary" shall mean the Employee's Spouse.

I.8   "Board" shall mean the Board of Directors of Stanadyne Automotive Corp.

I.9   "Break in Service" shall mean a calendar year in which an Employee has
      fewer than 501 Hours of Service.

I.10  "Code" shall mean the Internal Revenue Code of 1986, as amended from 
      time to time.

I.11  "Committee" shall mean the persons appointed pursuant to Article X to 
      administer the Plan.

I.12  "Company" shall mean the Stanadyne Automotive Corp., a corporation 
      organized and existing under the laws of the state of
      Delaware, or its successor or successors.

I.13  "Contingent Annuitant" shall mean the Employee's Spouse.

I.14  "Credited Service" shall mean the Participant's period of employment
      considered in accordance with Paragraph 2.4 in the determination of the
      amount of benefits payable to or on behalf of the Participant.

I.15  "Direct Rollover" means a payment by the Plan to the Eligible Retirement 
      Plan specified by the Distributee.




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I.16 "Disability" shall mean a condition defined in the Appendices as applicable
     to the group of Employees to which the individual belongs on the date such
     Disability is incurred.

I.17 "Distributee" means an Employee or former Employee.  In addition, the
     Employee's or former Employee's surviving Spouse and the Employee's or
     former Employee'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 are Distributees with respect to the interest of a Spouse or former
     Spouse.

I.18 "Early Retirement Date" shall mean the date on which a Participant becomes
     eligible to retire with an early retirement benefit under the Plan, as
     determined in accordance with Article IV.

I.19 "Eligible Employee" shall mean any person who is (a) receiving remuneration
     for personal services rendered to the Company (or would be receiving
     remuneration except for an Authorized Leave of Absence), (b) is included in
     (i) the payroll commonly referred to as the Factory Hourly Payroll, (ii)
     the payroll commonly referred to as the Jacksonville Hourly Payroll, (iii)
     the payroll commonly referred to as the Washington Factory Hourly Payroll,
     or (iv) as defined in Section D.1 of Appendix D, and (c) is not a leased
     employee as described in Section 414(n)(2) of the Code.

I.20 "Eligible Retirement Plan" shall mean 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 plan described in Section 401(a) of the
     Code that accepts the Distributee's Eligible Rollover Distribution.




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      However, in the case of an Eligible Rollover Distribution to a surviving
      Spouse, an Eligible Retirement Plan is an individual retirement account or
      individual retirement annuity.

I.21  "Eligible Rollover Distribution" means any distribution of all or any 
      portion of the balance to the credit of the Distributee,
      except that an Eligible Rollover Distribution does not include 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 and the
      Distributee's designated Beneficiary, or for a specified period of ten 
      years or more, any distribution to the extent such
      distribution is required under Section 401(a)(9) of the Code, and 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).

I.22  "Employee" shall mean a common-law Employee of the Company or an 
      Affiliate.  A leased employee shall only be considered an
      Employee to the extent required under Paragraph 13.8.

I.23  "Fiduciary" shall mean any person who exercises any discretionary 
      authority or discretionary control respecting the management
      of the Plan, assets held under the Plan, or disposition of Plan assets; 
      who renders investment advice for a fee or other
      compensation, direct or indirect, with respect to assets held under the 
      Plan or has any authority or responsibility to do so;
      or who has any discretionary authority or discretionary responsibility 
      in the administration of the Plan.  Any person who
      exercises authority or has




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      responsibility of a fiduciary nature as described above shall be 
      considered a Fiduciary under the Plan.

I.24  "Fund" or "Trust Fund" shall mean the cash and other investments, and 
      income attributable thereto, held and administered by
      the Trustee in accordance with the Trust.

I.25  "Hour of Service" shall mean:

      (a)  Each hour for which an Employee is directly or indirectly paid
           or entitled to payment by the Company or by an Affiliate for the
           performance of duties, including periods of vacation and holidays;
     
      (b)  Each hour for which an Employee is directly or indirectly paid
           or entitled to payment by the Company or an Affiliate (including
           payments made or due from a trust fund or insurer to which the
           Company or Affiliate contributes or pays premiums) on account of a
           period of time during which no duties are performed (irrespective of
           whether the employment relationship has terminated) due to illness,
           incapacity, Disability, layoff, jury duty, military duty, or leave of
           absence, provided that:
          
           (i)  No more than 501 Hours of Service shall be credited
                under this paragraph (b) to an Employee on account of any single
                continuous period during which the Employee performs no duties;
                and
          
           (ii) Hours of Service shall not be credited under this
                paragraph (b) to an Employee for a payment which solely
                reimburses the Employee for medically related expenses incurred
                by the Employee or which is made or



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                due under a plan maintained solely for the purpose of complying
                with applicable workers' compensation, unemployment
                compensation or Disability insurance laws;
     
     (c)  Each hour not already included under (a) or (b) above for which
          back pay, irrespective of mitigation of damages, is either awarded or
          agreed to by the Company or an Affiliate, provided that crediting of
          Hours of Service under this subparagraph (c) with respect to periods
          described in (b) above shall be subject to the limitations therein
          set forth; and
     
     (d)  Each hour for which an Employee is absent on account of
          illness, incapacity, Disability, jury duty, military duty, leave of
          absence, or layoff (for a period of up to six months) and is not
          directly or indirectly paid or entitled to payment by the Company or
          by an Affiliate; provided that the Employee returns to work
          immediately upon the expiration of such period of absence or, in the
          case of military duty, within 90 days after the date on which he is
          first entitled to be released from active duty, or if later, within
          the time prescribed by law for the protection of employment or
          pension rights.
     
     (e)  An Employee shall be credited with up to 501 Hours of Service
          for each single continuous period in which no duties are performed on
          account of a period described in subparagraphs (a), (b), (c), or (d)
          above.  The number of Hours of Service to be credited under
          subparagraphs (a), (b), (c), or (d) above on account of a period
          during which an Employee performs no duties, and the computation



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          periods to which Hours of Service shall be credited under Paragraph
          (a), (b), (c), or (d) above, shall be determined by the Committee in
          accordance with Section 2530.200b-2(b) and (c) of the Regulations of
          the U.S. Department of Labor.  No duplicate Hours of Service shall be
          credited for any single period.

          An Employee who is absent from work due to a "maternity or paternity
          leave" which commenced on or after January 1, 1985 shall be credited
          with 501 Hours of Service during the first Plan Year in which he
          would have otherwise worked less than 501 Hours of Service because of
          such leave.  For purposes of this Plan, an absence from work due to
          "maternity or paternity leave" means an absence (i) by reason of the
          pregnancy of the individual, (ii) by reason of a birth of a child of
          the individual, (iii) by reason of the placement of a child with the
          individual in connection with the adoption of such child by such
          individual, or (iv) for purposes of caring for such child for a
          period beginning immediately following such birth or placement.

I.26 "Normal Retirement Age" shall mean the day a Participant attains age 65
     for an individual who was a member of either the Stanadyne Inc. Diesel
     Systems Division Hartford Hourly Employees' Pension Plan or the Stanadyne,
     Inc. Salaried Pension Plan as it existed on February 9, 1989, on December
     31, 1987.  For each other Participant, Normal Retirement Age shall mean
     the later of the Participant's 65th birthday or the fifth anniversary of
     the



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      date he became a Participant in the Plan, the Prior Hourly Plan, the Prior
      Salaried Plan, the Prior Washington Plan or the Prior Jacksonville Plan.

I.27  "Normal Retirement Date" shall mean the date on which a Participant 
      becomes eligible to retire with a normal retirement
      benefit under the Plan, as determined in accordance with Paragraph 3.1..

I.28  "Participant" shall mean an Eligible Employee who meets the eligibility 
      requirements set forth in Paragraph 2.1 for participation in the Plan.

I.29  "Plan" shall mean the Stanadyne Automotive Corp. Pension Plan as set 
      forth in this document and as it may be amended from time to time.

I.30  "Plan Year" shall mean each 12-month period thereafter beginning on 
      January 1 and ending on the following December 31.

I.31  "Postponed Retirement Date" shall mean the date after his Normal 
      Retirement Date on which a Participant retires with a
      postponed retirement benefit under the Plan, as determined in accordance 
      with Article V.

I.32  "Prior Employer" shall mean Stanadyne, Inc.

I.33  "Prior Hartford Plan" shall mean the Stanadyne Automotive Corp. Hartford 
      Hourly Pension as in effect on December 31, 1990.

I.34  "Prior Hourly Plan" shall mean the Stanadyne Automotive Corp. Hourly 
      Pension Plan as in effect on December 30, 1994.

I.35  "Prior Jacksonville Plan" shall mean the Stanadyne Automotive Corp. 
      Jacksonville Hourly Pension Plan as in effect on December
      31, 1990.




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I.36  "Prior Salaried Plan" shall mean the Stanadyne Automotive Corp. Salaried 
      Pension Plan as in effect on December 30, 1994.

I.37  "Prior Washington Plan" shall mean the Stanadyne Automotive Corp. 
      Washington Hourly Pension Plan as in effect on December 31, 1991.

I.38  "Spouse" shall mean the legal Spouse of a Participant to whom he is
      married on his Annuity Starting Date.  However, if the Participant should
      die prior to the Annuity Starting Date, then Spouse shall mean the husband
      or wife to whom the Participant has been married throughout the one-year
      period preceding the date of his death.  Whether a Spouse is a legal
      Spouse shall be determined under the laws of the jurisdiction in which the
      Participant was domiciled at the time the putative marriage was entered
      into.

I.39  "Trust" shall mean the Trust created under the Northern Trust Company
      Master Trust Agreement.

I.40  "Trustee" shall mean the Northern Trust Company and any successor 
      Trustee(s) duly appointed by the Board.

I.41  "Years of Credited Service" shall mean those years counted as Credited 
      Service pursuant to Paragraph 2.4.

I.42  "Years of Service" shall mean the period of an Employee's employment
      described in Paragraph 2.3 for purposes of determining vesting in Plan
      benefits and eligibility for Early or Disability Retirement.  However,
      with respect to Participants covered by Appendix B, (individuals on the
      Jacksonville Hourly Payroll), Years of Service shall not include any
      employment periods prior to January 1, 1977.  With respect to Participants
      covered by




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     Appendix C (individuals on the Washington Hourly Payroll), Years of
     Service shall not include any employment periods prior to January 1, 1979.
     
     The masculine pronouns wherever used shall also include the feminine
pronouns and the singular shall include the plural.



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                                   ARTICLE II

                       SERVICE AND PARTICIPATION
                       --------------------------

II.1 Eligibility Requirements.
     ------------------------------

     (a)  Each Eligible Employee on December 31, 1994 who was a
          participant under the Prior Hourly Pension Plan or the Prior Salaried
          Pension Plan on December 30, 1994 shall be a Participant of the Plan
          on December 31, 1994.
     
     (b)  Each other Employee shall become a Participant in the Plan on
          the earlier of the following dates, providing he is then an Eligible
          Employee:
     
          (i)  the date his employment commences in a work pattern
               expected to result in at least 1,000 Hours of Service in a
               12-month period, and
     
          (ii) the date as of which he has completed 1,000 Hours of
               Service in one of the following 12-month periods:
     
               (A)  the 12 months following his date of
                    employment with the Company or an Affiliate, or
    
               (B)  any calendar year after his date of
                    employment.
     
     (c)  An individual who becomes an Eligible Employee after having
          completed the requirements under subparagraph (b) shall become a
          Participant on the date he first meets the requirements to be an
          Eligible Employee.
     
     (d)  Leased employees as described in Paragraph 13.8 shall not be
          eligible to participate in the Plan.



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II.2 Notification of Employees.  Each Eligible Employee who meets the
     requirements for participation in the Plan will be notified by the Company
     of the provisions of the Plan and of his right to participate.

II.3 Years of Service.  Years of Service shall determine a Participant's
     eligibility for retirement benefits under the Plan, except that upon

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