Prepared by MERRILL CORPORATION




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Exhibit 10I  


CONFORMED COPY  


 
 

PRECISION CASTPARTS CORP.    
    
    SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM—
  LEVEL ONE PLAN    
    
    1998 Restatement    
    
    January 1, 1998    
  


    (As Amended by Amendment No. 1) 



	Precision Castparts Corp.

an Oregon corporation

4650 SW Macadam, Suite 240

Portland, Oregon 97201	 	Company







PRECISION CASTPARTS CORP.  


 SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM—

LEVEL ONE PLAN  


 1998 Restatement  


 January 1, 1998  


    Precision Castparts Corp., an Oregon corporation (the Company) adopted this Program effective February 1, 1989 to provide supplemental retirement
benefits for certain key employees as an incentive for them to develop careers with the Company and to perform with a degree of excellence that will promote the best interests of the Company. The
Program is divided into two plans, the Level One Plan, which this Restatement constitutes, and a second plan called the Precision Castparts Corp. Supplemental Executive Retirement
Program—Level Two Plan (SERP—Level Two). The Company adopts the following Restatement of the Supplemental Executive Retirement Program—Level One Plan (the Plan)
effective as of January 1, 1998 to enhance benefits and to make technical, administrative and editorial changes. 


    1.  Eligibility and Participation  



    1.1    Eligible Employees.  Participation shall be limited to a select group of designated
key employees of the Company and of its United States Subsidiaries. "Subsidiary" means a corporation more than 50 percent of the outstanding voting stock of which is owned by the Company. 


    1.2  Selection of Participants.  



    1.2-1    Participants shall be selected initially by the Compensation Committee of the Board
of Directors of the Company (the Committee). The chief executive officer of the Company may recommend additional
participants for approval by the Compensation Committee. A key employee may be selected for participation at any time. The Committee may also remove a participant from the Plan on a prospective basis,
with or without cause. The Administrator shall notify the participant in writing within 30 days after Committee action establishing the removal. The effective date of removal shall be the date
of adoption of the Committee action. 


    1.2-2    Subject to 1.4, following any removal under 1.2-1, the following shall
apply: 



    (a)  The removal, in itself, shall not cause an immediate forfeiture of benefits. 


    (b)  No further Years of Benefit Service shall be counted following the date of removal. 


    (c)  The amounts described in 2.1-5(a) and (b) shall not change after removal, but the amounts
described in 2.1-5(c) may change due to further accruals or other increases in the Retirement Plan Benefit and Primary Social Security Benefit. 


    (d)  A removed participant who continues to be employed by the Company or a Subsidiary shall not earn additional Years
of Eligibility Service needed to qualify for retirement under Section 2 below and shall not qualify for accelerated vesting under 2.4 on change of control occurring after removal from
participation. 


    (e)  The pre-retirement spousal death benefit if applicable under 4.3 shall end 30 days after notice
of removal is given under 1.2-1. 


    (f)  If the participant is married at removal and remains married until the benefit start date, the
Company-paid survivor annuity under 2.1-2, as well as any election under 3.2-2 to increase the survivor annuity from 50% to 100%, shall continue to apply. If the
participant is married at removal and is unmarried or married to a different spouse at the 








 




benefit start date, the Company-paid survivor annuity under 2.1-2 shall not apply. If the participant is unmarried at removal but becomes married prior to the benefit start
date, the Company-paid survivor annuity under 2.1-2 shall not apply, but the participant may elect within 30 days after marriage an actuarially equivalent spousal
survivor annuity at 50% or 100% determined with reference to the otherwise payable normal benefit for the participant's life only. 





    1.3  Enrollment.  When selected, the key employee shall be notified and given a Statement of
Participation signed by the Company. The key employee shall enroll for participation by completing the Statement of Participation, including all required benefit elections, signing it and returning it
to the Administrator of the Plan appointed by the Committee (the Administrator). The Statement of Participation shall be effective on the date signed by the key employee. 


    1.4  Transfer to Level Two.  



    1.4-1    If a participant in this Plan becomes a participant under SERP—Level
Two, the benefit obligations under this Plan shall be transferred to SERP—Level Two as follows: 



    (a)  The monthly benefit shall be calculated as described in 1.4-2. 



    (b)  If the participant is married upon transfer and remains married until the benefit start date, an election under
3.2-2 to provide for a surviving spouse 100% contingent annuity shall continue to apply to the transferred benefit obligations. 


    (c)  The Company-paid survivor annuity under 2.1-2 shall continue to apply only if the
participant is married on the transfer date and remains married until the benefit start date. If the participant is not married on the transfer date and is married on the benefit start date, or if the
participant is married on the transfer date and is married to a different spouse on the benefit start date, the Company-paid survivor annuity under 2.1-2 shall not apply. 




    1.4-2    The benefit following the transfer will be the greater of the following: 



    (a)  The benefit determined under the SERP—Level Two formula counting covered service and pay for the
periods of coverage under SERP—Level One and SERP—Level Two. 


    (b)  The grandfathered SERP—Level One benefit, calculated as follows: 



    (1)  The benefit target shall be determined under 2.1-5(a) and (b) based on covered service and pay
as of the date of transfer. 


    (2)  The offset portion under 2.1-5(c) may change after the date of transfer due to further accruals or
other increases in the Retirement Plan Benefit and Primary Social Security Benefit. In determining the offset for the Retirement Plan Benefit, the monthly benefit shall be calculated based on the
following form of benefit: 



    —  If the participant is unmarried on the transfer date, or if the participant is married on the transfer
date but is married to a different spouse on the benefit start date, in a straight life annuity. 


    —  If the participant is married upon transfer and remains married until the benefit start date, in a
contingent annuity with half payments continued to the spouse for the period of coverage under SERP—Level One and in a straight life annuity for the period of coverage under
SERP—Level Two. 







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    2.  Supplemental Benefits  



    2.1  Normal Retirement Benefit  



    2.1-1    Subject to 2.1-2, 2.1-3 and 2.1-6, the basic
supplemental benefit on normal retirement with 20 Years of Benefit Service (YBS) shall be a monthly pension for life equal to 60 percent of Final Average Pay (FAP) minus the Retirement Plan
Benefit (RPB) and the Primary Social Security Benefit (PSSB). 


    2.1-2    For a participant who is married at the time retirement benefit payments start, the
benefit shall include a survivor annuity for the participant's spouse under which after the participant's death, ongoing benefits shall be paid to the participant's surviving spouse for life at a
monthly rate equal to half the monthly rate paid to the participant. The married participant's normal retirement benefit shall not be reduced to provide for this survivor annuity. As provided in
3.2-2, a married participant may elect to have the surviving spouse's survivor annuity increased to provide for continuation of benefits in full after the participant's death, in which
case the participant's normal retirement benefit shall be reduced on an actuarially equivalent basis to provide for the increase in the survivor annuity amount. The survivor annuity, if applicable,
shall only be payable to the spouse to whom the participant is married on the benefit starting date. 


    2.1-3    The basic supplemental benefit for any participant who is a Five Percent Shareholder
of the Company shall be half the amount otherwise provided under 2.1-1 and related provisions. If a participant stops being a Five Percent Shareholder, the foregoing restriction shall not
apply to
additional benefits for Benefit Service after the Five Percent Shareholder status ends. A participant shall be considered a Five Percent Shareholder if: 



    (a)  The person owns, directly or indirectly, securities of the Company representing 5 percent or more of the
combined voting power of the Company's then outstanding securities, and 


    (b)  The person has owned securities meeting the requirements of (a) for 20 or more years while an employee of
the Company. 




    2.1-4    For a participant with less than 20 Years of Benefit Service at normal retirement,
the 60 percent factor in 2.1-1 shall be reduced by 1/20th for each year less than 20. The benefit for each Year of Benefit Service over 20 shall be one-half of one
percent (.5 percent) of Final Average Pay, minus any portion of the Retirement Plan Benefit and Primary Social Security Benefit that exceeds the basic benefit under 2.1-1 for the
first 20 Years of Benefit Service. The benefit for a partial year at the end of a participant's period of service shall be prorated based on the number of months in which the participant performs
services during the year. 



    2.1-5    The basic supplemental benefit can be expressed as follows: 



    (a)  (60% of FAP) ((YBS up to 20)/20) 





    PLUS





    (b)  (.5% of FAP) (YBS over 20) 





    MINUS





    (c)  (RPB + PSSB) 




    2.1-6    If a participant has a period of Benefit Service transferred to this Plan from
SERP—Level Two, an election under 3.2-2 of SERP—Level Two shall continue to apply to the transferred benefit obligations as provided in this Plan. 




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    2.2  Definitions  



    2.2-1    "Final Average Pay" means the participant's average monthly compensation in the
highest three calendar years of compensation out of five consecutive calendar years of employment during a period of Eligibility Service by the Company or a Subsidiary. Years separated by a period of
one or more calendar years when the participant has no such employment shall be treated as consecutive. Additional compensation paid at retirement or other termination of employment, such as for
periods of unused vacation or sick leave, shall be attributed to calendar years by assuming that employment continued during the period based on which the compensation is measured. Severance pay shall
be disregarded, except severance pay in lieu of service. 


    2.2-2    "Compensation" shall be determined as follows: 



    (a)  Total direct pay reportable on Form W-2 under Internal Revenue Code section 3401(a),
disregarding limitations based on the nature or location of employment, shall be counted, subject to the following provisions: 



    (1)  Bonuses shall be included in full. 


    (2)  Commissions and cost-of-living allowances shall be excluded. 


    (3)  Any reimbursements or other expense allowances, fringe benefits, moving expenses, severance or disability pay and
other deferred compensation (other than as specified in (b) below) and welfare benefits shall be excluded. 


    (4)  Gains realized from the exercise of nonqualified stock options shall be excluded. 




    (b)  Total direct pay shall be determined without reduction by elective deferral of otherwise currently taxable
compensation under any qualified cash or deferred arrangement under Internal Revenue Code
section 401(k), any elective welfare benefit arrangement under Internal Revenue Code section 125 or a non-qualified deferred compensation plan. 


    (c)  During periods of reduced compensation because of such causes as illness, disability or leave of absence,
compensation shall be figured at the last regular rate before the start of the period. 




    2.2-3    "Primary Social Security Benefit" means the primary insurance amount estimated for
the participant on retirement at or after age 65 under the federal Social Security Act determined as follows: 



    (a)  The amount may be estimated from the regular pay rate under rules established by the Administrator assuming a
standard pay progression over a full working career. 


    (b)  The amount shall not be changed by amendments to the Social Security Act or cost-of-living
index adjustments after the participant's actual termination date or age 65, whichever is first. 


    (c)  If a participant retires early, the Primary Social Security Benefit shall be the amount that would be received at
age 65 assuming level earnings at the participant's final rate of pay and no change in the Social Security Act. 





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    2.2-4    "Retirement Plan Benefit" means the sum of the following amounts: 



    (a)  The monthly benefit (excluding any Prior Profit Sharing Plan Benefit) under the Precision Castparts Corp.
Retirement Plan (the Retirement Plan) for the participant upon normal retirement at age 65 in the form determined under 2.2-5. 


    (b)  The monthly benefit for the participant under any defined benefit pension plan other than the Retirement Plan from
service counted for benefits under this Plan as well as any service following removal from participation, and disregarding any benefit derived from rollovers to such plan derived from a source other
than employer contributions relating to the period of service counted for benefits under this Plan. The benefit shall be expressed as a normal retirement benefit at age 65 in the form determined under
2.2-5 using the actuarial equivalency factors applicable under that plan. If benefits are
provided for a participant under the foregoing sentences with respect to more than one plan, all such benefits shall be combined. 


    (c)  The monthly benefit for the participant under a defined contribution retirement plan relating to service counted
for benefits under this Plan as well as any service following removal from participation, and disregarding any benefit derived from employee pre-tax or employee after-tax
contributions to such plan or rollovers to such plan derived from a source other than employer contributions relating to the period of service counted for benefits under this Plan. The amount of the
benefit shall be based on each employer contribution for the participant with respect to the relevant period of service, with the contributions carried forward at an interest rate of eight percent.
The actual rate of return in the plan and any interim distributions or withdrawals shall be disregarded. The resulting benefit shall be expressed as a normal retirement benefit at age 65 in the form
determined under 2.2-5 using the actuarial equivalency factors applicable to the Retirement Plan for determining equivalent benefits other than a lump sum. If benefits are provided for a
participant under the foregoing sentences with respect to more than one plan, all such benefits shall be combined. If the defined contribution plan is a plan under which employer contributions are
made to match, wholly or partly, employee pre-tax or after-tax contributions under the plan, then the offset for the defined contribution plan shall be calculated assuming the
employee's account has been credited with the maximum matching contributions the employee could have had credited by making employee contributions (without regard to any operational limitations
imposed by discrimination testing), carried forward at an interest rate of eight percent. 




    2.2-5    In determining the Retirement Plan Benefit under 2.2-4, the monthly
benefit shall be calculated based on the following form of benefit: 



    (a)  For a participant who is married when benefit payments start under this Plan, in a contingent annuity with half
payments continued to the spouse. 


    (b)  For a participant who is unmarried when benefit payments start under this Plan, in a straight life annuity. 




    2.2-6  "Normal Retirement" means retirement under the Retirement Plan at or after age 65 with 10 Years of
Eligibility Service. 


    2.2-7    Subject to 1.2, "Year of Benefit Service" means a period of 12 months based
on the anniversary of the date the employee first performs an hour of service as an employee of the Company or a Subsidiary. No service for a business before the date it becomes a Subsidiary shall be
counted as Benefit Service. Except for periods of disability as described below, periods of employment other than as a regular full-time employee shall be disregarded and service credit
shall be reduced accordingly. If a person becomes totally and permanently 




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disabled while a participant accruing Benefit Service and qualifies for disability income payments under Social Security, the participant shall continue to accrue Years of Benefit Service during
disability up to age 65 or earlier retirement if: 



    (a)  The disability was directly related to and arose from the participant's employment, or 



    (b)  The participant had 10 Years of Eligibility Service before the disability occurred. 




    2.2-8    "Years of Eligibility Service" means Years of Benefit Service as defined in
2.2-7 plus Years of Service (as defined in the Retirement Plan), if any, approved by the Committee performed for a business before the date it became a Subsidiary. 




    2.3  Early Retirement Benefit  



    2.3-1    An early retirement supplemental benefit shall be payable for a participant who
terminates employment before normal retirement but after age 55 with at least 10 Years of Eligibility Service. The benefit shall be the normal retirement basic supplemental benefit, as adjusted under
2.1-4, if applicable, and reduced as described in 2.3-2 by 6 percent for each year by which the early retirement date precedes the date the participant would have first
qualified for normal retirement as defined in 2.2. The reduction for partial years shall be prorated monthly, based on calendar months with a partial month at the beginning or end of the period
disregarded if the affected portion of the month is less than 15 days. 


    2.3-2    The early retirement reduction described in 2.3-1 shall be applied after
calculating a participant's benefit as for normal retirement, based on service and compensation to actual retirement, as follows: 



	(a)
	(60% of FAP) ((YBS up to 20)/20)

+ (.5% of FAP) (YBS over 20) - (RPB + PSSB) 





    TIMES





	(b)
	(1 - .06(65 - age at actual retirement)) 







    2.3-3    No benefit shall be paid with respect to a participant whose employment terminates
before early retirement except under 2.4 or 4. 


    2.3-4    A participant may not elect to defer the start of early retirement benefits. 




    2.4  Accelerated Vested Benefit.  Subject to 2.5, an accelerated vested benefit shall be payable for a
participant whose employment is terminated by the Company if the termination occurs both within two years following a Change in Control of the Company as defined in 10 and before the participant
qualifies for normal or early retirement. The benefit shall be a lump sum payment as of the first day of the month after termination of employment. The amount shall be the actuarially determined
present value of the participant's basic supplemental benefit on normal retirement, based on Final Average Pay and Years of Benefit Service as of the date of termination, an assumed interest rate of
eight percent and the mortality table used for equivalent benefits payable as lump sum payments under the Retirement Plan. No cash-out value shall be attributed to any spousal survivor
benefit for a participant. If a participant qualifies for payment of a benefit under this provision, but dies before payment of the benefit, the benefit shall be paid to the participant's spouse under
4.4 if applicable, or to the participant's estate if 4.4 is not applicable. A change in ownership of an affiliate of the Company that does not occur as part of a Change in Control of the Company,
shall not trigger this section 2.4. 



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    2.5  Forfeiture of Benefit  



    2.5-1    No benefit (other than a spouse's death benefit under 4, if applicable) shall be
payable with respect to a participant who terminates employment, regardless of cause, before qualifying for a normal retirement benefit, an early retirement benefit or an accelerated vested benefit or
to any participant whose employment is terminated for misconduct during employment. Moreover, no normal or early retirement benefit or spouse's death benefit shall be payable with respect to any
participant who, after termination, engages in competition with the Company or a Subsidiary, as determined by the Committee in accordance with 2.5-3. 


    2.5-2    "Misconduct during employment" means: 



    (a)  Committing a fraudulent or otherwise dishonest act related to employment; 


    (b)  Making an unauthorized disclosure of confidential information related to the Company or Subsidiary if the
information was obtained during employment; or 


    (c)  Engaging in competition while employed. Competition is defined in 2.5-3(a) and (b). 




    2.5-3    "Competition" means doing either of the following within three years after
termination of employment: 



    (a)  Making an unauthorized disclosure of confidential information related to the Company or any Subsidiary if the
information was obtained during employment; or 


    (b)  Engaging either as an employee, partner, proprietor or otherwise, in a business in competition with the Company or
any Subsidiary in the manufacture or sale of investment castings or any other business conducted by the Company or a Subsidiary at any time during the participant's period of employment. 




    2.5-4    No forfeiture or absence of a forfeiture shall constitute a waiver of or bar any
other remedy that may be available to the Company or a Subsidiary under applicable law on account of the misconduct or competition. 




    2.6  Deferred Retirement Benefit.  If a participant's employment with the Company or a Subsidiary
continues past age 65, Years of Benefit Service shall continue to accrue and Final Average Pay shall be adjusted to actual retirement. The benefit shall be based on the regular formula for normal
retirement, and no actuarial adjustment shall be made for starting benefits after age 65. 


    2.7  Accruals During Disability.  



    2.7-1    "Disability" means a condition that makes a person eligible for disability income
payments under Social Security for total, permanent disability. 


    2.7-2    A participant who terminates covered employment on account of disability shall
continue to accrue Service for Eligibility and Benefits while disabled until retirement or earlier recovery from disability if either of the following applies: 



    (a)  The disability was directly related to the participant's employment. 


    (b)  The participant had at least 10 Years of Eligibility Service before the disability occurred. 




    2.7-3    A disabled participant shall be retired at normal retirement date and may retire at
early retirement date if eligible. Benefits shall be determined on the basis of Benefit Years, Final Average Pay (calculated as if pay rate was frozen at the date of disability), Primary Social
Security Benefit and Retirement Plan Benefit at retirement. 




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    3.  Payment of Benefits  



    3.1  Start of Benefits.  Benefits shall start with the month that begins after termination of employment,
in the case of normal, deferred, accelerated vested or early retirement benefits, and with the month that begins after the participant's death in the case of a spouse's death benefit under 4.1 through
4.3. The benefit starting date shall be as of the first day of the first month for which benefits are paid under this provision. Benefit payments shall be made by the end of the month to which they
apply in accordance with the Company's regular payroll processing schedule. 


    3.2  Form of Benefit  



    3.2-1    Subject to 2.1-2, the normal form for payment of benefits shall be a
monthly annuity for the life of the participant. 


    3.2-2    A married participant may elect under 3.2-4 to receive a reduced monthly
benefit for life in order to have payments continued to the participant's surviving spouse in full (rather than at one-half as provided in 2.1-2). 


    3.2-3    The reduction under 3.2-2 in the participant's monthly benefit shall be
the actuarial equivalent of the increase selected for the spouse's survivor benefit. Actuarial equivalency shall be determined with reference to the otherwise payable normal benefit and shall be based
on the assumptions applicable to determining comparable benefits under the Retirement Plan. 


    3.2-4    A benefit election under 3.2-2 may be made upon enrollment in this Plan
or within 30 days following the marriage of a participant that occurs before the participant's benefit starting date under 3.1. The election shall be by written notice mailed or delivered to
the Administrator. An election under 3.2-2 shall be void if the participant and spouse do not stay married throughout the period from the election date to the benefit starting date. 



    3.2-5    Accelerated vested benefits under 2.4 shall be paid in a lump sum. 





    4.  Death Benefits for Spouse  



    4.1  Subject to 2.5, if a participant dies after starting to receive benefits, or dies after retiring under
2.2-6 or 2.3-1 but before starting benefits under 3.1, a death benefit shall be paid only as provided under the spouse's survivor benefit form. A spouse's
post-retirement death benefit shall only be paid to the spouse to whom the participant was married on the participant's benefit starting date, even if the participant is married to another
spouse on the date of death. 


    4.2  Except as provided in 4.3 and 4.4, if a participant dies before starting to receive benefits or qualifying under
4.1, no benefit shall be paid. The surviving spouse benefits under 4.3 and 4.4 shall only be payable if the participant and spouse are legally married on the date of death. 


    4.3  Subject to 1.2-2(e) and 4.2, the surviving spouse of a participant who dies while employed in covered
employment after accruing 10 Years of Eligibility Service, or whose death while so employed is directly related to the participant's employment, shall receive a death benefit as follows: 



    (a)  The benefit shall be a monthly payment for the surviving spouse's life, starting on the first day of the month
after the participant's death. 


    (b)  Subject to (c), the benefit shall be one-half of the amount determined as though the participant had
retired on the date of death with benefits payable to the surviving spouse under the survivor annuity in Plan Section 2.1-2. In determining the amount of the benefit, the
participant's actual Years of Benefit Service, Final Average Pay, and Primary Social Security Benefit shall be used. The Retirement Plan Benefit described in Plan Section 2.2-4(a) 




8





 



will include the actuarial value of any subsidy provided to actual preretirement death benefits that commence prior to age 55. Early retirement adjustment factors as described in
Section 2.3-2(b) shall
apply. On death before age 55, the participant shall be assumed to be age 55 in determining the early retirement adjustment factor. 



    (c)  If a participant elected under 3.2-2 to have payments continued to the surviving spouse in full, then
the amount under (b) shall be determined using that benefit form. 




    4.4  If a participant dies after qualifying for an accelerated vested benefit under 2.4 but before the date under 3.1
for payment of the benefit, the surviving spouse shall receive the participant's accelerated vested benefit in a lump sum on the date the payment otherwise would have been made to the participant. If
actual payment is delayed until after the date under 3.1 for payment of the benefit to the surviving spouse under this provision, the benefit shall be paid to the spouse as soon as practicable, or to
the surviving spouse's estate if the surviving spouse has died before the actual payment date. If a participant dies after qualifying for an accelerated vested benefit under 2.4 but before the date
under 3.1 for payment of the benefit, and there is no surviving spouse, no benefit shall be paid under this provision. 




    5.  No Advance Funding  


    Benefits
shall be paid from the general assets of the Company. The Company may, but shall not be required to set aside funds in advance for payment of benefits under the Plan. Even if
funds are set aside, that shall not cause this to be a funded employee benefit plan. Participants' rights under this Plan shall be only as general creditors of the Company. 


    6.  Amendment and Termination  



    6.1  Regular Procedure.  Subject to 6.3, the Board of Directors of the Company may amend or terminate
this Plan on the first day of any month by notice to the participants, but may not revoke any participant's benefits (a) without adequate compensation or (b) after the occurrence of a
Change in Control of the Company. If the Board of Directors decides to revoke benefits for some or all participants, the benefits of all affected participants shall be revoked in exchange for adequate
compensation, and such participants shall have no right to defer receipt of such compensation. "Adequate compensation" shall be determined based upon the actuarially equivalent present value of the
accrued straight life normal retirement (age 65) benefit as of the plan termination date, using an eight percent interest assumption and the mortality table then applicable under the Retirement
Plan to benefits payable as lump sum distributions. No cashout value shall be attributed to any spousal survivor benefit for a participant who has not already retired and commenced benefits. Subject
to 6.2, the value of an unvested benefit shall be zero. 


    6.2  Total Plan Termination or Reduction in Benefit Accrual Rate.  In the event of a total termination,
the benefits of all participants shall be fully vested immediately to the extent then accrued, and the
participant shall receive adequate compensation as described in 6.1 above. If ongoing benefit accruals are slowed or stopped, the following shall apply: 



    (a)  Automatic vesting shall not apply. 


    (b)  Participants who remain employed by the Company or a Subsidiary shall continue to accrue Eligibility Service and
shall become vested upon reaching age 55 and 10 Years of Eligibility Service. 


    (c)  The amounts described in 2.1-5(a) and (b) shall be adjusted under the new accrual rate, or shall
be frozen if accruals are stopped, but shall not be reduced. The amounts described in 2.1-5(c) may change as described in 1.2-2(c). 




9





 




    6.3  Technical, Editorial or Operational Changes.  The chief executive officer of the Company may amend
the Plan to make technical, editorial or operational changes on advice of counsel to comply with applicable law or to simplify or clarify the Plan. The chief executive officer may delegate this
amendment authority. 




    7.  Not Contract of Employment  


    This
Plan shall not be a contract of employment between the Company or a Subsidiary and any participant. No participant may object to termination of the Plan under paragraph 6
above. The Plan shall not prevent the Company or a Subsidiary from discharging any participant from employment at any time. 


    8.  Claims Procedure  



    8.1  Filing Procedure.  Any person claiming a benefit, requesting an interpretation or ruling under the
Plan, or requesting information under the Plan shall present the request to the Administrator who shall respond in writing as soon as practicable. Verbal claims must be confirmed in writing by the
claimant within a reasonable time. If no written confirmation is received within two weeks of a verbal claim, the Administrator may state the claim in writing communicated to the claimant and then
proceed on that basis. 


    8.2  Notice of Denial.  If the claim or request is denied, the written notice of denial shall state: 



    (a)  The reasons for the denial, with specific reference to the Plan provisions on which the denial is based; 


    (b)  A description of any additional material or information required and an explanation of why it is necessary; and 


    (c)  An explanation of the Plan's claim review procedure. 




    8.3  Review Procedure.  Any person whose claim or request is denied or who has not received a response
within 30 days may request review by notice in writing to the Administrator, who shall inform the Committee. The original decision shall be reviewed by the Committee, which may, but shall not
be required to, grant the claimant a hearing. On review, whether or not there is a hearing, the claimant may have representation, examine pertinent documents and submit issues and comments in writing. 


    8.4  Decision on Review.  The decision on review shall ordinarily be made within 60 days. If an
extension of time is required for a hearing or other special circumstance, the claimant shall be so notified and the time shall be 120 days. The decision shall be expressed in writing and shall
state the reasons and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned. 




    9.  General Provisions  



    9.1  If suit or action is instituted to enforce any rights under the Plan, the prevailing party may recover from the
other party reasonable attorneys' fees at trial and on any appeal. 


    9.2  Any notice under this Plan shall be in writing and shall be effective when actually delivered or, if mailed, when
deposited as registered or certified mail directed to the Company at the address stated in the Statement of Participation or to such other address as either party may specify by notice to the other
party. Unless otherwise designated, notices to the Committee or the Administrator shall be sent to the address specified for the Company. 


    9.3  The rights of a participant under this agreement are personal. Except for amounts owing to or claimed by the
Company or a Subsidiary and except for the limited provisions of 3.2 above, 



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no interest of a participant or spouse or representative of a participant may be directly or indirectly transferred, encumbered, seized by legal process or in any other way subjected to the claims of
any creditor. 


    9.4  Following termination of employment, a participant shall not be an employee of the Company or a Subsidiary for any
purpose and payments under Section 3 shall not constitute salary or wages. A participant shall receive such payments as retirement benefits, not as compensation for performance of any
substantial services. 


    9.5  Except as provided in 9.3 above, this Plan shall be binding upon and inure to the benefit of the parties, their
successors and assigns. If the Company or a Subsidiary merges, consolidates or otherwise reorganizes, or its assets or business are acquired by another company, this Plan shall be binding upon the
successor company and shall apply to any employment of participants by the successor company. 


    9.6  This Plan shall be construed according to the laws of Oregon except as preempted by federal law. 




    10.  Definition of Change in Control  


    For
purposes of this Plan, a "change in control of the Company" shall be deemed to have occurred if: 



    (a)  Any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company representing 20 percent or more of the combined voting power of the Company's then outstanding securities; 



    (b)  During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board of Directors of the Company (the Board), and any new director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this Section) whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof; 



    (c)  The stockholders of the Company approve a merger or consolidation of the Company with any other company, other than
(1) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than 50 percent of the combined voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as
hereinabove defined) acquires more than 20 percent of the combined voting power of the Company's then outstanding securities; or 



    (d)  The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale
or disposition by the Company of all or substantially all of the Company's assets. 



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    11.  Effective Date  



    This
Restatement shall be effective January 1, 1998, except that the changes in 2.2-4 shall be effective as of January 1, 1989, the Plan's initial effective
date. The Company-provided spouse's survivor benefit under 2.1-2 shall be provided as follows: 



    (a)  For a participant who had previously elected to receive benefits in a straight life annuity, the 50% spouse's
survivor benefit is provided with no reduction of the participant's monthly benefit amount. If the participant was not married upon making the election, but is married on August 5, 1997, the
participant may elect promptly after receiving written announcement of this Restatement to have the Company-provided spouse's survivor benefit supplemented with an additional 50% spouse's survivor
benefit (with a related actuarial reduction in the participant's benefit), resulting in a 100% spouse's survivor benefit. Actuarial equivalency shall be determined in a manner consistent with
3.2-3. 


    (b)  For a participant who had previously elected to reduce the monthly retirement benefit in order to provide the 50%
spouse's survivor benefit, the participant may elect within 30 days of receiving written announcement of this Restatement either to receive the Company-provided spouse's survivor benefit to
increase the spouse's survivor benefit to 100%, or to have the originally-selected 50% spouse's survivor benefit provided with no actuarial reduction. Actuarial equivalency shall be determined in a
manner consistent with 3.2-3. 


    (c)  For a participant who had previously elected to reduce the monthly retirement benefit in order to provide the 100%
spouse's survivor benefit, the actuarial reduction of the participant's monthly benefit shall be based on the difference between the Company-provided spouse's survivor benefit and the 100% spouse's
survivor benefit as selected. Actuarial equivalency shall be determined in a manner consistent with 3.2-3. 



	1998 RESTATEMENT EXECUTED AS FOLLOWS EFFECTIVE JANUARY 1, 1998:
	

Adopted: August 5, 1997	
 	

 	

 
	
Company	
 	

PRECISION CASTPARTS CORP.
	

 	
 	

By	

W. C. McCORMICK

	 	 	Executed: December 3, 1997
	
AMENDMENT NO. 1 EXECUTED AS FOLLOWS EFFECTIVE NOVEMBER 4, 1998:
	

Adopted: November 4, 1998	
 	

 	

 
	
Company	
 	

PRECISION CASTPARTS CORP.
	

 	
 	
By	

WILLIAM D. LARSSON

	 	 	Executed: November 11, 1998




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PRECISION CASTPARTS CORP. SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM— LEVEL ONE PLAN 1998 Restatement January 1, 1998