Exhibit
10(I)


 


CONFORMED
COPY


 


 


PRECISION CASTPARTS CORP.


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM -

LEVEL ONE PLAN


 


 


1998 Restatement


 


January 1, 1998


 


(As Amended by Amendment
No. 3)


 


 


	
  Precision Castparts Corp.

  an Oregon corporation

  4650 SW Macadam, Suite 240

  Portland, OR  97201

  	
   

  	
  Company

  



 


 


STOEL RIVES LLP


A t t o r n e y s


 


STANDARD INSURANCE CENTER


900 SW FIFTH AVENUE,
SUITE 2600


PORTLAND, OREGON
97204-1268


Telephone (503) 224-3380


Fax (503) 220-2480


 

















 


PRECISION CASTPARTS CORP.


 


SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM -


LEVEL ONE PLAN


 


1998 Restatement


 


January 1, 1998


 


(As Amended by Amendment
No. 3)


 


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
Affiliates.  “Affiliate” means a
corporation or other business that is more than 50 percent 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 for the Plan appointed by the
Committee 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 an Affiliate 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.


 


1.2-3       Credit for Pre-Acquisition Service and
Pay.  “Acquisition”
means an asset or stock purchase by the Company or an Affiliate of an
unaffiliated business.  Pre-acquisition
service, pay or both may be credited as follows:


 


(a)           Credit may be granted by the
Committee in the process of enrollment of executives.


 


(b)           After enrollment, credit can be
granted by the Company’s chief executive officer except that credit for the
chief executive officer may be granted only by the Committee.


 


(c)           The terms on which credit is granted
shall be stated in writing and communicated to the affected executive.


 


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.  The Statement of
Participation shall be effective on the date signed by the key employee.


 


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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. 
Actuarial equivalency shall be determined based on the assumptions
applicable to determining comparable annuity benefits under the Retirement
Plan.  Before a participant’s death, a
spouse has no enforceable right under this provision.  After a surviving spouse starts benefits under this provision,
the cash-out provisions in 3.2-6 and 6.2 shall apply.


 


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


 


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(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.


 


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 an
Affiliate.  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.


 


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(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.


 


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


 


6

















 


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 an Affiliate.  No service for
a business before the date it becomes an Affiliate shall be counted as Benefit
Service except as provided in 1.2-3. 
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 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 an Affiliate.


 


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


 


7

















 


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, and using the interest rate and
mortality table specified under 6.1.  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.


 


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 an Affiliate, as
determined by the Committee in accordance with 2.5-3.


 


8

















 


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 Affiliate 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 Affiliate 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 Affiliate in the manufacture or sale of investment castings or any other
business conducted by the Company or an Affiliate at any time during the
participant’s period of employment.  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 an Affiliate under
applicable law on account of the misconduct or competition.


 


2.6  Deferred Retirement
Benefit.  If a participant’s employment
with the Company or an Affiliate 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.


 


9

















 


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.


 


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       For a participant who
is unmarried at the benefit starting date, the normal form for payment of
benefits shall be a monthly annuity for the life of the participant.  For a participant who is married at the
benefit starting date, the normal form of benefit shall include a survivor
annuity for the participant’s spouse as provided in 2.1-2.


 


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       Subject to 3.2-6, 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 or at any other time that is more
than 12 months 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 no longer be effective if the participant
and spouse do not stay married throughout the period from the election date to
the benefit starting date or if the participant revokes the election at least
12 months before the benefit starting date or elects to receive a lump-sum
payment under 3.2-6(a), (b) or (c), if applicable.


 


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


 


3.2-6       A participant may elect
to receive benefits in the form of an actuarially equivalent lump sum, as
follows:


 


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(a)           The election to receive benefits in a
lump sum may be made in writing on a form prescribed by the Administrator.  Except as provided in (b) and (c) below, the
election must be delivered to the Administrator at least 12 months before the
participant’s benefit starting date under 3.1. 
If a participant makes a lump-sum election designed to qualify under
this clause but has a benefit starting date before 12 months have passed, that
election shall be void, but the participant may elect a reduced lump sum by
submitting an election under (b) or (c) below.


 


(b)           A reduced lump-sum payment of an
entire benefit may be irrevocably elected during the 12-month period before the
benefit starting date.  The reduced
lump-sum payment amount shall be calculated as provided in 3.2-7, and then
reduced by 10 percent.


 


(c)           Subject to 6.4, a reduced lump-sum
payment of the remaining portion of a benefit in pay status may be irrevocably
elected by a participant or surviving spouse any time after the benefit
starting date, except as provided below. 
The payment shall be made as soon as practicable after the election is
received by the Administrator.  The
reduced lump-sum payment amount shall be calculated as provided in 3.2-7, and
then reduced by 10 percent.  If a
participant starts benefits when married, a later election to receive a
lump-sum benefit may not apply to the spouse’s contingent survivorship benefit
if made after the participant and spouse have divorced unless authorized by the
divorce decree or other court order.  If
such a divorce has occurred and a participant elects to receive a reduced
lump-sum benefit under this provision without such authorization, the reduced
lump-sum benefit shall be calculated with reference only to monthly amounts
otherwise payable to the participant and shall not affect the spouse’s
contingent survivorship benefit.


 


(d)           A lump-sum election shall apply to
the participant’s entire benefit, regardless of whether the service to which
the participant’s benefit relates is performed before or after the election is
made.  Partial lump-sum payment
elections shall not be allowed except as provided in (c) above.


 


(e)           A lump-sum election under (a) above
may not be revoked, but it may be replaced by a spousal annuity election after
a later marriage as described in (f) below. 
If that happens, but the spousal annuity election becomes void under
3.2-4 because the marriage ends before the benefit starting date under 3.1, the
applicable benefit form shall automatically change to the normal form for
payment of benefits under 3.2-1 and the participant shall have a new
opportunity to make a lump-sum election if the 12-month lead time requirement
under (a) above is met.


 


(f)            A participant who has made a
lump-sum election under (a) above and then becomes married may elect to change
the applicable benefit form to an actuarially equivalent contingent annuity
with payment continued to the participant’s spouse in full as described in
3.2-2 or at one-half as described in 2.1-2. 
An election under this clause may not be made later than 12 months
before the benefit starting date.


 


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(g)           A participant’s election to receive a
lump-sum payment under (a), (b) or (c) above shall constitute an irrevocable
agreement by the participant to return the amount received if the electing
participant engages in competition under 2.5-3 within three years after
termination of employment or the date of the election if later.  The amount to be returned shall be the full
amount distributed plus interest at 7 percent per annum minus the monthly
amounts that would have been paid to the participant in the normal benefit form
up to the date the competition began.


 


3.2-7       If a lump-sum payment
election under 3.2-6 applies to a participant’s benefit, the following shall
apply:


 


(a)           Subject to (b) below and 3.2-6(c),
the amount of the lump-sum payment shall be based on the basic supplemental
benefit on normal retirement under 2.1 using Final Average Pay and Years of
Benefit Service and other pertinent benefit formula factors as of the benefit
starting date under 3.1.  For a benefit
starting date before normal retirement, the 6 percent adjustment factor in 2.3
shall apply.  The resulting monthly
retirement benefit shall then be converted to an actuarially equivalent present
value including the interest rate and mortality assumptions specified in 6.1.


 


(b)           For a participant who is married on
the benefit starting date, the amount of the lump-sum payment shall include the
Company-paid survivor annuity at 50 percent under 2.1-2.  If a participant is unmarried on the benefit
starting date, in determining the lump-sum payment no value will be attributed
to the Company-paid survivor annuity under 2.1-2 even if the participant had
been married for some of the time while the lump sum election is in effect.


 


(c)           A lump-sum payment shall constitute
complete satisfaction of the benefit obligation under the Plan to the
participant, and the Plan’s postretirement death benefit provisions shall not
apply.  However, the payback obligation
under 3.2-6(g) above shall remain in effect.


 


(d)           If participant dies before starting
to receive benefits with a lump-sum payment election in effect and a surviving
spouse qualifies for preretirement death benefits under 4.2 and 4.3, the
surviving spouse benefit shall be the actuarially equivalent value of the
remaining portion of the benefit calculated under 4.3(b), payable in a lump
sum.  If the participant is unmarried on
the date of death, there is no preretirement death benefit and 4.3 shall not
apply.  The actuarial equivalency shall
be determined in a manner consistent with (a) above.


 


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.


 


12

















 


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),
3.2-7(d) 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) 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.


 


13

















 


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.  No cashout value shall be
attributed to any spousal survivor benefit for a participant who has not
already retired and commenced benefits or to the cash-out benefit payment
option for any participant regardless of retirement status. Subject to 6.2, the
value of an unvested benefit shall be zero. 
“Adequate compensation” shall be
determined based on the actuarially equivalent present value of the accrued
straight life normal retirement (age 65) benefit as of the plan termination
date, using the following mortality and interest rate assumptions:


 


(i)            The mortality table shall be the
RP2000 Healthy Annuitant mortality tables (100 percent male for retirees and
100 percent female for spouses) projected to 2010 by scale AA.


 


(ii)           The interest rate for each year shall
be determined by using the 24-month average of the Moody’s Long-Term Corporate
Bond Yield composite index, ending with the November of the preceding year,
less 110 basis points.  Each year’s
interest rate shall remain in effect for distributions that occur at any time
during the year.


 


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 an Affiliate 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).


 


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 Committee is also authorized to adopt changes under this provision,
and shall be the only authorized party to adopt such a change if it affects the
benefit of the chief executive officer without having the same effect on
substantially all other similarly situated participants.  The chief executive officer and the Committee
may each delegate amendment authority under this provision to one or more


 


14

















 


executive officers of the Company, except that no officer to whom
authority is delegated may adopt an a change if it affects the benefit of that
officer without having the same effect on substantially all other similarly
situated participants.  For example, if
applicable tax laws, regulations, revenue rulings or revenue procedures would
require a participant to report taxable income due to a benefit under this Plan
before the benefit is payable to the participant, the Plan may be amended under
this provision to prevent such premature taxation.  The Company, the Committee, the chief executive officer and their
employees, officers, agents and others acting on their behalf shall not have
any liability to any Plan participant or beneficiary with respect to such
premature taxation, regardless of whether or not an amendment has been made
under this provision.


 


7.             Not Contract of Employment


 


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


 


15

















 


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 an Affiliate
and except for the limited provisions of 3.2 above, 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 an
Affiliate 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 an Affiliate 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.


 


9.7  The Company may withhold
from payments to a participant or surviving spouse any income tax or other
amounts as required by 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


 


16

















 


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.


 


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%


 


17

















 


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

  	
   

  
	
   

  	
   

  	
   

  
	
  AMENDMENT NO. 2 EXECUTED AS FOLLOWS GENERALLY
  EFFECTIVE JUNE 1, 2002:

  
	
   

  	
   

  	
   

  
	
  Company

  	
  PRECISION
  CASTPARTS CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By  

  	
  W. C. McCORMICK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Executed: 
  June 5, 2002

  	
   

  
							



 


18

















 


 


	
  AMENDMENT NO. 3 EXECUTED AS FOLLOWS EFFECTIVE
  NOVEMBER 12, 2002:

  
	
   

  	
   

  	
   

  
	
  Adopted:  November 12, 2002

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Company

  	
  PRECISION CASTPARTS CORP.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  W. D. LARSSON

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  W. D. LARSSON

  	
   

  	
   

  
	
   

  	
  Type or print name

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date signed: 
  November 18, 2002

  	
   

  
						



 


19