**Exhibit10.9**

 

PREAMBLE

 

This Agreement is enteredinto this 25th day of February, 2002 by and between Heim Bearingdivision, Roller Bearing Company, hereinafter called the COMPANY, AND THEINTERNATIONAL UNION, UNITED AUTOMOBILE, AEROSPACE AND AGRICULTURAL IMPLEMENTWORKERS OF AMERICA, U.A.W., AND AMALGAMATED LOCAL 376, UAW, the certifiedbargaining representative of all employees in the appropriate unit, a signatoryparty hereto, hereinafter referred to as the UNION.

 

ASSIGNABILITY

 

This Agreement shall be bindingupon the Successors and Assignees of the parties hereto, and no provisions,terms, or obligations herein contained shall be affected, modified, altered orchanged in any respect whatsoever by any change in the regular status,ownership or management of either party herein, provided the plant andfacilities of the Company remain within the State of Connecticut.  In the event the present owners sell orassign the plant, or sell their interest in the business, the present ownersagree to make this Agreement a condition of such sale or assignment, providedsuch sale or assignment contemplates that the plant and facilities of theCompany will remain within the State of Connecticut, and the present ownersshall be relieved of any personal liability whatsoever under the Agreementthereafter.

 

ARTICLE A

EMPLOYEES COVEREDBY THIS

AGREEMENT

 

Section 1.  The Company recognizes the Union as the soleand exclusive bargaining agency of the following employees:  all production and maintenance employees,including stockroom employees and tool clerks, also shipping and receivingclerks, excluding, however, engineering and clerical employees and supervisoryemployees as defined in the Labor-Management Relations Act of 1947, and anyamendments thereto.

 

ARTICLE B

RECOGNITION

 

Section 1.               The Union represents that it hasbeen authorized by a majority of the Company’s employees in a unit appropriatefor such purposes, as the representative designated or selected for the purposeof collective bargaining in respect to rates of pay, wages, hours ofemployment, or other conditions of employment.

 

ARTICLE C

UNION SECURITY

 

Section 1.               All present employees within theBargaining Unit on the effective date of this Agreement shall, within thirtydays thereafter, as a condition of employment, become and/or remain members ofthe Union in good standing to the extent of paying membership dues andinitiation fees.

 

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Section 2.               Employees in the bargaining Unitwho have not on the effective date of this Agreement completed thirty days of employmentwith the Company shall, as a condition of employment, within thirty days afterthe effective date of this Agreement or at the expiration of thirty days ofemployment, whichever period is longer, become and remain members of the Unionin good standing to the extent of paying membership dues and initiation fees.

 

Section 3.               All new employees hired duringthe life of this Agreement shall, as a condition of employment, within thirtydays after date of hire or thirty days after the signing of this Agreement,whichever period is longer, become and remain members of the Union in goodstanding to the extent of paying membership dues and initiation fees.

 

Section 4.               The Company will give to eachpresent employee a printed copy of this Agreement.

 

Section 5.               The Company will give a printedcopy of this agreement, together with an authorization form for check-off ofdues to all new hires.

 

ARTICLE D

CHECK-OFF

 

Section 1.               The Company shall deduct, foremployees covered by this Agreement who are members of the Union, their Unionmembership dues and initiation fees levied against all Union members inaccordance with the Constitution and Bylaws of the Union and promptly remit thesame, together with a list of employees for whom deductions were made, to theFinancial Secretary of the Union who is authorized to receive said payments,provided that the Company has received from such employees individual andvoluntary signed authorizations. Authorization cards shall be in the following form:

 

AUTHORIZATION FORCHECK-OFF OF DUES

 

To Heim BearingsDivision, Roller Bearing Company, Inc.

 

| Date                                       |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

I hereby assign to LocalUnion No. 376, International Union, United Automobile Aerospace andAgricultural Implement Workers of America (UAW), from any wages earned or to beearned by me as your employee (in my present or in any future employment byyou), such sums as the Financial Officer of said Local Union No. 376 maycertify as due and owing from me as membership dues, including an initiation orreinstatement fee and monthly dues in such sum as may be established from timeto time as union dues in accordance with the Constitution of the InternationalUnion, UAW.  I authorize and direct youto deduct such amounts from my pay and to remit same to the Union at such timesand in such manner as may be agreed upon between you and the Union at any timewhile this authorization is in effect.

 

This assignment,authorization and direction shall be irrevocable for the period of one (1) yearfrom the date of delivery hereof to you, or until the termination of thecollective agreement between the Company and the Union which is in force at thetime of delivery of this authorization, whichever occurs sooner; and I agreeand direct that this assignment, authorization and direction shall beautomatically renewed and shall be irrevocable for successive periods of one(1) year each or for the period of each succeeding applicable collective periodof each

 

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succeeding applicablecollective agreement between the Company and the Union, whichever shall beshorter, unless written notice is given by me to the Company and the Union, notmore than twenty (20) days and not less than ten (10) days prior to theexpiration of each period of one (1) year, or of each applicable collectiveagreement between the Company and the Union whichever occurs sooner.

 

This authorization ismade pursuant to the provisions of Section 392 (c) of the Labor ManagementRelations Act of 1947 and otherwise.

 
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| (Signature of Employee  here)          |    |                        |
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| (Type of print name of  employee here) |    |
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| (Date of sign.)                        |    | (Emp. Clock No.)            |
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| (Soc. Sec. No.)                        |    | (Date of del. to  Employer) |

 

Section 2.               All deductions covered by thisAgreement shall be made in a manner agreed upon with the Union, except thatdues and initiation fees will be on a monthly basis.  However, local practices, relative to number of hours per monthto be worked before dues deductions shall be made, shall be in accord with theConstitution of the International Union. If in any month full dues are not deducted, the Company and Union mayagree upon an orderly manner of collection in the succeeding month or months.

 

Section 3.               All sums deducted under theAgreement shall be remitted to the Financial Secretary of the local Union,prior to the first of the month following the deduction and the Company willfurnish the financial Secretary of the local Union, monthly, a record of thosefor whom deductions have been made, together with the amount of such deductionsand also a record of all terminations and employees absent during the week ofthe check-off.

 

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ARTICLE 1

HOURS AND OVERTIME

 

Section 1.               The normal work week shall be:

 

(a)                                  Forty(40) hours, based on eight (8) hours per day, five (5) days per week, Mondaythrough Friday inclusive.

 

(b)                                 Thenormal work week shall begin on Sunday night at 11:00 p.m. with the start ofthe third (3rd) shift and end 168 hours later.

 

(c)                                  Thefirst day shall be the 24 hour period beginning with the employees regularscheduled shift starting time.

 

(1)           First shift hours 6:00 a.m. to 2:30p.m.

 

(2)           Second shift hours 3:30 p.m. tomidnight

 

(3)           Third shift hours 11:00 p.m. to 7:00a.m.

 

(d)                                 Thirdshift employees will be entitled to a paid 20 minute lunch.

 

(e)                                  Fridaywill be the third shift’s “Saturday” for overtime pay calculation purposes.

 

(f)                                    Saturdaywill be the third shift’s “Sunday” for overtime pay calculation purposes.

 

(g)                                 Thirdshift employees will not be required to work overtime prior to the start of theshift on Sunday night.

 

(h)                                 Firstand second shift employees presently working twelve (12) hour shifts willrevert to the schedules in paragraph (c) respectively in the event that thetwelve (12) hour shifts are discontinued for any reason.

 

Section 2.               Time and one-half shall be paidfor all work performed.

 

(a)           In excess of eight (8) hours in anyone day.

 

(b)           In excess of forty (40) hours in anyone week.

 

(c)           On Saturdays as such.

 

(d)                                 Anyemployee called in to work outside of the regularly scheduled shift hours shallbe paid not less than four (4) hours at his/her base rate as follows:

 

(1)           Time actually worked at prevailingrate, plus

 

(2)           The remaining of the four (4) hoursnot worked at straight time pay unless it is a premium day and the premium rateshall prevail.

 

(e)           Double time will be paid for all workperformed on Sundays.

 

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Section 3.               Notification of Overtime

 

(a)                                  Employeesshall not be required to work overtime when insufficient notice is given.  Notification at any time prior to the closeof the prior day’s shift will be considered sufficient notice for dailyovertime.

 

(b)                                 Employeeswill be charged for all overtime hours where proper notification has beengiven, whether the employee works or not.

 

(c)                                  Employeesshall not be required to work Saturday or Sunday overtime when insufficientnotice is given or when there is a reasonable excuse for not working.  Notice of Saturday of Sunday overtime mustbe given to the employee no later than the end of the shift on the precedingThursday.

 

Section4.

 

(a)                                  Overtimewill be equally distributed among those employees within the departments byclassification provided they have the ability to perform the available overtimework.

 

(b)                                 Overtimerecords will be maintained in each department next to the work instructions foremployees to inspect at any time.  Allrecords will be updated weekly.

 

(c)                                  Employeeswith the lowest overtime hours will be asked to work first within theirdepartment by job classification.

 

(d)                                 Employeesworking overtime outside their departments shall be charged for actual hoursworked back to their department for overtime equalization.

 

(e)                                  Thecompany shall keep a record of overtime worked and overtime refused byemployees and shall furnish the Union with a copy of such record at the end ofeach month.  If the difference inovertime hours worked between the employee with the greatest number of overtimehours and the other employees in the same work classification shall exceed ten(10) hours at the end of every three (3) month period, such difference shall bepaid at time and one-half the other employee’s regular hourly rate, except whensuch difference results from the other employee’s refusal to work in accordancewith this article.

 

Section5.                                            Overtimehours available will be recorded according to the following:

 

(a)                                  Overtimehours offered and refused will be considered hours worked for the purpose ofequalizing overtime.

 

(b)                                 Employeesabsent for any reason will be charged for all overtime hours they would havebeen offered had they been at work.

 

Section6.                                            Thereshall be no duplication of compensation for overtime for the same hours workedby an employee by reason of daily, weekly or other overtime provisions of anykind.

 

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ARTICLE 2

HOLIDAYS

 

Section 1.

 

(a)                                  Exceptas hereinafter provided, all work done on the holidays set forth below shall bepaid for at the rate of double time plus holiday pay.  The specified holidays shall also be considered as days workedfor the purpose of computing overtime pay only.

 
| M.L. King Day    |   | Labor Day                  |
|------------------|--------|----------------------------|
| Good Friday      |   | Thanksgiving Day           |
| Memorial Day     |   | Friday after  Thanksgiving |
| Independence Day |   | Employee’s Birthday   |

 

The Company will providethe following Christmas and New Year’s Holidays with pay per the followingschedule:

 
| 2002 Dec. 23, 24, 25,  26, 27     |   | Jan. 1, 2003 |
|-----------------------------------|--------|--------------|
| 2003 Dec. 24, 25, 26, 29,  30, 31 |   | Jan. 1, 2004 |
| 2004 Dec. 24, 27, 28,  29, 30, 31 |   |         |

 

(b)                                 Itis understood between the parties that an employee who is off work receivingsick and accident benefits during a week in which a holiday falls will be paidsuch holiday pay in addition to S & A benefits.  Similarly, employees receiving Workers’ Compensation will receiveholiday pay for a period not to exceed the agreed upon time limits for S &A coverage.

 

Section2.                                            Whena holiday falls on a Saturday, it shall be celebrated on the precedingFriday.  When a holiday falls on aSunday, such holiday shall be celebrated on the following Monday, excludingChristmas and New Year’s week.

 

Section3.                                            Theholidays mentioned above shall be with pay. Consequently, all employees shall receive an amount equal to eight (8)hours pay at their hourly rate for the specified holiday even though no work isperformed.  In order to be eligible forholiday pay, the employees must:

 

(a)                                  Havebeen in attendance on the work days preceding and following the holiday unlessthe absence is for:

 

(1)                                  Deathin the immediate family as defined in Article 9.

 

(2)                                  JuryDuty.

 

(3)                                  ImportantUnion business on the part of stewards, Shop Committee persons, Officers orAppointees made known to and approved by the Company prior to such holidays.

 

(4)                                  Anemployee who is laid off and again recalled within thirty (30) days, duringwhich period a paid holiday falls, shall receive holiday pay for that holiday.

 

(5)                                  Forother reasonable cause.

 

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(b)                                 Employeeson twelve (12) hour shifts will revert to their normal eight (8) hour shiftsand will not be required to work overtime on the day prior to Good Friday,Thanksgiving and Independence Day.

 

Section4.                                            Whena holiday falls within a scheduled vacation period, another day off be betweenMonday and Friday will be granted for that vacation day not taken or paid forduring the vacation period.

 

Section5.                                            Employeeson leave of absence shall not be entitled to any holiday pay during such leave.

 

ARTICLE 3

WAGES AND RATES OFPAY

 

Section 1.

 

(a)           Effective February 1, 2002, ageneral wage increase of 2.9%

 

EffectiveFebruary 1, 2003, a general wage increase of 2.75%

 

EffectiveFebruary 1, 2004, a general wage increase of 2.9%

 

The hourly rates of payshown in Appendix A, and Appendix B attached hereto and made a part hereof,shall remain in effect for the life of this Agreement.

 

(b)                                 Itis agreed that during the period of this Agreement, each employee covered bythis Agreement, shall receive a guaranteed cost of living allowance which willbe added to the employee’s straight time hourly earnings as set forth inAppendix A of the Agreement.  The guaranteedcost of living increases will be as follows:

 
| August 5, 2002 |   | 10 cents |   |
|---------------------|--------|----------|--------|
| August 4, 2003 |   | 5 cents  |   |
| August 2, 2004 |   | 5 cents  |   |

 

(c)                                  Shouldthe effective date of the increases mentioned above fall on a Monday, Tuesdayor Wednesday, the increase specified shall revert to Monday.  Should the increases specified above fall ona Thursday or Friday, the increases shall become effective on the followingMonday.

 

Section2.

 

Employees required towork on a shift other than the day shift will be paid a shift premium equal to10% of their hourly rate in addition to their regular earnings for such hoursworked.

 

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Section3.

 

(a)                                  TheCompany and the Union have negotiated job descriptions and evaluations by LaborGrade.  Such descriptions andevaluations are apart of this Agreement.

 

(b)                                 Newlyhired employees will start at the hire rate unless their training, knowledge orexperience justify hiring at a higher rate. They will progress to the maximum rate by receiving a twenty (20) centper hour increase after each sixty (60) days worked, payable starting in thenearest Monday.  It is recognized thatthe last raise may be less than twenty (20) cents per hour.

 

Employees, still inprogression, who are successful bidders on another job in a higher labor gradewill receive a twenty (20) cent per hour increase when they start the new joband then will progress in twenty (20) cent increments after each sixty (60)days worked until they reach the maximum. Rate changes will be made on the nearest Monday.  The last raise may be less than twenty (20)cents.

 

(c)                                  Employeeswho are promoted from the maximum rate of one job to a higher paying job willreceive the maximum rate of the higher job on the date of promotion.

 

(d)                                 Employeeswho are at maximum and have been transferred to a higher rated job and arelater transferred back to a lower rated job will receive the maximum of thelower rated job.

 

(e)                                  Employeeswho have not progressed to the maximum and who move from a higher rated job toa lower rated job will go down to a rate in the lower grade that is equivalentto the progression point that they were in the higher rated job.

 

(f)                                    Allemployees currently in Labor Grade 1will be promoted to Labor Grade 2.

 

ARTICLE 4

VACATIONS

 

Section 1.               Effective February 1, 1996,the continuous service requirements and earned vacation with pay at straighttime as detailed in the following vacation schedule table shall apply.  The service requirement will be based uponseniority as of August 1st of the vacation year.

 

ServiceRequirement Earned Vacation

 

| 1 year but less than 2  years    | 1 week (40 hrs)       |
|----------------------------------|-----------------------|
| 2 years but less than 5  years   | 2 weeks (80 hrs)      |
| 5 years but less than  10 years  | 2-1/2 weeks (100 hrs) |
| 10 years but less than  15 years | 3 weeks (120 hrs)     |
| 15 years but less than  20 years | 3-1/2 weeks (140 hrs) |
| 20 years but less than  25 years | 4 weeks (160 hrs)     |
| 25 years and over                | 5 weeks (200 hrs)     |

 

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Section 2.               A vacation shutdown period of upto two weeks may be designated by the Company upon notice to the Union byJanuary 31 of each calendar year. If an employee has scheduled a vacation relying on the Company’sshutdown notice, the employee will not be compelled to work.

 

Section 3.               Employees entitled to at leasttwo (2) weeks of vacation must take the same during the plant shutdown.  Employees entitled to more than two (2)weeks of vacation may take same at a time of their choice but seniority andCompany production schedules shall be taken into consideration.

 

Section 4.               Employees must have worked aminimum of 1000 hours in order to qualify for full vacation pay as provided inSection 1 above.  Employees working lessthan 1000 hours shall be paid on a pro-rated basis.  The period for determining hours worked shall be from August 1of the prior year through July 31 of the current year.  Employees terminated for any reason shallreceive a pro-rated vacation pay. Absence due to sickness or injury shall be counted as hours worked.

 

Section 5.               The Company agrees to provide avacation bonus of $100 to all employees with 20 years of service.  The Company agrees to provide a vacationbonus of $200 to all employees with 25 years service or more.

 

Section 6.               Employees who are entitled to andwish to schedule a vacation should notify their supervisor in writing byMarch 15.  Permission will begranted based upon Company seniority and Company production schedules andspecific written responses will be made by April 1.

 

Once an employee’svacation has been approved, it will not be changed unless circumstances mandatea change and more senior employees may not displace an employee’s approvedvacation.

 

An employee who does notrequest vacation by March 15 or who requests additional vacation time mustsubmit a request in writing no later than three weeks prior to the timerequested.  This three week notice requirementwill not apply in emergencies.

 

Section 7.               All vacation pay shall bedistributed the last period prior to the shutdown period.

 

ARTICLE 5

SENIORITY

 

Section 1.               A seniority list including dateof birth, hiring date, job classification, department, labor grade, totalpoints and social security number shall be maintained and a copy shall befurnished to the Union quarterly.

 

(a)                                  TheCompany shall furnish the Union with a monthly report showing the names anddates of new hires, layoffs, recalls, quits, discharges, leaves of absence(granted and expired) and adjustments in the seniority listings with respect todates.  Any errors in the senioritylists, layoffs and recalls that are discovered due to this submission shall be correctedimmediately.

 

(b)                                 TheShop Chairperson shall be notified promptly of any additions or deletions.

 

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Section2.                                            Employeeswill lose their seniority status if they:

 

(a)                                  Quit.

 

(b)                                 Aredischarged for justifiable cause.

 

(c)                                  Donot report for work within five (5) working days following a notification bycertified letter of restoration after a layoff, except where a reasonableexcuse is provided.

 

(d)                                 Areabsent without a leave of absence or excused absence for three (3) consecutiveworking days without notifying the Company, except where reasonable cause isprovided.

 

(e)                                  Areon layoff in excess of thirty-six (36) months. Probationary employees who are laid-off will not be listed on the layofflist.

 

(f)                                    Areabsent from work because of a non-occupational disability for a continuousperiod in excess of eighteen (18) months.

 

Section3.                                            Newemployees shall be regarded as temporary or probationary employees for thefirst sixty (60) calendar days of their employment.

 

Section4.                                            Employeesadvanced from hourly status to salary status shall lose seniority andprivileges under this contract thirty (30) calendar days after such appointmentunless returned to the Bargaining Unit within said period.

 

Section5.                                            Employeeswho are absent from work because of illness or injury will be returned to their“original” job upon presenting the Company with a copy of their unconditionalmedical release to return to work.

 

If their “orginal” job isno longer available, they will exercise their contract rights in accordancewith Article 8 of this contract.

 

Jobs that become vacant,because the employee in that job classification has been absent from workbecause of injury or illness for a period of more than thirty (30) days and,

 

In the judgment of theCompany, that job needs to be filled it shall be handled as follows:

 

1.                                       TheCompany shall offer recall rights to all eligible employees in an equal orhigher labor grade in accordance with Article 8, Section 1 (b) of the contract.

 

2.                                       Ifno employee(s) have recall rights as describe in item 1 above, the Company , atits discretion may post the job as “Temporary” job.

 

Bids on the “Temporary”job shall be handled in accordance with Article 6 of the contract.

 

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3.                                       Ifthere are no successful bids on the “Temporary” job, the Company shall offerrecall rights to all eligible employees in a lower labor grade.

 

4.                                       Ifthere is a reduction in force in a department where a “Temporary” job exists,the employee in the “Temporary” job must be returned to the same status he/shehad prior to accepting the “Temporary” job before the layoff commences.

 

5.                                       Ifthe “Temporary” job is not filled after the above three actions have been takenand, in the judgement of the Company, the job needs to be filled, the Companymay hire “from the street” to fill the job with the understanding that it is a“Temporary” job.  The person hired fromthe street to fill the “Temporary” job shall exercise his/her rights, if any,under Article 8 of the contract when such “Temporary” job ceases to exist.

 

6.                                       Whenit is determined the disabled employee will not or cannot return to work theopening will be posted in accordance to Article 6.

 

ARTICLE 6

JOB POSTING

 

Section1.               Jobopenings will be filled based on plantwide seniority and basic qualificationsregardless of shift.

 

(a)                                  Newjobs and vacancies in existing jobs to which no employee has recall rights willbe posted on the plant bulletin board for a period of three (3) workingdays.  A general description of each jobresponsibility will be shown on the posting.

 

(b)                                 Ifthe same job opening occurs within a period of thirty (30) days from the firstdate of an original job posting, no new posting will be required.  The new job opening will be filled from theoriginal bidding list.  If there are noremaining qualified bidders on the original list, the new job opening shall beposted immediately.  However, a newposting will be required at the end of the original thirty (30) day jobposting.

 

(c)                                  Duringthe posting period, eligible employees may bid on the posted jobs by completinga Bid Slip and submitting it to their Supervisor.  The Company will notify the Union in writing and state the reasonfor withdrawing the posting for any job.

 

(d)                                 Employeeswill be eligible to bid on higher, equal or lower paying job provided:

 

(1)                                  Theyhave completed the probationary period.

 

(2)                                  Thosewho have bid and been accepted on lower paying jobs under this procedure mustremain in the new department for a period of at least six (6) months beforebeing eligible to again bid on another job outside their department.  However, these employees may bid upward orlateral through all labor grades within their department at any time.

 

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(e)                                  Followingthe closing of the posting, bidders will be considered and interviewed by thePersonnel Department for each job opening in order of seniority; a ShopCommiteeperson shall be present.  Themost senior employee who has the basic qualifications to perform the requiredwork will be promoted to the job within a period of thirty (30) calendardays.  Unsuccessful bidders will benotified by the company in writing.  Acopy of the notice of disaward which will include the grounds for disaward willbe given to the Shop Chairperson. Bidders may withdraw their bids at any time before starting the new jobby signing a refusal slip provided by the Company, a copy of which will begiven to the Shop Chairperson.

 

(f)                                    Jobopenings in a “Training Program” will also be filled under this procedure.

 

(g)                                 Shouldan employee with basic qualifications grieve the Company’s selection in fillingthe vacancy, the employee must be shown the basic requirements of the job andhave the assistance of the Leadperson and/or Supervisor for a five (5) dayperiod in order to prove his/her ability to meet the basic qualifications.

 

(h)                                 Theshop chairperson or an appointee will be notified prior to all permanenttransfers and promotions within the Bargaining Unit.

 

ARTICLE 7

TEMPORARY TRANSFERS

 

Section 1.               The Union will be notified at thetime when temporary transfers become necessary.

 

Temporarywork assignments:

(a)                                  Employeesmay be temporarily transferred from one department to another for a period notto exceed six (6) days per month, and provided that during the transfer, thejob he/she left shall not be filled and he/she shall be returned to his/herpermanent job upon completion of temporary assignment or for longer periods oftime if agreed by the Union and the Company.

 

(b)                                 Employeesshall be transferred by seniority, lowest senior person first within thedepartment to a lower rated job.

 

(c)                                  Employeesshall be transferred by seniority, highest senior person first within thedepartment to a higher rated job.

 

(d)                                 Noemployee will be required to perform work in a higher labor grade on any basis(temporary or permanent) unless they are paid according to the prevailing rateof pay on said higher labor grade.  Noemployee will be forced or coerced into taking a promotion.

 

(e)                                  Noemployee will be required to perform work in a lower labor grade on a temporarybasis at the rate of pay in said lower labor grade.  That is, employees will be guaranteed their former (higher) rateof pay while working on a temporary transfer in a lower labor grade.

 

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(f)                                    Theshop Committeeperson in the area involved in a transfer will receive a copy ofa transfer notice.  This transfer noticewill state the department, job title and labor grade to which the employee isbeing transferred.  TheShopcommittee-person will be notified immediately by a written transfer noticein any of the following conditions:

 

A.            Any transfer lasting more than one day.

 

B.            Any change in labor grade at any time.

 

(g)                                 Employeesshall have the privilege of exchanging shifts temporarily by individualarrangement provided they notify their supervisor in advance and have thenecessary qualifications to perform the work. The change must be effected without additional cost or penalty to the Company.  If the period of such exchange of shifts isin excess of one (1) week, the Company and the Union must mutually agree tosuch arrangements.

 

Section 2.               An employee with one (1) year ofseniority or more shall be permitted to use this seniority to exercise shiftpreference in writing one week in advance to displace another employee withless seniority in the same job classification and department on anothershift.  The shift change option islimited to only one (1) time per year.

 

ARTICLE 8

LAYOFF RECALLS

 

Section1.

 

(a)                                  Alllayoffs, recalls, transfers and promotions within the Bargaining Unit shall bemade on the basis of plantwide seniority provided the employee has the basicqualifications to perform the required work.

 

(b)                                 Whenit becomes necessary to reduce the workforce it shall be done as follows bylaying off all probationary and part-time employees first.

 

(c)                                  TheCompany shall, in the event of layoff, provide notification to affectedemployees early enough to furnish at least three (3) working days notice to theShop Committee and employees affected by any layoff for any period of time, orpay such employees hourly base rates in lieu of said notice.  This requirement shall not apply tointerruption resulting from any condition beyond the Company’s controls.  All layoffs must commence on the lastworking day of the week (Friday).

 

(d)                                 Employeesin classifications affected by layoff will have an option to accept a lay-offslip stating lack-of-work or bump a junior service employee provided they havethe basic qualifications to perform the work. The initial notification mentioned in paragraph (c) will begin thebumping process and employees must make their bumping decision immediately.  Upon request by the employee, the bumpingdecision can be delayed, but not beyond two (2) hours and then is bound by thatchoice.

 

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(e)                                  Employeeswill have five (5) days in which to demonstrate their ability to perform a jobin case of layoff and recall.  Employeemust be shown basic requirements of job and have assistance of Leadpersonand/or Foreperson for a five (5) day period.

 

(f)                                    Thereshall be no upward bumping.

 

(g)                                 Inthe event of a layoff, the Shop Chairperson, the members of the Shop Committeeand Company employees who are Executive Officers of the Local Union shall beaccorded top seniority, but they must have the basic qualifications to performthe available work.

 

(h)                                 Recallsshall be in reverse order of layoff. The most senior employee with basic qualifications on the layoff listwill be recalled for available work. Employees recalled to fill a temporary job vacancy may refuse thisassignment without prejudicing their recall rights.

 

(i)                                     Employeesaffected by bumping procedure must return to their original job when suchopening occurs.

 

ARTICLE 9

LEAVE OFABSENCE-EMERGENCY TIME OFF

 

Section 1.               When the requirements of theCompany will permit, employees upon written request on account of illness ordeath in their immediate family or other reasonable cause approved by theCompany, will be granted a leave of absence without pay for a period of notmore than ninety (90) days, which shall be renewable if production requirementspermit.  Any such employees on leave whoengaged in other employment, or who fail to report for work on the expirationof their leave, will be considered as having quit.  All such leaves of absences shall be granted in writing by theCompany.

 

Section 2.               Employees granted a leave ofabsence must prepay all insurance premiums prior to their departure for saidleave.  This prepayment must also bemade in the event the leave is extended by mutual agreement.

 

Section 3.               Any employee who enters the ArmedForces shall be entitled to a leave of absence, accumulations of seniority andre-employment rights, in accordance with Federal and State Laws.  In addition, an employee who is a member ofthe Military Reserve or National Guard shall be granted leave for annualtraining or special tour not to exceed three (3) weeks per calendar year.  Such employee during this period shallreceive the difference in pay, if any, between their normal rate of pay andwages paid by the service branch.

 

Section 4.               Seniority will be accumulatedduring leaves of absences as described above.

 

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Section 5.               Employees may be grantedemergency time off of not more than fourteen (14) calendar days by contactingthe Company by telephone or telegram within three (3) working days giving thereasons for such request.  Such time offwill be granted for legitimate emergency reasons.  Extensions of emergency time off may be requested under theprovisions of Section 1 of the Article 9.

 

Section 6.               Employees will be grantedpregnancy leave of absence and such leaves will be treated as any other type ofmedical leave of absence.

 

ARTICLE 10

CALL TIME

 

Section 1.

 

(a)           Employees reporting for work on theirregular shift without notice from the Company that no work will be availablefor them, shall be offered other work for at least four (4) hours or shall bepaid the base rate of their regular job for four (4) hours if there is no otherwork for them.  If they refuse the workoffered, they shall forfeit the right to receive reporting pay.

 

(b)                                 Noticeto the employees by the company will be given not later that the end of theirregular shift.

 

(c)                                  ThisArticle shall not apply where the lack of work is due to conditions beyond thecontrol of the Company, or in the case of an employee who has been absent andhas not given the Company adequate notice of return to work.

 

ARTICLE 11

COMMITTEE PERSONS,GRIEVANCE AND

ARBITRATIONPROCEDURE

 

Section 1.               In addition to the ShopChairperson, the Union shall have a Committee-Person for each sixty (60)employees, except that there shall be a minimum of three (3) Committeepersonson the first shift, two (2) on the second shift and one (1) on the thirdshift.  The Union will provide theCompany with a current list of the Committeepersons and their departmentalresponsibilities.

 

Section 2.               Time necessarily spent during thenormal working hours (and during scheduled overtime) by the Shop Chairperson,Committeeperson, grievant and Union employees of the Company on negotiations,grievances or arbitration hearings will be paid for by the Company.  If in the opinion of the Company such timebecomes unreasonable, the Company will notify and confer with the Union.

 

(a)           TheCompany shall pay the Shop Chairperson for all time spent during the normalworking hours (and during scheduled overtime) on Union business including thehandling and investigations of grievances as set out in this Agreement, fortime spent on arbitration hearings and for negotiations.

 

15

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Section 3.               A grievance is a difference ofopinion between the Company and the Union or an employee involving theinterpretation of application of the terms of this Agreement.

 

Section 4.               Grievances shall be processed asfollows:

 

(a)                                  Thegrievance must be submitted within fifteen (15) working days after the employeeand the Union are aware of it.

 

(b)                                 TheShop Chairperson or Committeeperson and employee shall discuss the grievancewith the immediate Supervisor of the department in which the grievance hasoccurred.  If the immediate Supervisor’soral answer is not satisfactory, the grievance shall be submitted to Step 1.

 

(c)                                  Step1:  The grievance shall be reduced towriting and presented to the employee’s immediate Supervisor by the Unionwithin three (3) working days from the date of the oral answer.  The Supervisor shall write the answer on thegrievance form and return three (3) copies to the Union Committeeperson beforethe end of the third (3rd) working day after receipt of the grievance.  Failing a satisfactory settlement, the Unionwill have three (3) working days in which to appeal to the Supervisor forreferral to Step 2.

 

(d)                                 Step2.  The Union Shop Chairperson shallmeet with the Company representative designated to handle the second stepwithin three (3) days from the date of the appeal.  The Company will give its written answer within three (3) workingdays after the meeting.  Failing asatisfactory settlement, the Union will have three (3) working days in which toappeal to the Personnel Manager for referral to Step 3.

 

(e)                                  Step3:  The President of the Local Unionand/or the Business Agent and/or the International Representative, togetherwith the Union Shop Committee shall take up the grievance with the Committee ofManagement which shall include an executive of the Company.  This meeting will be scheduled within seven(7) working days after the date of the appeal.

 

The Company will havefive (5) working days following the date of the meeting in which to make awritten disposition of the grievance. Failing a satisfactory settlement, the Union will have fourteen (14)days in which to notify the Company in writing of its intent to arbitrate theissue.

 

(f)                                    Uponreceipt of the Union’s notice of their intention to arbitrate, a prearbitrationhearing shall be scheduled within thirty (30) working days.  After the pre-arbitration hearing, theCompany General Manager will have ten (10) working days to answer.  If the answer is not satisfactory, the Unionwill have thirty (30) days following that answer in which to appeal forarbitration.  If the Union does not appealwithin said time limit, the grievance shall be considered as beingsatisfactorily settled.

 

(g)                                 Allof the above stated time limits may be extended by mutual agreement.

 

16

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(h)                                 TheGrievant may be present upon request of either party at any of the stepsoutlined above.

 

(i)                                     Ifgrievances are appealed to arbitration, the parties will alternate between theAmerican Arbitration Association and the State Board of Mediation andArbitration.

 

(j)                                     Ifsubmitted to the Connecticut State Board of Mediation and Arbitration, theparties shall operate under the procedures set forth by said Board, whosedecision shall be final and binding upon the parties.

 

(k)                                  Ifsubmitted to the American Arbitration Association, the parties shall operateunder the procedure set forth by the American Arbitration Association, whosedecision shall be final and binding upon the parties.

 

(l)                                     TheArbitrator may interpret this agreement and apply it to the particular caseunder consideration but shall, however, have no authority to add to, subtractfrom or modify the terms of this agreement in any way.

 

(m)                               Thecost of Arbitration shall be shared equally by the Company and the Union.

 

(n)                                 Arbitrationcases involving time study, job evaluation and job standards shall be submittedonly to the American Arbitration Association.

 

(o)                                 TheCompany shall not be required to pay back pay for any period in excess ofthirty (30) working days prior to the time a written grievance is properlyfiled with the Company.

 

Section 5.               The local Union President and/ortwo (2) appointees, and/or a representative of the International UAWEngineering Department, shall be permitted to enter the plant for the purposeof investigating, advising or negotiating on grievances.  However, they shall first make known theirintent to the Company and shall receive permission for said visit.  This shall be restricted to entrance duringworking hours only.

 

ARTICLE 12

HEALTH AND SAFETY

 

Section 1.

 

(a)                                  TheCompany agrees it will provide proper safety devices and sanitary conditions inthe plant.  Failure to do so may be amatter of grievance.  Furthermore, theCompany agrees that it will pay the full cost of Company mandated safetyequipment.

 

(b)                                 Onceeach month starting in February, 1989, at a time to be scheduled by management,a safety tour between two (2) members of management and two (2) employeerepresentatives of the Union will make a plant safety tour.  At the end of the tour, unsafe practices andconditions found in the plant will be listed. Appropriate actions will be taken by management to correct unsafeconditions found. This committee will jointly plan to prevent accidents,investigate

 

17

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accidents, reviewaccident reports, and OSHA compliance. Regular meetings will be scheduled to facilitate the promotion of healthand safety in the plant.

 

(c)                                  TheCompany will issue and fill out accident forms on all injuries and give theShop Committeeperson a copy immediately.

 

Section 2.               The Company shall provide firstaid facilities and a qualified attendant to perform first aid duties.

 

Section 3.               Employees who are injured on thejob can be sent home and receive pay for the balance of their day only ifauthorized by written instruction from the Medical Department or the Companydoctor.  The Company will issue a formto be used in such cases, a copy of which will be given to the employee’sForeperson and to the Union.

 

Section 4.               Where possible, employeessustaining injuries at work, or affected by occupational diseases during thecourse of their employment, and who are physically handicapped as a resultthereof, shall be given other suitable employment as may be then available.

 

ARTICLE 13

LEADPERSON’S SCOPE

 

Section 1.               To relay general instructionsfrom Foreperson to operators with reference to product, operations, tools,equipment and duties.

 

Section 2.               All matters involving personnelproblems are to be handled by the Forepersons who have full supervisoryauthority over all employees in their departments, including Leadpersons.

 

Section 3.               Leadpersons shall not have theright to hire, fire, or recommend disciplinary action or recommend promotionsor demotions.

 

ARTICLE 14

BEREAVEMENT PAY

 

Section 1.               Employees (including probationary)shall be entitled to three (3) working days off with pay in the event of adeath within the “immediate family.”

 

Section 2.               Immediate family shall be limitedto spouse, child, mother, father, sister, brother, grandparent, mother orfather-in-law, brother or sister-in-law, daughter or son-in-law, legal guardianor stepchild.

 

18

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ARTICLE 15

JURY DUTY

 

Section 1.               Employees who have completedtheir probationary period, and who are called and report for Jury Duty on daysthey would have otherwise worked for the Company, shall be paid regular wagesfor thirty (30) days.  Should Jury Dutycontinue past 30 days, the employee shall be paid the difference between thepayment they receive for such service and the amount calculated by multiplyingeight (8) times their regular hourly rate for each day involved limited,however, to Monday through Friday.

 

Section 2.               In order to receive Jury Dutymake-up payment, the employees must give Management prior notice of said Dutyand furnish evidence that they actually performed such service, showing theamount of payment received accordingly. These provisions are not applicable to employees who, without beingcalled, volunteer for Jury Duty.

 

ARTCILE 16

NOTICE OFDISCHARGE

 

Section 1.               The Company agrees to giveimmediate written notice to the Shop Committeeperson and the employee involvedof all discharges and suspensions made within the unit, except in emergencies.

 

Section 2.               The Chairperson and/orCommitteeperson shall be present at time of employee discharge and suspensionexcept in emergencies.

 

Section 3.               If an employee is discharged orsuspended, he/she shall have the right to a hearing within twenty-four (24)hours after suspension or discharge. He/she shall be represented by the Shop Chairperson and Committeepersonand/or Business Agent and/or International Representative.

 

Section 4.               When employees are discharged orsuspended and file a complaint claiming that they were unjustly discharged orsuspended, the Shop Committeeperson may invoke the grievance procedure at thethird step within (5) days after the discharge or suspension.

 

Section 5.               If, upon appeal, any discharge orsuspension shall be found to be unfair or discriminatory, the employee will bereinstated with seniority rights unimpaired and will be given retroactive payfor all time lost due to the discharge or suspension, less the earnings he/shemay have received from gainful employment or unemployment insurance obtained inthe interim.

 

ARTICLE 17

UNION COOPERATION

 

The Union agrees that inexchange for a fair day’s pay for a fair day’s work, it must maintain a highlevel of productivity.  The Union andits members will cooperate in attaining such a level of productivity as is consistentwith the health and welfare of its members. The Union and its members will seek to assist in effectuating economiesand the utilization of improved methods and machinery.

 

19

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ARTICLE 18

MANAGEMENT

 

It is understood andagreed that with the exception of the specific provisions of this contract,nothing in this Agreement shall be considered to limit or restrict the Companyin the exercise of the customary functions of Management.

 

ARTICLE 19

NO STRIKES ORLOCKOUTS

 

Section 1.               The Union agrees that there shallbe no strikes during the term of this Agreement on any issues which may be thesubject of arbitration or on which the contract is silent.

 

Section 2.               The Company agrees that thereshall be no lockouts during the terms of this Agreement on any issues which maybe the subject of arbitration or on which the contract is silent.

 

ARTICLE 20

PAID SICK AND/OR

PERSONAL LEAVEALLOWANCE

 

Section 1.               Each employee, upon vacationeligibility date, shall be credited with six (6) days (48 hours) paid sick andor personal leave allowance in accordance with the following provisions:

 

(a)           Employee must have worked at least1000 hours in the prior twelve (12) month period.  The period for determining hours worked shall be fromAugust 1st of the prior year through July 31st of the current year.

 

(b)           In the event an employee worked lessthan 1000 hours in said period, paid sick and/or personal leave allowance willbe credited in the same proportion as the hours worked are to 1000.  New employees must have worked at least 1000hours in order to be eligible for paid sick and/or personal leaveallowance.  Employees terminated for anyreason shall receive a pro-rated sick or personal pay.

 

Section 2.               Any employee with credited sickand/or personal leave allowance, as provided in Section 1 above, may use suchallowance during the following twelve (12) month period for illness (when notreceiving accident and health insurance benefits), or personal reasons, butprovided that absence from work has been excused, is for not less than four (4)continuous hours and has at least four (4) hours paid sick and/or personalleave allowance credit remaining. Employees shall notify the Company when electing to take personal daysoff.

 

Section 3.               Paid sick and/or personal leaveallowance shall be computed on the basis of the employee’s regular rate of payas of the day of absence and shall be paid on the pay check for said period solong as application for same has been submitted on a timely basis.  Application for payment shall be madethrough the employee’s supervisor on forms so provided.

 

20

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Section 4.               Unused sick and/or personal leaveallowance, at the time of the employee’s next eligibility date, will be paid tothe employee in a lump sum calculated on the basis of the employee’s regularrate of pay at such time.

 

ARTICLE 21

NON-COVEREDEMPLOYEES

 

Section 1.               Persons excluded from theBargaining Unit shall not perform work of the type customarily performed byemployees of the Bargaining Unit, except in the following situations:

 

(a)           In emergencies when employees are notavailable.

 

(b)           In the bona fide instruction ortraining of employees.

 

(c)           Duties of an experimental nature orin the case of vendors or warrantees, tryouts.

 

Section 2.               When it is determined thatbargaining Unit work has been performed by a non-bargaining unit employee inviolation of Section 1, the employee in the appropriate job description withthe least amount of accumulated overtime hours will receive pay at theapplicable rate for the hours of work performed.

 

Section 3.               The Company shall notify theUnion Chairperson and/or the Committee person in the section affected prior tothe assignment of any persons excluded from the Bargaining Unit to any of thesituations listed in Section 1.

 

Section 4.               Any grievance involvinginterpretation of this Article may be submitted in writing directly to Step 3.

 

ARTICLE 22

GENERAL PROVISIONS

 

Section 1.               The Company shall notify theUnion of its supervisory representatives; the Union shall notify the Company ofits Committee members operating under the Contract.

 

Section 2.               Employees will be paid equal payfor equal work.

 

Section 3.               The Company and the Union agreethat they will not discriminate against any employee or applicant foremployment because of age, race, color, religious creed, sex, national origin,ancestry or physical disability, disabled veterans, and veterans of the Vietnamera.

 

Section 4.               Part time employees shall haveseniority only among other part-time employees, and shall share in monetarybenefits under the contract on a prorated basis only, with the exception ofgeneral wage rates which they shall share fully.

 

21

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Section 5.               Officers, Stewards and Committeepersons of the Union shall be permitted to leave work in connection withofficial Union business whenever authorized by the President or the BusinessAgent of the Amalgamated Local Union, and members elected or appointed toofficial Union conventions or conferences, or authorized by the Local Union toattend any official Union functions shall be permitted to leave work for suchpurposes provided permission shall be obtained in advance from the Company,which permission will not unreasonably be withheld and provided further thatthe Company shall not be liable for any pay during the period of absence.

 

Section 6.               Except as provided herein, it isunderstood between the parties that there shall be no duplication ofCompensation for the same hours for any reason.

 

Section 7.               The Company and the Union agreeto institute a mutually agreeable training or apprenticeship program.

 

Section 8.               The Company shall print anddistribute copies of this contract to all Bargaining Unit employees within onehundred twenty (120) days of the effective date of this Agreement.

 

Section 9.               The Company will offereducational assistance to any employee with three or more years of serviceunder the following conditions:

 

(a)                                  Coursesmust be job related and approved by Management prior to starting the program ofinstruction for which payment will be made.

 

(b)                                 Coursesmust be successfully passed prior to payment.

 

(c)                                  Therewill be a semester limitation of assistance not to exceed $200 per individual,effective February 1, 1992.

 

Section 10.             Bargaining unit work within theplant shall not be sub-contracted when the work is normally and usuallyperformed by bargaining unit employees with appropriate equipment and qualifiedemployees are available, except where circumstances demand or economics warrantit.  If such decision is based on cost,the Company will notify and discuss with the Union as soon as possible thereasons why it believes such action to be necessary, so the parties may explorealternatives to such transfer of work.

 

ARTICLE 23

INSURANCE PROGRAM

 

Section 1.               Health Maintenance Organization

#  

Each employee covered bythis Agreement shall have their hospital, medical, surgical, and relatedinsurance coverage under the Health Net Charter HMO with formulary.

 

Section 2.  The Company agrees to provide insurancecoverage as outlined in the Health Net plan description as provided to allemployees upon enrollment.  Details areexplained in the insurance contract.

 

22

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Section 3.               Employee Contributions

 

Effective 3/1/02 theemployee contribution will be $28.00 per week.

 

Effective 3/1/03 theemployee contribution will be $28.00 per week plus 50% of the premium increaseup to a maximum of $5.00 from the prior contribution.

 

Effective 3/1/04 theemployee contribution will be the existing contribution plus 50% of the premiumincrease up to a maximum of $5.00 from the prior contribution.

 

If during the lifeof the contract the projected cost of premium increases would result in anincrease of more than $5.00 above the previous year’s employee contribution,the Company and the Union will meet to develop an alternate plan which will notresult in an increase in Company cost. If the parties agree on a plan which results in a lesser premium costthe parties will share the savings.

 

If the parties do notagree on an alternate plan, the Company and the employee will share theincreased cost of the premium on a 50%/50% basis.

 

Premium Conversion

 

Current tax laws allow usto provide you with a tax-advantaged way to pay your share of Medicalpremiums.  You may elect to contributetoward the cost of your coverage on a pre-tax basis.  That means your premiums will be deducted from your paycheckbefore Social Security, federal, and state taxes are taken out.  This lowers your taxable income and, ineffect, lowers your share of the premiums.

 

Section 4.               Accident and Sickness weeklybenefits for employees with accidents or sickness will be paid as follows:

 

2/1/02 - $245 per week

2/1/03 - $250 perweek

2/1/04 - $255 per week

 

Section 5.               The Company shall pay $30per month per employee for dental insurance per the Local 376, UAW Dental Planeffective February 1, 1996.

 

Section 6.               Employees who retire early maycontinue their life and/or medical insurance at group rates until agesixty-five (65).  In order to receiveretiree life paid for by the company and $50/month towards retiree medicaland/or Medicare Part B Reimbursement paid for by the Company at age sixty-five(65), the employee must elect to carry the retiree life and/or medicalinsurance until age sixty-five (65).

 

Section 7.               Employees who retired afterFebruary 1, 1993 and before February 1, 1996 will be entitled to haveMedicare Part B paid for by the Company when they reach age sixty-five (65).  Employees entitled to receive Medicare Part Bpremiums should submit a statement to the Personnel Department every six (6)months to receive reimbursement.

 

23

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Employees who retire onor after 2/1/96 are entitled to $50 per month paid for by the Company towardboth medical and/or Medicare Part B reimbursement when they reach agesixty-five (65).

 

Section 8.               The Company will provide LifeInsurance Coverage and Accidental Death and Dismemberment Coverage in thefollowing amounts:

 

February 1, 2002 -$19,000

February 1, 2003 -$20,000

February 1, 2004 -$21,000

 

Section 9.               The Pension Plan Monthly Benefitshall be increased to $23.25 for employees who retire after February 1,2002.

 

Section 10.             **Survivor Income Benefit Insurance**- If you should die the Company shall pay a monthly benefit of $100 to yourspouse commencing on the first day of the calendar month following the date ofdeath and on the first day of each month thereafter until 24 such monthlypayments have been made. No survivor Income Benefit shall be subject in anymanner to assignment, pledge, attachment of encumbrance of any kind, norsubject to the debts or liability of any eligible survivor except as requiredby applicable law.

 

Section 11.             **Prescription Safety Glasses**

 

The followingprescription safety glass program is in effect for employees only:

 
| Expenses Covered  |
|-------------------|
|              |   |   |
| Every 12 months:  | Up to: |   |
|              |   |   |
| Lenses (per lens) |   |   |
|              |   |   |
| Single  Vision    | $ | 10.00 |   |
|              |   |   |
| Bifocal           | $ | 15.00 |   |
|              |   |   |
| Trifocal          | $ | 20.00 |   |
|              |   |   |
| Contact  Lens     | $ | 15.00 |   |
|              |   |   |
| Every  24 months: |   |   |
|              |   |   |
| Frames            | $ | 14.00 |   |
|                   |  |  |  |  |

 

Section 12.             **Provisions Applicable to Coverage if youcease active work because of certain specified reasons -**If you ceasework because of non-occupational disability, all your coverage except insurancefor Death or Dismemberment by Accidental means and Weekly Accident and Sicknessinsurance will be continued during absence due to such disability up to amaximum of 18 months from the end of the calendar month in which you lastworked. This provision runs concurrently with your COBRA Rights.

 

Section 13.             **Layoff or Leave of Absence** -Your insurancefor Death or Dismemberment by Accidental Means and your Weekly Accident andSickness Insurance will terminate on the date you cease active work, and allyour other coverage will be

 

24

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continued during such lay-off up to the end of the calendar month inwhich you cease work. If your lay-off continues beyond that period, you mayelect on or before the 15th day of the next calendar month tocontinue all of your insurance other than your insurance for Death orDismemberment by Accidental means and your Weekly Accident and Sicknessinsurance for not more than the next 18 months by paying the full cost of thecoverage thus continued for you. Failure to make such contribution on or beforethe 15th day of any month will terminate such insurance at the endof the last month for which payment has been made. If your are on lay-off, thisprovision will run concurrently with your COBRA rights under COBRA.

 

Section 14.             **What Happens to Your Insurance at Retirement**- All employees retiring under the Pension Plan, upon attaining their normalretirement date, will receive $4,000 of life insurance.

 

If an employee retires earlyunder the Pension Plan and pays the required contributions for the amount oflife insurance he is entitled to as a retiree, until attainment of age 65, theCompany will then continue this amount of life insurance at no cost to theemployee.

 

ARTICLE 24

PLANT CLOSUREAGREEMENT

 

An employee whoseemployment is terminated as a direct result of the plant being closed shallreceive:

 

(a)           Separation pay in an amount equal to$200 for each year of continuous service;

 

(b)           Any vacation benefits accrued but notyet paid, and

 

(c)                                  Thecontinuation of the hospital, medical, surgical, dental and life insurance ineffect at the time of their termination for four (4) months.

 

ARTICLE 25

TERMINATION DATE

 

This Agreement shallcommence February 1, 2002 and terminate midnight, January 31, 2005.

 

This Agreement shall bein full force and effect for a period of three (3) years from the date hereofand for additional periods of one (1) year thereafter except that should eitherparty hereto intend to terminate this Agreement or modify any portion of any ofthe terms hereof, it shall give written notice by certified mail to the otherparty not less than sixty (60) no more than seventy-five (75) days prior to itsexpiration date.

 

Should notice oftermination be given by either party as herein provided, this Contract shallterminate as of its expiration date.

 

Should either partyhereto give the other party such written notice requesting amendment ormodification of this Agreement, such notice shall be specific as to the amendmentsor modifications proposed.  Negotiationson such proposed amendments or modifications

 

25

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shall begin not laterthan twenty (20) days after the date of mailing of such notice.  During such negotiation, this Agreementshall remain in full force and effect except that should negotiations extendbeyond the termination date then either party, upon ten (10) days notice to theother in writing and by certified mail may terminate the Contract in whichevent this Agreement shall terminate on the tenth day after mailing of suchnotice.

 

Notice shall be inwriting and shall be sent by certified mail addressed, if to the Union, to theInternational Union, United Automobile, Aerospace and Agricultural ImplementWorkers or America, UAW, and Amalgamated Local 376, 30 Elmwood Court,Newington, Connecticut and if to the Company, to The Heim Bearings Division ofRoller Bearing Company, 60 Round Hill Road, Fairfield, Connecticut, 06430.

 

 

IN WITNESS WHEREOF, theparties hereto have caused their names to be subscribed by their dulyauthorized officers and representatives this

 

INTERNATIONAL UNION,

UNITED AUTOMOBILE,AEROSPACE

AND AGRICULTURALIMPLEMENT

WORKERS OF AMERICA, UAW

AND AMALGAMATED LOCAL 376

 

 
|                                                                               |   |
|------------------------------------------------------------------------------------|--------|
| Wendell Askew, Chairperson                                                         |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Antonio Pinto,  Committee person                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Marylou Lezinski,  Committee person                                                |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Russell See, President,  UAW 376                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Joseph Calvo,  International Rep. UAW  THE HEIM BEARINGS DIVISION OF  RBC BEARINGS |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Ronald Lemansky,  General Manager                                                  |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Pam Kaczer, Human  Resources Manager                                               |   |

 

26

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**MEMORANDUM OF UNDERSTANDING**

 

**RBC HEIM UAW BARGAINING AGREEMENTLANGUAGE**

 

**RE:         TEMPORARYEMPLOYEES**

 

The Company will have theability to have no more than four temporary employees for up to 10 days duringthe last two weeks of a production month or the first week of a followingproduction month to work on wrap and pack. Temporary employees will only be used on wrap and pack and will not beused on overtime unless all bargaining unit employees have been offered theovertime opportunity.  The temporarywrap and pack jobs will be first be offered to employees on the layoff list whohave expressed interest by signing up for the temporary assignment and will berecalled in accordance with their seniority rights.  Employees on layoff who are recalled to temporary positions willreceive pay rates as provided for in the contract wage scale.

 

In the event of extremecircumstances, when the need for additional temporary employees may arise, theCompany will notify and discuss with the Union to reach an agreement.

 

No employee hired as atemporary employee will be eligible for any medical, dental, disability, lifeinsurance or pension benefits.  Nor willthey be eligible for any holiday, sick or vacation pay benefits.

 

INTERNATIONAL UNION,

UNITED AUTOMOBILE,AEROSPACE

AND AGRICULTURALIMPLEMENT

WORKERS OF AMERICA, UAW

AND AMALGAMATED LOCAL 376

 

 
|                                                                               |   |
|------------------------------------------------------------------------------------|--------|
| Wendell Askew,  Chairperson                                                        |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Antonio Pinto, Committee  person                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Marylou Lezinski,  Committee person                                                |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Russell See, President,  UAW 376                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Joseph Calvo,  International Rep. UAW  THE HEIM BEARINGS DIVISION OF  RBC BEARINGS |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Ronald Lemansky,  General Manager                                                  |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Pam Kaczer, Human  Resources Manager                                               |   |

 

27

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**MEMORANDUM OF UNDERSTANDING**

 

The Company and the Unionwill establish a committee to review and evaluate work which has beensubcontracted from the Fairfield facility and consider attempting to bring backthe work if possible.  The committeewill consist of 3 representatives appointed by the Union and 2 to be appointedby the Company.  The Companyrepresentatives will be persons who have appropriate authority.

 

The committee will meeton or before March 31 for a period of three months.

 

The Company agrees tocomply with the language in Article 22, Section 10.

 

 

INTERNATIONAL UNION,

UNITED AUTOMOBILE,AEROSPACE

AND AGRICULTURALIMPLEMENT

WORKERS OF AMERICA, UAW

AND AMALGAMATED LOCAL 376

 

 
|                                                                               |   |
|------------------------------------------------------------------------------------|--------|
| Wendell Askew,  Chairperson                                                        |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Antonio Pinto,  Committee person                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Marylou Lezinski,  Committee person                                                |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Russell See, President,  UAW 376                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Joseph Calvo,  International Rep. UAW  THE HEIM BEARINGS DIVISION OF  RBC BEARINGS |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Ronald Lemansky,  General Manager                                                  |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Pam Kaczer, Human  Resources Manager                                               |   |

 

28

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**MEMORANDUM OF UNDERSTANDING**

 

**Direct Deposit**

 

Employees may have theirwages directly deposited to any participating financial institution byenrolling between March 1 through March 31 of a calendar year.

 

 

INTERNATIONAL UNION,

UNITED AUTOMOBILE,AEROSPACE

AND AGRICULTURALIMPLEMENT

WORKERS OF AMERICA, UAW

AND AMALGAMATED LOCAL 376

 

 
|                                  |   |
|---------------------------------------|--------|
| Wendell Askew, Chairperson            |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Antonio Pinto,  Committee person      |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Marylou Lezinski,  Committee person   |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Russell See, President,  UAW 376      |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Joseph Calvo,  International Rep. UAW |   |
| THE HEIM BEARINGS  DIVISION OF        |   |
| RBC BEARINGS                          |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Ronald Lemansky,  General Manager     |   |
|                                  |   |
|                                  |   |
|                                  |   |
| Pam Kaczer, Human  Resources Manager  |   |

 

29

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**MEMORANDUM OF UNDERSTANDING**

 

The Company inconjunction with the Union will investigate and determine if it is feasible tocreate a new smoking area.

 

 

INTERNATIONAL UNION,

UNITED AUTOMOBILE,AEROSPACE

AND AGRICULTURALIMPLEMENT

WORKERS OF AMERICA, UAW

AND AMALGAMATED LOCAL 376

 

 
|                                                                               |   |
|------------------------------------------------------------------------------------|--------|
| Wendell Askew,  Chairperson                                                        |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Antonio Pinto,  Committee person                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Marylou Lezinski,  Committee person                                                |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Russell See, President,  UAW 376                                                   |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Joseph Calvo,  International Rep. UAW  THE HEIM BEARINGS DIVISION OF  RBC BEARINGS |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Ronald Lemansky,  General Manager                                                  |   |
|                                                                               |   |
|                                                                               |   |
|                                                                               |   |
| Pam Kaczer, Human  Resources Manager                                               |   |

 

30

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**APPENDIX A**

 

**WAGE SCHEDULE 2002**

 

**(HIRED BEFORE 2/1/1996)**

 
| **February 4, 2002** |   |   |   |   |   | **August 5, 2002** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.90% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **10 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|--------------------------------------------|--------|
|            |   |          |   |              |   |                                       |   |
|            |   |          |   |              |   |                                       |   |
|            |   |          |   |              |   |                                       |   |

 

31

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**WAGE SCHEDULE 2002**

 

**(HIRED AFTER 2/1/1996)**

 
| **February 4, 2002** |   |   |   |   |   | **August 5, 2002** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.90% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **5 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|-------------------------------------------|--------|
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |

 

32

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**WAGE SCHEDULE 2003**

 

**(HIRED BEFORE 2/1/1996)**

 
| **February 3, 2003** |   |   |   |   |   | **August 4, 2003** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.75% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **5 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|-------------------------------------------|--------|
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |

 

33

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**WAGE SCHEDULE 2003**

 

**(HIRED BEFORE 2/1/1996)**

 

 
| **February 3, 2003** |   |   |   |   |   | **August 4, 2003** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.75% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **5 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|-------------------------------------------|--------|
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |

 

34

----

 

**WAGE SCHEDULE 2004**

 

**(HIRED BEFORE 2/1/1996)**

 
| **February 2, 2004** |   |   |   |   |   | **August 2, 2004** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.90% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **5 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|-------------------------------------------|--------|
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |

 

35

----

 

**WAGE SCHEDULE 2004**

 

**(HIRED BEFORE 2/1/1996)**

 
| **February 2, 2004** |   |   |   |   |   | **August 2, 2004** |   |
|---------------------------|--------|--------|--------|--------|--------|-------------------------|--------|
|                      |   |   |   |   |   |                    |   |
| 2.90% GENERAL  INCREASE   |   |   |   |   |   |                    |   |

 
| **LABOR GRADE** |   | **BASE HIRE** |   | **RATE  MAXIMUM** |   | **5 Cents  COLA  ADDED TO  HIRE*MAXIMUM** |   |
|-----------------|--------|---------------|--------|-------------------|--------|-------------------------------------------|--------|
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |
|            |   |          |   |              |   |                                      |   |

 

36

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STATEMENT OF EEOPOLICY

 

It is the policy of Heim Bearingsand the UAW to uphold and maintain a continuing nondiscriminatory “EqualEmployment Opportunity” policy.  Ourgoal shall be a realistic attempt to insure genuine equal opportunity, in everysense of its meaning, in every operational area.

 

“Equal EmploymentOpportunity” will be maintained for all present employees, as well asapplicants applying for positions with this company, through the followingCorporation policy:  “It is the policythrough a positive and continuing program, to provide equal opportunity inemployment for all qualified persons, to prohibit discrimination in employmentbecause of age, race, creed, color, sex, handicap, national origin, disabledveterans and veterans of the Vietnam era, and to promote the full realizationof equal employment opportunity.  Theprogram also extends to and encompasses the providing of equal opportunity inemployment for all qualified personnel without regard to politics or maritalstatus.

 

It is our intent toincorporate a strong EEO policy throughout virtually every personnel activityor function to assure full utilization of all available human resources and toreview these policies on a semi-annual basis.”

 

37

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EXHIBIT B

 

Summary PlanDescription

 

HEIM BEARINGS

 

Hourly PayrollRetirement Plan

 

A Defined Benefit Planfor Hourly Employees of Heim Bearings represented by the International Union,United Automobile Aerospace and Agricultural Implement Workers of America,U.A.W., and Amalgamated Local 376, U.A.W.

 

Amended EffectiveFebruary 1, 1992

 

38

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HEIM BEARINGS

 

HOURLY PAYROLLRETIREMENT PLAN

 

**Introduction**

 

This contract describesthe provisions of the Heim Bearings Hourly Payroll Retirement Income Plan, whichis a Defined Benefit Pension Plan, established on August 15, 1956, for theemployees of Heim on its hourly payroll. The Plan was established primarily to provide these employees with  retirement income in addition to theirSocial Security benefits.  The Planoffers retirement or total disability, and can provide benefits to theirsurviving spouses or other beneficiaries.

 

The retirement benefitsprovided under this Plan are funded through a Trust Agreement held with theFrank Russell Company, 909 A Street, Tacoma, WA 98402, (206) 572-2282.  The Paying Agent is and the payments aremade through State Street Bank, P.O. Box 1389, Boston, MA 02104.

 

This contract representsyour “Summary Plan Description” (SPD) and is only a summary of the legal textof the Plan.  In the event of anydiscrepancy between the language of this summary and the language of the legaltext, the language in the legal text shall govern.  You should read this summary carefully in order to develop athorough understanding of the basic concepts of your retirement plan.  If, after reading the summary you have anyquestions concerning your Plan, you should contact your Human Resource Office.

 

This booklet is preparedin a question and answer format; the questions answered here are the ones mostfrequently asked of our Human Resource Office.

 

###### ***Special Terms***

 

Certain terms usedthroughout this booklet have special meanings for the purpose of t hisPlan.  The second section of the legaltext of the Plan defines these terms in detail.

 

Generally, a term whichbegins with a capital letter in this booklet has a specialized meaning.  Some of the terms to watch for in thesummary are:

 

Actual Retirement Date –the date on which an employee actually retires from the Company.

 

Company – Heim Bearings.

 

Normal Retirement Date –the first day of the month in which the employee attains or would attain his 65thbirthday.

 

Board – The Joint Boardof Administration

 

**Important**

 

This summary describesthe Plan as amended effective February 1, 1992.  Employees who were terminated prior to that date may not beeligible for certain of the benefits or payment options described in thissummary.  Those former employees shouldcontact the Human Resource Office to see if their situation could allow them tobe covered by any of the Plan’s benefits.

 

This summary does notconstitute a contract of employment nor does it in any way influence incidenceof employment.

 

39

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| Details about:                                                   |   |
|------------------------------------------------------------------|--------|
| May be found on  page:                                           |   |
| Eligibility  to Participate  And effective date of participation | 4      |
| Amount  of Benefits                                              | 4      |
| Normal Retirement                                                | 5      |
| Early  Retirement                                                | 6      |
| Disability  Retirement                                           | 7      |
| Form  of Payments                                                | 8      |
| Benefits in the  Event of Death                                  | 11     |
| Vesting  and Credited Service                                    | 13     |
| Loss of  Benefits                                                | 15     |
| Claim  Procedure                                                 | 17     |
| Other Facts                                                      | 22     |
| Contributions  to the Plan                                       | 22     |
| Administration                                                   | 23     |
| Plan  Benefits Insured                                           | 23     |
| Names and Addresses                                              | 24     |
| ERISA                                                            | 24     |
| Table I Early Retirement Factors                                 | 27     |
| Table II 10 Year Certain  Factors                                | 28     |

 

HEIM HOURLY PAYROLL

# RETIREMENTINCOME PLAN

 

**Does this Plan apply to me?**

 

This Plan covers allemployees on Heim’s hourly payroll who are members of the Union.  If you were such an employee on or afterAugust 15, 1956, you are automatically a participant in this plan.

 

**Whendo I become eligible to receive retirement benefits?**

 

The Plan provides for thepayment of retirement benefits at age 65, your normal retirement date.  If a participant continues to work beyondage 65, he will continue to accrue pension credit for service.

 

You may also retire asearly as age 55, if you have at least 10 years of Vesting Service (described onpage 13.)  In addition, if you have atleast 10 years of Vesting Service and you become totally and permanentlydisabled, you will be entitled to receive a disability benefit.

 

**How muchcan I receive?**

 

## *At Normal Retirement*

## * *

This is the retirementbenefit normally provided to an employee who reaches age 65.  To figure out the amount of the normalretirement benefit you will receive, multiply your years and fractions of yearsof Credited Service (described on page 15) by $23.25*.  This amount is the monthly retirementbenefit you would receive as an unmarried employee retiring form activeemployment, or a married employee *if* your spouse elected not to receive theJoint and Survivor Benefit (see Joint and Survivor Benefit on page 8.)

 

Example:    Your Age = 65

Your CreditedService = 20 years

 

Effective 2/1/02 thebenefit was increased to $23.25

 

40

----

 

| Per Month  Benefit   | X      |         Credited  Service = Your Age 65 Monthly Lifetime Only Benefit |
|--------------------------------|--------|---------------------------------------------------------------------------------------------------------------|
|                           |   |                                                                                                          |   |   |   |   |
| $23.25                         | X      | 20 years =                                                                                                    | $465.00 |   |   |   |

 

If you are married onyour Normal Retirement Date, you will automatically receive the Joint andSurvivor Benefit unless your spouse waives their right to this benefit.

 

#### **Early RetirementBenefit**

#### ** **

If you have at least 10years of Vesting Service and you are at least 55 years old but not yet 65, youmay take early retirement by submitting a retirement application (obtained fromthe Human Resource Office) to the Company. Your early retirement date will be the first day of the month you selectto take early retirement.  To figureyour early retirement benefit, if you an unmarried employee, multiply youryears and fractions of years of Credited Service you will have as of your earlyretirement date by $23.25 and then reduce this figure by one-half percent(1/2%) for each month by which your early retirement date precedes your NormanRetirement Date.

 

Example:  Your Age = 62

   Your Credited Service

 
| **Per Month Benefit** |   | **Credited  Service** |     |
|-----------------------|--------|-----------------------|----------|
|                  |   |                  |     |
| $                     | 23.25  |                  | 20 Years |   |
|                       |        |                       |          |  |

 
| **Early Retirement  Factor  (from Table 1)** |   | **Your Age 62  Lifetime Only  Monthly Benefit__** |   |
|----------------------------------------------|--------|---------------------------------------------------|--------|
|                                         |   |                                              |   |
| 82                                           | %      | $                                                 | 381.30 |   |
|                                              |        |                                                   |        |  |

 

If you are married onyour early retirement date, your early retirement benefit will be computed inaccordance with the Joint and  SurvivorBenefit unless your spouse waives their right to receive this benefit.

 

If you do not wish tohave your early retirement benefits begin right away, you may specify the dateon which you may want the benefits to begin (up to your Normal RetirementDate); your early retirement benefits would then be increased by one-halfpercent (1/2%) for each month (six percent (6%) per year) that you deferreceipt of your benefits (See Table** **1).

 

## ***Disability Benefit***

## * *

If you have at least 10years of Vesting Service, are totally and permanently disabled, and the SocialSecurity Administration has approved your application for disability benefitsunder the Federal Social  Security Act,you will be entitled to receive a Disability Benefit.  Your Disability Benefit will be computed in the same was as ifyou were unmarried and about to retire — your years of Credited Service times$23.25.  You should note that the Jointand Survivor Benefits does not apply to Disability Benefits payable to youbefore you attain age 55.  In addition,you will not receive any additional Credited Service while Disability Benefitsare being paid.

 

You are considered to be“totally and permanently disabled” when you have demonstrated that you areunable to engage in any regular employment for the Company and the SocialSecurity Administration has issued a determination letter indicating that byreason of your disability you are entitled to receive disability benefits underthe Federal  Social Security Act.  Also you will not be considered totallydisabled if your disability is the result of chronic alcoholism, addiction tonarcotics, intentionally self-inflicted injury or the commission of any actwhich results in the conviction of a felony.

 

41

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Once you start receivingDisability Benefits you may be required to take a physical examination as oftenas twice a year to prove you are still permanently disabled.  If you fail to take the examination asrequested by the Company, your Disability Benefits will stop and will not beginagain until you do take the physical and reapply for benefits.  Disability Benefits will also be stopped ifit is found you have recovered or that you have taken another job for wage orprofit.  If your total disabilitycontinues until you reach age 65, your Disability Benefits will stop at thattime and you will begin receiving the Normal Retirement Benefit.

 

If your disability isovercome and your return to work at Heim, you will not lose any of yourprevious Credited Service.  Also, youstart adding additional Credited Service when you start working for the Companyagain.

 

#### **How are benefits paid?**

#### ** **

The Plan provides foryour choice of the following monthly payment forms:

 

Joint and SurvivorBenefits

Single Life Benefit

Joint Annuitant Benefit

Ten Year Certain and LifeOption

Post-Retirement Joint andSurvivor Benefit

 

The Joint and SurvivorBenefit is the usual form of benefit paid to a married participant upon hisretirement.  If you should die afterretirement, this form of retirement benefit provides a continuing benefit foryour spouse.

 

If you are married as ofthe date you retire (whether you retire on your Late Retirement Date, NormalRetirement Date, or take early retirement), you will automatically receive theJoint and Survivor Benefit unless your spouse waives their right to it.  The Joint and Survivor Benefit will be 85%of your monthly retirement benefit and your spouse would then be entitled to55% of that reduced amount.

 

*Example:   Age ofEmployee = 65*

## *Age of Spouse = 65*

## *Credited Service = 20 years*

## * *

| **Your  Lifetime  Only Benefit** |   | **Joint and Survivor  Benefit Factor** |   | **Your Age 65  Benefit** |   |
|----------------------------------|--------|----------------------------------------|--------|--------------------------|--------|
|                             |   |                                   |   |                     |   |
| $                                | 465.00 |                                   | X 85%  |                     | $      | 395.25 |   |
|                                  |        |                                        |        |                          |        |  |  |

 

You would receive $395.25per month from the pension plan for the rest of your life.  After your death, your spouse would receivefifty-five percent (55%) or  $217.39 permonth for the rest of his/her life.  Thereason for your benefit reduction is to cover the cost of providing for thecontinuing benefit to your spouse.

 

You may elect not toreceive this benefit.  If you wish tomake this election, you and your spouse must sign the Joint and survivor Benefitform which will be provided to you by the Personnel Office and this electionmay be made at any time after you become eligible to retire but before yourActual Retirement Date.  If you elect toreceive the Single Life Benefit as described below in place of the Joint andSurvivor Benefit, your normal retirement benefit will not be reduced.   However, upon your death, your retirementbenefits will cease and your surviving spouse would not be entitled to anybenefits from the Plan.  Prior to yourbecoming eligible for normal retirement, you will be contacted by the Companyand reminded about the Joint and Survivor Benefit and of your right to electnot to receive it.

 

42

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If you take no action,the Joint and survivor Benefit will automatically be paid to you.  If you are considering early retirement, theJoint and survivor Benefit information will be provided to you by the HumanResources Office upon your request.

 

*Single Life Benefit*

 

A.           Thisis the form of retirement benefit which will be payable to you if:

 

1.               Youare unmarried at your retirement, or

2.               Youhave elected not to receive the Joint and Survivor Benefit, or

3.               Youhave elected not to designate a Joint Annuitant under the Joint AnnuitantBenefit as described below, or 

4.               Youhave not elected the 10 Year Certain Option.

 

B.             TheSingle Life Benefit, as its name indicates, will be paid to you for yourlifetime and will be discontinued at the time of your death.

 

##### *Joint Annuitant Benefit*

 

This optional form ofretirement benefit provided for a continuing portion of your retirement benefitto be paid to another person or if you are married but do not wish to providethe Joint and Survivor Benefit to your spouse, you may designate any person toreceive a benefit upon your death after normal retirement.  Please note, however, that this option isonly available to you if you retire at or after  your Normal Retirement Date (age 65).  In addition, the Company must be notified and this option must beapplied for no later than two (2) years before you reach your Normal RetirementDate.  If this election is filed afterthe date indicated above, then satisfactory evidence of your good health mustbe furnished at the time you file for this option.

 

The Joint AnnuitantBenefit works in the same way as the Joint and Survivor Benefit.  You will receive a lower monthly benefitduring our retirement and upon your death, the person you name, who is calledyour “Designated Beneficiary”, will receive fifty five percent (55%) of yourreduced benefit for his or her lifetime upon your death.

 

If you decide to electthe Joint Annuitant Benefit, you cannot also provide a Joint and SurvivorBenefit for your spouse nor can you have the Single Life Benefit.  You may, however, elect to provide for the10 Year Certain Option, described below, and in addition to a Joint Annuitantor Joint and Survivor Benefit.

 

*10 Year Certain and LifeOption*

 

This optional form ofretirement benefit provides that you may take a reduced monthly benefit whichwould be paid to you for the rest of your life, with the further provision thatif you die before receiving 120 monthly retirement benefits, the balance of anyremaining monthly benefits would be paid to your Designated Beneficiary.  Thus, if you die 12 months after you retire,another 108 monthly benefit payments will be made on your account to your beneficiary.  Please note, however, this option is only available to you if youretire at or after your Normal Retirement Date.  In addition, the Company must be notified and this option must beapplied for no later than two (2) years before you reach your normal retirementdate.  If this election is filled afterthe date indicated above, then satisfactory evidence of your good health mustbe furnished at the time you file for this option.

 

##### **WhatHappens in the Event of My Death?**

 

Death Prior to Retirement

 

43

----

 

If you have completedfive (5) or more years of Vesting Service and you should die, your surviving spousewill receive a Pre-Retirement Joint and Survivor Benefit.  This benefit would be payable immediately ifyou are age 55 and have (10) years of credited service or, this benefit will bepayable at the time you would have attained age 55 if you had lived.  At the time of your death, your benefit willbe calculated as if you had decided to retire immediately before our death andwere to receive the Post-Retirement Joint and Survivor Benefit.

 

Example:  Age Employee = 64

Age Spouse      = 64

Your Credited Service =20 years

 
| **Your Benefit  (Lifetime Only)** |   |   |   | **Early  Retirement Factor** |                                  |
|-----------------------------------|--------|--------|--------|------------------------------|---------------------------------------|
|                              |   |   |   |                         |                                  |
| $                                 | 325.00 |   | X      |                         | 94%    =  $305.50 |   |
|                                   |        |        |        |                              |                                       |  |

 
| **Spouse Benefit  Factor** |   |   | ** ** | **Your Age  64  Benefit** | ** ** |
|----------------------------|--------|--------|------------|---------------------------|------------|
|                       |   |   |       |                      |       |
| 85                         | %      |   |       | $                         | 259.68     |   |
|                            |        |        |            |                           |            |  |

 

You would have received abenefit of $259.68 per month if you had retired on the day of your death.  Your spouse is entitled to fifty-fivepercent of that amount, or $142.82 per month after your death at age 64.

 

If, however, you have notmet the basic requirements of 5 years of Vesting Service, then upon your deathprior to retirement, no retirement benefits will be payable.

 

Death After Retirement

 

Your surviving spouse orbeneficiary’s right to receive retirement benefits upon your death afterretirement are as explained previously. Provided you are receiving the Joint and Survivor Benefit, this benefitwould automatically commence to be paid to your surviving spouse or yourDesignated beneficiary upon your death. In addition, should you have any benefits available under the 10 YearCertain and Life Option, these benefits would be paid to your surviving spouseor beneficiary.

 

**What Happens if I Become Divorced orMy Spouse Should Die?**

 

If you should becomedivorced prior to retirement, your ex-spouse would not be eligible for anybenefits under the Pre-Retirement Joint and Survivor Benefit.  If upon retirement you are married on yourActual Retirement Date and you were receiving the Post Retirement Joint andSurvivor Benefits, and subsequently you became divorced, your ex-spouse wouldstill be entitled to the Joint and Survivor Benefit upon your death.  If you divorce became final or if yourspouse were to die before your Actual Retirement Date, you would be treated asan unmarried retiree and you would receive the Single Life Benefit rather thanthe reduced Post-Retirement Joint and Survivor Benefit.

 

If you become marriedafter your Benefit Commencement Date, you will not be eligible for thePost-Retirement Joint and Survivor Benefit and no benefit will be payable toyour new spouse upon your death, unless your new spouse is your beneficiaryunder the 10 Year Certain and Life Option and benefits are still availableunder this form of payment.

 

44

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**What is the Difference between Vesting Service and CreditedService?**

 

Your employment servicewith the Company is used to measure your fulfillment or certain of the Plan’srequirements for eligibility for benefits and the amount of your benefits.

 

**Vesting Service**

 

Vesting Service is usedto determine your right to receive a retirement benefit.  A year of Vesting is any calendar year inwhich you have received credit for 1,000 or more Hours of Service.  An “Hour of Service” is any hour for which youwere paid by the company for the performance of duties, and also includes absencefrom work for any of the following reasons:

 

1.               Absencefrom work, up to a maximum of two (2) years, because of a work-related injuryor disease during which Workers’ compensation benefits are paid and duringwhich you would have been normally scheduled to work for the Company;

2.               Aperiod of layoff, up to a maximum of twelve (12) months, unless you fail toreturn to work upon recall;

3.               Anytemporary illness in which you receive compensation under a Company disabilityprogram, provided you have worked at least 170 hours in the year in which youbecame ill;

4.               Absencefor paid vacations or paid holidays not worked;

5.               Anyabsence so credited under rules adopted by the Board.

 

The Hours of Servicegranted under the above conditions are pro-rated at the rate of 8 hours perday, 40 hours per week, and 174 hours per month, assuming you normally wouldhave been scheduled to work during these absences.  If you have earned less than 1,000 Hours of Service in a calendaryear, Vesting Service is earned at the rate of 1/12th of a year forthe first 40 hours and 1/12th of a year for each 80 hours afterthat.  Only 1,000 hours are counted fora year of Vesting Service, even though you may work more than 1,000  hours in a particular year.

 

“Vesting” is a form ofownership or right to receive a retirement benefit.  You become vested in your retirement benefits after completing 5years of Vesting Service with the Company.

 

**Credited Service**

 

Credited Service is usedto determine the amount of retirement benefits you will receive.  A year of Credited Service is a calendaryear in which you are credited with 1,700 total compensated hours.  All hours of work at a premium rate will becomputed as straight-time hours.  Inaddition, you will also receive Credited Service for the following reasons:

 

1.               Absencefrom work because of vacations or because of a work-related injury or diseaseduring which Workers’ Compensation benefits are paid up to a maximum of two (2)years and during which you would have been normally scheduled to work for theCompany.

 

2.               Absencefrom work pursuant to an excused absence granted under the collectivebargaining agreement with the Union.

 

3.               Activeservice with the Armed Forces of the United States if you return to work within90 days of your discharge and if your re-employment rights are protected by anyFederal law then in effect which relates to military service and re-employment.

 

**Have There Been Any Changes inService?**

 

Yes.  As noted above, a new term called “VestingService” has been added to the Plan. Prior to January 1, 1976, if you were a participant in this Plan,you received 1/10th of a year of Vesting Service for each month ofCredited Service that you earned beginning with your most recent hire dateprior to January 1, 1976.  Serviceafter January 1, 1976 in which you complete 1,000 Hours

 

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of Service will beconsidered a full year of Vesting Service. Service awarded under these circumstances will be rounded to the nearest1/12th of a year.

 

**Can I Lose My Benefits if I am not Vested?**

 

Yes.  If you are not vested when you leave theCompany, you will not receive any benefits from the Plan.  Therefore, if you have less than 5 years ofVesting Service and you do not return to work with the Company, you would loseall of the service that you had earned up until the date of your termination. However, if you return to work with the Company within a certain timeperiod, your previous service can be counted.

 

Once you have 5 years ofVesting Service, terminate from the Company and subsequently return to work,all future service would be added to your previous service.  If does not matter how long you may have been away from the Company provided you had5 years of Vesting Service at the time of your termination.

 

**What Happens If I ReachMy Normal Retirement Date Before I have Completed Five Years of VestingService?**

 

Any participant whoreaches age 65 is automatically considered to be vested in whatever retirementbenefits he or she had accrued up to that point.  Therefore, if you had become employed by the Company afterattaining age 55 but prior to age 60 and worked until you reached age 65, youwould be eligible for a retirement benefit based on your years of CreditedService.  Employees hired after age 60are not eligible to join the plan.  Youwould not be eligible, however, to take early retirement as you would not havethe required minimum 5 years of Vesting Service.

 

If I Have Five Years ofVesting Service and I Quit or I Am Terminated, What Happens to My RetirementBenefits?

 

If you have become vested(5 years of Vesting Service) and then you are terminated or you quit, theCompany will hold your accrued benefit until your Normal Retirement Date.  If you had 10 years or more of Vesting Service,you may elect an early retirement benefit between the ages of 55 and 65, withreduced benefit payments beginning at any time prior to age 65 as elected byyou.  If you have a spouse at the timeyour benefits commence, the Post-Retirement Joint and Survivor Benefit will beautomatically paid unless you elect not to receive this form of benefitoption.  The Pre-Retirement Joint andSurvivor Benefit is not available to terminated employees.

 

**HowDo I Claim a Benefit?**

 

All benefit applications(“claims”) are made by completing the retirement application form which isavailable from your local Human Resources Department.  The Human Resources Department will provide you with any help youmay need in completing the form and explain all options that are available toyou.  Please be sure you have completedthe form accurately; if the wrong information is provided, this could cause adelay in processing your claim.

 

Your claim will bereviewed and either approved or denied within 90 days after the date ofsubmission.  In certain cases the Boardmay require more time to review your claim. If such is the case, you will receive a notice stating that more time isneeded and identifying the reasons why. The Board may require up to an additional 90 days to approve or deny aparticular claim.

 

It is the intent of theBoard and the Company to respond to all claims within the 90-day period.  If for some reason, however, you did notreceive a notice of approval or denial of your claim or a notice indicating thatmore time is needed, the law permits you to assume that your claim has beendenied and to proceed with a request for a review of the denial.  To save time, however, we

 

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suggest that before youdo request a review, you contact your Human Resources Department to see if yourclaim has actually been denied or it is being held up for some other reason.

 

**What If My Claim IsDenied?**

 

If your claim to abenefit is denied in whole or in part, you will receive a written notice informingyou of the denial.  The notice willstate the specific reasons for denial and will refer to specific Planprovisions which caused the denial.  Inaddition, the notice will state whether additional information is needed tocomplete this claim and if so, why that additional information isnecessary.  Finally, the notice willtell you what steps must be taken in order to request a review of the deniedclaim.  Generally, to request a reviewof the denied claim, you must submit a written request of the Board within 60days after receipt of the denial notice.

 

If a request for a reviewof a denied claim is not made within 60 days of the receipt of the denialnotice, you shall be deemed to have waived your right to a review.

 

The Board will re-examinethe denied claim, taking into consideration any additional information whichyou may provide in support of your claim. You will receive a response to your request for a review within 60 daysafter your request is received by the Board.

 

Again, if more time isneeded to review your claim, you will receive a notice stating that more timeis needed and identifying the reasons why such additional time is needed.  The Board may require up to an additional 60days to make a final decision on the review of a previously denied claim.

 

If, after the receipt ofthe decision of the Board you are still not satisfied with the decisionrendered, you should contact the Human Resources Department.

 

The Human ResourcesDepartment will conduct a review of the claim and may contact the Board, you,the Trustee or any other person or persons as necessary to obtain informationconcerning the claim.  The Committeewill inform you in writing of the final decision which has been reached within30 days following the receipt of the review of the appealed decision (unlessmore time is required), in which case you will be notified that extra time isrequired.

 

**May I See the ActualPlan?**

 

Yes.  If you need more detail and technicalinformation about this Plan, you may request an opportunity to examine thelegal papers used in maintaining and reporting the Plan.  These papers are called the PlanDocuments.  You may purchase copies ofthe documents if you wish.

 

**May I Change MyMind?**

 

If for some reason afteryou have made a benefit application you wish to revoke an election made underthe Plan, you may do so prior to your Actual Retirement Date.  For example, if you named your sister asyour beneficiary for the Joint Annuitant Benefit and your sister as yourbeneficiary for the Joint Annuitant Benefit and your sister dies, you can nameanother beneficiary as long as  you havenot begun to receive your payment.  YourActual Retirement Date is the cutoff date; no changes in any elections can bemade after that date except that you may change your beneficiary under the10-year Certain Option.  Thus, if theJoint and Survivor Benefit or the Joint Annuitant Benefit is in effect and yourbeneficiary or spouse dies before you do, you will continue to receive the reducedpayments even though your beneficiary or spouse can never receive any benefits.

 

**Are There Any Waiting Periods for MyElection?**

 

Yes.  If you make an election or change anelection for the Joint Annuitant Benefit or the 10-Year Certain, your electionmust be made in writing and filed with the Company no later than two years

 

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prior to your NormalRetirement Date.  If such an election ismade within two years of your Normal Retirement Date, you will be required tofurnish the Company satisfactory evidence of your good health.

 

***Other Facts YouShould Know***

 

**WhoPays for All This?**

 

The Company pays for theentire cost of this Plan.  The amount ofthe Company’s contribution to the Trust Fund is actuarially determined.

 

**Administrationof the Plan**

 

The Company has theoverall responsibility for the operations of the Plan.  These persons have the power to delegateauthority for certain parts of the Plan to other persons.

 

**PlanBenefits Are Insured**

 

Benefits under this Planare insured by a federally established corporation called the Pension BenefitGuaranty Corporation (PBGC) if the Plan terminates.  Generally, PBGC guarantees most vested normal retirementbenefits, early retirement benefits and certain disability and survivor’sbenefits.  However, PBGC does notguarantee all types of benefits and the amount of benefit protection is subjectto certain limitations.

 

The PBGC guaranteesvested benefits at the level in effect on the date of Plan termination.  However, if retirement benefits have been increasedwithin five years prior to the Plan termination, the whole of the Plan’s vestedbenefits or the benefit increases may not be guaranteed.  In addition, there is a ceiling on theamount of monthly benefit the PBGC guarantees which is adjusted periodically.

 

For more information onthe PBGC insurance protection and implementations, ask the Board or thePBGC.  Inquiries to the PBGC should beaddressed to the Office of Communications, PBC, 2020K Street, N.W., Washington,D.C. 20006.  The PBGC Office of Communicationsmay also be reached by calling 202-254-4817.

 

**Names and Addresses You Should Know**

 

The Plan Administratoris:  RBC Heim Bearings, 60 Round HillRoad, Fairfield, CT 06430, telephone (203) 255-1511.

 

The Trustee of the Planis:  Frank Russell Trust Company, 909 AStreet Tacoma WA 98402, (206) 572-2282.

 

The Paying Agent is:  State Street Bank, Retirement InvestmentServices, P.O. Box 1389, Boston, Massachusetts 02104-1389

 

The agent for services oflegal process is:  RBC CorporateOffices, 60 Round Hill Road, Fairfield, CT 06430, (203) 255-1511.

 

Legal process may also beserved on the board of the Trustee at the appropriate address, as indicatedabove.

 

The employeridentification number is 21-073351, which number identified the Company to the government.  The Plan number is 047 which identifies thePlan to Heim and to the government.  Anycorrespondence concerning the Plan should always include those two numbers.

 

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**YourRights Under ERISA**

 

The following statementis required by regulations released under the Employee Retirement IncomeSecurity Act of 1974 (ERISA).

 

As a participant in theHourly Payroll Retirement Income Plan, the Heim Bearings Hourly Pension Plan,you are entitled to certain rights and protections under ERISA.  ERISA provides that all Plan Participantsshall be entitled to:

 

Examine, without charge,at the office of the Plan Administrator, and at other specified locations, suchas local Personnel Offices, all Plan Documents, including trust agreementsinsurance contracts and copies of agreements, insurance contracts and copies ofall documents filed by the Plan with the U.S. Department of Labor, such asdetailed annual reports and plan descriptions;

 

Obtain copies of all PlanDocuments and other Plan information upon written request to the office of thePlan Administrator (the Plan Administrator may make a reasonable charge for thecopies);

 

Receive a summary of thePlan’s annual financial report.  ThePlan Administrator is required by law to furnish each participant with a copyof this Summary Annual Report (“SAR”), and;

 

Obtain a statementtelling you whether you have a right to receive a pension at normal retirementage(65) and if so what your benefits would be at that age if you were to stopworking under the Plan now.  If you donot have a right to a pension, the statement will tell you haw many more yearsyou  have to work to get a right to apension (become “vested”). This statement must be requested in writing and isnot required to be given more than once a year.  The Plan must provide the statement free of charge.

 

In addition to creatingrights for Plan Participants (ERISA) imposes duties upon the people who areresponsible for the operation of the employee benefit plans.  The people who operate your Plan, called“fiduciaries” of the Plan, have a duty to do so prudently and in the interestof your and other Plan Participants and beneficiaries.  No one, including your employer, or anyother person may fire you or otherwise discriminate against you in any way toprevent you from obtaining a pension benefit or for exercising your rightsunder ERISA.

 

If your claim for apension benefit is denied, in whole or in part, you must receive a writtenexplanation of the reason for the denial. You have the right to have the Plan Administrator review and reconsideryour claim.

 

Under ERISA, there aresteps you can take to enforce the above rights.  For instance, if you request materials from the Plan and you donot receive them within 30 days, you may file suit in federal court.  In such a case, the court may require thePlan Administrator to provide the materials and pay you up to $100 a day untilyou receive the materials, unless the materials you requested were not sent toyou because of reasons beyond the control of the Plan Administrator.  If you have a claim for benefits which isdenied in whole or in part, you may file suit in a state of federal court.  If is should happen that Plan Fiduciariesmisuses the Plan’s money, or if you are discriminated against for assertingyour rights, you may seek assistance from the U.S. Department of Labor, or youmay file suit in a federal court.  Thecourt will decide who should pay court costs and legal fees.  If you are successful, the court may orderthe person you have sued to pay these costs and fees.  If you lose, the court may order you to pay those costs andfees.  For example, if it finds yourclaim is frivolous.  If you have anyquestions about your Plan you should contact your local Human Resources Officeof the Office of the Plan Administrator. If you have any questions about this statement or about your rightsunder ERISA, you should contact the nearest Area Office of the U.S.Labor-Management Services Administration, Department of Labor.

 

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**Before You Go**

 

We urge you to again readthis Summary Plan Description which describes highlights of your retirementincome plan.  It is important for you toknow what to expect when you approach retirement age.  The time to understand your Plan is now, before you need it.

 

If, after reading thisbooklet you still do not understand the benefits you may receive from the Plan,contact your Human Resources Office for assistance.  The Human Resources Office can either answer your questions orhelp you find the information you need. You will be informed of any changes in the Plan  which could affect your benefits.  Subject to the provisions of the Plan, theCompany reserves the right to amend or terminate this Plan at any time.

 

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TABLEI

 

HEIM HOURLY PAYROLL

RETIREMENT PLAN

EARLY RETIREMENT FACTORS

(Applied to the AccruedBenefit at Date of Early Retirement)

 

| **Age at Early Retirement** |   | **Factor** |   |
|-----------------------------|--------|------------|--------|
|                        |   |       |   |
| 55                          |   | 40         |   |
| 56                          |   | 46         |   |
| 57                          |   | 52         |   |
| 58                          |   | 58         |   |
| 59                          |   | 64         |   |
| 60                          |   | 70         |   |
| 61                          |   | 76         |   |
| 62                          |   | 82         |   |
| 63                          |   | 88         |   |
| 64                          |   | 94         |   |
| 65                          |   | 100        |   |

 

The above factors wouldbe increased or decreased by one half percent (1/2%) per month depending on theage in months and years of the retiree.

 

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TABLEII

 

Factors to ConvertPension Payable Under Normal Form (Single Life Benefit) to a 10 Year Certainand Life Option.

 

| **Age** |   | **Male** |   | **Female** |   |
|---------|--------|----------|--------|------------|--------|
|    |   |     |   |       |   |
| 55      |   | .972     |   | .987       |   |
| 56      |   | .969     |   | .985       |   |
| 57      |   | .966     |   | .983       |   |
| 58      |   | .962     |   | .981       |   |
| 59      |   | .958     |   | .979       |   |
| 60      |   | .953     |   | .977       |   |
| 61      |   | .948     |   | .973       |   |
| 62      |   | .942     |   | .970       |   |
| 63      |   | .935     |   | .965       |   |
| 64      |   | .928     |   | .961       |   |
| 65      |   | .919     |   | .955       |   |
| 66      |   | .909     |   | .949       |   |
| 67      |   | .898     |   | .942       |   |
| 68      |   | .887     |   | .933       |   |
| 69      |   | .874     |   | .922       |   |
| 70      |   | .860     |   | .910       |   |

 

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