Document MJLO1w853Ray96jmKDExE2G4M

PAW A CORPORATION ' MPHTTES of executive committee MEETIWC . .. A meeting of the Executive Committee of the Board of Directors of Pans Corporation was held at 4100 Bennett Road, Toledo, Ohio, on Wednesday, July 16, 1969, at 10:00 o'clock a.m. ` .' ... Present: ' , . , . - ' . Messrs. ' ' ' - -, ' J. E.- Martin . .. J. R. Miller . . R. C. McPherson ` G. B. Mitchell . . .: ' ' ' ,/ . .` .' constituting the entire Committee. .- .' Mr. Martin presided as Chairman of the meeting and Mr. L. L. Podge acted as Secretary of the meeting. \ . / . . The Secretary stated that the Pension and Disability Plan of Victor ' Manufacturing and Gasket Company restated effective March 15, 1967 has been amended by Amendment Ho. 1, and that effective March 1, 1969 employees clas sified as Salaried Employees by the Company will be excluded from this Plan . 'and such employees shall be. covered by the Retirement Income Plan for Salaried Employees of Dana Corporation. . ' The Secretary further stated that the proportionate share of the Pension Fund-assets allocated to all employees, pensioners, retired employees and deferred vested employees, classified as salaried employees shall be trans ferred from the Pension Trust Fund established for this Plan with Continental Illinois National Bank and Trust Company of Chicago, Chicago, Illinois,.to a ' new Pension Trust to be established as part of the Pension Fund of the Retire ment Income Plan for Salaried Employee* of Dans Corporation. - The Secretary also stated that Amendment No. 1 to the Retirement Income Plan for Salaried Employees of Dana Corporation provided for the in clusion of the salaried employees referred to above. A copy, of the Amendments are'in the Pension Files of Dana Corporation. - On motion duly made and seconded, it vas unanimously .- RESOLVED, that the above referred to Amendment Mo. 1 to the. Pension and Disability Plan of Victor Manufacturing and Gasket ; Company as-restated and effective March 15, 1967, be hereby approved subject to a ruling by the Commissioner of Internal Revenue chat said Amendments will qualify for exemption from taxation under Section 401 of. the Internal Revenue Code, or any other applicable section of the . Federal Tax Lavs (as such sections are now in effect or are hereafter ' amended or adopted), and that the Corporation- Is entitled Co a deduc- tlon for contributions under Section 404 bf the Internal Revenue Code, . or any other applicable section of the Federal Tax Lavs (ss such sec tions are now in-effect or are hereafter amended or adopted); and be it further ., '. , . . RESOLVED, that the President or any.Tice President and the Secretary or the Treasurer or any Assistant Secretary or any Assistant Treasurer be, and they hereby are authorized, to establish'a new Trust . Agreement' with the Continental Illinois National Bank and Trust Company -"of Chicago, Chicago, Illinois, a National Banking Association, organ* lzed and existing tinder the. lavs of the State of Illinois, as part of the Pension Fund of the Retirement Income Plan for Salaried Employees. of Dana Corporation; and be it further ' - ' RESOLVED, that the aforesaid officers of this Corporatlon.be, and . they hereby are authorized and directed to take all such further action and to suke, execute and deliver all such further documents, as they . may deem necessary or desirable in order to carry out the Intent and purpose of-the foregoing resolutions. /'