A&B 1985 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
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Amended and Restated Effective January 1, 2005
ARTICLE I
ESTABLISHMENT AND PURPOSE
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1.01. Establishment of Plan. Alexander & Baldwin, Inc.
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established the A&B 1985 Supplemental Executive Retirement Plan (the "Plan")
effective January 1, 1986.
1.02. Purpose of Plan. It is the purpose of this Plan to
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enhance the Company's ability to hire and retain executives by providing a means
for the Company to provide executives selected as participants with retirement
benefits and health and welfare benefits equal to the benefits which they would
receive under the Alexander & Baldwin, Inc. Retirement Plan for Salaried
Employees and the Alexander & Baldwin, Inc. Retiree Health and Welfare Benefit
Plan, if certain changes had been made to those plans. This Plan is intended to
be a nonqualified supplemental retirement plan for a select group of highly
compensated management executives and is exempt from the participation, vesting,
funding and fiduciary requirements of Title I of the Employee Retirement Income
Security Act of 1974.
ARTICLE II
DEFINITIONS
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2.01. "Actuarial Equivalent" means a form of benefit differing
in time period, or manner of payment from a specified benefit provided in the
Plan, but having the same present value when determined in accordance with
generally accepted actuarial practice and the rules contained in Appendix B of
this Plan.
2.02. "Approved Early Retirement Date" means the first day of
any month after the Participant has attained age 55 and prior to his or her
Normal Retirement Date on which the Participant retires with the approval of the
Committee.
2.03. "A&B" and "Company" mean Alexander & Baldwin, Inc. and
its affiliates and their successors.
2.04. "A&B Retiree Plan" means the Alexander & Baldwin, Inc.
Retiree Health and Welfare Benefit Plan, as amended from time to time.
2.05. "A&B Retirement Plan" means the A&B Retirement Plan for
Salaried Employees, as amended from time to time.
2.06. "Beneficiary" means the person or persons designated by
the Participant as such in accordance with the provisions of Section 4.07 and to
whom the benefit, if any, provided for in Section 4.07 is payable.
2.07. "Benefit Commencement Age" means the greater of age 55
and the Participant's age at the date of determination.
2.08. "Board" means the Board of Directors of Alexander &
Baldwin, Inc.
2.09. "Change in Control" means a "Change in Control Event" as
defined in Internal Revenue Service Notice 2005-1 or any successor guidance
issued by the Internal Revenue Service. If a Change in Control shall take place
with respect to any company, a Change in Control shall be deemed to have taken
place with respect to any subsidiary of such company.
2.10. "Committee" means the Compensation Committee of the
Board.
2.11. "Early Retirement Factor" means the reduction defined in
Section 4.02(e).
2.12. "Eligible Position" means any employee position that is
highly compensated or that is one of a select group of management employee
positions. Exceptions to the eligibility requirements of this section may be
made by the Chief Executive Officer of Alexander & Baldwin, Inc., with the
approval of the Committee.
2.13. "Health Care Contributions" means the contributions paid
by the Company, under Article IV of the A&B Retiree Plan, towards the cost of
premiums for health care insurance coverage.
2.14. "Immediate Change in Control Benefit" means the benefit
described in subsection 4.06(a).
2.15. "Involuntary Termination Benefit" means the benefit
described in Section 4.03.
2.16. "Normal Retirement Benefit" means the benefit described
in Section 4.01.
2.17. "Normal Retirement Date" means the first day of the
month coincident with or next following the date the Participant attains age 65.
2.18. "Other Benefits" means the sum of:
(1) The benefit payable under the A&B Retirement
Plan;
(2) The benefit payable under the defined
benefit provisions of the A&B Excess Benefits Plan; and
(3) Any benefit which the Participant is eligible
to receive or has received from the qualified defined benefit pension plan of
another employer excluding benefits attributable to the Participant's own
contributions.
2.19. "Participant" means an executive in an Eligible Position
selected by the Committee pursuant to Section 3.01.
2.20. "Participation Termination Benefit" means the benefit
described in Section 4.04.
2.21. "Plan" means the plan set forth in this document, as
amended from time to time.
2.22. "Plan Termination Benefit" means the benefit described
in Section 4.05.
2.23. "Preretirement Death Benefit" means the benefit
described in Section 4.07.
2.24. "Prorated Retirement Income" means Retirement Income, as
defined in Section 2.25 multiplied by a fraction, the numerator of which shall
be 300 minus the number of months between the date of determination and the
Participant's Normal Retirement Date, and the denominator of which shall be 300.
2.25. "Retirement Income" means the amount determined in (a)
below paid in accordance with the provisions of (b) or (c), whichever is
applicable below:
(a) The amount of Retirement Income shall equal the
amount to which the Participant would be entitled as a single life annuity at
his or her Normal Retirement Date under the A&B Retirement Plan determined (i)
without regard to limitations imposed by the Internal Revenue Code, (ii) as if
the Participant had 25 years of credited benefit service, (iii) as if "Monthly
Compensation" as defined in Section 1.20 of the A&B Retirement Plan included in
the year earned the deferred portion of base salary and each bonus awarded under
the Company's One-Year Performance Improvement Incentive Plan and (iv) with
respect to Participants listed in Appendix A to this Plan, as if the benefit
formula in effect on December 31, 1988 under the A&B Retirement Plan for
Salaried Employees had continued in effect (provided such benefit formula
produces a higher benefit than the formula subsequently in effect).
(b) In the case of a Participant who is not married
at the time a lump sum payment described in Article IV is paid, Retirement
Income shall be deemed payable for the life of the Participant.
(c) In the case of a Participant who is married at
the time a lump sum payment described in Article IV is paid, 100% of Retirement
Income shall be deemed payable for the life of the Participant and 50% of
Retirement Income shall be deemed payable to his or her Surviving Spouse for
life following the death of the Participant.
2.26. "Surviving Spouse" means the spouse of a Participant who
survives the Participant and to whom the Participant was married on the
Participant's retirement date or (if earlier) date of death.
2.27. "Vested Change in Control Benefit" means the benefit
described in subsection 4.06(b).
2.28. "Years of Service" means the number of years and
fractions of years which qualify as Years of Credited Vesting Service as that
term is defined in the A&B Retirement Plan.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
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3.01. Participation. A Participant is an employee who holds an
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Eligible Position or who is being hired or promoted into an Eligible Position,
and who is selected by the Chief Executive Officer of Alexander & Baldwin, Inc.,
with the approval of the Committee, to be a Participant. An employee selected by
the Chief Executive Officer of Alexander & Baldwin, Inc., with the approval of
the Committee, shall become a Participant as of the date specified by the
Committee and shall remain a Participant until the date upon which the
Participant's employment in an Eligible Position terminates for any reason.
ARTICLE IV
BENEFITS
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4.00. Payment of Benefits. All benefits provided by Sections
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4.01 to 4.07 shall be paid in the form of a lump sum payment which is the
greater of the amounts determined under paragraph (1) and paragraph (2) below:
(1) An amount which is the Actuarial Equivalent
of the benefit otherwise defined by such Sections.
(2) An amount which is the before-tax equivalent
of the lower of two quotations obtained by the Company from insurance companies
for the cost of a lifetime annuity that provides after-tax monthly benefits
equivalent to those that a Participant would receive under the Plan if the Plan
allowed monthly payments of the benefits hereunder.
A Participant shall be entitled to whichever of
the benefits provided by Sections 4.01 to 4.06 provides the greatest benefit,
and under no circumstances shall a Participant be entitled to benefits provided
by more than one such Section.
4.01. Normal Retirement.
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(a) Eligibility. A Participant who separates from
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service (i) after completing three years of participation in the Plan and (ii)
on or after his or her Normal Retirement Date shall be entitled to a Normal
Retirement Benefit as described in (b) below.
(b) Amount of Benefit. A Participant's Normal Retirement
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Benefit shall equal his or her Retirement Income, reduced by the Participant's
Other Benefits in accordance with rules contained in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
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Normal Retirement Benefit shall be deemed to commence as of the Participant's
retirement date.
(d) Lump Sum Payment Date. The lump sum payment of
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the Normal Retirement Benefit shall be paid as soon as practicable after the
Participant's retirement date; provided, however, that in the case of a
Participant who is a "key employee" (as defined in section 416(i) of the
Internal Revenue Code without regard to paragraph (5) thereof), the
Participant's Normal Retirement Benefit shall be paid no earlier than six months
following the Participant's retirement date.
4.02. Approved Early Retirement
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(a) Eligibility. A Participant who separates from
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active service (i) after completing at least three years of participation in the
Plan and (ii) on his or her Approved Early Retirement Date shall be entitled to
an Approved Early Retirement Benefit as described in (b) below.
(b) Benefit. A Participant's Approved Early Retirement
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Benefit shall equal his or her Prorated Retirement Income as of the
Participant's Approved Early Retirement Date reduced by (i) the Early Retirement
Factor applicable at the Participant's age at his or her Approved Early
Retirement Date and (ii) further reduced by Other Benefits as provided in
Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
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Approved Early Retirement Benefit shall be deemed to commence as of the
Participant's Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of
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the Approved Early Retirement Benefit shall be paid as soon as practicable after
the Participant's Approved Early Retirement Date; provided, however, that in the
case of a Participant who is a "key employee" (as defined in section 416(i) of
the Internal Revenue Code without regard to paragraph (5) thereof), the
Participant's Approved Early Retirement Benefit shall be paid no earlier than
six months following the Participant's Approved Early Retirement Date.
(e) Early Retirement Factor. The "Early Retirement
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Factor" shall be a reduction of .25% for each of the first 24 months between the
date of determination and the first day of the month coincident with or next
following the Participant's 62nd birthday, and an additional reduction of .50%
for each such month in excess of 24 months between such dates.
4.03. Involuntary Termination of Employment.
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(a) Eligibility. A Participant who separates from
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service due to involuntary termination of employment after completing at least
three years of participation in the Plan shall be entitled to a Involuntary
Termination Benefit.
(b) Benefit. A Participant's Involuntary Termination
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Benefit shall equal his or her Prorated Retirement Income determined as of the
date of the Participant's involuntary termination reduced by (i) the Early
Retirement Factor applicable at the Participant's age determined as of monthly
benefit commencement date determined under the provisions of subsection
(c) below and (ii) further reduced by Other Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
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Involuntary Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Committee. In such latter case, it shall be deemed to commence as of the
Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of
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the Involuntary Termination Benefit shall be paid as soon as practicable after
the involuntary termination of the Participant's employment; provided, however,
that in the case of a Participant who is a "key employee" (as defined in section
416(i) of the Internal Revenue Code without regard to paragraph (5) thereof),
the Participant's Involuntary Termination Benefit shall be paid no earlier than
six months following the Participant's termination date.
4.04. Termination of Participation.
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(a) Eligibility. A Participant, with at least three
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years of participation, whose position ceases to qualify as an Eligible Position
shall be entitled to a Participation Termination Benefit described in (b) below.
(b) Benefit. A Participant's Participation Termination
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Benefit shall equal his or her Prorated Retirement Income determined as of the
date his or her participation terminates reduced by (i) the Early Retirement
Factor applicable at the Participant's age determined as of the monthly benefit
commencement date determined under the provisions of subsection (c) below and
(ii) further reduced by Other Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
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Participation Termination Benefit shall be deemed to commence as of his or her
Normal Retirement Date unless an Approved Early Retirement Date is approved by
the Committee. In such latter case, it shall be deemed to commence as of the
Approved Early Retirement Date.
(d) Lump Sum Payment Date. The lump sum payment of
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the Participation Termination Benefit shall be paid as soon as practicable
after the Participant subsequently separates from service; provided, however,
that in the case of a Participant who is a "key employee" (as defined in
section 416(i) of the Internal Revenue Code without regard to paragraph (5)
thereof), the Participant's Participation Termination Benefit shall be paid no
earlier than six months following the Participant's separation from service.
4.05. Termination of the Plan.
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(a) Eligibility. A Participant of the Plan at the
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time it is terminated shall be entitled to a Plan Termination Benefit.
(b) Benefit. A Participant's Plan Termination Benefit
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shall equal his or her Prorated Retirement Income determined as of the date the
Plan is terminated reduced by (i) the Early Retirement Factor applicable at the
Participant's age determined as of the monthly benefit commencement date
determined under the provisions of subsection (c) below and (ii) further
reduced by Other Benefits as provided in Appendix C.
(c) Monthly Benefit Commencement Date. A Participant's
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Plan Termination Benefit shall be deemed to commence as of his or her Benefit
Commencement Age determined as of the date the Participant subsequently
terminates employment or retires.
(d) Lump Sum Payment Date. The lump sum payment of
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the Plan Termination Benefit shall be paid as soon as practicable after the
Participant separates from service; provided, however, that in the case of a
Participant who is a "key employee" (as defined in section 416(i) of the
Internal Revenue Code without regard to paragraph (5) thereof), the
Participant's Plan Termination Benefit shall be paid no earlier than six months
following the Participant's separation from service.
4.06. Change in Control. Upon the occurrence of a Change in
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Control, as defined in Section 2.09, with respect to a company employing a
Participant, the provisions of subsection (a) below shall apply unless the terms
of such Change in Control provide, as a prerequisite to the consummation of the
Change in Control, that the employer responsibilities under this Plan are to be
assumed by the successor organization. In the latter case, the provisions of
subsection (b) below shall apply:
(a) Immediate Change in Control Benefit.
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(1) Eligibility. The Plan shall immediately
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and automatically terminate with respect to such company and each Participant
employed by such company shall be entitled to an Immediate Change in Control
Benefit as described in (2) below.
(2) Benefit. A Participant's Immediate
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Change in Control Benefit shall equal his or her Prorated Retirement Income
determined as of the Change in Control date, reduced by (i) the Early Retirement
Factor applicable at the Participant's age determined as of the monthly benefit
commencement date determined under the provisions of paragraph (3) below, and
(ii) further reduced by Other Benefits as provided in Appendix C.
(3) Monthly Benefit Commencement Date. A
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Participant's Immediate Change in Control Benefit shall be deemed to commence
as of his or her Benefit Commencement Age determined as of the Change in Control
Date.
(4) Lump Sum Payment Date. The lump sum payment of
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the Immediate Change in Control Benefit shall be immediately due and shall be
paid within thirty days of such Plan termination.
(b) Vested Change in Control Benefit.
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(1) Eligibility. Each Participant employed
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by such company as of the Change in Control date shall be entitled to a Vested
Change in Control Benefit as described in (2) below.
(2) Benefit. A Participant's Vested Change in
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Control Benefit shall equal his or her Prorated Retirement Income determined as
of the Change in Control date, reduced by (i) the Early Retirement Factor
applicable at the Participant's age determined as of the monthly benefit
commencement date determined under the provisions of paragraph (3) below, and
(ii) further reduced by Other Benefits as provided in Appendix C.
(3) Monthly Benefit Commencement Date. A
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Participant's Vested Change in Control Benefit shall be deemed to commence as
of his or her Benefit Commencement Age determined as of the date the Participant
subsequently terminates employment or retires.
(4) Lump Sum Payment Date. The lump sum payment of
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the Vested Change in Control Benefit shall be paid as soon as practicable after
the Participant terminates employment or retires.
4.07. Preretirement Death Benefit.
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(a) Eligibility. In the event that a Participant dies
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prior to retirement, or prior to termination of employment, such Participant's
Beneficiary shall be entitled to a Preretirement Death Benefit determined as
provided in this Section in lieu of any other benefit provided by this Plan.
(b) Benefit. The Preretirement Death Benefit provided
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by this Section shall equal the lump sum payment, if any, to which the
Participant would have been eligible under this Plan if he/she had retired, or
terminated employment, immediately prior to his/her death, determined without
regard to (i) any requirement for Committee approval of an Approved Early
Retirement Date, or (ii) any requirement for 3 years of participation. The
Preretirement Death Benefit shall be determined by assuming the Participant
did not elect any optional form of payment under the A&B Retirement Plan.
(c) Beneficiary Designation. Each Participant shall,
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at the time he/she becomes a Participant, designate one or more persons as
his/her Beneficiary for purposes of this Section. The designation shall be made
in the form prescribed by the Company and shall become effective when filed with
the Company. A Participant may from time to time change his/her Beneficiary by
filing a new designation form with the Company. Should the Participant die
without having any effectively-designated surviving Beneficiary, then the
Beneficiary shall be the spouse of the Participant, if then living. If there is
no surviving spouse, then the Beneficiary shall be the Participant's children
then living. If there are no living children, then the Beneficiary shall be the
estate of the Participant.
(d) Lump Sum Payment Date. The lump sum payment of
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the Beneficiary's Preretirement Death Benefit shall be paid as soon as
practicable after the death of the Participant.
4.08. Retiree Health and Welfare Benefits. For purposes of the
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A&B Retiree Plan:
(a) Normal Retirement Date. A Participant who is
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entitled to a Normal Retirement Benefit shall be deemed to have the greater of
(i) his or her actual Completed Years of Service, and (ii) twenty-five (25)
Completed Years of Service.
(b) Early Retirement Date. A Participant or former
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Participant who is entitled to one of the benefits described in paragraph
(1) below shall be deemed to have the rights described in paragraph (2) below.
(1) The benefits described by this paragraph are:
(A) an Approved Early Retirement Benefit,
(B) a Participation Termination Benefit if such
termination occurs at of after the Participant attained age 55,
(C) a Plan Termination Benefit if such
termination occurs at or after the Participant attained age 55,
(D) a Vested Change in Control Benefit or a
prior Immediate Change in Control Benefit if such Change in Control occurred at
or after the Participant attained age 55.
(2) A Participant who is subject to the provisions
of this paragraph shall automatically become a Participant under the A&B Retiree
Plan, without regard to the age and service requirements in Article III of the
A&B Retiree Plan. For purposes of determining such Participant's Health Care
Contributions under the A&B Retiree Plan, the number of Completed Years of
Service of such Participant shall be deemed to be equal to 25 years multiplied
by the fraction used to determine such Participant's or former Participant's
Prorated Retirement Income, provided however, that on or after such
Participant's Normal Retirement Date he or she shall be deemed to have
twenty-five (25) Completed Years of Service.
ARTICLE V
SOURCE OF PAYMENTS
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5.01. Source of Payments. All benefits payable under this Plan
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shall be paid in cash from the general funds of the Company, and no trust
account, escrow, fiduciary relationship or other security arrangement shall be
established to assure payment, other than, at the option of the Company, an
escrow account the amounts in which remain subject to the claims of the
Company's general creditors in the event of insolvency or bankruptcy. No
Participant or Participant's Surviving Spouse shall have any right, title or
interest whatsoever in any investments which the Company may make to aid the
Company in meeting its obligations hereunder. Nothing contained in this Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship, between the Company and
any Participant, any Surviving Spouse, or any other person. To the extent that
any person acquires a right to receive benefits from the Company under this
Plan, such right shall be no greater than, nor different from the right of an
unsecured general creditor of the Company.
ARTICLE VI
FORFEITABILITY
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6.01. Forfeitability of Benefits. Notwithstanding any other
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provision of this Plan, no payment of unpaid benefits shall be made, and all
rights under the Plan of the Participant, Surviving Spouse, the Participant's
executors or administrators, or any other person, to receive benefits under this
Plan shall be forfeited if the Participant's employment with the Company is
terminated voluntarily or for Cause. For the purpose of this Plan, termination
for Cause shall mean termination upon (a) the willful and continued failure by a
Participant to substantially perform his or her duties with the Company (other
than any such failure resulting from a Participant's incapacity due to physical
or mental illness) or (b) the willful engaging by the Participant in conduct
which is demonstrably and materially injurious to the Company, monetarily or
otherwise. For purposes of this paragraph, no act, or failure to act, shall be
considered "willful" unless done, or omitted to be done, not in good faith and
without reasonable belief that the action or omission was in the best interest
of the Company.
ARTICLE VII
AMENDMENT AND TERMINATION
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7.01. Amendment and Termination. The Committee reserves the
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right to amend, modify, partially terminate, or completely terminate the Plan.
However, no amendment, modification or termination shall reduce retroactively
the benefits of any Participant or any Surviving Spouse under the Plan.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
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8.01. Benefits Not Assignable. No Participant or Surviving
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Spouse, or any other person having or claiming to have any interest of any kind
or character in or under this Plan or in any payment therefrom shall have the
right to sell, assign, transfer, convey, hypothecate, anticipate, pledge or
otherwise dispose of such interest; and to the extent permitted by law, such
interest shall not be subject to any liabilities or obligations of the
Participant or to any bankruptcy proceedings, creditor claims, attachment,
garnishments, execution, levy or other legal process against such Participant or
his or her property.
8.02. Controlling Law. This Plan shall be construed,
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administered, and governed in all respects in accordance with the laws of the
State of Hawaii.
8.03. Not an Employment Contract. The adoption and maintenance
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of this Plan shall not be deemed to confer on any Participant any right to
continue in the employ of A&B, and shall not be deemed to interfere with the
right of A&B to discharge any person with or without cause or treat any person
without regard to the effect that such treatment might have on the person as a
Participant.
8.04. Severability. If any provision of this Plan is held
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invalid or unenforceable by a court of competent jurisdiction, all remaining
provisions shall continue to be fully effective.
8.05. Binding Agreement. This Plan shall be binding upon and
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inure to the benefit of the Company, its successors and assigns, and the
Participants and their heirs, executors, administrators and legal
representatives.
8.06. Administration of the Plan. The Plan shall be
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administered by the Committee, under the authority of the Board. Subject to the
express provisions of the Plan, the Committee shall have complete authority to
interpret the Plan, to prescribe, amend and rescind regulations relating to its
administration, and to make all other determinations that are necessary in the
course of its administration. All decisions made by the Committee with respect
to the administration of the Plan shall be final and binding on all persons
having an interest in the Plan. The Committee may from time to time delegate any
right, power or duty concerning the operation or administration of the Plan to
one or more committees, individuals or entities.
8.07. Adoption by Subsidiaries. Any subsidiary of Alexander &
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Baldwin, Inc. that has adopted the A&B Retirement Plan may adopt this Plan for
the benefit of its employees when one of its employees has been selected as a
Participant by the Committee. Such adoption shall be authorized by a resolution
of the Board of Directors of such subsidiary. In the event of such adoption of
the Plan by a subsidiary of Alexander & Baldwin, Inc. the Committee shall serve
as agent of the subsidiary in administering the Plan. All power to amend,
modify, or terminate the Plan shall continue as the unfettered prerogative of
the Committee.
IN WITNESS WHEREOF, Alexander & Baldwin, Inc. has caused this Restatement to be
executed on its behalf by its duly authorized officers, effective as of January
1, 2005.
ALEXANDER & BALDWIN, INC.
By /s/ Nelson N. S. Chun
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Its Senior Vice President
By /s/ Alyson J. Nakamura
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Its Secretary
APPENDIX A
Participants Referred to in
Section 2.25
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1. R. F. Cameron
2. R. J. Donohue
3. F. L. Fleischmann
4. G. Y. Nakamatsu
5. R. H. Rothman
APPENDIX B
Rules For Determining Actuarial Equivalent
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When the terms of this Plan require the determination of a lump sum payment
which is the Actuarial Equivalent of any other benefit provided by this Plan,
the following rules shall apply to the calculation of such lump sum payment:
1. The mortality table used shall be the mortality table then in use by
the A&B Retirement Plan for the purpose of determining lump sum
payments to participants of such plan who are entitled to such
payments.
2. The discount rate shall be the after-tax equivalent of the discount
rate then in use by the A&B Retirement Plan for the purpose of
determining lump sum payments to participants of such plan who are
entitled to such payments. The after-tax equivalent rate shall be
determined by multiplying discount rate in use by the A&B Retirement
Plan by the excess of 100% over the tax effected marginal tax rate
declared by the Committee.
3. The Committee shall declare the tax effected marginal tax rate at the
beginning of each calendar year.
4. The tax effected marginal tax rate shall apply to lump sum payments
made at any time during such calendar year and may not be changed
during the year.
5. The value of the benefit to a Surviving Spouse which is included in a
Participant's Retirement Income shall be included in the calculation of
the lump sum payment to which the Participant is entitled. Unless
stated otherwise, the benefit to the Surviving Spouse shall be deemed
to apply only if the death of the Participant occurs on or after the
date the Retirement Income is deemed to commence under the terms of the
provision giving rise to the Participant's right to a lump sum payment.
6. If the terms of the Plan provide for a benefit such that if it were
paid as a monthly benefit it could have commenced at more that one
future date, then for purposes of calculating the lump sum that is the
Actuarial Equivalent of such benefit, it shall be deemed that the
benefit would have commenced at the earliest possible date.
7. The early retirement reduction factors, if any, used to calculate the
lump sum which is the Actuarial Equivalent of the benefit provided by
the provisions of Section 4.06 as a result of a Change of Control,
shall be the factors applicable to Participants of the A&B Retirement
Plan who terminate employment after attaining eligibility for early
retirement regardless of the Participant's age as of the Change of
Control date.
APPENDIX C
Rules for the Offset of Benefits Described in Article IV
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1. Any increase in Other Benefits which occur after termination of
employment or retirement shall not be taken into account.
2. In the case of a Participant who is not married at the time benefits
are deemed to commence under this Plan, Other Benefits shall be
determined as though such payments were made in the form of a straight
life annuity.
3. In the case of a Participant who is married at the time a lump sum
benefit is payable under this Plan, Other Benefits shall be determined
as though such payments were made in the form of joint and 50% survivor
form of payment with his or her spouse designated as the contingent
annuitant.
4. It shall be assumed that Other Benefit payments (whether or not in
payment status) commence under such other plans of the same date
benefits commence under this Plan. In all cases, the provisions of the
A&B Retirement Plan shall be used to determine the adjustment made to
the Other Benefits for commencement prior to a Participant' Normal
Retirement Date or to determine the equivalent joint and 50% survivor
amount.