WYETH SAVINGS PLAN
Third Restatement
(As of January 1, 1997)
As Amended to March 19, 2003
SECTION 1
INTRODUCTION
This Plan shall be known as the "Wyeth Savings Plan" (the "Plan"). The Plan
became effective as of April 1, 1985. In adopting this Plan, it was the purpose
of Wyeth and other participating Employers to encourage Employees to save by
providing a program of matching contributions by the Employer equal to fifty
percent (50%) of salary deferral and after tax contributions of up to 6% of
covered compensation. The Plan has been designed to provide benefits for
eligible Employees upon their retirement, or termination of service and for
their beneficiaries in the event of their death. The Plan is amended and
restated effective January 1, 1997, unless otherwise noted herein, to comply
with the Uruguay Round Agreements Act of 1994 ("GATT"); the Uniform Services
Employment and Reemployment Rights Act of 1994 ("USERRA"); the Small Business
Job Protection Act of 1996 ("SBJPA"); the Taxpayers Relief Act of 1997 ("TRA
97"); the Internal Revenue Service Restructuring and Reform Act of 1998 ("RRA
98"); and the Community Renewal Tax Relief Act of 2000 ("CRA") (collectively
know as "GUST").
Benefits for any Participant, or Beneficiary of such Participant, who retired,
died or terminated employment at any time prior to January 1, 1997 will be
determined under the provisions of the Plan as in effect on the date of the
Participant's retirement, death, or termination, unless additional benefits are
specifically provided by a subsequent amendment to the Plan. The restated Plan
contained herein will apply to Participants, or Beneficiaries of such
Participants, who retire, die or terminate employment at any time on or after
January 1, 1997.
Effective March 11, 2002, the Company changed its corporate name from American
Home Products Corporation to Wyeth and the name of the Plan was changed
accordingly.
SECTION 2
DEFINITIONS
The terms used herein shall have the following meanings unless a different
meaning is clearly required by the context:
2.01 "Account" means the bookkeeping account of a Participant kept pursuant
to Section 5 which consists of subaccounts, including the Salary Deferral
Account, the Rollover Account, the Matching Account, and the QVEC Account and
the After Tax Contribution Account.
2.02 "Adjustment Factor" means the cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code for
years beginning after December 31, 1987, as applied to such items and in such
manner as the Secretary shall provide.
2.03 "Affiliate" means any corporation which is a member of a controlled
group of corporations (as defined in Section 414(b) of the Code) which includes
the Company; any trade or business (whether or not incorporated) which is under
common control (as defined in Section 414(c) of the Code) with the Company; any
organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Section 414(m) of the Code) which includes the
Company; and any other entity required to be aggregated with the Company
pursuant to regulations under Section 414(o) of the Code.
2.04 "After Tax Contribution Account" means the separate subaccount of the
Participant's Account credited with After Tax Contributions pursuant to Section
4.1(b).
2.05 "After Tax Contributions" means contributions to the Plan made by a
Participant during the Plan Year pursuant to Section 4.1(b).
2.06 " Code" means the Internal Revenue Code of 1986, as amended from time
to time.
2.07 "Committee" means the Savings Plan Committee of the Company or its
designee which is provided for in accordance with Section 12 of the Plan.
2.08 "Company" means Wyeth, a Delaware corporation. Prior to March 11,
2002, the term Company meant "American Home Products Corporation". For
historical purposes, the term "American Home Products Corporation" has been
retained where applicable.
2.09 "Covered Compensation" means a Participant's regular salary or wages
for services rendered to the Employer, including overtime, sales bonuses, and
commissions, the amount of elective deferrals made pursuant to Section 125 of
the Code and the amount of Salary Deferral Contributions made by an Employer on
behalf of a Participant to the Plan. Covered Compensation does not include other
deferred compensation, amounts realized from the exercise of a nonqualified
stock option or premature distribution of an incentive stock option or the lapse
of restrictions applicable to restricted stock or other property, amounts
realized from the sale, exchange or other disposition of stock acquired under a
qualified stock option or incentive stock option, premiums for group term life
insurance, other amounts which receive special tax treatment or any benefits
derived from the Company's Performance Incentive Award Program or other bonus or
award programs. Beginning with the Plan Year commencing on January 1, 1989, for
purposes of the Plan, the annual Covered Compensation of any Participant shall
not exceed $200,000 multiplied by any cost of living factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code. For purposes of this
Section, for Plan Years on or after January 1, 2001, for Covered Compensation
paid or made available during such Plan Year shall include elective amounts that
are not includible in the gross income of the Employee by reason of Section
132(f)(4) of the Code.
Effective for Plan years beginning on and after January 1, 2002, Covered
Compensation shall be limited as provided under Section 401(a)(17) of the Code
as amended from time to time. For purposes of this Section, for Plan years
beginning on and after January 1, 2001, Covered Compensation paid or made
available during such Plan Year shall not include elective amounts that are not
includible in the gross income of the Employee by reason of Section 132(f)(4) of
the Code.
2.10 "Continuous Service" means the aggregate of the period of elapsed time
between the commencement of an Employee's employment by the Employer and his or
her Severance From Service, provided that Continuous Service shall include the
period following a Severance From Service if an Employee is reemployed by the
Employer within 12 months after such Severance From Service. If the Employee's
Severance From Service occurs while the Employee is otherwise absent from
employment, the period following such Severance From Service shall be counted as
Continuous Service only if the Employee is reemployed by the Employer within 12
months following the commencement of such other absence from employment.
However, in the case of determining the eligibility of a part-time or
seasonal Employee to participate in the Plan, Continuous Service shall be
computed as follows:
(i) The "initial eligibility computation period" shall consist of the
12-consecutive month period beginning on the first day for which the
part-time or seasonal Employee is credited with One Hour of Service
(the "Employment Commencement Date.") If such part-time or seasonal
Employee is credited with 1,000 or more Hours of Service during such
initial 12-month period, he or she shall be credited with one year of
Continuous Service.
(ii) Thereafter, Continuous Service shall be computed on the basis of each
Plan Year during which the part-time or seasonal Employee is credited
with 1,000 or more Hours of Service during such Plan Year. The first
Plan Year shall begin with the Plan Year which includes the first
anniversary of the part-time or seasonal Employee's Employment
Commencement Date. The computation period used for measuring
eligibility after the `initial eligibility computation period' will be
used to measure breaks in service for eligibility to participate in
the plan.
2.11 "Employee" means (i) any person employed by the Employer and shall
include a person other than a non-resident alien as to the United States who is
not a Participant in the Plan, who is then currently employed by the Company or
a Subsidiary and who is then not currently entitled to receive any retirement
benefits or disability benefits for total and permanent disability under any
plan, program, contract, or arrangement of the Company or any subsidiary, or
deemed totally and permanently disabled under the Plan, and (ii) Leased
Employees within the meaning of Section 414(n)(2) of the Code. The term
"Employee" shall not include any individual who performs services for the
Employer and is classified or designated by the Employer as a fee for service
worker or independent contractor even if such individual is later reclassified
as a common law employee of the Employer by a government entity, a court of
competent jurisdiction, arbitrator or other third party for any purpose. The
term Employee shall also exclude Leased Employees.
2.12 "Employer" means the Company and any Affiliate which is a domestic
corporation not operating primarily in Puerto Rico.
2.13 "Entry Date" means (1) for part-time Employees, the first day of any
calendar month following 12 months of Continuous Service and attainment of age
21 provided the Employee has submitted a completed enrollment form to the Plan
Administrator, and (2) for full-time Employees, the first day of any calendar
month provided the Employee has submitted a completed enrollment form to the
Plan Administrator.
2.14 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
2.15 "Former Participant" means any person who terminates employment with
the Company and was at one time a Participant and who has not yet received a
complete distribution of his or her Account from the Plan.
2.16 "Fund" means the investment funds available to Participants under the
Plan as selected by the Savings Plan Committee and as listed on Schedule A,
which is attached hereto and incorporated herein by reference.
2.17 "Highly Compensated Employee" (a) Effective for Plan Years starting
after December 31, 1996, the term "Highly Compensated Employee" includes highly
compensated active Employees and highly compensated former Employees. A highly
compensated active Employee means any Employee who: (1) was a Five-Percent Owner
(as defined in section 416(i)(1) of the Code) at any time during the Look-Back
Year or the Determination Year and applying the constructive ownership rules of
Section 318 of the Code; or (2) for the Look-Back Year, received Compensation
from the Employer or Affiliates in excess of $80,000 (as adjusted by the
Secretary of the Treasury pursuant to Section 415(d) of the Code). For purposes
of this Subparagraph (a), the Employer has not made the Top-Paid Group election.
In determining whether an Employee is a Highly Compensated Employee for years
beginning in 1997, the above definition shall be treated as having been in
effect for years beginning in 1996. A former Employee shall be treated as a
Highly Compensated Employee if: (i) such Employee was a Highly Compensated
Employee when such Employee separated from service, or (ii) such Employee was a
Highly Compensated Employee for any Plan Year after attaining age 55. If the
former Employee's separation from service occurred prior to January 1, 1987, he
or she is a Highly Compensated Employee only if he or she satisfied clause (a)
of this Section or received Compensation in excess of $50,000 during: (1) the
year of his or her separation from service (or the prior year); or (2) any year
ending after his or her 54th birthday. (b) For the purposes of this Section, the
following definitions shall apply: "Compensation" means compensation within the
meaning of Section 415(c)(3) of the Code. This determination will be made
without regard to Sections 125, 402(e)(3) or 402(h)(1)(B) of the Code.
"Determination Year" means the Plan Year with respect to which the determination
of an individual's status as a "Highly Compensated Employee" (or Non-Highly
Compensated Employee) is being made. "Look-Back Year" means the period of twelve
(12) consecutive months immediately preceding the Determination Year or, if the
Employer elects, the calendar year ending with or within the Determination Year.
"Top-Paid Group" means that group of Employees of the Employer and its
Affiliates who, when ranked on the basis of compensation paid during the
Determination Year or Look-Back Year are among the twenty percent (20%) of
Employees receiving the greatest amount of such compensation. Employees
described in Section 414(q)(5) of the Code and the regulations promulgated
thereunder shall be excluded.
2.18 "Hour of Service" with respect to any Plan Year or eligibility
computation period, shall include the following:
(1) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Employer. Such hours shall be
credited to that Plan Year or eligibility computation period in which
such duties were performed.
(2) Each hour for which back pay, irrespective of mitigation of damages,
is awarded or agreed to by the Employer, exclusive of hours previously
credited under subparagraph (1), immediately above. Such hours shall
be credited to that Plan Year or eligibility computation period to
which such award or agreement pertains, and shall be computed and
credited in the manner prescribed in subparagraph (3) immediately
below.
(3) Each hour for which an Employee is paid, or entitled to payment,
directly or indirectly (through an insurer, trust fund or otherwise)
by the Employer for a period of time during which no duties are
performed (irrespective of whether he or she has ceased to be an
Employee) on account of vacation, holiday, illness, incapacity,
disability, layoff, jury duty or leave of absence, subject to the
following:
Notwithstanding the foregoing, (a) no more than 501 hours shall be credited
for any such single continuous period, (b) no such hours shall be credited if
such payment is made under a plan maintained solely for the purpose of complying
with the applicable workmen's compensation, unemployment compensation and
disability compensation laws, and (c) no such hours shall be credited for any
payment which solely reimburses an Employee for medical or medically related
expenses incurred by the Employee.
The rules set forth in paragraphs (b) and (c) of the Department of Labor
Regulation Section 2530.200b-2 are hereby incorporated by reference.
(4) Solely for purposes of determining whether a One Year Period of
Severance has occurred, each hour (not in excess of 501 hours) for
which the Employee is absent from work and during which no duties are
performed due to the pregnancy of the Employee, the birth of a child
of the Employee, the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or the
caring for such child for the period immediately following birth or
placement. Any such hour shall be credited to the Plan Year or
eligibility computation period in which such absence begins if, as of
the date the absence begins, the Employee has completed less than 501
hours of service; in any other case, such hours shall be credited to
the next Plan Year or eligibility computation period.
2.19 "Matching Account" means that separate subaccount of the Participant's
Account credited with Matching Contributions under Section 4.5.
2.20 "Matching Contributions" means the contribution by the Employer to the
Matching Account pursuant to Section 4.5.
2.21 "Non-Highly Compensated Employee" means an Employee who is not a
Highly Compensated Employee.
2.22 "Normal Retirement Date" means the first day of the calendar month
following the Participant's 65th birthday.
2.23 "Participant" means an Employee who pursuant to the terms of Section 3
is eligible to participate under the Plan and who elects to so participate.
2.24 " Plan" means the Wyeth Savings Plan.
2.25 " Plan Year" means the calendar year.
2.26 "Revaluation Date" means the date on which the Accounts under the Plan
are valued pursuant to Section 5.3.
2.27 "Rollover Account" means the separate subaccount of a Participant's
Account which is credited with Rollover Contributions pursuant to Section 4.11.
2.28 "Rollover Contribution" means (1) an Eligible Rollover Distribution
within the meaning of Section 402(c)(4) of the Code; (2) a contribution by a
Participant of a distribution received from the qualified plan of another
employer provided the Participant makes the contribution within 60 days of his
or her receipt of a distribution which satisfied the requirements of Section
402(c)(1) of the Code; or (3) a direct transfer of the Participant's interest
from the trustee of a qualified plan maintained by another employer. Before
accepting a Rollover Contribution, the Committee or its delegate may require the
Participant to furnish satisfactory evidence that the proposed transfer is in
fact a Rollover Contribution which the Code permits a Participant to make to a
qualified plan. All Rollover Contributions shall be fully vested at all times.
In addition, such Rollover Contributions must satisfy the requirements of
Section 4.11.
2.29 "Salary Deferral Account" means the separate subaccount of a
Participant's Account which is credited with Salary Deferral Contributions
pursuant to Section 4.1(a).
2.30 "Salary Deferral Contribution" means the contribution paid by the
Employer to the Trust, at the election of the Participant, in lieu of cash
Compensation, which is credited to the Salary Deferral Account.
2.31 "Severance From Service" means the earliest of the following dates:
(i) resignation, (ii) discharge, (iii) death or (iv) retirement. A Severance
From Service shall also occur if an Employee remains continually absent from
work (for any reason other than resignation, discharge, retirement or death) on
the first anniversary of the first day of absence (except in the case of
military leave).
2.32 "Trust" means the Trust established under Section 13 of the Plan which
Trust shall form a part of the Plan.
2.33 "Trustee" means the Trustee designated in accordance with the
provisions of the Trust.
2.34 "Trust Fund" means the assets of the Trust which shall include
investments of the Participants' Accounts.
2.35 "Wyeth Common Stock" means the common stock of Wyeth.
SECTION 3
PARTICIPATION
3.1 General.1 General. Each Employee who is employed in the United States
by the Employer who is not a member of a recognized collective bargaining unit
(unless there is a collective bargaining agreement making the Plan applicable to
members of such unit) and Employees outside of the United States (except
Employees of a division or subsidiary of the Company operating primarily in
Puerto Rico) who are covered by the Wyeth Retirement Plan - United States shall
be eligible to participate in the Plan when he or she has met the following
conditions. Full time Employees of the Employer who have attained age 21 (i.e.,
Employees scheduled to work with the Employer at least 1,000 hours in a 12-month
period) will be eligible to participate in the Plan as of their date of hire if
they meet the other requirements of this Section 3.1, and part time and seasonal
Employees who have attained age 21 (i.e., Employees scheduled to work with the
Employer less than 1,000 hours in a 12-month period) will be eligible to
participate in the Plan after they work 1,000 hours or more in a 12-month period
with the Employer if they meet the other requirements of this Section 3.1. The
Employee must submit an election to include a salary deferral agreement and/or
authorization for After Tax Contribution, investment selection form, and a
beneficiary designation form. Such written election shall be filed no later than
15 days prior to the Entry Date unless otherwise determined by the Committee.
3.2 Termination of Participation.2 Termination of Participation. A
Participant shall cease to be a Participant upon his or her Severance From
Service and having received a distribution of his or her entire Accounts under
the Plan.
3.3 Reemployment.3 Reemployment. A Former Participant who is reemployed by
the Employer shall be eligible again to participate in the Plan as of the next
Entry Date following his or her date of reemployment provided that he or she has
filed an election with the Committee described in Section 3.1. A former Employee
who was not a Participant and is reemployed shall be eligible to participate
when he or she meets the requirements of Section 3.1.
3.4 Collective Bargaining Agreements, Etc..4 Collective Bargaining
Agreements, Etc. If a Participant becomes covered by a collective bargaining
agreement or is otherwise transferred to a position with the Employer which
makes him or her ineligible to participate in the Plan, his or her participation
in the Plan shall cease but he or she shall not be considered to have terminated
employment. If such Employee subsequently ceases to be covered by a collective
bargaining agreement or is otherwise transferred to a position which makes them
eligible to participate, he or she shall again become eligible for
participation. Notwithstanding the foregoing, an Employee who ceases to be a
Participant upon being covered by a collective bargaining agreement shall
nonetheless continue to be considered a Participant solely for purposes of the
loan provisions as set forth in Article 9 of the Plan and the hardship
distribution provision as set forth in Section 8.1.
3.5 Leased Employees. Any individual who is a Leased Employee, within the
meaning of Section 414(n) of the Code, of an Employer shall not be eligible to
participate in the Plan. For purposes of determining the number or identity of
Highly Compensated Employees or for purposes of the pension requirements of
Section 414(n)(3) of the Code, employees of the Employer shall include
individuals defined as Leased Employees.
"Leased Employee" shall mean a person who is not a common law employee
of the Employer or an Affiliate but who provides services to the
Employer or an Affiliate, and: (1) such services are performed
pursuant to an agreement between the Employer and any other person or
entity (the "Leasing Organization"); (2) the person performing the
services has done so on a substantially full-time basis for at least
one (1) year; and (3) for Plan Years starting before January 1, 1997,
the services performed are of a type historically performed in the
business field of the recipient by Employees; and (4) for Plan Years
starting after December 31, 1996, the services are performed under the
primary direction and control of the recipient of those services.
Notwithstanding the preceding sentence, the Plan shall not treat an
individual as a Leased Employee if the Leasing Organization covers the
individual by a money purchase pension plan with a nonintegrated
contribution rate of at least ten percent (10%) of Covered
Compensation, and provides for immediate participation and full and
immediate vesting, provided that Leased Employees constitute less than
twenty percent (20%) of the Company's Non-Highly Compensated
Employees.
SECTION 4
CONTRIBUTIONS
4.1 Salary Deferral Contributions and After Tax Contributions.
(a) Each Participant may authorize the Employer to contribute to the
Trust on his or her behalf a Salary Deferral Contribution with
respect to each Plan Year which shall be allocated to his or her
Salary Deferral Account. A Participant may elect to have a stated
whole percentage from 1% to 16% of his or her Covered
Compensation allocated to his or her Salary Deferral Account.
Such Salary Deferral Contributions shall be paid by the Employer
to the Trustee at least monthly and each Participant's pay for
such month shall be reduced by an identical amount.
(b) Before a contribution is made as a Salary Deferral Contribution,
the Committee may, in its discretion, decide that if the Average
Actual Deferral Percentage Test set forth in Section 4.9 may not
be met, a portion or all of such contribution for a Highly
Compensated Employee that would otherwise have been allocated as
a Salary Deferral Contribution shall in lieu thereof be allocated
to an After Tax Contribution Account in accordance with a formula
determined by the Committee. Independent of his or her election
to defer compensation as a Salary Deferral Contribution, a
Participant may elect to contribute on an after tax basis a
portion of his or her Covered Compensation to his or her After
Tax Contribution Account which, subject to any determination made
by the Committee to comply with Section 4.10 shall be a stated
whole percentage of the Participant's Covered Compensation for
the Plan Year of not less than one percent (1%) nor more than
sixteen percent (16%).
(c) The combination of the Salary Deferral Contributions and After
Tax Contributions for any Participant shall not be less than one
percent (1%) nor exceed sixteen percent (16%) of the
Participant's Covered Compensation for the Plan Year.
4.2 Maximum Amount of Salary Deferral Contributions. The maximum amount of
Covered Compensation a Participant is permitted to defer during any calendar
year is limited to $7,000 as adjusted by the Secretary of Treasury pursuant to
Section 402(g)(5) of the Code.
To the extent the Committee believes that a Participant's election of a
Salary Deferral Contribution will exceed the limits set forth in the preceding
paragraph, before a contribution is made as a Salary Deferral Contribution, a
portion of or all of such contribution that would otherwise have been allocated
as a Salary Deferral Contribution may in lieu thereof be allocated to an After
Tax Contribution Account.
To the extent any Salary Deferral Contributions in excess of the Section
402(g) of the Code are not corrected as indicated above, such excess Salary
Deferral Contributions, plus any income and minus any loss allocable thereto,
shall be distributed no later than April 15 to any Participant to whose account
excess Salary Deferrals Contributions were assigned for the preceding year and
who claims Salary Deferrals Contributions for such taxable year.
Excess Salary Deferrals Contributions shall be adjusted for any income or
loss in the same manner that income/earnings or loss is calculated under the
Plan. However, such income or loss may be calculated using a reasonable method
to be applied by the Committee on a uniform and non-discriminatory basis.
4.3 Election of Salary Deferral Contributions or After Tax Contributions.
Each Participant electing to have the Employer contribute a Salary Deferral
Contribution on his or her behalf or electing to make an After Tax Contribution
shall file with the Committee on prescribed forms, 15 days prior to the Entry
Date, an election of the percentage of his or her Covered Compensation (within
the limits stated in and in accordance with the provisions of Section 4.1) to be
contributed to his or her Salary Deferral Account or After Tax Contribution
Account by authorizing the Employer to withhold such amount from his or her pay.
4.4 Vesting. A Participant shall be fully vested at all times in his or her
Account attributable to his or her Salary Deferral Account, Rollover
Contribution Account, and After Tax Contribution Account. A Participant shall
also be fully vested in his or her account attributable to his or her Matching
Account if he or she has five (5) or more years of Continuous Service. If the
Participant has less than five (5) years of Continuous Service, he or she shall
become vested in his or her Matching Account according to the following vesting
schedule:
Years of Continuous Service Vesting Percentage
After 1 year 0%
After 2 years 25%
After 3 years 50%
After 4 years 75%
After 5 years 100%
Regardless of the number of years of Continuous Service, a Participant
shall be fully vested in his or her account, attributable to his or her Matching
Account, and such benefit shall be non-forfeitable, when he or she attains age
65 or upon his or her death, if earlier. If a Participant receives a
distribution from his or her Matching Account prior to incurring 5 consecutive
One Year Periods of Severance and he or she is less than 100% vested in his or
her Matching Account at such time, the vested portion of his or her Matching
Account at any time thereafter shall be the Participant's (1) vested percentage
of the sum of the balance of his or her Matching Account and all prior
distributions from his or her Matching Account, minus (2) all prior
distributions from his or her Matching Account.
4.5 Matching Contributions. The Employer shall contribute to each Matching
Account a Matching Contribution in an amount equal to 50% of up to the first six
percent (6%) of Covered Compensation which the Participant elects to either
defer as a Salary Deferral Contribution or make as an After Tax Contribution in
a Plan Year. Such Matching Contribution shall be contributed in cash.
4.6 Matching Contributions to be made from Earnings and Profits. Matching
Contributions shall only be made out of current income or accumulated retained
earnings. The Company and each Affiliate shall make Matching Contributions only
with respect to its own Employees, provided, however, that if the Company or any
Affiliate is prevented from making all or part of the Matching Contribution for
any Plan Year by reason of insufficient accumulated retained earnings as of the
close of such Plan Year, then a contribution equal to the amount which it is
prevented from making for such year may be made by the Company if it is not
prevented from contributing for such year. The foregoing proviso shall be
interpreted in accordance with Section 404(a)(3)(B) of the Code, unless
otherwise determined by the Company.
4.7 Forfeitures. Forfeitures of amounts in the Matching Accounts due to the
fact that a Participant is not fully vested in such amounts shall be applied to
reduce any subsequent Matching Contributions.
4.8 Changes and Suspensions of Salary Deferral Contributions and After Tax
Contributions. A Participant may by 15 days advance written notice or by such
other method acceptable to and approved by the Plan Administrator, change the
rate of Salary Deferral Contributions and After Tax Contributions once each
calendar quarter during a Plan Year effective on the first pay day of any month.
A Participant may once each calendar quarter during a Plan Year, by 15 days
advance written notice, elect to suspend all contributions to his or her Account
on the first day of any pay period, but he or she may not thereafter recommence
contributions for a three month period.
4.9 Limitation on Salary Deferral Contributions in Accordance with Section
401(k) of the Code. With respect to Salary Deferral Contributions, the Average
Actual Deferral Percentage for Participants who are Highly Compensated Employees
for the Plan Year must meet either of the following tests:
(i) it must not exceed the Average Actual Deferral Percentage for
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(ii) it must not exceed the Average Actual Deferral Percentage for
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2, provided that the Average Actual
Deferral Percentage for Participants who are Highly Compensated
Employees does not exceed the Average Actual Deferral Percentage
for Participants who are Non-Highly Compensated Employees by more
than two (2) percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly
Compensated Employee.
Notwithstanding any other provision of the plan, Excess Contributions, plus
any income and minus any loss allocable thereto, shall be distributed no later
than the last day of each Plan year to Participants to whose accounts such
Excess Contributions were allocated for the preceding Plan Year. Excess
Contributions are allocated to the Highly Compensated Employees with the largest
amounts of Employer contributions taken into account in calculating the Actual
Deferral Percentage test for the year in which the excess arose, beginning with
the Highly Compensated Employee with the largest amount of such employer
contributions and continuing in descending order until all the Excess
Contributions have been allocated. For purposes of the preceding sentence, the
"largest amount" is determined after distribution of any Excess Contributions.
Excess Contributions (including the amounts recharacterized) shall be treated as
annual additions under the Plan. "Excess Contributions" shall mean, with respect
to any Plan Year, the excess of:
a. The aggregate amount of employer contributions actually taken
into account in computing the Actual Deferral Percentage of
Highly Compensated Employees for such Plan Year, over
b. The maximum amount of such contributions permitted by the Actual
Deferral percentage test (determined by hypothetically reducing
contributions made on behalf of Highly Compensated Employees in
order of the Actual Deferral Percentage, beginning with the
highest of such percentages).
For purposes of this Section 4.9, "Actual Deferral Percentage" means the
ratio (expressed as a percentage) of Salary Deferral Contributions on behalf of
the Participant for the Plan Year to the Participant's compensation for the Plan
Year. "Average Actual Deferral Percentage" means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Participants in a group.
"Participant" for purposes of this Section 4.9 and Section 4.10 means an
Employee eligible to participate in the Plan, regardless of whether he or she
elects to participate. "Compensation" for purposes of this Section 4.9 and
Section 4.10 means all the compensation received during the Plan Year by the
Participant from the Employer that is currently includible in gross income for
income tax purposes (including, but not limited to, income attributable to
non-qualified stock options or incentive stock options, regardless of whether
such income is includible in gross income for the Plan Year in which the option
is granted). "Compensation" for purposes of this Section 4.9 and Section 4.10
includes the amount of any Salary Deferral Contributions made by an Employee
during a Plan Year and income under Code Section 125 or 402(a)(8). However,
"Compensation" for purposes of this Section 4.9 and Section 4.10 shall not
include any amounts received while an Employee is not a Participant.
For purposes of this Section 4.9, the Actual Deferral Percentage for any
Participant who is a Highly Compensated Employee for the Plan Year and who is
eligible to have Salary Deferral Contributions allocated to his or her Account
under two or more plans or arrangements described in Section 401(k) of the Code
that are maintained by the Employer or an Affiliated Employer shall be
determined as if all such Salary Deferral Contributions were made under a single
arrangement.
The Actual Deferral Percentage test described above will be conducted using
the current year testing method provided, however, that the Plan may be amended
at any time to change to the prior year testing method in those situations for
which such a change is approved in Internal Revenue Service Notice 98-1 (Part
VII(A) or in subsequent guidance promulgated by the Secretary of the Treasury.
In the event it is determined that the amount of Salary Deferral
Contributions made on behalf of Highly Compensated Employees would exceed the
limits described in this Section 4.9, the amount of such Salary Deferral
Contributions (and any related income) which causes such limits to be exceeded
may, to the extent permitted under Section 4.10, be recharacterized and
allocated to the After Tax Contribution Account, in accordance with procedures
established by the Committee. Also, such Salary Deferral Contributions (and any
related income) may be refunded to Highly Compensated Employees in accordance
with procedures established by the Committee. The decision as to whether such
Salary Deferral Contributions are to be recharacterized or refunded shall be
made by the Committee.
The amount of Excess Salary Deferral Contributions which is to be refunded
or recharacterized as After-Tax Contributions shall be determined as set forth
below for Plan Years commencing after December 31, 1996.
On or before the fifteenth day of the third month following the end of each
Plan Year, the Salary Deferral Contributions of the Highly Compensated Employee
with the highest dollar amount of Salary Deferral Contributions for that Plan
Year shall be recharacterized or reduced until either all Excess Salary Deferral
Contributions have been distributed or until such Salary Deferral Contributions
are equal to the dollar amount of Salary Deferral Contributions of the Highly
Compensated Employee with the next highest dollar amount of such contributions,
whichever occurs first.
Step (1) above shall be repeated with respect to the Participant with the
second and successive highest dollar amount of Salary Deferral Contributions
under the Plan until the Plan has recharacterized or distributed all excess
Salary Deferral Contributions.
If the recharacterization or refunds described above are made, the Actual
Deferral Percentage is treated as satisfying the non-discrimination test of
Section 401(k)(3) of the Code regardless of whether the Actual Deferral
Percentage, if recalculated after such refunds or recharacterizations have
occurred would satisfy Section 401(k)(3) of the Code. Any amounts of Salary
Deferral Contributions (and income thereon) under this section shall be subject
to the provisions of Section 8 that apply to Salary Deferral Contributions.
For purposes of Section 401(k)(2) of the Code, if a corrective distribution
of Excess Salary Deferral Contributions has been made, the Average Actual
Deferral Percentage of Highly Compensated Employees is deemed to be the largest
amount permitted under Section 401(k)(2) of the Code.
If Salary Deferral Contributions distributed pursuant to this paragraph
have received any Matching Contributions, such Matching Contributions shall be
forfeited, if forfeitable.
The Administrator shall, to the extent administratively possible,
recharacterize or refund all Excess Salary Deferral Contributions (and related
income) which are required to be made pursuant to this Section, prior to the
fifteenth day of the third month following the end of the Plan Year in which the
excess Salary Deferral Contributions arose. Any refund or recharacterization of
excess Salary Deferral Contributions must be made no later than 2 1/2 months
after the close of the Plan Year in which the excess Salary Deferral
Contributions relate. In any event, however, the excess After Tax Contributions
and/or Matching Contributions and any income allocable thereto shall be
distributed prior to the end of the Plan Year following the Plan Year in which
the excess After-Tax Contributions arose.
Also, before a contribution is made as a Salary Deferral Contribution, the
Committee may, in its discretion, decide, that if the limitation set forth in
this Section 4.10 may not be met, to limit the amount of Salary Deferral
Contributions a Highly Compensated Employee can make or direct that a portion of
all of such contribution for a Highly Compensated Employee shall in lieu
thereof, to the extent permitted under Section 4.10, be allocated to an After
Tax Contribution Account in accordance with procedures established by the
Committee.
4.10 Limitation on After Tax Contributions and Matching Contributions In
Accordance With Section 401(m) of the Code. With respect to After Tax
Contributions and Matching Contributions, the Average Contribution Percentage
for Participants who are Highly Compensated Employees for the Plan Year must
meet either of the following tests:
(i) it must not exceed the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(ii) it must not exceed the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2, provided that the Average Contribution
Percentage for Participants who are Highly Compensated Employees
does not exceed the Average Contribution Percentage for
Participants who are Non-Highly Compensated Employees by more
than two (2) percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly
Compensated Employee.
Notwithstanding any other provision of the plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be
forfeited, if forfeitable, or if not forfeitable, distributed no later than the
last day of each Plan Year to participants to whose accounts such Excess
Aggregate Contributions were allocated for the preceding Plan Year. Excess
Aggregate Contributions are allocated to the Highly Compensated Employees with
the largest Contribution Percentage Amounts taken into account in calculating
the ACP test for the year in which the excess arose, beginning with the Highly
Compensated Employee with the largest amount of such Contribution Percentage
Amounts and continuing in descending order until all the Excess Aggregate
Contributions have been allocated. For purposes of the preceding sentence, the
"largest amount" is determined after distribution of any Excess Aggregate
Contributions.
Definitions:
1. "Excess Aggregate Contributions" shall mean, with respect to any Plan
Year, the excess of:
a. the aggregate Contribution Percentage Amounts taken into account
in computing the numerator of the Contribution Percentage
actually made on behalf of Highly Compensated Employees for such
Plan Year, over
b. The maximum Contribution Percentage Amounts permitted by the ACP
test (determined by hypothetically reducing contributions made on
behalf of Highly Compensated Employees in order of their
Contribution Percentages beginning with the highest of such
percentages).
For purposes of this Section 4.10, "Average Contribution Percentage" means
the average (expressed as a percentage) of the Contribution Percentages of the
Participants in a group. "Contribution Percentage" means the ratio (expressed as
a percentage) of the sum of the After Tax Contributions and Matching
Contributions under the Plan on behalf of the Participant for the Plan Year to
the Participant's compensation for the Plan Year. "Participant" and
"Compensation" for purposes of this Section 4.10 have the same definitions as
set forth in Section 4.9.
In the event that the Plan satisfies the requirements of Section 410(b) of
the Code only if aggregated with one or more other plans, or if one or more
other plans satisfy the requirements of Section 410(b) of the Code only if
aggregated with this Plan, this Section 4.10 shall be applied by determining the
Contribution percentages of Participants as if all such plans were a single
plan.
In the event it is determined that the amount of the After Tax
Contributions and Matching Contributions made on behalf of a Highly-Compensated
Employee would exceed the limits described in this Section 4.10, the amount of
such After-Tax Contributions and/or Matching Contributions (and any related
income) which causes such limits to be exceeded may be distributed to individual
Highly Compensated Employees (or, if forfeitable, forfeited) determined as set
forth below for Plan Years commencing after December 31, 1996. The amount to be
distributed pursuant to this paragraph shall be determined after taking into
account any Salary Deferral Contributions that have been recharacterized as
After-Tax Contributions under Section 4.9. For purposes of meeting the
limitations described in Section 4.10, After-Tax Contributions that have not
received a Matching Contribution may be distributed before After-Tax
Contributions that have received a Matching Contribution.
The After Tax Contributions and/or Matching Contributions of the Highly
Compensated Employee with the highest dollar amount of such Contributions for
the Plan Year shall be reduced until either all excess After Tax Contributions
and/or Matching Contributions have been distributed or until the excess After
Tax Contributions and/or Matching Contributions are equal to the dollar amount
of the After Tax Contributions and/or Matching Contributions of the Highly
Compensated Employee with the next highest dollar amount of contributions,
whichever occurs first. Step (1) above shall be repeated with respect to the
second and successive Highly Compensated Employee with the highest dollar amount
of After Tax Contributions and/or Matching Contributions under the Plan until
the Plan has distributed all excess After-Tax and/or Matching Contributions. If
the refunds described above are made, the Average Actual Contribution Percentage
is treated as meeting the non-discrimination test of Section 401(m)(2) of the
Code regardless of whether the Average Actual Contribution Percentage, if
recalculated after such distributions, would satisfy Section 401(m)(2) of the
Code. For purposes of Section 401(m)(9) of the Code, if a corrective
distribution of excess After Tax Contributions and/or Matching Contributions has
been made, the Average Actual Contribution Percentage of Highly Compensated
Employees is deemed to be the largest amount permitted under Section 401(m)(2)
of the Code.
Multiple Use Test. In order to prevent the multiple use of the alternative
method described in Section 4.10(ii) and in Section 4.9(ii) above, any Highly
Compensated Employee eligible to make Salary Deferral Contributions and
After-Tax Contributions or to receive Company Matching Contributions under the
Plan shall have his or her contribution percentage reduced if required pursuant
to Regulation section 1.401(m)-2. The Administrator shall, to the extent
administratively possible, distribute all After-Tax Contributions and any income
allocable thereto which are required to be made pursuant to this Section, prior
to the fifteenth day of the third month following the end of the Plan Year in
which the excess Contributions arose. In any event, however, the excess
Contributions and any income allocable thereto shall be distributed prior to the
end of the Plan Year following the Plan Year in which the excess After-Tax
Contributions arose. The determination and treatment of the Contribution
Percentage of any Participant shall satisfy such other requirements as may be
prescribed by the Secretary of the Treasury.
4.11 Rollover Contributions From Other Qualified Plans. A Participant, with
the approval of the Administrator (or its delegate) and upon a determination by
the Administrator that a distributing plan is qualified under Section 401(a) of
the Code, make, and that Plan shall accept, a Rollover contribution on the
Participant's behalf from such distributing plan, provided that the Rollover
Contribution is deposited to the Plan no later than 60 days receipt by the
Participant thereof. The amount rolled over shall be subject to all of the terms
and conditions of the Plan after it is rolled over, except that such amounts
shall be fully vested at all times. The amounts rolled over shall be deposited
in an account designated as the Participant's Rollover Account. Such amounts
shall be invested in accordance with the Participant's investment elections in
effect at the time of the rollover. The Administrator (or its delegate) may
require a Participant to furnish such evidence as the Administrator may deem
necessary or appropriate. Notwithstanding the foregoing, effective as of January
1, 1999, the Administrator shall accept distributions made from any defined
benefit pension plan maintained by the Company which is qualified under Code
Section 401(a) provided it is received by the Plan no later than the 60th day
after the distribution was received or made payable to the Participant. For this
purpose, a Rollover Contribution means (a) a contribution of a distribution
received from the qualified plan of another employer, provided the Participant
makes the contribution within 60 days of his or her receipt of a distribution
which satisfied the requirements of Section 402(a)(5) of the Code and Section
402(c) or (b) a direct transfer of the Participant's interest from the trustee
of a qualified plan maintained by another employer.
SECTION 5
PARTICIPANT'S ACCOUNT
5.1 Separate Accounts. The Trustee shall maintain separate accounts for
each Participant and Former Participant. Each Participant's or Former
Participant's Account shall be divided into separate subaccounts: the Salary
Deferral Account, QVEC Account, the After Tax Contribution Account, and the
Matching Account, and the Rollover Account.
5.2 Separate Accounting. The amounts in a Participant's Salary Deferral
Account, QVEC Account, After Tax Contribution Account, Matching Account, and
Rollover Account shall at all times be separately accounted for by adjusting
such accounts for withdrawals, distributions and contributions. Withdrawals,
distributions, forfeitures (from Matching Accounts), and other credits or
charges shall be separately allocated among Salary Deferral Accounts, After Tax
Contribution Accounts, Matching Accounts, and Rollover Accounts on a reasonable
and consistent basis.
5.3 Valuation of Trust. The assets of the Accounts of Participants shall be
held by the Trustee. The assets of the Trust Plan shall be revalued by the
Trustee at the close of each business day. In making such revaluation the
Trustee shall take into account earnings or losses of the Trust Fund net of
reasonable expenses and capital appreciation or depreciation in such assets
whether or not realized. The method of revaluation shall be determined by the
Trustee, and shall be followed with reasonable consistency from period to
period. The amount credited to the Accounts of all Participants shall be
adjusted as of each Revaluation Date so as to be equal to the value of such
assets on such date. The settlement of the Accounts of a Participant shall be
based upon the amount credited to his or her Accounts (pursuant to Section 6) as
of the most recent revaluation completed prior to issuance of payments provided
the Participant submits all documentation required to make settlement in the
form, time and manner prescribed by the Committee. In making the adjustments,
the Accounts of Participants shall be reduced by any payments made from the
Accounts of the Participant and increased by any contributions made since the
last adjustment.
SECTION 6
INVESTMENTS AND OTHER PROVISIONS AFFECTING CONTRIBUTIONS
6.1 Investment of Participant's Account. Salary Deferral Contributions on
behalf of a Participant shall be paid to the Trustee and allocated directly to
the Participant's Salary Deferral Account, and After Tax Contributions shall be
paid to the Trustee and allocated directly to the Participant's After Tax
Contribution Account. A Participant may elect to have amounts credited to his or
her Salary Deferral Account, After Tax Contribution Account, Matching Account,
and Rollover Account each be invested in the Funds in ten (10%) percent
multiples, in such a way that the combination of the percentage for the
contributions to each Account totals 100%. Contributions need not be invested in
the same manner.
6.2 Matching Account. Matching Contributions shall only be in the form of
cash which shall be invested in any of the Funds as directed by the Participant.
6.3 Investment of Rollover Account. At the time a Rollover Contribution is
made to the Plan at a Participant's direction which is made in accordance with
Section 4.11, the Participant must elect, in such form, time and manner as
prescribed as by the Committee, to have his or her Rollover Contribution
invested in any of the investment Funds described in Section 6.1, in whole 10%
increments.
6.4 Temporary Investments and Investment in Qualifying Employer Securities.
The assets of the Trust Fund may be invested in qualifying employer securities
as defined in ERISA, without regard to the percentage of the total fair market
value of the Trust Fund or any Participant's Account which said investment
comprises. Pending investment or reinvestment or pending payments or
distribution, all or part of the Trust Fund may be invested temporarily in
accounts with financial institutions or short-term financial instruments.
6.5 Change in Investment Election For Funds Contributed by a Participant .
A Participant may change his or her investment election for his or her Salary
Deferral Account, After Tax Contribution Account, or Matching Account to any of
the investments set forth in Section 6.1 of the Plan by contacting the Trustee
by telephonic or electronic means on any business day. The Committee may issue
new rules for such changes in investment elections including rules with respect
to the time, manner and form in which such changes are made.
6.6 Change in Investment Election for Funds Already Accumulated in a
Participants' Accounts . A Participant or Former Participant may also transfer
the value of his or her Accounts in any of the investment Funds set forth in
Section 6.1 of the Plan to another investment Fund as set forth in said Section
in whole percentages or in an amount of at least $250 (or the entire account
balance if the amount is less than $250). To change an investment election for
funds already accumulated in a Participant's Account, the Participant or Former
Participant must contact the Trustee on any business day. This right to change
existing investment allocations to or from any investment Fund offered by the
Plan is subject to any transfer restrictions imposed by the Fund's management as
set forth in a prospectus with respect to that Fund. The Committee may issue new
rules for such changes in investment elections, including rules with respect to
the time, manner and form in which such changes are made.
6.7 Return of Matching Contributions. In the event a Matching Contribution
(a) is made under a mistake of fact, or (b) is conditioned upon deduction of the
contribution under Section 404 of the Code and such deduction is disallowed, or
(c) is conditioned upon qualification of the Plan under Section 401 (a) of the
Code and the Plan does not so qualify, such contribution may be returned to the
Employer within ninety days after the payment of the contribution, the
disallowance of the deduction, or the date of denial of the Plan qualification,
whichever is applicable.
SECTION 7
DISTRIBUTIONS
7.1 Distribution After Retirement. After the retirement of a Participant at
his or her then Normal Retirement Date or thereafter, the entire value of a
Participant's Accounts shall be distributed to him or her in a lump sum payment
in cash, unless he or she elects, pursuant to Section 7.6, to receive the Wyeth
Common Stock Fund portion in Wyeth Common Stock.
7.2 Distribution After Death. After the death of a Participant, the
Trustee, pursuant to directions from the Committee, shall pay in a lump sum
payment the entire value of the deceased Participant's Account to the
Participant's surviving spouse, or, if there is no surviving spouse or if the
Participant had elected to have such lump sum payment made to someone other than
his or her spouse and the spouse consents in writing to such election which
consent acknowledges the effect of such election and such consent is witnessed
by a notary public, then such lump sum payment shall be paid to the beneficiary
designated by such Participant. The benefit payable under this Section will be
distributed to the beneficiary named by the Participant no later than one year
after the Participant's death, but if the designated beneficiary is the
Participant's surviving spouse, the benefit will be distributed no later than
the date on which the Participant would have attained age 70 1/2. If the
Participant has no designated beneficiary or surviving spouse, the Participant's
benefit must be distributed within five years after the Participant's death.
7.3 Designation of Beneficiary. A Participant at the time he or she joins
the Plan shall designate a beneficiary or beneficiaries to receive the sums
credited to his or her Account in the event of his or her death, if he or she
has no surviving spouse at such time, which designation may be changed by the
Participant from time to time and shall cease to be effective if he or she
thereafter becomes married. To be effective, the original designation of the
beneficiary and any subsequent change must be in writing on the form provided
for that purpose by the Committee and filed with the Committee.
7.4 Failure to Designate a Beneficiary. In the event that a Participant has
no surviving spouse at the time of his or her death and beneficiary is properly
designated or that designated beneficiary predeceases the Participant, the
Participant's account balance shall be paid in the following order of priority:
(1) first, to the Participant's surviving children (if any), in equal shares;
(2) second, if there are no surviving children, to the Participant's surviving
parents, if any, in equal shares; and (3) finally, if there are no surviving
parents, to the legal representatives of the Participant's estate.
7.5 Distribution After Termination of Employment. If a Participant
terminates employment with the Employer due to resignation, discharge or the
Participant retires before his or her Normal Retirement Date, he or she shall
receive a lump sum cash distribution of his or her Salary Deferral Account, QVEC
Account, After Tax Contribution Account, Rollover Account and the vested portion
of his or her Matching Account if the value of his or her Account balance does
not exceed $3,500, or does not exceed $5,000 for distributions occurring on or
after January 1, 1998. If the value of his or her Account exceeds $3,500 at the
time of such resignation, discharge or retirement (or exceeds $5,000 on or after
January 1, 1998), any amount payable hereunder shall not be immediately
distributed without his or her consent. The nonvested portion of the Matching
Account of a Participant who receives a lump sum cash distribution shall be
forfeited on his or her termination of employment and shall be restored only if
the Participant is reemployed prior to incurring five consecutive One-Year
Periods of Severance. A "One Year Period of Severance" shall occur if there is a
Severance From Service and the Participant is not reemployed within the twelve
consecutive month period commencing on the date of Severance From Service. (In
the case of a Participant who is absent from service by reason of (i) the
pregnancy of the Participant, (ii) the birth of a child of the Participant,
(iii) the placement of a child with the Participant in connection with the
adoption of such child by the Participant, or (iv) the caring for such child for
the period immediately following such birth or placement, and such Participant
is absent from service beyond the first anniversary of the first date of such
absence, the Severance From Service date for such Participant is the second
anniversary of the first date of such absence. The period between the first and
second anniversaries of the first date of absence from work is neither a period
of service nor a period of severance. If such Participant is not reemployed
between the second and third anniversaries of the first date of absence from
work a One-Year Period of Severance shall occur.) In the case of Participants
who are part time or seasonal Employees a One Year Period of Severance shall be
the Plan Year or other applicable computation period during which the
Participant has not completed more than 500 Hours of Service. The nonvested
portion of the Matching Account of a Participant who does not receive a lump sum
cash distribution shall be forfeited when he or she has incurred five
consecutive One Year Periods of Severance. Notwithstanding the foregoing, a
Participant shall not incur a One-Year Period of Severance with respect to any
period during which he or she is on a leave of absence under the federal Family
and Medical Leave Act.
7.6 Election of Wyeth Common Stock; Converting Common Stock to Cash. If
prior to the date of distribution, in accordance with rules adopted by the
Committee, the Participant or other distributee elects to receive the Wyeth
Common Stock Fund portion of his or her Account in Wyeth Common Stock, he or she
will receive the number of shares of Wyeth Common Stock in such Account.
Otherwise, all distributions will be in cash in a lump sum. Wyeth Common Stock
converted into cash will be valued as the Revaluation Date set forth in Section
5.3. Distribution will be made as soon thereafter as is practicable in
accordance with rules adopted by the Committee.
7.7 Time Distributions Are to Begin. Distribution of a Participant's
Account, subject to Section 7.8, shall be made as soon as practicable but no
later than 150 days after the end of the calendar quarter in which the following
events occur:
(1) For distributions on account of retirement, the Participant's
retirement, or, if elected, either (i) December 31 of the year of
retirement, or (ii) the last day of the sixth full calendar month
following the Participant's date of retirement.
(2) For distributions on account of death, the Committee receives
satisfactory evidence of the death of the Participant and the
identification of the beneficiary.
(3) For distributions on account of termination of employment on
account of resignation or discharge, the date of termination of
employment, or, if elected, either (i) December 31 of the year of
such termination or (ii) the last day of the sixth full calendar
month following the Participant's date of termination of
employment.
Subject to Section 7.8, no person subject to Section 16(b) of the
Securities Exchange Act of 1934 shall receive a distribution earlier than six
(6) months from the date of his or her retirement or other termination of
employment unless the Committee in its discretion shall authorize an earlier
distribution in accordance with Section 7.7.
7.8 Limitations on Distributions. The entire interest of a Participant will
be distributed based on the date of his or her retirement, death, or termination
of employment as provided in this Section 7, provided, however, in no event will
such interest be distributed earlier than the later of April 1 of the calendar
year following the later of the calendar year in which the Participant attains
age 70 1/2 or the calendar year in which he or she retires. Distributions will
be made in accordance with Section 401(a)(9) of the Code and regulations
thereunder.
In addition, in accordance with Section 401(a)(14) of the Code, unless a
Participant otherwise elects, the commencement of distributions will begin not
later than the 60th day after the latest of the close of the Plan Year in which
occurs:
(1) the date a Participant attains age 65,
(2) the 10th anniversary of the year in which a Participant commenced
participation in the Plan, or
(3) the Participant's termination of employment with the Employer.
Unless otherwise permitted by law or regulation, distribution of benefits
under this Plan must begin by the April 1 of the calendar year following the
year in which the Participant attains age 70 1/2, regardless of whether the
Participant is still working for the Employer at such time. The amount of the
distribution which a Participant who is still working for the Employer must
receive from the Plan shall be determined in accordance with regulations
prescribed by the Secretary of the Treasury. Notwithstanding anything in the
foregoing to the contrary, commencing as of January 1, 2000, distribution of
benefits to a Participant who is not a five percent (5%) owner of the Employer,
will begin no later than April 1 of the calendar year following the later to
occur of the calendar year in which the Participant attains age 70 1/2 of the
calendar year in which the Participant retires. Distributions to a Participant
who is a 5% owner will begin no later than April 1 of the calendar year
following the calendar year in which he or she attains age 70 1/2.
With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Code in accordance with
the regulations that were proposed on January 17, 2001, notwithstanding any
provision of the Plan to the contrary.
7.9 Amount of Distribution Cannot be Ascertained or Participant or
Beneficiary Cannot be Located. If the amount of payment required to commence by
a certain date in accordance with the Plan cannot be ascertained by such date,
or if it is not possible to make payment on such date because the Committee has
been unable to locate the Participant or beneficiary, a payment retroactive to
such date shall be made no later than 60 days after the earliest date on which
the amount of such payment can be ascertained or the date on which the
Participant or beneficiary is located.
If after reasonable effort the Committee cannot locate the Participant or
beneficiary, the Participant's Account shall be forfeited. The amount of such
forfeiture shall reduce the Matching Contribution required to be made by the
Employer. Any such forfeited Account shall be reinstated and become payable if a
claim therefor is made by the Participant or beneficiary which is approved by
the Committee.
7.10 Withholding Tax on Distributions. Distributions under the Plan shall
be subject to tax withholding under all applicable tax laws.
7.11 Distribution Upon Sale of Stock or Substantially all the Assets of a
Corporation as Permitted by Section 401(k)(2)(B)(i)(II) of the Code.
(a) Upon the date of sale by the Company or a subsidiary thereof of
substantially all of the assets (within the meaning of section
409 (d) (2) of the Code) used by the Company or subsidiary in a
trade or business with respect to an Employee who continues
employment with the corporation acquiring such assets, or
(b) upon the date of sale of stock by the Company or a subsidiary
thereof of its interest in a subsidiary (within the meaning of
section 409 (d) (3) of the Code) with respect to an Employee who
continues employment with the subsidiary which is sold, the
Committee may exercise its discretion to distribute to a
Participant in a lump sum distribution the Participant's Account
Balance including the vested portion of his or her Matching
Account if the value of the Account does not exceed $3,500 prior
to January 1, 1998 or does not exceed $5,000 on or after January
1, 1998. If the value of his or her account exceeds $3,500 prior
to January 1, 1998, (or exceeds $5,000 on or after January 1,
1998), any amount payable shall not be immediately distributed
without the Participant's consent. This Section 7.11 shall be
interpreted in accordance with the requirements of Section 401
(k) of the Code and the regulations issued thereunder.
7.12 Plan to Plan Transfers. The Committee may exercise its discretion from
time to time to authorize the transfer of account balances for one or more
Participants of such Participant's Accounts (including the vested portion of his
or her Matching Account) to another plan in which such Participant also
participates if such other plan also qualifies when applicable, under Section
401 (a) and Section 401 (k) of the Code, provided that the Committee is
satisfied that such other plan will accept the transfer of such account balances
and that such plan to plan transfer is otherwise in accordance with the
applicable qualification requirements of the Code.
7.13 Rollover of Eligible Rollover Distributions.
(1) Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under this section
7.13, a Distributee may elect, at the time and in the manner
prescribed by the Plan Administrator, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan specified by the Distributee in a direct
rollover. However, notwithstanding the above, the Plan
Administrator may adopt procedures wherein the Plan will not make
a distribution pursuant to this Section 7.13 unless the Eligible
Rollover Distribution is at least $200, and that the Plan will
directly rollover only a portion of an Eligible Rollover
Distribution if the portion to be rolled over is at least $500.
If a distribution is one to which Sections 401(a)(11) and 417 of the Code
do not apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:
(i) The Plan Administrator clearly informs the Participant
that the Participant has a right to a period of at
least 30 days after receiving the notice to consider
the decision of whether or not to elect a distribution,
and
(ii) that Participant, after receiving the notice,
affirmatively elects a distribution.
(2) For purposes of this Section 7.13, the following definitions
shall apply:
Eligible Rollover Distribution. An Eligible Rollover Distribution is any
distribution of all or any portion of the Plan benefit to the credit of the
Distributee, except that an Eligible Rollover Distribution does not include any
distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of
the Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee's designated beneficiary, or for a specific
period of ten years or more; any distribution to the extent such distribution is
required under Section 401(a)(9) of the Code, and a hardship withdrawal as
described in Section 8.1 if (and only if) such withdrawal is made after December
31, 1999.
Eligible Retirement Plan. An Eligible Retirement Plan is an individual
retirement plan described in Section 408(b) of the Code, an annuity plan
described in Section 403(a) of the Code, or a qualified trust described in
Section 401(a) of the Code, that accepts the distributee's Eligible Rollover
Distribution. However, in the case of an Eligible Rollover Distribution to the
surviving spouse of a Participant, an Eligible Retirement Plan is an individual
retirement account or individual retirement annuity.
Distributee. A Distributee includes an Employee or former Employee. In
addition, the Employee's or former Employee's surviving spouse or former spouse
who is the alternate payee under a qualified domestic relations order, as
defined in Section 414(p) of the Code, are Distributees with regard to the
interest of the spouse or former spouse.
Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
SECTION 8
WITHDRAWALS
8.1 Hardship Withdrawals. A Participant can withdraw amounts in his or her
Salary Deferral Account (which for this purpose excepts investment income earned
after January 1, 1989), Rollover Account and vested amounts in his or her
Matching Contribution Account on account of a hardship. For the withdrawal to
constitute a hardship, the withdrawal (1) must be made on account of an
immediate and heavy financial need of the Participant, and (2) must be necessary
to satisfy that need. The determination of whether a Participant has an
immediate and heavy financial need is to be made by the Committee on the basis
of all relevant facts and circumstances. A financial need shall not fail to
qualify as immediate and heavy merely because such need was reasonably
foreseeable or voluntarily incurred by the Participant. The following types of
expenses will be deemed to constitute an immediate and heavy financial need for
purposes of this Section 8.1:
(i) medical expenses (described in Section 213(d) of the Code)
incurred by the Participant or his or her spouse or dependents
(as defined in Section 152 of the Code);
(ii) purchase (excluding mortgage payments) of a principal residence
for the Participant;
(iii)payment of tuition and related educational fees for the next 12
months of post-secondary education for the Participant, his or
her spouse, children or dependants; or
(iv) the need to prevent the eviction of the Participant from his or
her principal residence or foreclosure on the mortgage of the
Participant's principal residence.
Other types of expenses which the Internal Revenue Service deems
are immediate and heavy financial needs as set forth in the
publication of revenue rulings, notices and other documents of
general applicability shall be deemed to constitute an immediate
and heavy financial need for purposes of this Section 8.1.
The requirement that a hardship withdrawal must be necessary to satisfy an
immediate and heavy financial need will be met if the funds cannot be obtained
from other resources reasonably available to the Participant and the amount
distributed does not exceed the amount required to relieve the financial need.
Before a Participant can make a hardship withdrawal, he or she must first
withdraw all amounts in his or her After Tax Contribution Account, available for
withdrawal, and take out a loan on amounts in his or her Plan Accounts, if
available, under the provisions of Section 9. To the extent that a Participant
cannot access funds necessary to meet his or her immediate and heavy financial
need by a loan from his or her Plan Accounts or by a withdrawal of available
amounts in his or her After Tax Contribution Account, the Participant must do
(A) and (B) as follows:
(A) The Participant must furnish the Committee with a signed
statement representing that the required funds cannot be
obtained:
(i) through reimbursement or compensation by insurance;
(ii) by reasonable liquidation of the Participant's assets,
to the extent such liquidation would not itself cause
an immediate and heavy financial need; for this
purpose, the Participant's assets shall be deemed to
include those assets of the Participant's spouse and
minor children that are reasonably available to the
Participant;
(iii)by discontinuing his or her Salary Deferral
Contributions and After Tax Contributions to the Plan;
or
(iv) by borrowing from plans maintained by any other
employer or by borrowing from commercial sources on
reasonable commercial terms.
(B) The Participant must suspend all Salary Deferral
Contributions and After Tax Contributions to the Plan for at
least 12 months after receipt of the hardship withdrawal and
the amount of the Participant's Salary Deferral
Contributions for the calendar year after the year in which
the hardship withdrawal was received cannot exceed the
amount of the applicable limit on Salary Deferral
Contributions, as set forth in Section 4.2, less the amount
of the Participant's Salary Deferral Contributions made in
the year the hardship withdrawal was received.
A Participant shall notify the Committee in writing of his or her request
to make a hardship withdrawal on a form provided therefor pursuant to rules
established by the Committee. Hardship withdrawals shall also meet the following
requirements:
(i) No more than one hardship withdrawal per Plan Year
shall be permitted.
(ii) The minimum hardship withdrawal shall be $500.00.
(iii)The hardship withdrawal shall not exceed the amount of
the Participant's Salary Deferral Account, Rollover
Account, and the vested portion of his or her Matching
Account.
(iv) The amount of the hardship withdrawal shall be deducted
from the Participant's Salary Deferral Account,
Rollover Account and Matching Account, as the case may
be, and the balance remaining after the withdrawal
shall then constitute the total value of the
Participant's Salary Deferral Account, Rollover Account
and Matching Account. Hardship withdrawals shall first
be made from the Participant's Salary Deferral Account
and when that is exhausted, may be made from the
Rollover Account (until exhausted) and then from the
vested portion of the Matching Account in that order.
Such withdrawals shall be made from the Investment
Funds in Participant's Accounts as designated by the
Participant in writing to the Trustee/Recordkeeper. If
a Participant fails to provide such instructions, each
Account shall be charged proportionately based on the
foregoing sentences and on the status at the most
recent Revaluation Date with respect to the different
investments options in the Accounts elected pursuant to
Section 6.1.
(v) All hardship withdrawals shall be made in cash.
Conversion of Wyeth Common Stock to cash shall be done
in the manner described in Section 7.6.
(vi) All hardship withdrawals shall be paid in an amount
determined in the discretion of the Committee
(including amounts representing the amount of federal,
state and local taxes the Participant will incur as a
result of the withdrawal) in accordance with the
hardship withdrawal application submitted by the
Participant, based on the amount in the Participant's
Account as of the Revaluation Date after the Committee
makes its determination.
(vii)In addition to a Participant's written request for a
hardship withdrawal, the Participant must submit any
additional documentation that the Committee may
determine is necessary to evidence the nature and
extent of the immediate and heavy financial need.
8.2 Withdrawals of After Tax Contributions. A Participant can withdraw
amounts in his or her After Tax Contribution Account once a year, for any
reason, in accordance with the following requirements:
(i) such withdrawal request shall be made pursuant to
instructions transmitted by either telephonic or
electronic means from the Participant to the
Trustee/Recordkeeper,; pursuant to rules established by
the Committee;
(ii) a Participant may make withdrawals of After-Tax
Contributions once each calendar year, provided,
however, that each withdrawal must be made in a minimum
amount of at least $500;
(iii)all withdrawals shall be made from the investment
Funds in a Participant's After-Tax Contribution Account
as specified by the Participant in instructions sent in
accordance with subsection (i) above. If the
Participant fails to provide such instructions, such
withdrawals shall be charged proportionately to the
Participant's investment Funds in his or her After-Tax
Contributions Account as of the most recent Revaluation
Date; and
(iv) all withdrawals of amounts in the After Tax
Contribution Account shall be made in either cash or
Wyeth Common Stock, if applicable, as elected by the
Participant in accordance with subsection (i) above. If
the Participant fails to provide such instructions,
such withdrawals shall be in cash. Conversion of Wyeth
Common Stock to cash shall be done as soon as
practicable after the receipt of instructions from the
Participant.
8.3 Age 59 1/2 Withdrawal. Notwithstanding the provisions of Section 8.1, a
Participant who has attained age 59 1/2 may make a withdrawal from his or her
Salary Deferral Account, Rollover Account, and the vested portion of his or her
Matching Account once a calendar year for any reason without having to
demonstrate financial necessity. Such withdrawal shall be made in accordance
with instructions sent by the Participant to the Trustee/Recordkeeper by either
electronic or telephonic means in accordance with the rules set forth in Section
8.1 except for those provisions pertaining to the demonstration of an immediate
and heavy financial need, financial necessity and suspension of Salary Deferral
Contributions and After-Tax Contributions.
8.4 Withdrawals of Salary Deferral Contributions By Former Participants. A
Former Participant may withdraw amounts from his or her Account, for any reason,
if the following requirements are satisfied: (i) each withdrawal shall be made
pursuant to instructions sent by the Participant either electronically or
telephonically to the Trustee/Recordkeeper in accordance with procedures
established or approved by the Administrator; (ii) a Participant may make such a
withdrawal as frequently as he or she may desire, provided, however, that the
minimum amount of each withdrawal must be at least $1,000; (iii) each withdrawal
shall be made from the investment Funds in the Participant's Account as
specified by the Participant in instructions provided as described in subsection
(i) above. If a Participant fails to provide such instructions, the withdrawal
shall be charged proportionately to such Participant's investment Funds in his
or her Account as of the most recent Revaluation Date; and (iv) all withdrawals
from a Participant's Account shall be made in cash or Wyeth common stock, if
applicable, as elected by the Participant in instructions provided in accordance
with subsection (i) above. If no such election is made, all such withdrawals
will be made in cash.
SECTION 9
LOANS
9.1 Loans. A Participant may borrow no more than once every six months from
his or her Account under the Plan on terms specified by the Committee which are
consistent with the requirements of Section 72(p), 401(k) and 4975(d)(1) of the
Code, provided that:
(a) The minimum loan amount must be $1,000 and the aggregate amount
of all such loans to a Participant from this Plan shall not, at
the time any such loan is made, exceed the lesser of (i) $50,000
reduced by the excess (if any) of the highest outstanding balance
of loans from the Plan during the one (1) year period ending on
the day before the date on which such loan was made, over the
outstanding balance of loans from the Plan on the date on which
such loan was made, or (ii) fifty percent (50%) of the vested
portion of the Participant's Account Balance at the time of the
making of such loan. For purposes of this limitation, all loans
from all qualified plans maintained by the Employer or by any
entity which is required to be aggregated with the Employer
pursuant to Sections 414(b), (c), (m) or (o) must be aggregated.
If a loan is repaid and another loan taken out within six months, the
maximum loan amount cannot exceed the limits of section 72 (p) of the Code.
(b) A Participant must apply for a loan by submitting a loan
application authorized by the Committee. In order for a loan to
be approved, the Participant must sign a document evidencing the
loan request. A Participant who has applied for a home
purchase/construction loan will be required to submit an executed
copy of a purchase or construction agreement and a written
statement certifying that the home will be used as the
Participant's primary residence.
(c) For purposes of subsection 9.1(a), a Participant's Account
balance shall be valued as of a Revaluation Date immediately
prior to receipt of the Participant's loan application. Issuance
of the loan will be as soon as possible in the month in which a
loan application is approved.
(d) The maximum number of loans from the Plan which a Participant may
have outstanding at the same time are two general purpose loans
payable within five years and one loan to acquire or construct
any dwelling to be used as the principal residence of the
Participant payable within 15 years.
(e) Any loan, by its terms, must be required to be repaid within a
whole year term not exceeding five years, unless the loan is used
to acquire or construct any dwelling to be used (within a
reasonable time after the loan is made) as the principal
residence of the Participant, in which case the whole year term
can be from 1 to 15 years. Notwithstanding the foregoing, a loan
must be scheduled to be repaid by the end of the year in which
the Participant attains age 70 1/2.
(f) The amount of the loan (principal plus interest) must be repaid
through periodic deductions from the Participant's paycheck in
accordance with his or her payroll frequency. Besides payroll
frequency, the amount of the periodic deduction will be based
upon the amount of the loan, the term of the loan, and, unless
otherwise provided in Department of Treasury regulations, a
substantially level amortization of the loan over the term of the
loan. All amounts of loan repayments by the Participant shall be
deposited into the investment accounts elected by the Participant
in accordance with Section 6.1 in effect at the time the
repayments were made. Repayments will begin with the first
paycheck received in the month following the date the loan check
is received by the Participant or as soon as practicable
thereafter. Repayments will be deposited into the Participant's
Account in the following order to the extent that money was
borrowed from the Account: (1) After Tax Contribution Account,
(2) Company Matching Account, (3) Rollover Account, and (4)
Salary Deferral Account.
(g) If a Participant terminates employment with the Employer due to
resignation, discharge, retirement or death and the loan has not
been repaid with interest as is required by the Plan or the loan
is otherwise in default the remaining unpaid balance is due and
payable. Such Participant's Account shall be reduced to the
extent of the outstanding loan provided that the Participant has
consented to the immediate distribution of his or her Account
balance. If such Participant defers receipt of his or her
distribution, he or she is required to repay the loan in full.
(h) The loan funds will be charged against each of the Participant's
investment options in the Participant's Accounts as specified by
the Participant in instructions transmitted by either electronic
or telephonic means by the Participant to the
Trustee/Recordkeeper. If instructions are not provided by a
Participant, the loan funds shall be charged ratably against each
of the Participant's investment options within each of his or her
Accounts.
(i) Loan funds shall be charged first to the Salary Deferral Account
and then, to the extent necessary, to the Rollover Account, to
the Matching Account, and to the After Tax Contribution Account,
in that order.
(j) The interest rate charged for the term of a loan from the Plan
will be provided such rate provides a return commensurate with
the interest rates charged by persons in the business of lending
money for loans which would be made under similar circumstances,
or such other rate as permitted by government regulations or
releases. Interest begins to accrue when payments are scheduled
to commence.
(k) A loan can be prepaid in full as early as six months into the
loan prepayment period upon Committee approval. Partial
prepayments are not permitted.
(l) The loan will be declared in default if the Participant rescinds
his or her payroll authorization deduction, or if the Participant
is on an unpaid leave of absence or temporary layoff and there is
a suspension of repayments beyond the end of the quarter
following the quarter in which the repayment was due or the loan
term and alternative repayment arrangements cannot be arranged.
Upon default, if the loan is not repaid when called, the
Committee may cancel the loan and treat the outstanding balance
as a taxable withdrawal from the Plan.
(m) The loan program under the Plan shall be administered by the
Committee in a uniform and nondiscriminatory manner. The
Committee may provide for an overall limit on the amount of loans
that may be provided by the Plan at any one time and shall
establish the appropriate and reasonable security and interest
rates on such loans.
The Committee shall have sole discretion (i) to determine which
Participants are entitled to receive a loan, (ii) to determine under what
conditions a loan shall be granted, (iii) to determine what the terms of the
loan, promissory note and security agreement are, (iv) to determine when a loan
is in default and what course of action to take, and (v) to determine other
questions which arise under this Section 9, provided that such discretion shall
be exercised in accordance with the requirements of law.
SECTION 10
LIMITATIONS ON ANNUAL ADDITIONS
10.1 Basic Limitation. Subject to the adjustments hereinafter set forth,
the maximum aggregate Annual Addition to a Participant's Account in any
Limitation Year shall in no event exceed the lesser of:
(a) $30,000 (or such greater amount as may be permitted under Section
415(d) of the Code; or
(b) twenty-five percent (25%) of the amount of Participant's
compensation for the Limitation Year. For purposes of this
Section 10, compensation shall mean compensation as defined under
the safe-harbor definition of compensation under Regulation
Section 1.415-2(d)(10). Beginning with the Plan Year commencing
on January 1, 1994, for purposes of this Section 10, compensation
of any Participant shall not exceed the OBRA '93 Compensation
which shall equal $150,000 multiplied by any cost of living
factor prescribed by the Secretary of the Treasury under Section
401(a)(17)(B) of the Code.
Effective for Plan Years beginning on and after January 1, 2002,
compensation shall be limited as provided under Section 401(a)(17) of the Code
as amended from time to time. For purposes of this Section, for Plan Years
beginning on and after January 1, 2001, compensation paid or made available
during such Plan Year shall include elective amounts that are not includible in
the gross income of the Employee by reason of Section 132(f)(4) of the Code.
10.2 Definitions.
(a) For purposes of this Section 10 the term "Annual Addition" shall
mean the sum for any Limitation Year of the following amounts:
(1) Salary Deferral Contributions;
(2) Matching Contributions;
(3) After Tax Contributions;
(4) Forfeitures arising from termination of employment if
allocated to the Accounts of Participants; and
(5) Any amount described in Sections 415(l)(1) and 419A(d)(2) of
the Code.
(b) For purposes of this Section 10 and Section 11, the term
"Limitation Year" or "year" means the calendar year.
10.3 Limitation for Participants in a Combination of Plans. Notwithstanding
the foregoing, in the case of an Employee who participates in this Plan and a
defined benefit plan which meets the requirements of section 401(a) of the Code
maintained by an Employer, the sum of the defined benefit plan fraction and the
defined contribution plan fraction for any year shall not exceed 1.0. The
foregoing limitation shall not apply for Plan Years beginning after December 31,
1999.
(a) The term "defined benefit plan fraction" shall mean the projected
annual benefit payable under the defined benefit plan, without
regard to the restrictions imposed by section 415 of the Code,
over the annual benefit which may be payable under such plan,
taking into account such restrictions, but increased as provided
in Section 415 (e) (2) (B) of the Code.
(b) The term "defined contribution plan fraction" shall mean the
actual aggregate Annual Additions, as herein defined, to this
Plan determined as of the close of the year, over the aggregate
of the maximum Annual Additions which could have been made for
each year of the Participant's service had such Annual Additions
been limited each such year to the maximum Annual Additions
permitted under Section 415 of the Code, but increased as
provided by Section 415(e) (3) of the Code, and taking into
account the transition rules for years ending prior to January 1,
1983, prescribed under Section 415 of the Code and under ERISA.
Effective as of the first day of the first Limitation Year
commencing after December 31, 1999, and notwithstanding any other
provision of the Plan, the benefit for any Participant shall be
determined by applying the limitations of section 415 of the Code
without regard to the limitations of section 415(e).
10.4 Treatment of Similar Plans. The limitations of this Section with
respect to any Participant who at any time has participated in any other defined
contribution plan which is qualified under Section 401(a) of the Code, or in
more than one qualified defined benefit plan, maintained by an Employer or by a
corporation which is a member of a controlled group of corporations (within the
meaning of Section 1563(a) (determined without regard to Section 1563(a)(4) and
(e)(3)(C), and Section 415(h) of the Code) of which an Employer is a member
shall apply as if the total benefits payable under all such defined benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the Participant has been a member were made to one plan. For purposes of this
Section 10, the term "Employer" includes any corporation which is a member of a
controlled group, as described herein.
10.5 Preclusion of Excess Annual Additions. The Committee shall maintain
records showing for each month during the Limitation Year a Participant's
contributions credited to the Participant's Account, (including for this
purpose, the forfeitures used to reduce such contributions). If the Committee
determines at any time that no additional contributions may be made and credited
to the Participant's Account during a year without exceeding the limitations
prescribed in this Section 10 for the year, then no further contributions shall
be made or credited to the Participant's Account during the year. If a portion,
but not all, of the contributions which are scheduled to be made and credited to
the Participant's Account during the year or the remainder of the year may be
made and credited without exceeding the limitations prescribed hereunder, the
Participant's contributions shall be reduced to such amount which shall cause
the limitations to be met.
10.6 Adjustment to Defined Benefit Plan. Notwithstanding the provisions of
Section 10.5, but after giving effect to the transition rule described in
Section 415(e)(6) of the Code, in the event that the limitations prescribed
under Section 10.4 are exceeded with respect to any Participant who participates
in this Plan and a qualified defined benefit plan maintained by an Employer, the
Employer shall freeze or reduce the benefits under the defined benefit plan
prior to making any adjustments under this Plan. The limitations of this Section
with respect to any Participant who at any time has participated in any other
defined contribution plan which is qualified under Section 401(a) of the Code,
or in more than one qualified defined benefit plan, maintained by an Employer or
by a corporation which is a member of a controlled group of corporations (within
the meaning of Section 1563(a) (determined without regard to Section 1563(a)(4)
and (e)(3)(C), and Section 415(h) of the Code) of which an Employer is a member
shall apply as if the total benefits payable under all such defined benefit
plans in which the Participant has been a member were payable from one plan, and
as if the total Annual Additions made to all defined contribution plans in which
the Participant has been a member were made to one plan. For purposes of this
Section 10, the term "Employer" includes any corporation which is a member of a
controlled group, as described herein. Effective as of the first day of the
first Limitation Year commencing after December 31, 1999, and notwithstanding
any other provision of the Plan, the benefit for any Participant shall be
determined by applying the limitation of Section 415 of the Code without regard
to the limitations of Section 415(e) of the Code.
10.7 Disposal of Excess Annual Additions. In the event that,
notwithstanding Section 10.5 hereof, the limitations with respect to Annual
Additions prescribed hereunder are exceeded with respect to any Participant and
such excess arises as a consequence of the crediting of forfeitures to the
Participant's Account or a reasonable error in estimating the Participant's
Compensation, such excess shall be disposed of by returning to the Participant
Contributions to his or her Accounts if any, for the year in which the excess
arose, and the earnings thereon, but only to the extent necessary to cause the
Annual Additions to the Participant's Account to equal, but not exceed, the
limitations prescribed hereunder. In the event that after such contributions and
earnings are returned there remains an excess, such excess shall be held in a
suspense account and reallocated among the Accounts of all Participants in the
Limitation Year succeeding the year in which the excess arose.
SECTION 11
TOP HEAVY PLAN RULES
11.1 General Rule. The Plan shall meet the requirements of this Section 11
in the event that the Plan is or becomes a Top-Heavy Plan.
11.2 Top-Heavy Plan.
(a) Subject to the aggregation rules set forth in paragraph (b), the
Plan shall be considered a Top-Heavy Plan pursuant to Section
416(g) of the Code in any Plan Year if, as of the Determination
Date, the present value of the cumulative Accounts of all Key
Employees exceeds sixty percent (60%) of the value of the
cumulative accounts of all of the Employees as of such Date,
excluding former Key Employees and excluding any Employee who has
not received Compensation from the Employer during the five (5)
consecutive Plan Year period ending on the Determination Date,
but taking into account in computing the ratio any distributions
made during the five (5) consecutive Plan Year period ending on
the Determination Date. For purposes of the above ratio, the
Account of a Key Employee shall be counted only once each Plan
year, notwithstanding the fact that an individual may be
considered a Key Employee for more than one reason in any Plan
Year.
(b) Aggregation and Coordination with Other Plans. For purposes of
determining whether the Plan is a Top-Heavy Plan and for purposes
of meeting the requirements of this Section 11, the Plan shall be
aggregated and coordinated with other qualified plans in a
Required Aggregation Group and may be aggregated or coordinated
with other qualified plans in a Permissive Aggregation Group. If
such Required Aggregation Group is Top-Heavy, this Plan shall be
considered a Top-Heavy Plan. If such Permissive Aggregation Group
is not Top-Heavy, this Plan shall not be a Top-Heavy Plan.
Solely for purposes of determining if the Plan, or any other plan included
in a required aggregation group of which this Plan is a part, is Top-Heavy the
accrued benefit of a Non-Key Employee shall be determined under (a) the method,
if any, that uniformly applies for accrual purposes under all plans maintained
by an Affiliated Employer, or (b) if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.
11.3 Definitions. For the purpose of determining whether the Plan is
Top-Heavy, the following definitions shall be applicable:
(a) Determination and Valuation Dates. The term "Determination Date"
shall mean, in the case of any Plan Year, the last day of the
preceding Plan Year. The value of an individual's Account shall
be determined as of the Valuation Date and shall include any
contribution actually made after such Valuation Date but on or
before the Determination Date. The term "Valuation Date" means
the most recent Revaluation Date defined in Section 2.26
occurring within a twelve (12) month period ending on the
Determination Date.
(b) Key Employee. An individual shall be considered a Key Employee if
he or she is an Employee or former Employee who at any time
during the current Plan Year or any of the four (4) preceding
Plan Years:
(1) was an officer of the Employer who has annual compensation
in excess of 50% of the amount in effect under Section
415(b)(1)(A) of the Code; provided, however that the number
of individuals treated as Key Employees by reasons of being
officers hereunder shall not exceed the lesser of 50 or 10%
of all Employees, or
(2) was one of the ten (10) Employees owning the largest
interests in the Employer with annual Compensation in excess
of the dollar limit on Annual Additions to a defined
contribution plan under Section 415 of the Code, or
(3) was a more than five percent (5%) owner of the Employer; or
(4) was a more than one percent (1%) owner of the Employer whose
annual compensation from the Employer in the applicable Plan
year exceeded $150,000.
For purposes of determining who is a Key Employee, ownership shall mean
ownership of the outstanding stock of the Employer or of the total combined
voting power of all stock of the Employer, taking into account the constructive
ownership rules of Section 318 of the Code, as modified by Section 416 (i) (1)
of the Code.
For purposes of paragraph (1) but not for purposes of (2), (3) and (4),
except for purposes of determining compensation under (4), the term "Employer"
shall include any entity aggregated with an Employer pursuant to Section 414
(b), (c) or (m) of the Code.
For purposes of paragraph (2), an Employee (or former Employee) who has
some ownership interest is considered to be one of the top ten (10) owners
unless at least ten (10) other Employees (or former Employees) own a greater
interest than such Employee (or former Employee); provided that if an Employee
has the same ownership interest as another Employee, the Employee having greater
annual compensation from the Employer is considered to have the larger ownership
interest.
(c) Non-Key Employee. The term "Non-Key Employee" shall mean any
Employee who is a Participant and who is not a Key Employee.
(d) Beneficiary. Whenever the term "Key Employee", "former Key
Employee", or "Non-Key Employee" is used herein, it includes the
beneficiary or beneficiaries of such individual. If an individual
is a Key Employee by reason of the foregoing sentence as well as
a Key Employee in his or her own right, both the value of his or
her inherited benefit and the value of his or her own account
will be considered his or her account for purposes of determining
whether the Plan is a Top-Heavy Plan.
(e) Compensation and Compensation Limitation. For purposes of this
Section 11, except as otherwise specifically provided, the term
"Compensation" has the same meaning as in Subsection 10.1 (b).
(f) Required Aggregation Group. The term "Required Aggregation Group"
shall mean all other qualified defined benefit and defined
contribution plans maintained by the Employer and in which a Key
Employee participates, and each other plan of the Employer which
enables any plan in which a Key Employee participates to meet the
requirements of Sections 401(a) (4) or 410 of the Code.
(g) Permissive Aggregation Group. The term "Permissive Aggregation
Group" shall mean all other qualified defined benefit and defined
contribution plans maintained by the Employer that meet the
requirements of Sections 401(a)(4) and 410 of the Code when
considered with a Required Aggregation Group.
11.4 Requirements Applicable if Plan is Top-Heavy. In the event the Plan is
determined to be Top-Heavy for any Plan Year, the following requirements shall
be applicable.
(a) Minimum Allocation
(1) In the case of a Non-Key Employee who is covered under this
Plan but does not participate in any qualified defined
benefit plan maintained by the Employer, the Minimum
Allocation of contributions plus forfeitures allocated to
the Account of each such Non-Key Employee who has not
separated from service at the end of a Plan Year in which
the Plan is Top-Heavy shall equal the lesser of three
percent (3%) of compensation for such Plan Year or the
largest percentage of compensation provided on behalf of any
Key Employee for such Plan Year (including any Salary
Deferral Contributions). The Minimum Allocation provided
hereunder may not be suspended or forfeited under Sections
411(a)(3)(B) or 411(a)(3)(D) of the Code. The Minimum
Allocation shall be made for a Non-Key Employee for each
Plan Year in which the Plan is Top-Heavy, regardless of the
Non-Key Employee's level of compensation, even if he or she
has not completed a Year of Service in such Plan Year or if
he or she has declined to elect to make Salary Deferral
Contributions or After-Tax Contributions, provided, however,
in order to receive such Minimum Allocation, the Non-Key
Employee must not have Separated From Service before the end
of the Plan Year for which the Plan is found to be
Top-Heavy.
(2) A Non-Key Employee who is covered under this Plan and under
a qualified defined benefit plan maintained by the Employer
shall not be entitled to the Minimum Allocation under this
Plan but shall receive the minimum benefit provided under
the terms of the qualified defined benefit plan.
(b) Top Heavy Vesting Schedule. Unless the Plan's vesting is more
favorable, Non-Key Employee whose employment is terminated after
the completion of 2 or more Years of Service shall be entitled to
receive his or her vested interest in the value of the Employer
Contributions credited to his or her account determined in
accordance with the following schedule:
Years of Service Vested Percentage
2 20%
3 40%
4 60%
5 80%
6 100%
The vesting schedule under this paragraph (b) shall apply to a Non-Key
Employee's interest in the value of the Employer Contributions credited to his
or her Account under the Plan before or while the Plan is a Top-Heavy Plan. A
Non-Key Employee is at all times one hundred percent (100%) vested in the full
value of his or her Account attributable to his or her Salary Deferral
Contributions and Employee Contributions to the Plan.
(c) Vesting Percentage. In the event that the Plan previously was a
Top-Heavy Plan but subsequently is not a Top-Heavy Plan, the
vesting schedule under paragraph (b) shall be changed to the
vesting schedule provided under Section 4.4, provided, however,
that any Non-Key Employee who has completed at least 3 or more
Years of Service and who had at least one Hour of Service while
the Plan was a Top Heavy Plan, shall be entitled to elect, within
a reasonable period, which of the above two vesting schedules is
applicable to his or her benefit.
(d) Limitations on Annual Additions and Benefits. For purposes of
computing the defined benefit plan fraction and defined
contribution plan fraction as set forth in Sections 415(e)(2)(B)
and 415(e)(3)(B) of the Code, the dollar limitations on benefits
and annual additions applicable to a Limitation Year shall be
multiplied by 1.0 rather than by 1.25.
(e) Limitation on Compensation. The annual compensation of a Key
Employee taken into account under the Plan shall not exceed the
limitation on compensation as provided in Section 401(a)(17) of
the Code, as may be adjusted for increases in the cost of living
pursuant to regulations issued under Section 415 of the Code.
SECTION 12
ADMINISTRATION
12.1 Savings Plan Committee. This Plan shall be administered by the Savings
Plan Committee. No member of the Committee shall receive any compensation from
the Trust Fund for his or her service thereon. The Committee shall be the
"Administrator" of the Plan for purposes of Section 3(16)(A) of ERISA and the
"Named Fiduciary" of the Plan pursuant to Section 402(a) of ERISA. The Committee
may delegate various duties and responsibilities to one or more employees or
agents as set forth herein. In carrying out their respective responsibilities
under the Plan, the Committee and other Plan fiduciaries shall have the
discretionary authority to interpret the terms of the Plan and to determine
eligibility for an entitlement to Plan benefits in accordance with the terms of
the Plan. Any interpretation or determination made pursuant to such
discretionary authority shall be given full force and effect, unless it can be
shown that the interpretation or determination was arbitrary and capricious.
12.2 Power and Duties of the Committee.
(a) The Committee shall have the following powers and duties:
(i) To establish and enforce such rules, regulations and
procedures as it shall deem necessary or proper for the
efficient administration of the Plan;
(ii) To interpret the Plan, its interpretation thereof in good
faith to be final and conclusive;
(iii)To decide all questions concerning the Plan and the
eligibility of any Employee to participate in the Plan;
(iv) To compute the amount of benefits which shall be payable to
any Participant, in accordance with the provisions of the
Plan, and to determine the person or persons to whom such
benefits shall be paid; and
(v) To authorize the payment of benefits.
(b) In the exercise of all of its functions, the Committee shall act
in an impartial and nondiscriminatory manner.
(c) The Committee shall act by a majority of its members and the
action of a majority of the Committee without a meeting which is
duly recorded or otherwise appropriately documented shall be the
action of the Committee.
12.3 Claims Procedure. The Committee shall provide adequate notice in
writing to any Participant or to any Beneficiary ("Claimant") whose claim for
benefits under the Plan the Committee has denied within 90 days after the claim
was received. The Committee's notice to the Claimant shall set forth:
(a) The specific reason for the denial;
(b) Specific references to pertinent Plan provisions on which the
Committee based its denial;
(c) A description of any additional material and information that is
needed; and
(d) That any appeal the Claimant wishes to make of the adverse
determination must be in writing to the Committee within sixty
(60) days after receipt of the Committee's notice of denial of
benefits. The Committee's notice must further advise the Claimant
that his or her failure to appeal the action to the Committee in
writing within the sixty (60) day period will render the
Committee's determination final, binding and conclusive.
Such notice shall be forwarded to the Claimant within 90 days of the
Committee's receipt of the claim; provided, however, that in special
circumstances the Committee may extend the response period for up to an
additional 90 days, in which event it shall notify the Claimant in writing of
the extension, and shall specify the reason(s) for the extension.
If the Claimant should appeal to the Committee, he or she, or his or her
duly authorized representative, may submit, in writing, whatever issues and
comments he or she or his or her duly authorized representative feels are
pertinent. The Claimant, or his or her duly authorized representative, may
review pertinent Plan documents. The Committee shall reexamine all facts to the
appeal and make a final determination as to whether the denial of benefits is
justified under the circumstances. The Committee shall advise the Claimant of
its decision within sixty (60) days of the Claimant's written request for
review, unless special circumstances (such as a hearing) would make the
rendering of a decision within the sixty (60) day limit unfeasible, but in no
event shall the Committee render a decision respecting a denial for a claim for
benefits later than one hundred twenty (120) days after its receipt of a request
for review.
The Committee's notice of denial of benefits shall identify the name and
address of the Committee to whom the Claimant may forward his or her appeal.
12.4 Records Management. The Committee shall designate in its sole
discretion a firm or organization to maintain the required records and reports
of the Plan. The Company shall pay all expenses of such firm or organization.
SECTION 13
TRUST
13.1 Trust Fund.
(a) A Trust Fund has been established into which shall be paid the
contributions to the Accounts which shall be held in separate
subaccounts. At no time prior to the satisfaction of all
liabilities under this Plan with respect to Participants, Former
Participants, and beneficiaries of Participants, shall any part
of the corpus or income of the Trust Fund be used for or diverted
to any purpose other than for their exclusive benefit, except as
stated in Section 16. No person shall have any financial interest
in or right to the Trust Fund or any part thereof, except as
expressly provided for in this Plan and a Participant's interest
may not be assigned or alienated by act of the Participant or by
operation of law, except as provided in Section 16.
(b) Each Participant or Former Participant or other person who shall
claim the right to any payment under the Plan shall be entitled
to look only to the Trust Fund for such payment. No liability for
the payment of benefits under the Plan shall be imposed upon the
Company, an Affiliate, the Committee, or the officers, directors,
or stockholders of any such entity.
13.2 Administrative Expenses. The reasonable expenses of administering the
Plan, as determined by the Administrator, shall be payable from the Trust
maintained for the Plan, except to the extent that the Employer, in its
discretion, pays the expenses directly.
SECTION 14
FIDUCIARY RESPONSIBILITY
14.1 Conduct. Each fiduciary shall discharge his or her duties with respect
to the Plan and Trust Agreement solely in the interest of the Participants,
Former Participants, and beneficiaries of Participants for the exclusive purpose
of providing benefits to Participants, Former Participants, and their
beneficiaries, and defraying reasonable expenses of administering the Plan and
Trust Fund with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims, and in accordance with this Plan and any other documents or
instruments governing the Plan and Trust Fund. A fiduciary who complies with the
foregoing standards shall not be liable for any loss, action or omission
hereunder.
14.2 Allocation and Delegation of Responsibilities. Plan Fiduciaries may
allocate the responsibilities, obligations and duties granted to them for the
operation and administration of the Plan and Trust Agreement among themselves.
Any Plan Fiduciary may designate other individuals, corporations or other
entities, who are not Plan Fiduciaries, to carry out such Plan Fiduciary's
responsibilities, obligations and duties with respect to the Plan and Trust
Agreement, except to the extent that ERISA prohibits such delegation of
authority and discretion. Such allocations and delegations may be revoked or
modified at any time and any such allocation, delegation, revocation or
modification shall be made by written instruments signed by the Plan Fiduciary,
if an individual, or in the case of other entities who are Plan Fiduciaries, in
accordance with the procedures governing the functions of such entity, and a
written record shall be kept thereof.
14.3 Co-Fiduciary Responsibility. A Plan Fiduciary or any individual,
corporation or other entity employed or appointed by a Plan Fiduciary to serve
in a fiduciary capacity with respect to the Plan or Trust Fund shall be solely
responsible for the responsibilities, obligations or duties allocated or
delegated to it, whether under this Plan and Trust Agreement or under the terms
and conditions of employment or appointment. No person to whom such
responsibilities, obligations or duties have not been allocated or delegated
shall be responsible with respect to any action directed, taken or omitted by
the Plan Fiduciary or individual, corporation or other entity serving in a
fiduciary capacity to whom such responsibilities, obligations or duties have
been allocated or delegated unless he or she participates knowingly in, or
knowingly undertakes to conceal, an act or omission of such other Plan Fiduciary
or individual, corporation or entity, knowing such act or omission is a breach
of fiduciary responsibility or, if he or she has knowledge of a breach, he or
she fails to make reasonable efforts under the circumstances to remedy the
breach.
14.4 Duties of Fiduciaries With Respect to Investments. The Trustee shall
have primary responsibility for investment of the assets of the Trust Fund which
it administers unless the Company shall either:
(a) Allocate control and management of all or any portion of the
Trust assets to an Investment Manager, or
(b) Notify the Trustee that the Committee shall direct the Trustee in
the investment of all or any portion of the Trust Fund.
If the Company appoints an Investment Manager pursuant to the foregoing,
such Investment Manager shall be an investment adviser registered under the
Investment Advisers Act of 1940, a bank as defined in such Act, or an insurance
company which is qualified to manage the assets of employee benefit plans under
the laws of more than one state. An Investment Manager shall acknowledge in
writing its appointment as a Plan Fiduciary hereof, and shall serve until a
proper resignation is received by the Company, or until it is removed or
replaced by the Company.
The Company, the Affiliates, the Committee and the Trustee shall be under
no duty to question the direction or lack of direction of any Investment
Manager, but shall act and shall be fully protected in acting, in accordance
with each such direction. An Investment Manager shall have sole investment
responsibility for that portion of the Trust assets which it has been appointed
to manage, and no other Plan Fiduciary or any Trustee shall have any
responsibility for the investment of any such assets, the management of which
has been delegated to an Investment Manager, or liability for any loss to or
diminution in value of such Trust assets resulting from any action directed,
taken or omitted by an Investment Manager.
If the Company notifies the Trustee that the Committee will direct the
Trustee in the investment of all or any portion of the Trust Fund, the Trustee
shall be subject to proper directions of the Committee, which are made in
accordance with the terms of the Plan and which are not contrary to the
provisions of Title I of ERISA. The Trustee shall be fully protected in acting
in accordance with each such direction. No other Plan Fiduciary shall have any
responsibility for the investment of any asset of the Trust Fund, the direction
of which is given to the Committee, or liability for any loss to or diminution
in value of such Trust Fund resulting from any action taken or omitted by the
Trustee in accordance with such direction.
SECTION 15
AMENDMENT, TERMINATION, AND MERGER
15.1 Right to Amend or Terminate the Plan. It is the intention of the
Company to continue this Plan indefinitely and to make such contributions as may
be required hereunder regularly each year. Nevertheless, subject to the
provisions hereinafter set forth, the Board of Directors of the Company reserves
the right at any time or from time to time to amend, alter or discontinue the
Plan in whole or in part. The Retirement Committee of the Company shall have the
right to alter or amend the Plan if such action is necessary or desirable and is
(1) required by law, agreed to through collective bargaining or is appropriate
to maintain the tax-qualified status of the Plan, or (2) is estimated not to
result in a cost increase to the Company in excess of five (5) percent,
provided, however, that no amendment or alterations shall be made which:
(a) shall adversely affect any right or obligations of any
Participant with respect to any contributions made hereto;
(b) permits any funds paid to the Trustee to revert to the Company;
or
(c) provides for the use of the assets of the Plan, or any part
thereof other than for the exclusive benefit of Participants,
former Participants or their Beneficiaries or paying the
reasonable expenses of administering the Plan.
(d) will deprive any Participant, Former Participant or his or her
beneficiary, without his or her consent, of any benefit
theretofore accrued to him or her under the Plan.
(e) will, except as provided in Section 16, violate Section 15.1. Any
amendment of the Plan may be made, retroactively if necessary,
which the Company deems necessary or appropriate to conform the
Plan to, or to satisfy the conditions of, ERISA, the Code, or any
other law, governmental regulations or rulings.
15.2 Termination of the Plan. In the event of the complete termination of
the Plan or upon complete discontinuance of contributions under the Plan, the
interest of all Participants in their Account Balances under the Plan to the
date of termination of the Plan, shall be fully vested and nonforfeitable. In
the event of the partial termination of the Plan, the affected interests of the
affected Participants shall be fully vested and nonforfeitable.
15.3 Merger, Consolidation or Transfer. In the case of a merger or
consolidation of the Plan with, or transfer of assets or liabilities of the
Trust Fund to, any other plan or trust, the terms of the merger, consolidation
or transfer shall be such that the benefits to which a Participant is entitled
immediately after the merger, consolidation or transfer shall be equal to or
greater than the benefit to which the Participant is entitled immediately prior
to the merger, consolidation or transfer. For purposes of this Section, the
benefit to which a Participant is entitled shall be determined on the assumption
that the Plan had terminated on the day such determination is made.
SECTION 16
NONALIENATION OF BENEFITS EXCEPT FOR
QUALIFIED DOMESTIC RELATIONS ORDERS
Benefits provided under the Plan may not be assigned or alienated or
otherwise subject in any manner to anticipation, sale, transfer, pledge,
garnishment, encumbrance or charge except in the case of a Qualified Domestic
Relations Order as defined in this Section 16. The Plan shall establish
procedures to determine that the requirements of Section 414(p) of the Code are
met with respect to Qualified Domestic Relations Orders. For purposes of this
Section 16, a Qualified Domestic Relations Order must meet the following
requirements of (a) and (b) set forth below.
(a) A Qualified Domestic Relations Order consists of any judgment,
decree, or order (including approval of a property settlement
agreement) which relates to the provision of child support,
alimony payments, or marital property rights of a spouse, child,
or other dependent and is made pursuant to a State domestic
relations law (including a community property law) and which
creates or recognizes the existence of an alternate payee's right
to, or assigns to an alternate payee the right to, receive all or
a portion of the benefits payable with respect to a Participant
under the Plan.
(b) A Qualified Domestic Relations Order must also meet the following
conditions:
(i) Such Order must clearly specify the name and the last known
mailing address (if any) of the Participant and the name and
mailing address of each alternate payee covered by the
Order.
(ii) Such Order must clearly specify the amount or percentage of
the Participant's benefits to be paid by the Plan to each
such alternative payee, or the manner in which such amount
or percentage is to be determined.
(iii)Such Order must clearly specify the number of payments or
period to which such Order applies and the name of the Plan.
(iv) Such Order shall not require the Plan to provide any type or
form of benefit, or any option, not otherwise provided under
the Plan.
(v) Such Order shall not require the Plan to provide increased
benefits (determined on the basis of actuarial value).
(vi) Such Order shall not require the payment of benefits to an
alternate payee which are required to be paid to another
alternate payee under another Order previously determined to
be a Qualified Domestic Relations Order.
This Section 16 shall be construed in accordance with Section 414(p) of the
Code and regulations issued thereunder.
After an Order has been found to meet the conditions for a Qualified
Domestic Relations Order, the Administrator of the Plan may make payments to the
alternate payee who has been assigned a right to benefits payable with respect
to a Participant under the Plan as soon as administratively feasible in
accordance with the terms of the Qualified Domestic Relations Order.
SECTION 17
MISCELLANEOUS PROVISIONS
17.1 Plan Not a Contract of Employment. Nothing in the Plan shall give any
Employee the right to be retained in the employ of the Company or any Affiliate;
all Employees shall remain subject to discharge, discipline or lay-off to the
same extent as if the Plan had not been put into effect.
17.2 Gender and Number. Wherever appropriate, the masculine pronoun as used
herein shall mean the feminine, and the singular, the plural.
17.3 Governing Law. The Plan shall be governed in accordance with the laws
of the State of New York except to the extent superseded by ERISA.
17.4 Records and Reports. The Committee or its designee shall exercise
appropriate authority to comply with ERISA relating to records and reports to
Participants and appropriate governmental agencies, including annual
notification to Participants of their Account balances, and annual registration
of the Plan.
17.5 Wyeth Common Stock. The Trustee shall vote Wyeth Common Stock
represented by the units it holds in the Wyeth Common Stock Fund in accordance
with the instructions received from the Participant and if no instructions are
received such stock shall not be voted.
17.6 Communications. For all purposes under the Plan, any reference to the
written form shall also include any telephonic or electronic form as approved by
the Committee.
SECTION 18
TREATMENT OF RETURNING VETERANS
18.1 Applicability and Effective Date. Notwithstanding any other provisions
of the Plan, the rights of any Returning Veteran who resumes employment with the
Company on or after December 12, 1994 shall be modified as set forth in this
Section.
18.2 Definitions. For purposes of this Section 18, the terms defined herein
shall have the following meanings:
(a) "Qualified Military Service" means any service (either
voluntary or involuntary) by an individual in the Uniformed
Services if such individual is entitled to reemployment
rights with the Company with respect to such service.
(b) "Returning Veteran" means a former Employee who, on or after
December 12, 1994, returns from Qualified Military Service
to employment with the Company within the period of time
during which his or her reemployment rights are protected by
law.
(c) "Uniformed Services" means the Armed Forces, the Army
National Guard and Air National Guard (when engaged in
active duty for training, inactive duty training, or
full-time National Guard duty), the commissioned corps of
the Public Health Service, and any other category of persons
designated by the President of the Untied States in time of
war or emergency.
18.3 Eligibility to Participate. For purposes of Section 3 of the Plan:
(a) A Returning Veteran who was an Employee eligible to
participate in the Plan immediately prior to his or her
Qualified Military Service shall be deemed to have remained
an eligible Employee throughout his or her Qualified
Military Service.
(b) A Returning Veteran who would have become a Participant in
the Plan during the period of his or her Qualified Military
Service but for the resulting absence from employment, shall
be deemed to have become a Participant as of the date when
he or she would have become a Participant if he or she had
not entered into Qualified Military Service.
18.4 No Break in Service. A Returning Veteran shall be deemed not to have
incurred any break in service on account of his or her Qualified Military
Service.
18.5 Vesting Credit. A Returning Veteran's Years of Service for vesting
purposes shall be determined under Section 4.4, except that with respect to any
period of Qualified Military Service, he or she shall be credited with the Hours
of Service with which he or she would have been credited had he or she remained
an Employee during such period.
18.6 Restoration of Salary Deferral Contributions and After-Tax
Contributions.
(a) Each Returning Veteran who, during his or her period of Qualified
Military Service would have been eligible to make Salary Deferral
Contributions and After-Tax Contributions, shall be permitted to
contribute an amount equal to the amount of Salary Deferral
Contributions and After-Tax Contributions that the Employee could
have made during such absence from employment. Such "make-up"
contributions shall be made during the period that begins with
the Employee's reemployment by the Employer and ends with:
(i) the expiration of a period of five years, or
(ii) if shorter, a period equal to three times the period of
Qualified Military Service.
(b) Any make-up contributions described in Subsection (a) hereof
shall be made in addition to those Salary Deferral Contributions
After-Tax Contributions that the Participant may elect to make
after his or her reemployment pursuant to Section 4.1.
18.7 Determination of Covered Compensation. For purposes of determining the
amount of any make-up contributions under this Section 18, and for applying the
limits of Section 10, a Participant's Covered Compensation during any period of
Qualified Military Service shall be deemed to equal either:
(a) the Covered Compensation the Participant would have received but
for such Qualified Military Service, based on the rate of pay he
or she would have received from the Company; or
(b) if the amount described in (a) above is not reasonably certain,
the Participant's average Covered Compensation from a
participating Company during the 12-month period immediately
preceding the Qualified Military Service (or, if shorter, the
period of employment immediately preceding the Qualified Military
Service). Such amount shall be adjusted as necessary to reflect
the length of the Participant's Qualified Military Service.
18.8 Restoration of Matching Contributions. If a Returning Veteran
contributes "make-up" Salary Deferral Contributions After-Tax Contributions
pursuant to Section 18.6, the Company shall contribute on his or her behalf the
related Matching Contributions that it would have made under Sections 4.5 and
4.6 if such Salary Deferral Contributions After-Tax Contributions had been made
in the year to which they relate. Such Matching Contributions shall not include
the earnings that would have accrued on such amount or any forfeitures that
would have been allocated to the Returning Veteran's Account during the period
of Qualified Military Service.
18.9 Application of Certain Limitations.
(a) For purposes of applying the limitations of Sections 4.9 and
4.10, any make-up contributions described in Section 18.6, and
any related Matching Contributions described in Section 18.8,
shall be treated as contributions for the Plan Year to which they
relate, rather than the Plan Year in which they were actually
made.
(b) For purposes of applying the limitations of Section 4.2, any such
make-up contributions shall be treated as contributions for the
calendar year to which they relate, rather than the calendar year
in which they are actually made.
(c) For purposes of applying the limitations of applying the
limitations of Sections 4.9 and 4.10 and Section 11, any make-up
contributions described in Section 18.6 and related Matching
Contributions described in Section 18.8 shall be disregarded,
both for the Plan Year to which the contributions relate, and for
the Plan Year in which they are actually made.
18.10 Suspension of Loan Repayments. Notwithstanding any provisions of
Article 9 to the contrary, if a Participant receives a loan from the Plan and
enters into Qualified Military Service during the term of the loan, a decrease
in Compensation or failure to make required loan repayments during such
Qualified Military Service shall not result in a default under Section 9.1(l).
18.11 Administrative Rules and Procedures. The Committee or the
Administrator shall establish such rules and procedures as it deems necessary or
desirable to implement the provisions of this Article, provided that they are
not in violation of the Uniformed Services Employment and Reemployment Rights
Act of 1994, any regulations thereunder, or any other applicable law.
SCHEDULE A
Investment Funds
1. Company Stock Fund
2. MSIFT Value Fund
3. Interest Income Fund
4. Fidelity U.S. Equity Index Portfolio
5. Fidelity Megellan Fund
6. Fidelity Low Price Stock Fund
7. Fidelity Balanced Fund
8. Fidelity International Growth and Income Fund
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
APPENDIX I
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
TO BAUSCH & LOMB INCORPORATED
American Home Products Corporation ("AHPC") and Bausch & Lomb Incorporated
("B&L") entered into an agreement (the "Purchase Agreement"), whereby B&L
purchased, as of December 31, 1997 (the "Closing Date"), substantially all of
the issued and outstanding shares and certain assets of Storz Instrument Company
and Storz Ophthalmics, Inc. ("Storz"), wholly-owned subsidiaries of AHPC.
Pursuant to Section 9.4.3 of the Purchase Agreement, the Plan is amended to
provide that, notwithstanding the provisions of Section 4.4 of the Plan, a Plan
Participant, as of the Closing Date, whose employment is transferred to B&L, as
of the Closing Date, shall be fully vested in his or her benefit attributable to
his or her Matching Account accrued as of the Closing Date, regardless of
whether he or she has less than five years of Continuous Service.
APPENDIX II- ROLLOVERS OF DISTRIBUTIONS TO THE PLAN
FROM THE SOLVAY AMERICA COMPANIES' SAVINGS PLAN
American Home Products Corporation ("AHPC") entered into a purchase
agreement with Solvay America ("Purchase Agreement") whereby AHPC purchased
certain assets of the Solvay Animal Health Division (the "Business") and certain
employees of the Business became employees of AHPC pursuant to the Purchase
Agreement (the "Transferred Employees"). As part of the Purchase Agreement, the
Plan is hereby amended to permit Transferred Employees to roll over their
account balances in the Solvay America Companies' Savings Plan (including loans)
into the Plan. However, such rollovers shall only be permitted during a period
commencing on the closing date for the acquisition of Solvay Animal Health
Division (the "Closing Date") and ending ninety (90) calendar days thereafter.
APPENDIX III - GENETICS INSTITUTE ACQUISITION
Effective July 1, 1997, the Genetics Institute (401(k)) Savings and
Investment Plan ("Genetics Institute Savings Plan") was merged into the American
Home Products Corporation Savings Plan ("AHPC Savings Plan"). The following
special provisions will apply under the AHPC Plan to Participants of the
Genetics Institute Savings Plan.
1. Transfer of Assets
The account balances of Participants in the Genetics Institute
Savings Plan shall be transferred to the AHPC Savings Plan as of
July 1, 1997 into investment funds under the AHPC Savings Plan
which most closely correspond to the investment funds under the
Genetics Institute Savings Plan in which such account balances
are invested on that date. After the transfer, Participants in
the Genetics Institute Savings Plan may thereafter elect, in
accordance with the provisions of Section 6.5 of the AHPC Plan,
to transfer these amounts into any other investment funds offered
in the AHPC Savings Plan.
2. Participation
Participants in the Genetics Institute Savings Plan as of June
30, 1997, who are actively employed with Genetics Institute shall
become Participants in the AHPC Savings Plan as of such date.
3. Vesting
Participants of the Genetics Institute Savings Plan who are
actively employed by Genetics Institute or any of its affiliates
on June 30, 1997, shall be 100% vested in all amounts in their
accounts in the Genetics Institute Savings Plan as of such date
(including any Company Matching Contributions and earnings on
those contributions) regardless of the amount of the
Participant's service. Participants of the Genetics Institute
Savings Plan on June 30, 1997 who were not actively employed with
Genetics Institute or any of its affiliates as of that date shall
be vested in these accounts in accordance with the provisions of
the Genetics Institute Savings Plan.
With respect to contributions made to the AHPC Plan after June
30, 1997, former Participants of the Genetics Institute Savings
Plan who had three or more years of service with Genetics
Institute as of that date will be vested under either the AHPC
Savings Plan vesting schedule or the Genetics Institute Savings
Plan, based upon whichever provides the greater vested amount.
Participants of the Genetics Institute Savings Plan on July 1,
1997 who had less than 3 years of service will be vested to the
same extent as they were vested under the Genetics Institute
Savings Plan on such date and future Company contributions shall
be vested in accordance with the vesting provisions of the Plan.
4. Distributions Upon Employment Termination
Amounts that have been contributed to the Genetics Institute
Savings Plan and which have been transferred to the AHPC Savings
Plan, as well as amounts contributed after July 1, 1997, shall be
distributed in accordance with the provisions of Section 7 of the
AHPC Savings Plan.
5. In-Service Withdrawals
As of July 1, 1997, the provisions of the AHPC Savings Plan
regarding in service withdrawals, as set forth in Section 8 of
the AHPC Savings Plan, shall apply to the amounts transferred to
the AHPC Savings Plan from the Genetics Institute Savings Plan.
6. Loans
After July 1, 1997, the provisions of Section 9 of the AHPC
Savings Plan shall apply with respect to loans to Participants
whether or not the loan is made from amounts contributed to the
Genetics Institute Savings Plan or the AHPC Savings Plan.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
APPENDIX IV
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
TO TYCO INTERNATIONAL (US), INC.
American Home Products Corporation ("AHPC"), American Cyanamid Company
("Cyanamid"), and AHPC Subsidiary Holding Corporation ("AHPC Sub") entered into
an agreement (the "Purchase Agreement") with Tyco International (US), Inc.
("Tyco"), dated as of October 20, 1997, whereby Tyco purchased, as of February
27, 1998 (the "Closing Date"), substantially all of the issued and outstanding
shares and certain of the assets of Sherwood Medical Company, a wholly-owned
subsidiary of AHPC. Pursuant to Section 9.4(c) of the Purchase Agreement, the
Plan is amended to provide that, notwithstanding the provisions of Section 4.4
of the Plan, a Plan Participant, as of the Closing Date, whose employment is
transferred to Tyco as of the Closing Date, shall be fully vested in his or her
benefit attributable to his or her Matching Account accrued as of the Closing
Date, regardless of whether he or she has less than five years of Continuous
Service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
APPENDIX V - APOLLON ACQUISITION
Employees of Apollon, Inc. ("Apollon"), on April 14, 1998, who are employed
by American Home Products Corporation or one of its subsidiaries as of April 15,
1998 ("Transferred Employees") will become eligible for participation in the
Plan, effective as of April 15, 1998, after satisfying the requirements of
Section 3.1 of the Plan.
For purposes of the eligibility requirements under Section 3.1 of the Plan
and for purposes of the vesting requirements under Section 4.4 of the Plan,
service of Transferred Employees under the Plan shall include their service with
Apollon prior to April 15, 1998, provided however, that such service shall be
credited in accordance with the provisions and rules of the Plan for the
crediting of such service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
APPENDIX VI
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
TO QIC HOLDING CORPORATION
American Home Products Corporation ("AHPC") and A.H. Robins Company,
Incorporated entered into an agreement (the "Purchase Agreement") with QIC
Holding Corporation ("QIC"), dated as of May 28, 1998, whereby QIC purchased, as
of June 5, 1998 (the "Closing Date"), substantially all of the issued and
outstanding shares and certain of the assets of Quinton Instrument Company, a
wholly-owned subsidiary of AHPC. Pursuant to Section 9.4(c) of the Purchase
Agreement, the Plan is amended to provide that, notwithstanding the provisions
of Section 4.4 of the Plan, a Plan Participant, as of the Closing Date, whose
employment is transferred to QIC as of the Closing Date, shall be fully vested
in his or her benefit attributable to his or her Matching Account accrued as of
the Closing Date, regardless of whether he or she has less than five years of
Continuous Service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "PLAN")
APPENDIX VII - SOLGAR ACQUISITION
Employees of Solgar Vitamins and Herb
Company and Solgar Laboratories, Inc.
("Solgar Company")
Effective July 30, 1998, the following special provisions shall apply
under the American Home Products Corporation Savings Plan - United States (the
"Plan"), notwithstanding any other provision of the Plan to the contrary, to
employees of Solgar Vitamins and Herb Company and Solgar Laboratories, Inc. (the
"Solgar Company"), who became employees of the American Home Products
Corporation ("AHPC") on July 30, 1998, as a result of the purchase of assets of
the Solgar Company by AHPC (the "Transferred Employees").
Transferred Employees will become eligible for participation in the
Plan, effective as of July 30, 1998, after satisfying the requirements of
Section 3.1 of the Plan.
For purposes of the eligibility requirements under Section 3.1 of the
Plan and the vesting requirements under Section 4.4 of the Plan, service of
Transferred Employees under the Plan shall include their service with the Solgar
Company prior to July 30, 1998, provided however, that such service shall be
credited in accordance with the provisions and rules of the Plan for the
crediting of such service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Savings Plan")
APPENDIX VIII
VESTING FOR PARTICIPANTS TRANSFERRED TO
SINALUNGA HOLDING B.V.
American Home Products Corporation - Sinalunga Holding B.V.
Agreement to Sell the Eurand Companies
American Home Products Corporation ("AHPC") entered into an agreement (the
"Purchase Agreement") with Sinalunga Holding B.V. ("Sinalunga"), a Dutch
corporation, dated March 19, 1999, to purchase substantially all of the issued
and outstanding shares of the Eurand Companies, a wholly-owned subsidiary of
AHPC (the "Purchase Agreement"), as of April 1, 1999 (the "Closing Date").
Pursuant to Section 7.2(c) of the Purchase Agreement, the Savings Plan is hereby
amended to provide that, notwithstanding the provisions of Section 4.4 of the
Savings Plan, a Plan Participant as of the Closing Date, who becomes an employee
of the Eurand Companies, Sinalunga or their affiliates as of the Closing Date,
shall be fully vested in the portion of his or her Account attributable to
Company Matching Contributions as of the Closing Date, regardless of whether he
or she has less than five years of Continuous Service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
APPENDIX IX - GLAXO FACILITY PURCHASE
American Home Products Corporation (the "Company") acquired substantially
all of the assets of a facility located at 40 Technology Way, West Greenwich,
Rhode Island, pursuant to a purchase agreement with Glaxo Wellcome
Biopharmaceuticals, Inc., a Delaware corporation and wholly-owned subsidiary of
Glaxo Wellcome, Inc. ("Glaxo"), dated August 23, 1999.
Employees of Glaxo, on September 24, 1999 (the "Closing Date"), who are
offered and accept employment with the Company or one of its subsidiaries as of
the Closing Date in the United States (the "Glaxo Employees") will become
eligible for participation in the Plan, effective as of the Closing Date, after
satisfying the eligibility requirements of Section 3.1 of the Plan.
For purposes of the eligibility requirements under Section 3.1 of the Plan
and for purposes of the vesting requirements under Section 4.4 of the Plan,
service of Glaxo Employees under the Plan shall include their service with Glaxo
prior to the Closing Date, provided however, that such service shall be credited
pursuant to the provisions and rules of the Plan for the crediting of service.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - UNITED STATES (the "Savings Plan")
VESTING FOR PARTICIPANTS AFFECTED BY THE SALE
TO BASF AKTIENGESELLSCHAFT
APPENDIX X
American Home Products Corporation (the "Company") and American Cyanamid
Company ("Cyanamid") a wholly-owned subsidiary of the Company, entered into an
agreement with BASF Aktiengesellschaft, a corporation organized under the laws
of Germany ("BASF"), dated as of March 20, 2000 (the "Purchase Agreement"),
whereby the Company sold to BASF the crop protection business conducted by
Cyanamid. Pursuant to Section 9.4(c) of the Purchase Agreement, the Savings Plan
is hereby amended to provide that, notwithstanding the provisions of Section 4.4
of the Savings Plan, all Plan Participants who are "U.S. Employees" as defined
in the Purchase Agreement (or whose employment is otherwise transferred to BASF
in connection with the transactions contemplated by the Purchase Agreement),
shall be fully vested in his or her benefit attributable to his or her Matching
Account as of June 30, 2000 (the "Closing Date"), regardless of whether he or
she has less than five years of Continuous Service. Notwithstanding the
foregoing, Participants who are on disability, leave of absence, or lay off with
recall rights on the Closing Date shall become fully vested in the benefits
attributable to his or her Matching Account as of the time he or she returns to
work and is transferred to employment with BASF, provided such return to
employment occurs within 180 days after the Closing Date. Assets of Participants
in the Savings Plan who become employed by BASF as of the Closing Date shall be
transferred to the defined contribution plan of BASF as soon as practicable
after the Closing Date.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN - UNITED STATES
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
R.P. SCHERER, INC.
APPENDIX XI
American Home Products Corporation (the "Company") entered into an asset
purchase agreement, dated December 22, 2000 (the "Purchase Agreement"), with
R.P. Scherer Corporation ("Scherer") pursuant to which the Company agreed to
sell and Scherer agreed to buy certain assets relating to the Company's
vegetable-based capsule business. Pursuant to the terms of the Purchase
Agreement, the American Home Products Corporation Savings Plan - United States
(the "Plan") is hereby amended to provide that, notwithstanding the provisions
of Section 4.4 of the Plan, a Participant in the Plan whose employment is
transferred to Scherer in connection with the foregoing transaction shall be
fully vested in his or her benefit attributable to his or her matching account
accrued as of the date of the transfer of employment, regardless of whether he
or she has less than five years of Continuous Service (as defined in the Savings
Plan) on that date.
AMERICAN HOME PRODUCTS SAVINGS PLAN - UNITED STATES
EGTRRA AMENDMENTS
APPENDIX XII
SECTION 1. LIMITATIONS ON CONTRIBUTIONS
1. Effective date. This Section shall be effective for Limitation Years
beginning after December 31, 2001.
2. Maximum Annual Addition. Except to the extent permitted under Section
7 of this amendment and Section 414(v) of the Code, if applicable, the
Annual Addition that may be contributed or allocated to a
Participant's Account under Section 10 of the Plan for any Limitation
Year shall not exceed the lesser of:
(a) $40,000, as adjusted for increases in the cost-of-living under
Section 415(d) of the Code, or
(b) 100 percent of the Participant's Compensation, within the meaning
of Section 415(c)(3) of the Code, for the Limitation Year.
The Compensation limit referred to in (b) shall not apply to any
contribution for medical benefits after separation from service (within the
meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is
otherwise treated as an Annual Addition.
SECTION 2. INCREASE IN COMPENSATION LIMIT
The annual Compensation of each Participant taken into account in
determining allocations for any Plan Year beginning after December 31,
2001, shall not exceed $200,000, as adjusted for cost-of-living increases
in accordance with Section 401(a)(17)(B) of the Code. Annual Compensation
means Compensation during the Plan Year or such other consecutive 12-month
period over which Compensation is otherwise determined under the Plan (the
"determination period"). The cost-of-living adjustment in effect for a
calendar year applies to annual Compensation for the determination period
that begins with or within such calendar year.
SECTION 3. MODIFICATION OF TOP-HEAVY RULES
1. Effective date. This Section shall apply for purposes of
determining whether the Plan is a top-heavy Plan under Section
416(g) of the Code for Plan Years beginning after December 31,
2001, and whether the Plan satisfies the minimum benefits
requirements of Section 416(c) of the Code for such years. This
Section amends Section 11 of the Plan.
2. Determination of top-heavy status.
2.1 Key Employee. Key Employee means any Employee or former Employee
(including any deceased employee) who at any time during the Plan
Year that includes the Determination Date was an officer of the
Employer having annual compensation greater than $130,000 (as
adjusted under Section 416(i)(1) of the Code for Plan Years
beginning after December 31, 2002), a 5-percent owner of the
employer, or a 1-percent owner of the Employer having annual
compensation of more than $150,000. For this purpose, annual
compensation means compensation within the meaning of Section
415(c)(3) of the Code. The determination of who is a Key Employee
will be made in accordance with Section 416(i)(1) of the Code and
the applicable regulations and other guidance of general
applicability issued thereunder.
2.2 Determination of present values and amounts. This Section 2.2
shall apply for purposes of determining the amounts of account
balances of Employees as of the Determination Date.
2.2.1Distributions during year ending on the Determination Date. The
amounts of account balances of an Employee as of the
Determination Date shall be increased by the distributions made
with respect to the Employee under the Plan and any plan
aggregated with the Plan under Section 416(g)(2) of the Code
during the 1-year period ending on the Determination Date. The
preceding sentence shall also apply to distributions under a
terminated plan which, had it not been terminated, would have
been aggregated with the Plan under Section 416(g)(2)(A)(i) of
the Code. In the case of a distribution made for a reason other
than separation from service, death, or disability, this
provision shall be applied by substituting "5-year period" for
"1-year period."
2.2.2Employees not performing services during year ending on the
Determination Date. The Accounts of any individual who has not
performed services for the Employer during the 1-year period
ending on the Determination Date shall not be taken into account.
3. Minimum benefits.
Matching Contributions. Matching Contributions shall be taken into account
for purposes of satisfying the minimum contribution requirements of Section
416(c)(2) of the Code and the Plan. The preceding sentence shall apply with
respect to Matching Contributions under the Plan. Matching Contributions
that are used to satisfy the minimum contribution requirements shall be
treated as Matching Contributions for purposes of the actual contribution
percentage test and other requirements of Section 401(m) of the Code.
SECTION 4. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS
1. Effective date. This Section shall apply to distributions made
after December 31, 2001.
2. Modification of definition of Eligible Rollover Distribution to
exclude hardship withdrawals. For purposes of the direct rollover
provisions in Section 7.14 of the Plan, any amount that is
distributed on account of hardship shall not be an Eligible
Rollover Distribution and the Distributee may not elect to have
any portion of such a distribution paid directly to an Eligible
Retirement Plan.
3. Modification of definition of Eligible Rollover Distribution to
include after-tax contributions. For purposes of the direct
rollover provisions in Section 7.14 of the Plan, a portion of a
distribution shall not fail to be an Eligible Rollover
Distribution merely because the portion consists of after-tax
contributions which are not includible in gross income. However,
such portion may be transferred only to an individual retirement
account or annuity described in Section 408(a) or (b) of the
Code, or to a qualified defined contribution plan described in
Section 401(a) or 403(a) of the Code that agrees to separately
account for amounts so transferred, including separately
accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution
which is not so includible.
4. Modification of definition of Eligible Retirement Plan. For
purposes of the direct rollover provisions in Section 7.13 of the
Plan, an Eligible Retirement Plan shall also mean an annuity
contract described in section 403(b) of the Code and an eligible
plan under section 457(b) of the Code which is maintained by a
state, political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from
this plan. The definition of Eligible Retirement Plan shall also
apply in the case of a distribution to a surviving spouse, or to
a spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in section 414(p)
of the Code.
The Plan will accept Participant Rollover Contributions and/or direct
rollovers of Eligible Rollover Distributions made after December 31, 2001,
from a qualified Plan described in Section 401(a) or 403(a) of the Code.
SECTION 5. REPEAL OF MULTIPLE USE TEST
The multiple use test described in Treasury Regulation Section 1.401(m)-2
and Section 4.10 of the Plan shall not apply for Plan Years beginning after
December 31, 2001.
SECTION 6. ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION
No Participant shall be permitted to have Salary Deferral Contributions
made under this Plan, or any other qualified plan maintained by the
Employer during any taxable year, in excess of the dollar limitation
contained in Section 402(g) of the Code in effect for such taxable year,
except to the extent permitted under Section 7 of this amendment and
Section 414(v) of the Code, if applicable.
SECTION 7. CATCH-UP CONTRIBUTIONS
All Employees who are eligible to make Salary Deferral Contributions under
this Plan and who have attained age 50 before the close of the Plan Year
shall be eligible to make catch-up contributions in accordance with, and
subject to the limitations of, Section 414(v) of the Code. Such catch-up
contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Sections
402(g) and 415 of the Code. The Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of
Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
applicable, by reason of the making of such catch-up contributions.
This Section 7 shall apply to contributions made after December 31, 2001.
SECTION 8. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION
A Participant who receives a distribution of Salary Deferral Contributions
after December 31, 2001, on account of hardship shall be prohibited from
making Salary Deferral Contributions and After-Tax Contributions under this
Plan and all other plans of the Employer for 6 months after receipt of the
distribution.
SECTION 9. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT
1. Effective date. This Section 9 shall apply for distributions and
severances from employment occurring after the dates set forth
below.
2. New distributable event. A Participant's Salary Deferral
Contributions, Matching Contributions, and earnings attributable
to these contributions shall be distributed on account of the
Participant's severance from employment. However, such a
distribution shall be subject to other provisions of the Plan
regarding distributions, other than provisions that require a
separation from service before such amounts may be distributed.
This Section shall apply for distributions after severances from employment
occurring after December 31, 2001.
AMERICAN HOME PRODUCTS CORPORATION
SAVINGS PLAN (the "Plan")
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED TO
IMMUNEX CORPORATION
APPENDIX XIII
American Home Products Corporation ("AHPC"), a Delaware corporation, and
AHPC Subsidiary Holding Corporation, a Delaware corporation, (together with
AHPC the "Sellers") entered into a purchase agreement with Immunex
Corporation ("Immunex"), a Washington corporation, (the "Buyer"), dated
November 6, 2001 (the "Purchase Agreement"), for the purchase as of January
3, 2002 (the "Closing Date") by Immunex of one thousand (1,000) shares of
Greenwich Holdings Inc. ("Greenwich"), a Delaware corporation, which
constitutes all of the issued and outstanding shares of capital stock of
Greenwich.
Pursuant to Section 8.1(b) of the Purchase Agreement, Buyers agreed to
amend the Plan to provide that Participants in the Plan who have their
employment transferred to Immunex on the Closing Date, the "Transferred
Employees", as defined in the Purchase Agreement), shall be fully vested in
their benefit attributable to their Matching Account as of the Closing
Date, regardless of the number of years of Continuous Service of the
Transferred Employees on that date.
WYETH
SAVINGS PLAN - UNITED STATES (the "Savings Plan")
VESTING FOR PARTICIPANTS WHO ARE TRANSFERRED
TO BAXTER HEALTHCARE CORPORATION
APPENDIX XIV
Wyeth, a Delaware corporation and Wyeth Pharmaceuticals Inc., a New York
corporation and wholly-owned subsidiary of Wyeth (together with Wyeth, the
"Sellers"), entered into an agreement with Baxter Healthcare Corporation, a
Delaware corporation ("Buyer"), dated as of June 8, 2002 (the "Purchase
Agreement"), whereby Sellers agreed to sell certain assets to Buyer and
Buyer agreed to assume certain liabilities in each case related primarily
to the "Business" (as defined in the Purchase Agreement). Pursuant to
Section 9.2(c) of the Purchase Agreement, the Savings Plan is hereby
amended to provide that, notwithstanding the provisions of Section 4.4 of
the Savings Plan, each Savings Plan Participant who is a "Transferring
Employee", as defined in the Purchase Agreement, shall be fully vested in
his or her Matching Account as of the Closing Date (as defined in the
Purchase Agreement), regardless of whether he or she has less than five
years of Continuous Service (as defined in the Savings Plan) as of the
Closing Date.
Notwithstanding the foregoing, a Participant in the Savings Plan who is not
actively at work on the Closing Date due to short-term disability or other
authorized leave of absence shall become fully vested in his or her
Matching Account as of the date he or she returns to employment and is
transferred to employment with Buyer, provided such return to employment
occurs within 180 days after the Closing Date.