EXHIBIT 10(d)
H&R BLOCK
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
(As Amended Through March 9, 1994)
TABLE OF CONTENTS
H&R BLOCK
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
ARTICLE 1 DEFERRED COMPENSATION ACCOUNT . . . . . . . . . 1
Section 1.1 Establishment of Account . . . . . . . . . 1
Section 1.2 Property of Company . . . . . . . . . . . . 1
ARTICLE 2 DEFINITIONS, GENDER AND NUMBER . . . . . . . . . 1
Section 2.1 Definitions . . . . . . . . . . . . . . . . 1
Section 2.2 Gender and Number . . . . . . . . . . . . . 4
ARTICLE 3 PARTICIPATION . . . . . . . . . . . . . . . . . 4
Section 3.1 Who May Participate . . . . . . . . . . . . 4
Section 3.2 Time and Conditions of Participation . . . 4
Section 3.3 Termination of Participation . . . . . . . 4
Section 3.4 Missing Persons . . . . . . . . . . . . . . 4
Section 3.5 Relationship to Other Plans . . . . . . . . 4
ARTICLE 4 ENTRIES TO THE ACCOUNT . . . . . . . . . . . . . 5
Section 4.1 Deferrals . . . . . . . . . . . . . . . . . 5
Section 4.2 Crediting Rate . . . . . . . . . . . . . . 5
ARTICLE 5 VESTING . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 6 DISTRIBUTION OF BENEFITS . . . . . . . . . . . . 7
Section 6.1 Time of Payment . . . . . . . . . . . . . . 7
Section 6.2 Form of Benefits Upon Retirement or
Attainment of Age 75 . . . . . . . . . . 7
Section 6.3 Deferral of Payment . . . . . . . . . . . . 8
Section 6.4 Death Benefits . . . . . . . . . . . . . . 8
Section 6.5 Claims Procedure . . . . . . . . . . . . . 9
Section 6.6 Alternate Forms of Benefit Distribution . 10
Section 6.7 Distributions on Plan Termination . . . . 10
ARTICLE 7 FUNDING . . . . . . . . . . . . . . . . . . . 10
Section 7.1 Source of Benefits . . . . . . . . . . . 10
Section 7.2 No Claim on Specific Assets . . . . . . . 11
ARTICLE 8 ADMINISTRATION AND FINANCES . . . . . . . . . 11
Section 8.1 Administration . . . . . . . . . . . . . 11
Section 8.2 Powers of the Committee . . . . . . . . . 11
Section 8.3 Actions of the Committee . . . . . . . . 11
Section 8.4 Delegation . . . . . . . . . . . . . . . 11
Section 8.5 Reports and Records . . . . . . . . . . . 12
ARTICLE 9 AMENDMENTS AND TERMINATION . . . . . . . . . . 12
Section 9.1 Amendments . . . . . . . . . . . . . . . 12
Section 9.2 Termination . . . . . . . . . . . . . . . 12
ARTICLE 10 MISCELLANEOUS . . . . . . . . . . . . . . . . 13
Section 10.1 No Guarantee of Membership . . . . . . . 13
Section 10.2 Individual Account Plan . . . . . . . . . 13
Section 10.3 Release . . . . . . . . . . . . . . . . . 13
Section 10.4 Notices . . . . . . . . . . . . . . . . . 13
Section 10.5 Non-Alienation . . . . . . . . . . . . . 13
Section 10.6 Tax Liability . . . . . . . . . . . . . . 13
Section 10.7 Captions . . . . . . . . . . . . . . . . 14
Section 10.8 Applicable Law . . . . . . . . . . . . . 14
SCHEDULE A - ANNUAL ADMINISTRATIVE CHARGES . . . . . . . . . 15
H&R BLOCK
DEFERRED COMPENSATION PLAN
FOR DIRECTORS
H&R Block, Inc. (the "Company") hereby establishes,
effective September 1, 1987, a nonqualified deferred compensation
plan for the benefit of specified Directors of the Company, and
of the following affiliates of the Company: CompuServe
Incorporated, Personnel Pool of America, Inc., Path Management
Industries, Inc. and such other entities as may be designated by
the Company from time to time. This plan shall be known as the
H&R Block Deferred Compensation Plan for Directors (the "Plan").
The Plan is intended to be an unfunded plan maintained primarily
for the purpose of providing deferred compensation for a select
group of management or highly compensated employees as described
in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974 ("ERISA").
ARTICLE 1. DEFERRED COMPENSATION ACCOUNT.
Section 1.1. ESTABLISHMENT OF ACCOUNT. The Company shall
establish an account ("Account") for each Participant which shall
be utilized solely as a device to measure and determine the
amount of deferred director's fees to be paid under the Plan.
Section 1.2. PROPERTY OF COMPANY AND PARTICIPATING
AFFILIATES. Any amounts so set aside for benefits payable under
the Plan are the property of the Company and its participating
affiliates ("Participating Affiliates"), except, and to the
extent, of any assignment of such assets to an irrevocable trust.
ARTICLE 2. DEFINITIONS, GENDER, AND NUMBER.
Section 2.1. DEFINITIONS. Whenever used in the Plan, the
following words and phrases shall have the meanings set forth
below unless the context plainly requires a different meaning,
and when a defined meaning is intended, the term is capitalized.
2.1.1. "Account" means the device used to measure
and determine the amount of deferred director's fees to
be paid to a Participant or Beneficiary under the Plan,
and may refer to the separate Accounts that represent
amounts deferred by a Participant under separate
Permissible Deferral elections.
2.1.2. "Affiliates" or "Affiliate" means a group
of entities, including the Company, which constitutes a
controlled group of corporations (as defined in section
414(b) of the Code), a group of trades or businesses
(whether or not incorporated) under common control (as
defined in section 414(c) of the Code), and members of
an affiliated service group (within the meaning of
section 414(m) of the Code.)
2.1.3. "Age" of a Participant means the number of
whole calendar years that have elapsed since the date
of the Participant's birth.
2.1.4. "Beneficiary" or "Beneficiaries" means the
persons or trusts designated by a Participant in
writing pursuant to Section 6.4.4 of the Plan as being
entitled to receive any benefit payable under the Plan
by reason of the death of a Participant, or, in the
absence of such designation, the persons specified in
Section 6.4.5 of the Plan.
2.1.5. "Board" means the Board of Directors of
the Company as constituted at the relevant time.
2.1.5a. "Closing Price" means the closing price
of the Company's Common Stock on the New York Stock
Exchange as of the applicable date; provided, however,
that if no closing price is available for such date,
"Closing Price" means the closing price of the
Company's Common Stock as of the next most recent date
for which a price is available.
2.1.6. "Code" means the Internal Revenue Code of
1986, as amended from time to time and any successor
statute. References to a Code section shall be deemed
to be to that section or to any successor to that
section.
2.1.7. "Committee" means the Compensation
Committee of the Company's Board.
2.1.7a. "Common Stock" means the common stock of
the Company.
2.1.8. "Company" means H&R Block, Inc.
2.1.8a. "Deferred Compensation Unit" means a unit
equal in value to one share of Common Stock and posted
to a Participant's Account for the purpose of measuring
the benefits payable under the Plan.
2.1.9. "Director" or "Directors" means a Non-
Employee serving as a member on the Board of Directors
of a Participating Affiliate.
2.1.10. "Director's Fees" of a Director for any
Plan Year means that individual's total Retainer and
Meeting Fees for that Plan Year.
2.1.11. "Effective Date" means the date on which
this Plan became effective, i.e., September 1, 1987.
2.1.12. "Enrollment Period" means the period of
February 15 through April 15 prior to the Plan Year to
which a Permissible Deferral election first applies.
However, for the first Plan Year, the Enrollment Period
shall be August 1, 1987 through August 31, 1987.
2.1.13. "Non-Employee" means any person who is
not employed as a common-law employee by an Affiliate.
2.1.14. "Participant" means a Non-Employee
Director who elects to participate in the Plan and who
is eligible to participate in the Plan.
2.1.15. "Participating Affiliate" or
"Participating Affiliates" means the Company and the
following indirect subsidiaries of the Company: HRB
Management, Inc., H&R Block Tax Services, Inc.,
CompuServe Incorporated, Block Financial Corporation,
and MECA Software, Inc., and the U.S. subsidiaries of
such indirect subsidiaries; and such other entities as
may be designated as such by the Company from time to
time.
2.1.16. "Permissible Deferral" means a deferral
in each of the next four (4) consecutive Plan Years of
an amount or percentage of Director's Fees that is not
less nor more than one hundred percent (100%) of
Director's Fees.
Director's Fees deferrals shall be made in single
sum deferrals at the time that the Director's Fees
would otherwise be paid to the Director. All deferrals
must be completed by the later of (a) the Plan Year in
which the Participant attains Age 68 or (b) April 30,
1991.
2.1.17. "Plan" means the "H&R Block Deferred
Compensation Plan for Directors" as set forth herein
and as amended or restated from time to time.
2.1.18. "Plan Year" means May 1 through April 30,
except that the first Plan Year shall be from September
1, 1987 through April 30, 1988.
2.1.19. "Smoker" or "Smokers" with respect to any
Permissible Deferral election means any individual who
has smoked at least one cigarette with a twelve (12)
month period ending on the date on which such
individual makes the Permissible Deferral election.
2.1.20. "Standard Form of Benefit" as to any
Participant means monthly payments for a ten (10) year
period.
2.1.21. "Trust" means the H&R Block Inc.,
Deferred Compensation Trust Agreement.
Section 2.2. Gender and Number. Except as otherwise
indicated by context, masculine terminology used herein also
includes the feminine and neuter, and terms used in the singular
may also include the plural.
ARTICLE 3. PARTICIPATION.
Section 3.1. WHO MAY PARTICIPATE. Participation in the
Plan is limited to Directors.
Section 3.2. TIME AND CONDITIONS OF PARTICIPATION. An
eligible Director shall become a Participant only upon (a) the
individual's completion of a Permissible Deferral election for
the succeeding Plan Years during an Enrollment Period, in
accordance with a form established by the Company from time to
time, and (b) compliance with such terms and conditions as the
Committee may from time to time establish for the implementation
of the Plan, including, but not limited to, any condition the
Committee may deem necessary or appropriate for the Company to
meet its obligations under the Plan.
Section 3.3. TERMINATION OF PARTICIPATION. Once a Director
has become a Participant in the Plan, participation shall
continue until the first to occur of (a) payment in full of all
benefits to which the Participant or Beneficiary is entitled
under the Plan, or (b) the occurrence of an event specified in
Section 3.4 which results in loss of benefits. Except as
otherwise specified in the Plan, the Company may not terminate an
individual's participation in the Plan.
Section 3.4. MISSING PERSONS. If the Company is unable to
locate the Participant or his Beneficiary for purposes of making
a distribution, the amount of a Participant's benefits under this
Plan that would otherwise be considered as non-forfeitable shall
be forfeited effective four (4) years after (a) the last date a
payment of said benefit was made, if at least one such payment
was made, or (b) the first date a payment of said benefit was
directed to be made by the Company pursuant to the terms of the
Plan, if no payments had been made. If such person is located
after the date of such forfeiture, the benefits for such
Participant or Beneficiary shall not be reinstated hereunder.
Section 3.5. RELATIONSHIP TO OTHER PLANS. Participation in
the Plan shall not preclude participation of the Participant in
any other fringe benefit program or plan sponsored by an
Affiliate for which such Participant would otherwise be eligible.
ARTICLE 4. ENTRIES TO THE ACCOUNT.
Section 4.1. DEFERRALS. if the Participant elects the
fixed or variable crediting rate option for measuring the
performance of the Account under Section 4.2, the Company shall
post to the Account of each Participant on the date the
Director's Fees would otherwise be paid the amount of Director's
Fees to be deferred as designated by the Participant's
Permissible Deferral election in effect for that Plan Year. If
the Participant elects the Common Stock crediting rate option for
measuring the performance of the Account under Section 4.2, (a)
the Company shall post to the Account of such Participant a
number of Deferred Compensation Units equivalent to the amount of
Director's Fees to be deferred as designated by the Participant's
Permissible Deferral election in effect for than Plan Year; (b)
deferrals of Director's Fees (and the corresponding number of
Deferred Compensation Units) shall be posted as of the date the
Director's Fees would otherwise be paid the amount of Director's
Fees to be deferred; and (c) the number of Deferred Compensation
Units posted for each calendar month in which Director's Fees
would otherwise be paid the amount of Director's Fees to be
deferred shall be calculated by dividing: (i) the dollar amount
deferred during that month; by (ii) the Closing Price on the
first business day of the following calendar month.
Section 4.2. CREDITING RATE. Gains or losses shall be
posted to the Account in accordance with the Participant's
irrevocable election of an investment option which will be a
reference for measuring the performance of the Account. The
Company intends to measure the performance of the Account in
accordance with the Participant's election but reserves the right
to do otherwise. The election shall be made concurrently with
the Permissible Deferral election. The Participant shall elect
one of the following investment options: (i) a fixed rate as
described in 4.2.1, (ii) a variable rate as described in 4.2.2,
or (iii) a Common Stock crediting rate as described in 4.2.3. A
separate irrevocable election shall be made for each Permissible
Deferral election.
Section 4.2.1. FIXED RATE. Except as specified
in Section 4.2.4, if a Participant elects a fixed rate,
the interest will be compounded on a daily basis and
posted to the Participant's Account per each pay period
at an effective annual yield equal to the rate of ten-
year United States Treasury notes. The rate will be
determined once each Plan Year and will be the rate in
effect as of April 30 of the year prior to the Plan
Year to which it applies, as published by Salomon
Brothers Inc., or any successor thereto, or as
determined by the Chief Financial Officer of the
Company.
Section 4.2.2. VARIABLE RATE. Except as
specified in Section 4.2.4, if a Participant elects a
variable rate, the Participant's Account will be
credited or debited as if the Account balance were
invested in one or more funds selected by the Company
in the proportions elected by the Participant.
Statements will be provided on a quarterly basis.
Initially the funds will be from the Pruco Variable
Appreciable Life Insurance Contracts and include the
Common Stock Portfolio, the Aggressively Managed
Flexible Portfolio, the Conservatively Managed Flexible
Portfolio, the Money Market Portfolio, the Bond
Portfolio, the High Yield Bond Portfolio and the Real
Property Account. Participants may elect to have their
Accounts treated as if they were invested in one or
more of the funds selected, provided the election is in
at least ten percent (10%) increments of the Account.
Participants may change their measuring fund elections
up to four (4) times in any calendar year by giving the
Committee written notice of such change on a form
provided by the Company for that purpose. Upon receipt
of such notice, the Committee will effect the change
within two (2) business weeks. The Participant's
Account will be reduced by the annual administrative
charge set forth on Schedule A attached hereto, which
may be amended from time to time by the Committee.
Section 4.2.3. COMMON STOCK CREDITING RATE. If a
Participant elects the Common Stock crediting rate, the
Participant's Account will be valued as if his or her
Account were invested in shares of Common Stock equal
to the number of Deferred Compensation Units posted to
his or her Account. The value of a Participant's
Account will vary with the value of the Company's
Common Stock. The Participant's Account will be
credited, as of the applicable dividend payment date,
with additional Deferred Compensation Units equal in
value to any dividends declared on the Company's Common
Stock based on the number of Deferred Compensation
Units posted to the Participant's Account as of the
record date with respect to the declaration of such
dividend. As of any date of valuation, the value of a
Participant's Account will be equal to the value (at
the Closing Price on such date) of the number of shares
of Common Stock represented by the Deferred
Compensation Units credited to the Account as of that
date.
Section 4.2.4. CREDITING FOR SMOKERS. The
crediting rate under Sections 4.2.1 and 4.2.2 for
Smokers shall be reduced by four tenths of one percent
(.4%) annually. The Committee may, in its discretion,
waive the reduction required by this Section 4.2.4 for
an individual classified as a Smoker with respect to a
Permissible Deferral election if the Committee receives
a request for such a waiver, on a form provided by the
Company for that purpose, from such individual which
certifies that he or she has not smoked a cigarette
within a twelve (12) month period ending on the date
such request is submitted. Such a request may be
submitted no sooner than twelve (12) months following
the date on which the Permissible Deferral was made.
ARTICLE 5. VESTING.
Participant deferrals are fully vested immediately.
ARTICLE 6. DISTRIBUTION OF BENEFITS.
Section 6.1. TIME OF PAYMENT. Payments of benefits shall
be made by the Company upon the earliest to occur of the
following:
(a) the termination, voluntary or involuntary, of
the Participant as a Director;
(b) the Participant's death; or
(c) for Participants Age sixty-eight (68) or
older on the date on which they first become eligible
to participate in the Plan, Age 75.
Except as otherwise provided, benefit payments shall begin no
later that six (6) months after the occurrence of the event
described in the preceding sentence which results in benefit
distribution.
Section 6.2. FORM OF BENEFITS UPON RETIREMENT OR ATTAINMENT
OF AGE 75. For distributions made for reasons other than the
death of the Participant, payments from the Account shall be made
in accordance with the Standard Form of Benefit. However, the
Participant in the Plan Year prior to payment of benefits may
petition the Committee for, and the Committee may approve at such
time, one of the following forms of benefit:
(a) monthly payment over a five (5) year period;
or
(b) a single distribution.
Except for single distributions, benefit payments shall be a
level amount for each twelve (12) month period calculated using
the balance in the Account at the beginning of the twelve (12)
month period and dividing it by the total periods remaining in
the entire payment period. The benefit payment shall be adjusted
each subsequent twelve (12) month period to reflect the Account
as of that time. The Account shall continue to be credited
during the payment period with gains and losses as provided in
Section 4.2.
Section 6.3. DEFERRAL OF PAYMENT. A Participant may elect
at the time of each Permissible Deferral election to defer
commence-ment of the payment of benefits with respect to each
such Permissi-ble Deferral election as follows:
(a) for Participants Age 65 or older on the date
on which they first become eligible to participate in
the Plan, commencement of benefits may be deferred
until the earlier of (i) five (5) years from the date
on which they retire or (ii) Age 75;
(b) for all other Participants, commencement of
benefits may be deferred until the earlier of (i) five
(5) years from the date on which they retire or (ii)
Age 70.
Notwithstanding the preceding sentence, if a Participant elects
to defer commencement of benefits pursuant to this Section 6.3,
but dies prior to the date on which benefits would commence under
such election, benefits shall begin no later than six (6) months
after the Participant's death.
Section 6.4. DEATH BENEFITS.
6.4.1. DEATH AFTER BENEFIT COMMENCEMENT. In the
event a Participant dies after commencement of
benefits, the remaining benefit payments, if any, shall
be paid to the Participant's Beneficiary in the same
manner such benefits would have been paid to the
Participant had the Participant survived. A
Beneficiary may petition the Committee for an
alternative method of payment. The Account shall be
credited from the date of the Participant's death at an
interest rate set by the Chief Financial Officer of the
Company in his discretion, which shall not be less than
the rate then payable on Investment Savings Accounts of
$1,000 or less at Commerce Bank of Kansas City,
Missouri, N.A., or any successor thereto.
6.4.2. DEATH PRIOR TO BENEFIT COMMENCEMENT. In
the event a Participant dies prior to the time benefits
commence, the Company shall pay a pre-retirement death
benefit to the Participant's Beneficiary equal to the
Participant's Account as of the date of the
Participant's death annuitized over a ten-year period
at an interest rate set by the Chief Financial Officer
of the Company in his discretion. The pre-retirement
death benefit shall be paid monthly for a ten-year
period. The Beneficiary may petition the Committee to
make a single sum distri-bution as an alternative
method of payment.
6.4.3. MARITAL DEDUCTION. Any benefits which
become payable under this Article 6 to the surviving
spouse of a Participant shall be paid in a manner which
will qualify such benefits for a marital deduction in
the estate of a deceased Participant under the terms of
Section 2056 of the Code, and unless specifically
directed by a Participant to the contrary pursuant to
an effective beneficiary designation, any portion of a
Participant's death benefit payable to a surviving
spouse which remains unpaid at the death of such spouse
shall be paid to the spouse's estate.
6.4.4. DESIGNATION BY PARTICIPANT. Each Partici-
pant has the right to designate primary and contingent
Beneficiaries for death benefits payable under the
Plan. Such Beneficiaries may be individuals or trusts
for the benefit of individuals. A beneficiary
designation by a Participant shall be in writing on a
form acceptable to the Committee and shall only be
effective upon delivery to the Company. A beneficiary
designation may be revoked by a Participant at any time
by delivering to the Company either written notice of
revocation or a new beneficiary designation form. The
beneficiary designation form last delivered to the
Company prior to the death of a Participant shall
control.
6.4.5. FAILURE TO DESIGNATE BENEFICIARY. In the
event there is no beneficiary designation on file with
the Company, or all Beneficiaries designated by a
Participant have predeceased the Participant, the
benefits payable by reason of the death of the
Participant shall be paid to the Participant's spouse,
if living; if the Participant does not leave a
surviving spouse, to the Participant's issue by right
of representation; or, if there are no such issue then
living, to the Participant's estate. In the event
there are benefits remaining unpaid at the death of a
sole Beneficiary and no successor Beneficiary has been
designated, either by the Partici-pant or the
Participant's spouse pursuant to 6.4.3, the remaining
balance of such benefit shall be paid to the deceased
Beneficiary's estate; or, if the deceased Beneficiary is
one of multiple concurrent Beneficiaries, such remaining
benefits shall be paid proportionally to the surviving
Beneficiaries.
Section 6.5. CLAIMS PROCEDURE. The Committee shall notify
a Participant in writing within ninety (90) days of the
Participant's written application for benefits of his eligibility
or non-eligi-bility for benefits under the Plan. If the
Committee determines that a Participant is not eligible for
benefits or full benefits, the notice shall set forth (a) the
specific reasons for such denial, (b) a specific reference to the
provision of the Plan on which the denial is based, (c) a
description of any additional information or material necessary
for the claimant to perfect his claim, and a description of why
it is needed, and (d) an explana-tion of the Plan's claims review
procedure and other appropriate information as to the steps to be
taken if the Participant wishes to have his claim reviewed. If
the Committee determines that there are special circumstances
requiring additional time to make a decision, the Committee shall
notify the Participant of the special circumstances and the date
by which a decision is expected to be made, and may extend the
time for up to an additional 90-day period. If a Participant is
determined by the Committee to be not eligible for benefits, or
if the Participant believes that he is entitled to greater or
different benefits, he shall have the opportunity to have his
claim reviewed by the Committee by filing a petition for review
with the Committee within sixty (60) days after receipt by him of
the notice issued by the Committee. Said petition shall state
the specific reasons the Participant believes he is entitled to
benefits or greater or difference benefits. Within sixty (60)
days after receipt by the Committee of said petition, the
Committee shall afford the Participant (and his counsel, if any)
an opportunity to present his position t the Committee orally or
in writing, and said Participant (or his counsel) shall have the
right to review the pertinent documents, and the Committee shall
notify the Participant of its decision in writing within said
sixty (60) day period, stating specifically the basis of said
decision written in a manner calculated to be under-stood by the
Participant and the specific provisions of the Plan on which the
decision is based. If, because of the need for a hear-ing, the
sixty (60) day period is not sufficient, the decision may be
deferred for up to another sixty (60) day period at the election
of the Committee, but notice of this deferral shall be given to
the Participant.
Section 6.6. ALTERNATE FORMS OF BENEFIT DISTRIBUTION. Par-
ticipants, in the Plan Year prior to payment of benefits may
petition the Committee to request methods of benefit distribution
other than those provided pursuant to this Article 6.
Section 6.7. DISTRIBUTIONS ON PLAN TERMINATION. Notwith-
standing anything in this Article 6 to the contrary, if the Plan
is terminated, distributions shall be made in accordance with
Section 9.2.
ARTICLE 7. FUNDING
Section 7.1. SOURCES OF BENEFITS. All benefits under the
Plan shall be paid when due by the Company our of its assets of
from an irrevocable trust established by the Company for that
purpose. The Company may, but shall have no obligations to, make
such advance provision for the payment of such benefit as the
Board may from time to time consider appropriate.
Section 7.2. NO CLAIM ON SPECIFIC ASSETS. No Participant
shall be deemed to have, by virtue of being a Participant in the
.Plan, any claim on any specific assets of the Company such that
the Participant would be subject to income taxation on his
benefits under the Plan prior to distribution and the rights of
Participants and Beneficiaries to benefits to which they are
otherwise entitled under the Plan shall be those of an unsecured
general creditor of the Company.
ARTICLE 8. ADMINISTRATION AND FINANCES
Section 8.1. ADMINISTRATION. The Plan shall be
administered by the Committee. The Company shall bear all
administrative costs of the Plan other than those specifically
charged to a Participant or Beneficiary.
Section 8.2. POWERS OF COMMITTEE. In addition to the other
powers granted under the Plan, the Committee shall have all
powers necessary to administer the Plan, including, without
limitation, powers:
(a) to interpret the provisions of the Plan;
(b) to establish and revise the method of
accounting for the Plan and to maintain the Accounts;
and
(c) to establish rules for the administration of
the Plan and to prescribe any forms required to
administer the Plan.
Not in limitation, but in amplification of the foregoing and of
the authority conferred upon the Committee in Section 8.1, the
Company specifically intends that the Committee have the greatest
permissible discretion to construe the terms of the Plan and to
determine all questions concerning eligibility, participation and
benefits. Any such decision made by the Committee is intended to
be subject to the most deferential standard of judicial review.
Such standard of review is not to be effected by any real or
alleged conflict of interest on the part of the Company or any
member of the Committee.
Section 9.2. TERMINATION. The Company expects the Plan to
be permanent, but necessarily must, and hereby does, reserve the
right to terminate the Plan at any time by written action of the
Board. In all events, the Plan will be terminated if the
existence of a trust causes a federal court to hold that the Plan
is "funded" for ERISA purposes, as defined in Section 2.02-4 of
the Trust, and appeals from that holding are no longer timely or
have been exhausted, and the trust is therefore terminated with
respect to the Plan. Upon termination of the Plan, all deferrals
will cease and no future deferrals will be made. Termination of
the Plan shall not operate to eliminate or reduce benefits of any
retired Participant or the Beneficiary of any deceased
Participant then eligible for benefits or the benefits, if any,
in any active Participant's Account immediately before the
effective date of such termination, and each such Account will be
credited, to the date of distribution of all benefits in such
Account, in accordance with Section 4.2, as it may be amended
from time to time pursuant to Section 9.1.
If the Plan shall at any time be terminated, payments from
the Accounts of all Participants and Beneficiaries shall be made
as soon as administratively convenient in the form of monthly
payments over a five (5) year period; however, the Committee in
its sole discretion may pay the benefits in a lump sum.
Notwithstanding the preceding sentence, if the termination occurs
because the Plan is held to be "funded" as described in the first
paragraph of this Section 9.2, the distribution will be paid in a
lump sum not later than ninety (90) days after such termination.
ARTICLE 10. MISCELLANEOUS
Section 10.1 NO GUARANTEE OF MEMBERSHIP. Neither the
adoption and maintenance of the Plan nor the execution by the
Company of a Permissible Deferral agreement with any Director
shall be deemed to be a contract between the Company and any
Participant to retain his or her position as a Director.
Section 10.2. INDIVIDUAL ACCOUNT PLAN. If it is determined
that the Plan is not an unfunded plan maintained primarily for a
select group of management or highly compensated employees as
described in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,
then the Plan is intended to be an individual account plan (other
than a money purchase plan) as described in Section 301(a)(8) of
ERISA.
Section 10.3. RELEASE. Any payment of benefits to or for
the benefit of a Participant or a Participant's Beneficiaries
that is made in good faith by the Company in accordance with the
Company's interpretation of its obligations hereunder, shall be
in full satisfaction of all claims against the Company for
benefits under this Plan to the extent of such payment.
Section 10.4. NOTICES. Any notice permitted or required
under the Plan shall be in writing and shall be hand delivered or
sent, postage prepaid, certified or registered mail with return
receipt requested, to the principal office of the Company, if to
the Company, or to the address last shown on the records of the
Company, if to a Participant or Beneficiary. Any such notice
shall be effective as of the date of hand delivery or mailing.
Section 10.5. NON-ALIENATION. No benefit payable at any
time under this Plan shall be subject in any manner to
alienation, sale, transfer, assignment, pledge, levy, attachment,
or encumbrance of any kind.
Section 10.6. TAX LIABILITY. The Company may direct the
trustee of the Trust to withhold from any payment of benefits
under the Plan such amounts as the Company determines are
reasonably necessary to pay any taxes (and interest thereon)
required to be withheld or for which the trustee of the Trust may
become liable under applicable law. The Company may also direct
the trustee of the Trust to forward to the appropriate taxing
authority any amounts required to be paid by the Company or the
Trust under the preceding sentence. Any amounts withheld
pursuant to this Section 10.6 in excess of the amount of taxes
due (and interest thereon) shall be paid to the Participant or
Beneficiary upon final determination, as determined by the
Company, of such amount. No interest shall be payable by the
Company to any Participant or Beneficiary by reason of any
amounts withheld pursuant to this Section 10.6.
Section 10.7. CAPTIONS. Article and section headings and
captions are provided for purposes of reference and convenience
only and shall not be relied upon in any way to construe, define,
modify, limit, or extend the scope of any provision of the Plan.
Section 10.8. APPLICABLE LAW. The Plan and all rights
hereunder shall be governed by and construed according to the
laws of the State of Missouri, except to the extent such laws are
preempted by the laws of the United States of America.
Schedule A - Annual Administrative Charges
Annual Administrative
Portfolio Gross Crediting Rate Charge
Up to 9.99% 1.40%
10.00% to 11.99% 1.00%
12.00% and above 0.00%