Exhibit 10.(iii)C
FARMLAND INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
AS AMENDED AND RESTATED EFFECTIVE SEPTEMBER 1, 1999
Secretary Document Number: 420
TABLE OF CONTENTS
1.NAME OF PLAN ........................................................1
2.EFFECTIVE DATE ......................................................1
3.DEFINITIONS .........................................................1
a) DEFERRED COMPENSATION PLAN .......................................1
b) RETIREMENT PLAN ..................................................1
c) RETIREMENT PLAN BENEFIT ..........................................1
d) NORMAL RETIREMENT DATE ...........................................1
e) COMPENSATION .....................................................1
f) AVERAGE COMPENSATION .............................................1
g) BOARD ............................................................2
h) PLAN YEAR ........................................................2
i) TERMS ............................................................2
4. PARTICIPANTS........................................................2
5. SUPPLEMENTAL RETIREMENT BENEFIT.....................................2
a) COMMENCEMENT AND FORM OF BENEFIT .................................2
b) AMOUNT OF SUPPLEMENTAL RETIREMENT BENEFIT ........................2
6. DISABILITY BENEFITS.................................................4
a) AMOUNT OF BENEFIT ................................................4
b) TOTAL AND PERMANENT DISABILITY ...................................4
7. DEATH BENEFITS......................................................4
a) DEATH BEFORE RETIREMENT ..........................................4
b) DEATH AFTER RETIREMENT ...........................................4
8. FORFEITURE FOR VIOLATING STANDARDS OF CONDUCT.......................4
9. PARTICIPANTS' RIGHTS UNSECURED......................................5
10. PAYMENTS TO INCOMPETENT PERSONS....................................5
11. PAYMENTS TO PARTICIPANTS WHO HAVE RETIRED..........................5
12. AMENDMENTS TO THE PLAN.............................................5
13. TERMINATION OF THE PLAN............................................5
14. EXPENSES...........................................................5
15. NOTICES............................................................5
16. PLAN ADMINISTRATOR.................................................6
17. INTERPRETATION AND GOVERNING LAW...................................6
18. ADMINISTRATIVE COMMITTEE...........................................6
19. CLAIMS PROCEDURE...................................................6
20. RESTRICTIONS UPON FUNDING..........................................6
FARMLAND INDUSTRIES, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Farmland Industries, Inc. (the "Corporation") hereby amends and restates
the Farmland Industries, Inc. Supplemental Executive Retirement Plan, a plan
which is unfunded and is maintained by the Corporation for the purpose of
providing benefits for certain of its employees who participate in the Farmland
Industries, Inc. Employee Retirement Plan in excess of the limitations imposed
by Sections 401(a)(17) and 415 of the Internal Revenue Code, under the terms set
forth below, effective September 1, 1999:
1. NAME OF PLAN. This Plan shall be known as the "Farmland Industries, Inc.
Supplemental Executive Retirement Plan." It may be referred to in this document
simply as the "Plan."
2. EFFECTIVE DATE. The effective date of the plan is January 1, 1994. The
effective date of this restatement is September 1, 1999.
3. DEFINITIONS. The following terms shall have the meaning given them below:
a) Deferred Compensation Plan means the Corporation's Executive Deferred
Compensation Plan, as it may be amended from time to time.
b) Retirement Plan means the Farmland Industries, Inc. Employee
Retirement Plan, as it may be amended from time to time.
c) Retirement Plan Benefit means the amount of benefit payable from the
Retirement Plan to a Participant in the form of a single life annuity.
d) Normal Retirement Date means the later of attainment of age 62 and
completion of 5 years of Vesting Service.
e) Compensation means a participant's compensation paid by the
Corporation that is reportable as compensation on his or her Form W-2,
plus amounts deducted from the Participant's compensation pursuant to
Sections 125 or 401(k) of the Internal Revenue Code and amounts
deferred under the Deferred Compensation Plan (excluding deferrals of
long-term management incentive compensation), less:
i) moving expenses paid to the Participant by the Corporation,
ii) non-cash payments,
iii) in the case of a Participant who is a United States citizen, pay
received from any foreign subsidiary of the Corporation or any
affiliate of the Corporation, and
iv) any amounts received from this Plan, the Deferred Compensation Plan
or any long-term executive incentive program sponsored by the
Corporation.
f) Average Compensation means the average of the four highest calendar
years of Compensation out of the last ten calendar years prior to the
earliest to occur of a Participant's death, total and permanent
disability or retirement from employment with the Corporation.
g) Board means the Board of Directors of the Corporation.
h) Plan Year means the calendar year.
i) The following terms shall have the meaning set forth in the
Retirement Plan:
i. Actuarial Equivalent;
ii. Beneficiary;
iii. Deferred Retirement Date;
iv. Disability Retirement Annuity;
v. Early Retirement Annuity;
vi. Early Retirement Date;
vii. 50% Joint Annuity ;
viii. Final Average Wage Base;
ix. Normal Retirement Date:
x. Qualified Domestic Relations Order; and
xi. Vesting Service;
4. PARTICIPANTS. Participants shall include those individuals who are
members of a select group of the Corporation's management or whose
Compensation exceeds or has exceeded at any time the compensation limit
described in section 401(a)(17) of the Internal Revenue Code and who are
selected by the Board to participate in the Plan. Such participants are
listed in Appendix A to this Plan.
5. SUPPLEMENTAL RETIREMENT BENEFIT. Each Participant (a) whose employment
with the Corporation terminates on or after his or her 55th birthday and (b) who
has earned a fully vested employer-provided benefit under the Retirement Plan
shall be eligible to receive a Supplemental Retirement Benefit under this Plan.
a) Commencement and Form of Benefit. A Participant's annual
Supplemental Retirement Benefit determined under this Plan shall
be paid in monthly installments on the first day of each month
beginning with the first of the month coincident with the payment
of the Participant's Retirement Plan Benefit. Payments made to a
Participant who is not married at the time benefits under this Plan
commence shall be in the form of a monthly benefit payable for the
Participant's lifetime.
Payments made to a Participant who is married at the time benefits
under this Plan commence shall be in the form of a 50% Joint Annuity.
Alternatively, the Participant may elect an optional form of benefit.
Optional forms available include all optional forms permitted under
the Retirement Plan.
b) Amount of Supplemental Retirement Benefit. The annual Supplemental
Retirement Benefit, if any, payable to a Participant shall be equal
to:
i. the employer-provided portion of the Retirement Plan Benefit
payable to the Participant in a single life annuity under the
Retirement Plan (expressed as an annual amount), as modified under
rules set forth below, less
ii. the employer-provided portion of the actual Retirement Plan
Benefit payable to the Participant and/or his or her alternate
payee(s) under a Qualified Domestic Relations Order in a single
life annuity under the Retirement Plan (expressed as an annual
amount), and less
iii. the retirement adjustment payment under Section 6.4 of the
Deferred Compensation Plan (expressed as an annual amount).
Rules for Calculating i. Above. In calculating the amount in i.
above, the Participant's Retirement Plan Benefit payable to the
Participant in a single life annuity under the Retirement Plan
shall be modified. It shall be modified by including as wages (for
purposes of calculating the Participant's Final Average Wage Base)
all deferrals made by the Participant under the Deferred
Compensation Plan. It shall also be modified by disregarding the
limitations imposed by Sections 401(a)(17) and 415 of the Internal
Revenue Code of 1986, as they may be amended. These adjustments
shall have no impact on the benefit actually paid to the
Participant under the Retirement Plan. This shall instead affect
only the calculation of the Participant's Supplemental Retirement
Benefit under this Plan.
Determining Employer-Provided Portion of Benefits. In calculating
the amount in ii. above, the employer-provided portion of a
Participant's Retirement Plan Benefit shall be the portion
considered to be derived from employer contributions under Section
411(c)(1) of the Internal Revenue Code of 1986, as that Section may
be amended. In calculating the amount in i. above, the employer-
provided portion of a Participant's Retirement Plan Benefit shall
be the Participant's Retirement Plan Benefit multiplied by a
fraction. The fraction shall have as its numerator the employer-
provided portion of the Participant's Retirement Plan Benefit on
the Participant's Early Retirement Date, Normal Retirement Date or
Deferred Retirement Date (whichever is applicable). The
denominator shall be the Participant's full Retirement Plan Benefit
determined on the Participant's Early Retirement Date, Normal
Retirement Date or Deferred Retirement Date (whichever is
applicable).
Early Retirement "Window" Enhancements Disregarded. In
calculating a Participant's Retirement Plan Benefit under the
Retirement Plan,
any enhancement of benefits for early retirement available only to
those retiring during a "window" of time which is no longer than
two years in length, shall not be taken into account.
6. DISABILITY BENEFITS
a)Amount of Benefit. If a Participant becomes totally and permanently
disabled (i) before his employment with the Corporation terminates, (ii)
after attaining age 55, and (iii) after having earned a fully vested
employer-provided benefit under the Retirement Plan, he or she shall be
entitled to a disability benefit under the Plan. The disability benefit
will be equal to:
i) the Supplemental Retirement Benefit described in Section 5,
provided that in the case of a disability prior to the
Participant's Normal Retirement Date, there will be no
application of Early Retirement Annuity Factors as described in
Section 5(c), less
ii) the Disability Retirement Annuity payable to the Participant
under the Retirement Plan.
This benefit is payable beginning on the first of the month coincident
with or next following his or her date of total and permanent
disability.
b)Total and Permanent Disability. A Participant shall be considered
totally and permanently disabled if he or she becomes eligible to
receive disability benefits from the Social Security Administration.
7. DEATH BENEFITS
a)eath Before Retirement. If a Participant dies (i) before his
employment with the Corporation terminates, (ii) after attaining age 55,
and (iii) after having earned a fully vested employer-provided benefit
under the Retirement Plan, a death benefit shall be paid to the
Participant's Beneficiary. That Beneficiary shall be entitled to a
monthly amount payable for life. The monthly amount shall be equal to
the difference between; (i) the monthly benefit the Participant would
have received under Section 5 if he or she had retired on the date of
the Participant's death, and had elected to be paid in a Joint and 100%
Survivor Annuity form as that form is described in the Retirement Plan,
with his or her Beneficiary as joint annuitant, and (ii) the 100% Joint
Annuity, if any, payable to the Beneficiary under the Retirement Plan.
This benefit is payable beginning on the first of the month coincident
with or next following his or her date of death.
b)Death After Retirement. If a Participant entitled to a benefit under
this Plan dies after his employment terminates, the Participant's
Beneficiary shall receive benefits, if any, to which they may be
entitled based on the form of benefit elected by the Participant.
8. FORFEITURE FOR VIOLATING STANDARDS OF CONDUCT. Unless the Board of
Directors of the Corporation, in its sole discretion, chooses otherwise, no
benefit shall be payable to a Participant if one of the reasons for the
Participant's termination of employment is the Corporation's reasonable belief
that the participant has committed a criminal act or has violated the
Corporation's standards of conduct set forth in the Corporation's employee
handbook.
9. PARTICIPANTS' RIGHTS UNSECURED. The right of a Participant, or any
beneficiary, to receive a distribution under this Plan shall be an unsecured
claim against the general assets of the Corporation. Neither the Participant
nor his or her beneficiaries shall have any right to enter against any specific
assets of the Corporation. The Participants shall have the status of general
unsecured creditors to the Corporation. This Plan constitutes a mere promise by
the Corporation to make benefit payments in the future. Benefits under this
Plan may not in any way be encumbered or assigned by a Participant or any
beneficiary nor shall any benefits under this Plan be subject to seizure for the
payment of any debts, judgments, alimony or separate maintenance owed by the
Participant or his or her Beneficiary nor shall they be transferable by
operation of law in the event of bankruptcy, insolvency or otherwise.
10. PAYMENTS TO INCOMPETENT PERSONS. Every person receiving or claiming a
benefit under the Plan shall be presumed to be mentally competent and of age
until the Administrative Committee receives reliable, written notice that such
person is incompetent or a minor. Payments otherwise due a minor shall be paid
to any custodial parent of such minor. Payments otherwise due any other
incompetent person shall be paid to the guardian, conservator, or other legal
representative of such person. In the even that the Administrative Committee is
unable to locate a parent, guardian, conservator, or other legal representative
of an incompetent person who is otherwise entitled to payment under the Plan,
such payment shall be made to the individual determined by the Administrative
Committee to have assumed financial responsibility for the care of such person.
Before the initial payment is made to an individual designated in this section,
the minor or other legally incompetent person shall be notified of the
Administrative Committee's intent to make such payment to that other individual.
Any payment of a benefit in accordance with the provisions of this Section shall
be a complete discharge of any liability to make such payment.
11. PAYMENTS TO PARTICIPANTS WHO HAVE RETIRED. Participants who retired on or
before August 31, 1999 will continue to receive benefits, if any, pursuant to
the Plan provisions in effect at the time of their retirement, but without
regard to Section 6 of the prior plan.
12. AMENDMENTS TO THE PLAN. The Board may amend the Plan at any time,
without the consent of the Participants or their Beneficiaries, provided,
however no amendment shall reduce the benefit payable, if any, to a
Participant or Beneficiary, if such Participant or Beneficiary would have
been eligible to receive a benefit under this Plan if the Participant would
have terminated employment on the effective date of such amendment.
13. TERMINATION OF THE PLAN. The Board may terminate the Plan at any time.
No additional benefits shall be credited following termination of the Plan.
Upon termination of the Plan, distribution of Participants' benefits shall be
made in
the manner and at the time described under the Plan's normal provisions.
14. EXPENSES. Costs of administration of the Plan shall be paid by the
Corporation.
15. NOTICES. Any Notice or election required or permitted to be given
hereunder shall be in writing, in the form prescribed by the Administrative
Committee, and shall be deemed to be filed:
a)On the date it is personally delivered to the Administrative Committee
(or its designee), or
b)Three business days after it is sent by the registered or certified
mail, addressed to the Administrative Committee (or its designee) at the
Corporation's address.
16. PLAN ADMINISTRATOR. The Administrative Committee shall be the Plan
Administrator for the Plan.
17. INTERPRETATION AND GOVERNING LAW. This Plan is established in the state of
Missouri. To the extent federal law does not apply, any questions arising
under the Plan will be determined under the laws of the state of Missouri.
18. ADMINISTRATIVE COMMITTEE. The Board shall appoint an administrative
committee of no more than ten members (the "Administrative Committee") to
administer this Plan. The Administrative Committee shall have the power to
interpret the Plan and to determine all questions that arise under it. Such
power includes, for example, the administrative discretion necessary to
determine whether an individual meets the Plan's written eligibility
requirements, and to interpret any other term contained in this document. All
payments of benefits under the Plan shall be made by the Corporation in
accordance with the written direction of the Administrative Committee. The
decision of the Administrative Committee upon all matters within the scope of
its authority shall be final and binding on all parties.
19. CLAIMS PROCEDURE. In the event that a dispute arises over benefits under
this Plan and benefits are not paid to the Participant (or to his or her
Beneficiary in the case of the Participant's death) and such claimant feels he
or she is entitled to receive such benefits, then a written claim must be made
to the Plan Administrator within sixty (60) days from the date payments are
refused. The Plan Administrator shall review the written claim and, if the
claim is denied in whole or in part, the Plan Administrator shall provide, in
writing and within ninety (90) days of receipt of such claim, the Plan
Administrator's specific reasons for such denial and reference to the provisions
of the Plan upon which the denial is based and any additional material or
information necessary to perfect the claim. Such written notice shall further
indicate the steps to be taken by claimant if a further review of the claim
denial is desired. A claim shall be deemed denied if the Plan Administrator
fails to take any action within the aforesaid ninety-day period.
If claimant desires a second review, he or she shall notify the Plan
Administrator in writing within sixty (60) days of the first claim denial.
Claimant may review the Plan or any documents relating thereto and submit any
written issues and comments he or she may feel appropriate. In its sole
discretion, the Plan Administrator shall then review the second claim and
provide a written decision within sixty (60) days of receipt of such claim.
This decision shall likewise state the specific reasons for the decision and
shall include reference to specific provisions of the Plan upon which the
decision is based.
20. RESTRICTIONS UPON FUNDING. The Corporation shall have no obligation to set
aside, earmark or entrust any fund or money with which to pay its obligations
under the Plan.
The Corporation reserves the absolute right at its sole discretion to either
fund the obligations undertaken by this Plan or to refrain from funding the same
and to determine the extent, nature and method of such funding. Should the
Corporation elect to fund this Plan, in whole or in part, through the purchase
of life insurance, mutual funds, disability policies or annuities, the
Corporation reserves the absolute right, in its sole discretion, to terminate
such funding at any time, in whole or in part. At no time shall the Participant
or his or her Beneficiary be deemed to have any lien nor right, title or
interest in or to any such life insurance policy, mutual fund or annuity
contract, or to any other assets of the Corporation, nor shall nay such funding
investments or other assets be collateral security for the performance of the
Corporation's obligations under this Plan. Rather, any such life insurance
policy, mutual fund, annuity contract or other asset shall remain a general,
unpledged and unrestricted asset of the Corporation.
If the corporation elects to invest in a life insurance or annuity policy upon
the life of the Participant, then the Participant shall assist the Corporation
by freely submitting to a physical exam and supplying such additional
information necessary to obtain such insurance or annuity.
IN WITNESS WHEREOF, the Corporation hereby adopts this amended and restated
Supplemental Executive Retirement Plan this day of ________,
1999.
FARMLAND INDUSTRIES, INC.
By:_________________________________
Title:_______________________________
ATTEST:
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