SNET EXECUTIVE RETIREMENT SAVINGS PLAN
With amendments through January 1, 1998
January 1998
TABLE OF CONTENTS
SECTION 1. PURPOSE 1
SECTION 2. DEFINITIONS 1
SECTION 3. FUNDING 2
SECTION 4. ADMINISTRATION 3
SECTION 5. CLAIMS PROCEDURE 3
SECTION 6. MISCELLANEOUS 4
SECTION 7. PLAN TERMINATION 4
SECTION 8. SOURCE OF PAYMENTS 4
SECTION 9. UNFUNDED STATUS 5
SECTION 10. CHANGE OF CONTROL 5
SECTION 11. PLAN MODIFICATION 8
ARTICLE A. EXECUTIVE RETIREMENT SAVINGS PROGRAM
SECTION 1. PURPOSE OF ARTICLE A OF THIS PLAN 9
SECTION 2. ADDITIONAL DEFINITIONS APPLICABLE UNDER
ARTICLE A 9
SECTION 3. PARTICIPATION UNDER ARTICLE A 10
SECTION 4. RESTORATION ALLOCATION &
INCENTIVE AWARD ALLOCATION 10
SECTION 5. PAYMENT OF EXECUTIVE RETIREMENT SAVINGS
PLAN ACCOUNT 12
ARTICLE B. EMPLOYEE RETIREMENT SAVINGS PROGRAM
SECTION 1. PURPOSE OF ARTICLE B OF THIS PLAN 13
SECTION 2. ADDITIONAL DEFINITIONS APPLICABLE UNDER
ARTICLE B 13
ARTICLE B. EMPLOYEE RETIREMENT SAVINGS PROGRAM (CONTINUED)
SECTION 3. PARTICIPATION UNDER ARTICLE B 14
SECTION 4. RESTORATION ALLOCATION 14
SECTION 5. PAYMENT OF EMPLOYEE RETIREMENT SAVINGS
PLAN ACCOUNT 15
SNET EXECUTIVE RETIREMENT SAVINGS PLAN
SECTION 1. PURPOSE
The purpose of the SNET Executive Retirement Savings
Plan (the "Plan") is to provide certain management and
highly compensated employees of Southern New England
Telecommunications Corporation (the "Corporation") (and its
subsidiaries which have determined, with the consent of the
Committee, to participate in this Plan), with certain
contributions that would have been provided to them under
the SNET Management Retirement Savings Plan (the "Savings
Plan") if pensionable compensation were not subject to the
limitation imposed by Section 401(a)(17) of the Code and,
certain executives with an additional contribution based on
the amount of Short Term Incentive Award deferred by them.
The Plan is intended to constitute an "unfunded plan
for deferred compensation for a select group of management
or highly compensated employees for purposes of Title 1 of
ERISA.
The Plan shall consist of two components: (1) Article A
which contains the program available for executive-level
employees; and (2) Article B which contains the program
available for management employees below the executive-
level.
SECTION 2. DEFINITIONS
When used herein with initial capital letters, each of
the following terms shall have the corresponding meaning set
forth below unless a different meaning is plainly required
by the context in which the term is used:
"Beneficiary" shall have the meaning provided under
Article A or Article B of this Plan, as applicable.
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"Board" shall mean the Board of Directors of the
Company.
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
"Committee" shall mean the Employees' Benefit Committee
under the SNET Management Retirement Savings Plan.
"Company" shall mean The Southern New England Telephone
Company and, where applicable, the Board, a committee
thereof, or its authorized representatives.
"Corporation" shall mean Southern New England
Telecommunications Corporation.
"Deferral Plan" shall mean the SNET Incentive Award
Deferral Plan.
"Employer" shall mean the Corporation and any other
company (or portion thereof) which is a Participating
Company in the Savings Plan.
"ERISA" shall mean the Employee Retirement Income
Security Act of 1974 as it may be amended from time to time.
"Participant" shall mean an employee of an Employer who
is eligible to participate in the Plan pursuant to Article A
or Article B, as applicable.
"Plan Year" shall mean the calendar year.
"Salary" shall have the same meaning as provided in the
Savings Plan but shall also include amounts disregarded
pursuant to Section 401(a)(17) of the Code.
"Savings Plan" shall mean the SNET Management
Retirement Savings Plan.
SECTION 3. FUNDING
Amounts payable under this Plan shall be "unfunded," as
that term is used in Sections 201(2), 301(a)(3), 401(a)(1)
and 4021(a)(6) of ERISA with respect to unfunded plans
maintained primarily for the purpose of providing
deferred compensation to a select group of management
or highly compensated employees, and the Plan shall be
administered in a manner that will ensure that amounts
payable hereunder are unfunded and that Participants
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will not be considered to have received a taxable economic
benefit prior to the time at which amounts are actually
payable hereunder. Accordingly, a Participant's Plan account
shall be only a bookkeeping account, and no Employer shall
be required to segregate or earmark any of its assets for
the benefit of Participants or their spouses or other
beneficiaries, with each such person having only a contractual
right against the Employer for amounts payable hereunder. The
rights and interest of a Participant under this Plan shall not be
subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge or encumbrance by a Participant
or any person claiming under or through a Participant, nor
shall they be subject to the debts, contracts, liabilities
or torts of a Participant or anyone else prior to payment.
SECTION 4. ADMINISTRATION
The Plan Administrator as that term is defined under
ERISA is the Corporation and the Plan shall be operated
under the direction of the Corporation or its agents. The
calculation of all amounts payable under the Plan shall be
performed by the Corporation or its agents, and such
calculations and the Corporation's or its agent's decisions
in all other matters involving the interpretation or
application of the Plan shall be final and binding on all
persons.
SECTION 5. CLAIMS PROCEDURE
All claims by a Participant, spouse or beneficiary for
amounts payable under this Plan shall be determined under
the claims procedure in effect under the Savings Plan
applicable to such person on the date that such claims are
submitted. The person or entity authorized to determine
final claims appeals under the Savings Plan shall act for
the Corporation for the purpose of such claims
determination.
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SECTION 6. MISCELLANEOUS
6.1 Plan Not an Employment Contract. Neither the
adoption of the Plan by the Employer, nor any action of the
Employer or the Committee under the Plan, nor participation
in the Plan or failure to participate in the Plan by any
person, shall be held or construed to confer upon any person
any legal right to be continued as an employee of any
Employer. All employees, regardless of whether they
participate in the Plan, shall be subject to discharge to
the same extent as they would have been if the Plan had
never been adopted.
6.2 Headings. Headings are included in the Plan for
convenience only and are not substantive provisions of the
Plan.
6.3 Applicable Law. The interpretation of the
provisions and the administration of the Plan shall be
governed by the laws of the State of Connecticut without
regard to principles of conflicts of laws, to the extent not
preempted by federal law.
SECTION 7. PLAN TERMINATION
The Board retains the right to terminate the Plan in
whole or in part, and each Participating Company retains the
right to withdraw from this Plan, at any time, for any
reason, with or without notice. Unless the Participant
provides prior written consent, however, said withdrawal or
termination, as applicable, shall not affect the rights of
any Participant or Beneficiary to any benefit under the Plan
to which such person may have previously become entitled
prior to the effective date of the withdrawal or
termination.
SECTION 8. SOURCE OF PAYMENTS
Benefits arising under this Plan and all costs,
charges, and expenses relating thereto will be payable
from SNET's general assets. SNET may, however, establish
a trust to pay such benefits and related expenses,
provided such trust does not cause the Plan to be
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"funded" within the meaning of ERISA. To the extent trust
assets are available, they may be used to pay benefits arising
under this Plan and
all costs, charges, and expenses relating thereto. To the
extent that the funds held in the trust, if any, are
insufficient to pay such benefits, costs, charges and
expenses, SNET shall pay such benefits, costs, charges and
expenses from its general assets.
SECTION 9. UNFUNDED STATUS
The Plan at all times shall be entirely unfunded for
purposes of the Code and ERISA and no provision shall at any
time be made with respect to segregating any assets of a
Participating Company for payment of any benefits hereunder.
Funds that may be invested through a trust described in
Section VIII of the Plan shall continue for all purposes to
be part of the general assets of the Participating Company
which invested the funds. The Plan constitutes a mere
promise by SNET and the Participating Companies to make
benefit payments, if any, in the future. No Participant,
Beneficiary or any other person shall have any interest in
any particular assets of a Participating Company by reason
of the right to receive a benefit under the Plan and to the
extent the Participant, Beneficiary or any other person
acquires a right to receive benefits under this Plan, such
right shall be no greater than the right of any unsecured
general creditor of a Participating Company.
SECTION 10. CHANGE OF CONTROL
Any provision of the Plan to the contrary
notwithstanding, in the event of a Change of Control (as
defined below), any benefit accrued as of the date of the
Change of Control, shall not be subject to forfeiture and
shall be paid in a single lump sum on the last day of the
month following the month in which the Change of Control
occurred for those Participants currently eligible to
receive a distribution, other than a hardship distribution,
under the Plan, and on the last day of the month following
the month in which the event occurs (e.g., termination of
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employment, disability or death) giving rise to the
obligations of SNET or Participating Company to pay such
benefit for those Participants not currently eligible to
receive a distribution, other than a hardship distribution,
under the Plan. For this purpose, the accrued benefit shall
be calculated based upon the provisions of the Plan in
effect immediately prior to the Change of Control and shall
not be adversely affected because of any subsequent events,
including, without limitation, termination or amendment of
the Plan or the Savings Plan or the Deferral Plan, or lack
of continued status.
For purposes of this Section X, a Change of Control
shall mean:
(A) an acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i) the then
outstanding shares of common stock of the Corporation
(the Outstanding Corporation Common Stock") or (ii) the
combined voting power of the then outstanding voting
securities of the Corporation entitled to vote
generally in the election of directors (the
"Outstanding Corporation Voting Securities");
excluding, however, the following: (1) any acquisition
directly from the Corporation, other than an
acquisition by virtue of the exercise of a conversion
privilege unless the security being so converted was
itself acquired directly from the Corporation, (2) any
acquisition by the Corporation, (3) any acquisition by
any employee benefit plan (or related trust)
participated in by the Corporation or any corporation
controlled by the Corporation or (4) any acquisition by
any corporation pursuant to a reorganization, merger,
consolidation or similar corporate transaction (in each
case, a "Corporate Transaction"), if, pursuant to such
Corporate Transaction, the conditions described in
clauses (i), (ii), and (iii) of Paragraph (C) of this
Section X are satisfied; or
(B) a change in the composition of the Board of
Directors of the Corporation (the "Board") such that
the individuals who, as of December 12, 1990,
constitute the Board (the Board as of the above date
shall be hereinafter referred to as the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board; provided, however, for purposes
of this Section X, that any individual who becomes a
member of the Board subsequent to the above date whose
election, or nomination for election by the
shareholders of the Corporation, was approved by a vote
of at least a majority of those individuals who are
member of the Board and who were also members of the
Incumbent Board (or deemed to be such pursuant to this
provision) shall be considered as though such
individual were a member of the Incumbent Board, but,
provided further, that any such individual whose
initial assumption of office occurs as a result of
either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
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solicitation of proxies or consents by or on
behalf of a Person other than the Board shall not be so
considered as a member of the Incumbent Board; or
(C) the approval by the shareholders of the
Corporation of a Corporate Transaction or, if
consummation of such Corporate Transaction is subject,
at the time of such approval by shareholders, to the
consent of any government or governmental agency, the
obtaining of such consent (either explicitly or
implicitly by consummation); excluding, however, such a
Corporate Transaction pursuant to which (i) all or
substantially all of the individuals and entities who
are the beneficial owners, respectively, of the
Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities immediately prior to such
Corporate Transaction will beneficially own, directly
or indirectly, more than 60% of, respectively, the
outstanding shares of common stock of the corporation
resulting from such Corporate Transaction and the
combined voting power of the outstanding voting
securities of such corporation entitled to vote
generally in the election of directors, in
substantially the same proportions as their ownership,
immediately prior to such Corporate Transaction, of the
Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (ii)
no Person (other than the Corporation, any employee
benefit plan (or related trust) participated in by the
Corporation or such Corporation resulting form such
Corporate Transaction and any Person beneficially
owning, immediately prior to such Corporate
Transaction, directly or indirectly, 20% or more of the
outstanding shares of common stock of the corporation
resulting from such Corporate Transaction or the
combined voting power of the then outstanding voting
securities of such corporation entitled to vote
generally in the election of directors and (iii)
individuals who were members of the Incumbent Board
will constitute at least a majority of the members of
the board of directors of the corporation resulting
from such Corporate Transaction; or
(D) the approval by the shareholders of the
Corporation of (i) a complete liquidation or
dissolution of the Corporation or (ii) the sale or
other disposition of all or substantially all of the
assets of the Corporation; excluding, however, such a
sale or other disposition to a corporation, with
respect to which following such sale or other
disposition, (1) more than 60% of, respectively, the
then outstanding shares of common stock of such
corporation and the combined voting power of the then
outstanding voting securities of such corporation
entitled to vote generally in the election of directors
will be then beneficially owned, directly or
indirectly, by all or substantially all of the
individuals and entities who were the beneficial
owners, respectively, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting
Securities immediately prior to such sale of other
disposition in substantially the same proportion as
their ownership, immediately prior to such sale or
other disposition, of the Outstanding Corporation
Common Stock and Outstanding Corporation Voting
Securities, as the case may be, (2) no Person (other
than the Corporation and any employee benefit plan (or
related trust) participated in by the Corporation or
such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the Outstanding
Corporation Common Stock or Outstanding Corporation
Voting Securities, as the case may be) will
beneficially own, directly or indirectly, 20% or more
for, respectively, the then outstanding shares of
common stock of such corporation and the combined
voting power of the then outstanding voting securities of
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such corporation entitle to vote generally in the
election of directors and (3) individuals who were
members of the Incumbent Board will constitute at least
a majority of the members of the board of directors of
such corporation.
SECTION 11. PLAN MODIFICATION
The Board may from time to time make changes in the
Plan. In addition, the Senior Vice President-Organization
Development of the Corporation (or any successor to that
officer's responsibilities), with the concurrence of the
Senior Vice President and General Counsel of the Corporation
(or any successor to that officer's responsibilities), shall
be authorized to make minor or administrative changes to the
Plan, as well as changes dictated by the requirements of
federal or state statutes applicable to any Participating
Company or authorized or made desirable by such statutes.
Such changes shall not affect the rights of any Participant,
or Beneficiary, without the Participant's consent, to any
benefit under the Plan to which such person may have
previously become entitled under the terms of the Plan.
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ARTICLE A. EXECUTIVE RETIREMENT SAVINGS PROGRAM
SECTION 1. PURPOSE OF ARTICLE A OF THIS PLAN
The purpose of this Article A, the Executive Retirement
Savings Program, is to provide certain highly compensated
employees with certain contributions that would have been
provided to them under the SNET Management Retirement
Savings Plan (the "Savings Plan") if pensionable
compensation were not subject to the limitation imposed by
Section 401(a)(17) of the Code and with an additional
contribution based on the amount of Short Term Incentive
Award deferred by them.
SECTION 2. ADDITIONAL DEFINITIONS APPLICABLE UNDER ARTICLE A
When used in this Article A with initial capital
letters, each of the following terms shall have the
corresponding meaning set forth below unless a different
meaning is plainly required by the context in which the term
is used:
"Beneficiary" shall mean the person or persons entitled
to receive distributions under the Deferral Plan, or if the
Participant did not elect to participate in the Deferral
Plan, the Savings Plan, upon or after the death of a
Participant.
"Executive Retirement Savings Plan Account" shall mean
the account provided for in Section 4 of this Article A.
"Hardship" shall mean an unanticipated emergency that
is caused by an event beyond the control of the Participant
that would result in financial hardship for such Participant
if a distribution under the Plan were not permitted, as
determined by the person or entity designated under the Deferral
Plan to make such determination in their sole discretion. The
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person or entity so designated may require the
Participant to submit whatever documentation the person
or entity deems appropriate to make such determination of
Hardship.
"Incentive Award Allocation" shall mean allocations to
a Participant's Executive Retirement Savings Plan Account,
based on the amount of Short Term Incentive Award that is
deferred, as described in Section 3 of this Article A.
"Savings Plan Restoration Allocation" shall mean
allocations to a Participant's Executive Retirement Savings
Plan Account, based on potential matching contributions to
the Savings Plan, as described in Section 4 of this Article A.
SECTION 3. PARTICIPATION UNDER ARTICLE A
Effective January 1, 1994, each employee of an Employer
who is eligible to participate in the Deferral Plan and
whose compensation from the Employer exceeds the limitations
of Section 401(a)(17) of the Code and whose matching
contributions by an Employer under the Savings Plan are
limited on account of such limitations shall be a
Participant in the Plan as of April 1 of the Plan Year
following a Plan Year in which such limitations occur,
provided such executive is on the active payroll or an
approved leave of absence as of that date. Each executive
participating in the SNET Incentive Award Deferral Plan
shall be a Participant in the Plan upon the granting of an
award payment and the election of such Participant to defer
receipt of such award under such Plan, provided such
executive is on the active payroll or an approved leave of
absence as of the date any such award is granted.
SECTION 4. RESTORATION ALLOCATION AND INCENTIVE AWARD ALLOCATION
4.1 Benefits under this Plan shall consist of two
components, one based on potential matching contributions
and the other on deferred Short Term Incentive Awards. For
each Participant who, for a Plan Year, has made pre-tax
contributions to the Savings Plan in an amount equal to the
limitation under Section 402(g) of the Code or the maximum pre-tax
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contributions permitted under the terms of the Savings Plan,
a Savings Plan Restoration Allocation shall be credited
to the Participant's Executive Retirement Savings
Plan Account for each Plan Year, as of the end of the Plan
Year. The Savings Plan Restoration Allocation shall be the
amount of additional matching contributions that would have
been made by the Employer to the Savings Plan on behalf of
the Participant had the limitations of Section 401(a)(17) of
the Code not been applicable in calculating such matching
contributions. In determining this amount, the amount of
the Participant's deferral of their Short Term Incentive
Award under the Deferral Plan shall be added to the amount
contributed by the Participant to the Savings Plan to the
extent that the Participant was foreclosed from contributing
6% of their salary to the Savings Plan due to the limits
imposed under Section 402(g) of the Code. Such allocation
shall be credited as of the first day of April of the Plan
Year following the Plan Year for which such matching
contributions would have been made to the Savings Plan but
for the limitations of Sections 401(a)(17) and 402(g) of the
Code.
The second component shall consist of an Incentive
Award Allocation to be made to the Participant's Executive
Retirement Savings Plan Account equal to the amount that
would have been made as a matching contribution to the
Savings Plan had (i) the executive's deferred Short Term
Incentive Award been contributed to the Savings Plan, (ii)
the limitations of Section 401(a)(17) of the Code not been
applicable, (iii) the definition of Salary under the Savings
Plan been limited to the Participant's Short Term Incentive
Award, and (iv) matching contributions pursuant to the ESOP
portion of the Savings Plan not been made. Such allocation
shall be credited when the Short Term Incentive Award is
granted.
In addition, the Secretary of the Committee with the
advice of legal counsel, may provide for an additional
amount to be credited to a Participant's Savings Plan
Restoration Allocation account if the Secretary determines
that the additional credit is appropriate, due to
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the impact of administrative actions undertaken to insure
compliance with applicable law, provided that the total of the
amount credited by the Secretary hereunder shall not exceed 4%
of the Participant's Salary for the Plan Year for which the
credit is given.
4.2 Interest shall be credited on each Participant's
Executive Retirement Savings Plan Account, in accordance
with the interest crediting provisions of the Deferral Plan.
SECTION 5. PAYMENT OF EXECUTIVE RETIREMENT SAVINGS PLAN ACCOUNT
The amount credited to a Participant's Executive
Retirement Savings Plan Account, to the extent vested, shall
be paid to the Participant, or to the Participant's
Beneficiary in the event of death, in accordance with the
distribution provisions of the Deferral Plan when the
Participant ceases to be employed by any Employer due to the
Participant's retirement, termination of employment, death
or a Change in Control. A Participant may also receive a
distribution of his benefits under the Plan, while still
employed by any Employer, in the case of a Hardship, to the
extent of the amount necessary to meet such Hardship. A
Participant shall be vested in the amounts credited to an
Executive Retirement Savings Plan Account to the same extent
as the Participant is vested in amounts attributable to
Employer matching contributions to the Savings Plan.
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ARTICLE B. EMPLOYEE RETIREMENT SAVINGS PROGRAM
SECTION 1. PURPOSE OF ARTICLE B OF THIS PLAN
The purpose of this Article B, the Employee Retirement
Savings Program, is to provide certain highly compensated
employees with certain contributions that would have been
provided to them under the SNET Management Retirement
Savings Plan (the "Savings Plan") if pensionable
compensation were not subject to the limitation imposed by
Section 401(a)(17) of the Code.
SECTION 2. ADDITIONAL DEFINITIONS APPLICABLE UNDER ARTICLE B
When used in this Article B with initial capital
letters, each of the following terms shall have the
corresponding meaning set forth below unless a different
meaning is plainly required by the context in which the term
is used:
"Beneficiary" shall mean the person or persons entitled
to receive distributions under the Savings Plan upon or
after the death of a Participant.
"Employee Retirement Savings Plan Account" shall mean
the account provided for in Section 4 of this Article B.
"Hardship" shall mean an unanticipated emergency that
is caused by an event beyond the control of the Participant
that would result in financial hardship for such Participant
if a distribution under the Plan were not permitted, as
determined by the person or entity designated under the
Savings Plan to make such determination in their sole
discretion. The person or entity so designated may require
the Participant to submit whatever documentation the person
or entity deems appropriate to make such determination of
Hardship.
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"Savings Plan Restoration Allocation" shall mean
allocations to a Participant's Employee Retirement Savings
Plan Account, based on potential matching contributions to
the Savings Plan, as described in Section 4 of this Article B.
SECTION 3. PARTICIPATION UNDER ARTICLE B
Effective March 13, 1996, each employee of an Employer
who is not eligible to participate in the Deferral Plan and
whose compensation from the Employer exceeds the limitations
of Section 401(a)(17) of the Code and whose matching
contributions by an Employer under the Savings Plan are
limited on account of such limitations shall be a
participant in the Plan as of April 1 of the Plan Year
following a Plan Year in which such limitations occur,
provided such employee is on the active payroll or on an
approved leave of absence as of that date.
SECTION 4. RESTORATION ALLOCATION
4.1 For each Participant who, for a Plan Year, has
made pre-tax contributions to the Savings Plan in an amount
equal to the limitation under Section 402(g) of the Code or
the maximum pre-tax contributions permitted under the terms
of the Savings Plan, a Savings Plan Restoration Allocation
shall be credited to the Participant's Employee Retirement
Savings Plan Account for each Plan Year, as of the end of
the Plan Year. The Savings Plan Restoration Allocation
shall be the amount of additional matching contributions
that would have been made by the Employer to the Savings
Plan on behalf of the Participant had the limitations of
Section 401(a)(17) of the Code not been applicable in
calculating such matching contributions. Such allocation
shall be credited as of the first day of April of the Plan
Year following the Plan Year for which such matching
contributions would have been made to the Savings Plan but
for the limitations of Sections 401(a)(17) and 402(g) of the
Code.
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In addition, the Secretary of the Committee with the
advice of legal counsel, may provide for an additional
amount to be credited to a Participant's Savings Plan
Restoration Allocation account if the Secretary determines
that the additional credit is appropriate due to the impact
of administrative actions undertaken to insure compliance
with applicable law, provided that the total of the amount
credited by the Secretary hereunder shall not exceed 4% of
the Participant's Salary for the Plan Year for which the
credit is given.
4.2 Interest shall be credited on each Participant's
Employee Retirement Savings Plan Account, in accordance with
the interest crediting provisions of the Deferral Plan.
SECTION 5. PAYMENT OF EMPLOYEE RETIREMENT SAVINGS PLAN ACCOUNT
The amount credited to a Participant's Employee
Retirement Savings Plan Account, to the extent vested, shall
be paid to the Participant, or to the Participant's
Beneficiary in the event of death, as soon as
administratively practicable following the month in which
the Participant ceases to be employed by any Employer due to
the Participant's retirement, termination of employment,
death or a Change in Control. A Participant may also
receive a distribution of his benefits under the Plan, while
still employed by any Employer, in the case of a Hardship,
to the extent of the amount necessary to meet such Hardship.
A Participant shall be vested in the amounts credited to an
Employee Retirement Savings Plan Account to the same extent
as the Participant is vested in amounts attributable to
Employer matching contributions to the Savings Plan.
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