EXHIBIT 10t.5
FIFTH AMENDMENT TO THE
Homeland Stores, Inc.
Employees' Retirement Plan
Pursuant to the authority set forth in Article X thereof,
Homeland Stores, Inc. Employees' Retirement Plan, is hereby
amended, effective as of the dates set forth below, in the
following respects only:
RESTATED/ADDED PAGES AMENDED SECTION EFFECTIVE
DATES
ii Table of Contents
(added new section)
9 Section 2.35 (clarified January 1,1989
definition of compensation
and added new compensation
limit effective January 1,
1994
20 Section 4.9 (added new January 1,1993
Section on direct rollovers)
HOMELAND STORES, INC.
EMPLOYEES' RETIREMENT PLAN
Effective as of January 1, 1989
Homeland Stores, Inc.
Oklahoma City, Oklahoma
Section 2.32 - Participation Date 9
Section 2.33 - Plan and Prior Plan 9
Section 2.34 - Plan Administrator 9
Section 2.35 - Plan Compensation 9
Section 2.36 - Plan Year 10
Section 2.37 - Qualified Election 10
Section 2.38 - Qualified Joint and Survivor Annuity 10
Section 2.39 - Qualified Preretirement Survivor Annuity 11
Section 2.40 - Retired Participant 11
Section 2.41 - Retirement Committee 11
Section 2.42 - Social Security Covered Compensation 11
Section 2.43 - Spouse or Surviving Spouse 11
Section 2.44 - Termination of Employment or Terminates Employment 11
Section 2.45 - Trust or Trust Agreement 11
Section 2.46 - Trust Fund 12
Section 2.47 - Trustee 12
Section 2.48 - Years of Eligibility Service 12
Section 2.49 - Years of Vesting Service 12
ARTICLE III - PARTICIPATION IN THE PLAN 14
Section 3.1 - Participation 14
Section 3.2 - Plan and Trust Agreement Binding 14
Section 3.3 - Duration of Participation 14
ARTICLE IV - MONTHLY RETIREMENT INCOME 15
Section 4.1 - Payment of Benefits Only From the Trust Fund 15
Section 4.2 - Qualified Joint and Survivor Annuity Rules/Forms of
Payment 15
Section 4.3 - Normal Retirement 17
Section 4.4 - Late Retirement 17
Section 4.5 - Early Retirement 17
Section 4.6 - Reemployment After the Commencement of Plan Benefits 18
Section 4.7 - Qualified Domestic Relations Order 19
Section 4.8 - Benefits Not Decreased Due to Post-Termination Social
Security Increase 19
Section 4.9 - Direct Rollover Rules 20
ARTICLE V - OTHER BENEFITS 21
Section 5.1 - Termination of Employment 21
Section 5.2 - Qualified Preretirement Survivor Annuity
Rules/Qualified Preretirement Survivor Annuity
Death Benefits 21
Section 5.3 - Post-Retirement Death Benefit 24
Section 5.4 - Beneficiary's Death; No Beneficiary Named 24
Section 5.5 - Cash-Out of Small Amounts 25
Section 5.6 - Limitation on Timing of Benefit Payments 25
Section 5.7 - Duration of Benefit Payments 25
Section 5.8 - Required Distributions 25
ii Fifth Amendment
credited with five (5) Years of Vesting Service under the Plan or
if earlier, the fifth (5th) anniversary of his commencement of
participation in the Plan.
Section 2.30 - Normal Retirement Date The term "Normal
Retirement Date" shall mean the first day of the month coincident
with or next following the Participant's attaining his Normal
Retirement Age.
Section 2.31 - Participant The term "Participant" shall mean any
Employee of an Employer who has become a Participant as provided
in Article III hereof.
Section 2.32 - Participation Date The term "Participation Date"
shall mean the January 1 or July 1 coincident with or immediately
following an Employee's completion of the requirements for
participation as provided in Article III hereof.
Section 2.33 - Plan and Prior Plan The term "Plan" shall mean
the Homeland Stores, Inc. Employees' Retirement Plan as set forth
herein. See the Preamble for the definition of "Prior Plan."
Section 2.34 - Plan Administrator The term "Plan Administrator"
shall mean the Company or other such person or entity designated
by the Company from time to time.
Section 2.35 - Plan Compensation The term "Plan Compensation"
shall mean base salary or wages plus overtime and bonuses, but
excluding non-cash taxable benefits, which an Employee is paid by
the Employers for the performance of duties during such portion
of the Plan Year as he is accruing Benefit Service hereunder.
Plan Compensation shall also include any salary reduction
contributions to Code sections 401(k) and 125 plans for such Plan
Year. Such determination period for Plan Compensation shall end
with the Employee's Early, Normal or Late Retirement Date or
termination date under Section 5.1 or the date his benefit
payments are resumed under Section 4.6 hereof. Notwithstanding
the above to the contrary, the Participant's Plan Compensation
for any Plan Year on or after January 1, 1989, (or portion
thereof in which Benefit Service is accrued) determined under
this section shall be limited to Two Hundred Thousand Dollars
($200,000) as to benefit accruals occurring prior to January 1,
1994 and One Hundred Fifty Thousand Dollars ($150,000) as to
benefit accruals occurring on and after January 1, 1994 (or such
adjusted amount for the year for cost-of-living pursuant to Code
sections 401(a)(17) and 415(d)).
For purposes of determining the Plan Compensation of a
Participant who is a "Highly Compensated Employee" (as defined in
Code section 414(q) by reason of being a "Five Percent (5%)
Owner" (as defined in Code section 414(q)(3) or a member of the
group consisting of the ten (10) Highly Compensated Employees
paid the greatest total "Compensation" (as defined in Code
section 414(q)(7) during the Plan Year, Plan Compensation of such
Employee shall include the Plan Compensation of "family members"
who are Participants. "Family members" as used herein shall mean
the spouse of the Participant and any lineal descendants of the
Participant who have not Attained Age nineteen (19) before the
close of the year. If such aggregated Plan Compensation for the
year exceeds the dollar limit, then the dollar limit applicable
to each such Participant's Plan Compensation for such year will
be the dollar limit otherwise applicable for such year multiplied
by a fraction, the numerator of which is such Participant's
unlimited Plan
9 Fifth Amendment
Section 4.8 - Benefits Not Decreased Due to Post-Termination
Social Security Increase Any benefit which a Participant is
eligible to receive shall not be decreased by reason of any
increase in a benefit level or wage base under Title II of the
Social Security Act if such increase takes place after the later
of (i) September 2, 1974, or (ii) the date of the Employee's
Termination of Employment hereunder.
Section 4.9 - Direct Rollover Rules The following rules shall
apply as provided herein.
Section 4.9(a) - This section applies to distributions made
on or after January 1, 1993. Notwithstanding any provision
of the Plan to the contrary that would otherwise limit a
distributee's election under this section, a distributee may
elect, at the time and in the manner prescribed by the
Retirement Committee, to have any portion of an eligible
rollover distribution paid directly to an eligible
retirement plan specified by the distributee in a direct
rollover.
Section 4.9(b) - Definitions (applicable to this section):
(i) Eligible rollover distribution: An eligible
rollover distribution is any distribution of all or
any portion of the balance 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 specified period of ten years
or more; any distribution to the extent such
distribution is required under section 401(a)(9) of
the Code; and the portion of any distribution that
is not includable in gross income (determined
without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(ii) Eligible retirement plan: An eligible
retirement plan is an individual retirement account
described in section 408(a) of the Code, an
individual retirement annuity 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, an
eligible retirement plan is an individual retirement
account or individual retirement annuity.
(iii) Distributee: A distributee includes an
employee or former employee. In addition, the
employee's or former employee's surviving spouse and
the employee's or former employee's 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.
(iv) Direct rollover: A direct rollover is a
payment by the Plan to the eligible retirement plan
specified by the distributee.
20 Fifth Amendment