EXHIBIT 10(p)
AMENDMENT NO. 1 TO THE
MINN-DAK FARMERS COOPERATIVE
PENSION PLAN
Minn-Dak Farmers Cooperative, a North Dakota corporation, pursuant to
the power of amendment reserved to it in Section 9.1 of the Minn-Dak Farmers
Cooperative Pension Plan, hereby adopts and publishes this Amendment No. 1 to
said Plan, effective as of November 1, 1997, except as otherwise provided below.
Article 1. The definition of "Actuarial Equivalent" in Section 2.2 of
the Plan shall be amended by adding the following paragraph to that definition:
"Notwithstanding the prior provisions of this Section 2.2, if this
definition is used to determine any present value, then the calculation
shall be made in the manner described in Section 4.9."
Article 2. Section 4.4 of Article 4 shall be amended by adding the
following paragraph (e) to that section:
"(e) The Accrued Benefit of a Participant who was an Employee of
Midwest Agri-Commodities Special Products Partnership employed
at the Moses Lake, Washington location on or after April 10,
1997, shall be fully vested as of April 10, 1997."
Article 3. Section 4.5(c) of the Plan shall be amended by adding the
following sentence to that paragraph:
"Effective September 1, 1997, the reference to three thousand five
hundred dollars ($3,500) shall be changed to five thousand dollars
($5,000)."
Article 4. Section 4.9 of the Plan shall be amended by adding the
following paragraph (d) to that section:
"(d) Notwithstanding the prior provisions of this Section 4.9, if
this section is used to determine a present value on or after
November 1, 1997, the present value of the Participant's
vested Pension shall be determined according to this paragraph
(d). The mortality assumptions used for determining such
present value shall be based upon the `applicable mortality
table' prescribed by the Secretary of the Treasury in
accordance with Section 417(e)(3) of the Code and regulations
and rulings issued pursuant thereto (which as of October 1,
1995 is based upon a fixed blend of fifty percent (50%) of the
male
mortality rates and fifty percent (50%) of the female
mortality rates from the 1983 Group Annuity Mortality Table).
The interest rate to be used for that determination shall be
equal to the annual rate of interest on 30-year Treasury
securities as specified by the Commissioner of the Internal
Revenue Service for the second month before the first day of
the Plan Year in which the distribution is made. The mortality
decrement shall be taken into account to the extent provided
in IRS Notice 83-10, 1983-C.B. 536 or its replacement.
Notwithstanding the prior provisions of this paragraph, the
present value of the Participant's vested Pension shall not be
less than the present value of the Participant's benefit
accrued prior to November 1, 1997, determined under Section
4.9(b)(i) using the assumptions in place under the Plan as of
September 30, 1997."
Article 5. Paragraph (a) of Section 5.2 shall be amended by adding the
following subparagraph (vi) to that section:
"(vi) Effective November 1, 1997, a Participant who was an Employee
of Midwest Agri-Commodities Special Products Partnership at
the Moses Lake, Washington location and who terminated
employment with Moses Lake on or after April 10, 1997, may
elect to receive such Participant's benefit in a cash lump sum
which shall be equal to the present value of such
Participant's Accrued Benefit as determined under Section
4.9."
Article 6. Section 5.3 of the Plan shall be amended by adding the
following paragraph (h) to that section:
"(h) Lump Sum Payment. The payment of a cash lump sum benefit as
described in Section 5.2(a)(vi) shall be made as soon as
administratively feasible following the completion of any
paperwork required by the Committee."
Article 7. Section 5.4(b) of the Plan shall be amended by changing that
section to be known as Section 5.4 (c) and by adding the following paragraph as
the new Section 5.4 (b):
"(b) With respect to distributions made on or after June 30, 1997:
(i) If a distribution is one to which Sections 401(a)(11)
and 417 of the Code do not apply, or if any notice
requirement under such sections which is applicable
to the Participant has been satisfied, such
distribution may commence less than thirty (30) days
after the notice required under Section
1.411(a)-11(c) of the Income Tax Regulations is
given, provided that the:
(1) The Committee clearly informs the
Participant that the Participant has a right
to a period of thirty (30) days after
receiving the notice to consider the
decision of whether or not to elect a
distribution (and, if applicable, a
particular distribution option), and
(2) The Participant, after receiving the notice,
affirmatively elects a distribution.
(ii) If a distribution is one to which Sections 401(a) and
417 of the Code apply, if the Participant, after
having received the written explanation described in
Section 5.4(a), affirmatively elects a form of
distribution and the spouse consents to that form of
distribution (if necessary), such distribution may be
less than thirty (30) days after the date on which a
written explanation was provided to the Participant,
provided the following requirements are met:
(1) The Committee provides information to the
Participant clearly indicating that the
Participant has a right to at least thirty
(30) days to consider whether to waive the
Qualified Joint and Survivor Annuity and
consent to a form of distribution other than
a Qualified Joint and Survivor Annuity.
(2) The Participant is permitted to revoke an
affirmative distribution election at least
until the Annuity Starting Date, or, if
later, at any time prior to the expiration
of the 7-day period that begins the day
after the explanation of the Qualified Joint
and Survivor Annuity is provided to the
Participant.
(3) The Annuity Starting Date is after the date
that the explanation of the Qualified Joint
and Survivor Annuity is provided to the
Participant. However, the Annuity Starting
Date may be before the date that any
affirmative distribution election is made by
the Participant if the actual distribution
in accordance with the affirmative election
does not commence before the expiration
of the 7-day period that begins the day
after the explanation of the Qualified Joint
and Survivor Annuity is provided to the
Participant."
Article 8. Section 5.10(a) and Section 5.10(b)(i) of the Plan shall be
amended by adding the following sentence to the end of each paragraph:
"Effective September 1, 1997, the reference to three thousand five
hundred dollars ($3,500) shall be changed to five thousand dollars
($5,000)."
Article 9. Section 5.10 of the Plan shall be amended by adding the
following paragraph (c) to that Section:
"(c) Notwithstanding the prior provisions of this Section 5.10, on
and after November 1, 1997, whether the Actuarial Equivalent
of a Participant's Deferred Vested Pension does not exceed
$5,000 and may be paid upon termination of Service without the
Participant's consent shall be determined according to this
paragraph (c). The mortality assumptions used for determining
whether the value of the Participant's Deferred Vested Pension
does not exceed $5,000 shall be based upon the `applicable
mortality table' prescribed by the Secretary of the Treasury
in accordance with Section 417(e)(3) of the Code and
regulations and rulings issued pursuant thereto (which as of
October 1, 1995 is based upon a fixed blend of fifty percent
(50%) of the male mortality rates and fifty percent (50%) of
the female mortality rates from the 1983 Group Annuity
Mortality Table). The interest rate to be used for that
determination shall be equal to the annual rate of interest on
30-year Treasury securities as specified by the Commissioner
of the Internal Revenue Service for the second month before
the first day of the Plan Year in which the distribution is
made. The mortality decrement shall be taken into account to
the extent provided in IRS Notice 83-10, 1983-C.B. 536 or its
replacement. Notwithstanding the prior provisions of this
paragraph, the value of the Participant's Deferred Vested
Pension shall not be less than the value of the Participant's
Deferred Vested Pension accrued prior to November 1, 1997,
determined under Sections 5.10(a) and 5.10(b) using the
assumptions in place under the Plan as of September 30, 1997."
Article 10. Section 11.6(a) shall be removed and replaced by adding the
following new section 11.6(a):
"(a) Notwithstanding the other provisions of this Plan, the annual
Pension to which a Participant shall be entitled
hereunder, when aggregated with the benefit under all other
defined benefit plans maintained by the Employer or any
Adopting Employer, as defined in subsection (g) of this
section shall not exceed the lesser of:
(i) Ninety thousand dollars ($90,000); or
(ii) One hundred percent (100%) of the Participant's
average Annual Compensation as defined in subsection
11.6(f) hereof for the three (3) highest consecutive
calendar years during which he participated in the
Plan or any other plan maintained by the Employer or
any Adopting Employer.
The ninety thousand dollar ($90,000) limit set forth in clause
(i) above shall be increased automatically to account for
increases in the cost of living. Such cost-of-living
adjustments shall be limited to scheduled increases in
accordance with regulations issued by the Secretary of the
Treasury pursuant to Section 415(d) of the Code and shall be
effective no sooner than January 1 of each year. The Pension
limitation in subsection (a) hereof applies to a single life
annuity or Qualified Joint and Survivor Annuity. If as Pension
is paid in other than a single life annuity, the limitation
set forth in that subsection shall be adjusted to be the
actuarial equivalent of a single life annuity. The interest
rate assumption used to determine the actuarial equivalent
shall be the greater of the interest rate specified for
determining Actuarial Equivalent or five percent (5%);
provided, however, for purposes of making an adjustment from a
form of benefit which is subject to Section 417(e)(3) of the
Code (such as a lump sum distribution), that interest rate
assumption shall not be less than the annual rate of interest
on thirty (30) year Treasury securities for the second
calendar month immediately preceding the first day of the Plan
Year during which the applicable Participant's Annuity
Starting Date occurs.
On and after the first day of the Limitation Year beginning in
1997, the mortality assumptions used for determining an
actuarial equivalent shall be based upon the `applicable
mortality table' prescribed by the Secretary of the Treasury
in accordance with Section 417(e)(3) of the Code and
regulations and rulings issued pursuant thereto (which as of
October 1, 1995, is based upon a fixed blend of fifty percent
(50%) of the male mortality rates and fifty percent (50%) of
the female mortality rates from the 1983 Group Annuity
Mortality Table). The mortality decrement shall be taken into
account to the extent provided in IRS Notice 83-10, 1983-C.B.
536 or its replacement."
Article 11. Section 11.6(c) shall be removed and replaced with the
following new section 11.6(c):
"(c) If the annual benefit commences before the Participant's
Social Security Retirement Age (`SSRA'), the maximum
permissible amount may not exceed the lesser of the actuarial
equivalent of a $90,000 annual benefit beginning at that age
or the Participant's average Annual Compensation as defined in
subsection 11.6(f) hereof for the three (3) highest
consecutive calendar years during which he participated in the
Plan or any other plan maintained by the Employer or any
Adopting Employer. The actuarial equivalent shall be the
lesser of the Actuarial Equivalent or the actuarial equivalent
using five percent (5%) interest and the `applicable mortality
table' described above, all in accordance with Internal
Revenue Service regulations.
The Internal Revenue Service regulations referred to above
indicate that if the benefit is payable at or after age 62 and
before the Participant's SSRA, the dollar limitation at the
Participant's SSRA is reduced by 5/9 of 1% for each of the 36
months by which benefits commence before the month in which
the Participant's SSRA is attained, and by 5/12 of 1% for each
additional month. However, if the age at which the benefit is
payable is less than age 62, the dollar limitation is further
reduced so that the limitation is actuarially equivalent to
the limitation at age 62. The reduced dollar limitation, in
that case, is the lesser of the Actuarial Equivalent or the
actuarial equivalent computed using five percent (5%) interest
and the `applicable mortality table' described above.
If the annual benefit commences after the Participant's SSRA,
the benefit may not exceed the lesser of the actuarial
equivalent of a $90,000 annual benefit beginning at age 65 or
the Participant's average Annual Compensation as defined in
subsection 11.6(f) hereof for the three (3) highest
consecutive calendar years during which he participated in the
Plan or any other plan maintained by the Employer or any
Adopting Employer. That actuarial equivalent shall be the
lesser of the Actuarial Equivalent or the actuarial equivalent
computed using five percent (5%) interest and the `applicable
mortality table' described above."
Article 12. Article XIII shall be amended by adding the following new
Section 13.11 to that Article:
"Section 13.11 Transfer of Assets to or From Qualified Plan.
Assets held in the Trust or by any other plan or trust which is
qualified under Section 401(a) of the Internal Revenue
Code (as it may be amended from time to time) on behalf of an Employee
or Participant may be transferred between the Trust and such other plan
or trust (provided that proper notice is given to the Internal Revenue
Service as may be required). The Plan Administrator shall determine
whether to allow such transfer and then shall inform the Trustee of its
decision and direct it accordingly. For purposes of determining the
amount of assets to be transferred, the assumptions under the General
Agreement on Tariffs and Trade ("GATT") portion of the Uruguay Round
Agreements Act, P.L. 103-465 amending Section 203(e)(2) of the Employee
Retirement Income Security Act of 1974 and Sections 411(a)(11) and
417(e)(3) of the Internal Revenue Code of 1986 may be used in order to
satisfy the reasonable assumptions requirement described in Section
1.414(l)-1(b)(9) of the Treasury Regulations (as they may be amended
from time to time) provided the actuary for this Plan determines that
such assumptions are reasonable and further provided that the fiduciary
for the other plan or trust agree that such assumptions are reasonable.
In no event will the assumptions used violate the requirements of
Section 414(l)(1) of the Internal Revenue Code (as it may be amended
from time to time). All such assets shall be segregated or not
segregated as the Plan Administrator may determine."
IN WITNESS WHEREOF, Minn-Dak Farmers Cooperative has caused its
name to be hereunto subscribed by its
_______________________________________on
this day of________ __, of 19__.
MINN-DAK FARMERS COOPERATIVE
By: ______________________________________
Its: ______________________________________