EXHIBIT 4.2
UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN
AMENDMENT NO. 1 TO RESTATED PLAN
GENERALLY EFFECTIVE AS OF JULY 1, 1996
WHEREAS, effective as of July 1, 1987, Concord Electric Company Tax
Deferred Savings and Investment Plan, initially adopted effective as of January
1, 1985 by Concord Electric Company, a wholly-owned subsidiary of UNITIL
Corporation ("UNITIL"), and the UNITIL Corporation Tax Deferred Savings and
Investment Plan, initially adopted effective as of January 1, 1985, by UNITIL
Service Corp., also a wholly-owned subsidiary of UNITIL, were amended and
restated and consolidated, under the name of UNITIL Corporation Tax Deferred
Savings and Investment Plan (the "Plan"); and
WHEREAS the Plan was also adopted by Exeter & Hampton Electric Company,
also a wholly-owned subsidiary of UNITIL, effective as of January 1, 1989 for
its employees not covered by a collective bargaining agreement, and effective as
of January 1, 1990 for its collective bargaining unit employees, and merged as
of such dates with the respective portions of the Exeter & Hampton Electric
Company Thrift Savings Plan; and
WHEREAS the Plan was also adopted by Fitchburg Gas and Electric Light
Company ("Fitchburg"), which had also become a wholly-owned subsidiary of
UNITIL, effective as of April 29, 1992, with respect to non-collective
bargaining employees, effective as of May 8, 1992, and with respect to its
collective bargaining employees, effective as of January 1, 1994, merging with
the Plan as of such respective dates the Fitchburg Gas and Electric Light
Company Tax Deferred Savings and Investment Plan, covering non-collective
bargaining employees, and the Fitchburg Gas and Electric Light Company Union Tax
Deferred Savings and Investment Plan, covering collective bargaining employees;
and
WHEREAS the Plan was most recently amended and restated by an instrument
dated December 23, 1994, generally effective as of January 1, 1989, in part to
comply with the provisions of the Tax Reform Act of 1986 and subsequent
legislation and related regulations; and
WHEREAS the current Trustee under the Plan is The First National Bank of
Boston under a Trust Agreement originally dated June 27, 1987, effective as of
July 1, 1987; and
WHEREAS each of said corporations desires to further amend the Plan,
generally effective as of July 1, 1996, in part to provide for daily valuation
of accounts thereunder
and to change the investment options, and in connection therewith is changing
the recordkeeper and Trustee thereunder;
NOW, THEREFORE, by execution of this instrument, each of said corporations
hereby amends, effective, except as specifically otherwise provided, as of July
1, 1996, the Plan, as most recently amended and restated, as follows:
1. Effective as of July 1, 1996, by changing each reference to "UNITIL"
wherever it may appear herein to "Unitil," instead.
2. By deleting the first full sentence of Section 1.14 therefrom, and
inserting, in lieu of said sentence so deleted, the following new sentence:
"'Entry Date' means the first day of each month of each Plan Year."
3. By deleting the two full sentences of Section 1.27 thereof and
inserting, in lieu of said sentences so deleted, the following two new
sentences:
"'Valuation Date' means any of the dates established by the Plan
Administrator for the valuation of the assets and liabilities of the Trust.
Valuation Dates shall occur on each day that the New York Stock Exchange is
open for business."
4. Effective as of January 1, 1989, by changing the reference to "December
31, 1987" in the first full sentence of Section 2.01 thereof to "December 31,
1988," instead.
5. By deleting the portion of Section 2.02 thereof beginning with the first
full sentence and continuing up to the words "provided, however," in the second
full sentence and inserting, in lieu of said portion so deleted, the following
new language:
"A Participant may elect at any time, by completing and delivering to the
Plan Administrator a form approved by it for the purpose, a percentage of
his Compensation (or at his election, of his Compensation excluding any
overtime pay and commissions) to be contributed to the Plan on his behalf
as a Pay Reduction Contribution and/or an Employee Contribution. The
Participant shall specify a whole percentage of either his Compensation (or
his Compensation excluding overtime and commissions, as aforesaid) and may
elect to contribute the amount in any combination of Pay Reduction
Contributions and Employee Contributions,".
6. By deleting the last sentence of the first paragraph of Section 3.02
thereof and inserting, in lieu of said sentence so deleted, the following new
sentence:
"A modification increasing contributions may take effect on the first
day of any month."
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7. By deleting from the third sentence of the second paragraph of said
Section 3.02 the words "any following January 1st or July 1st" and by inserting,
in lieu of said words so deleted, the new words "first day of any month."
8. Effective as of January 1, 1987, by changing the reference to "$8,994"
in the first paragraph of Section 3.06(c) to "7,000," instead.
9. By deleting that portion of Section 4.03 thereof which begins with the
first full sentence and extends through the end, and inserting, in lieu of said
portion so deleted, the following new language:
"Investment directions shall be furnished by the Participant to the Plan
Administrator except to the extent such directions are transmitted
telephonically or otherwise by the Participant directly to the recordkeeper
under the Plan from time to time selected by the Plan Administrator or to
such recordkeeper's delegate, all in accordance with rules and procedures
established and approved by the Plan Administrator. Investment directions
may be changed in a similar manner with regard to future and past
contributions as of each Valuation Date. Such directions or change of
directions may provide that all future contributions are to be invested in
one fund or split among any of the funds in any multiple of five (5)
percent. Such directions or change of directions may also or in the
alternative provide that all existing Account balances of a Participant may
be transferred out of one fund and into another fund or funds in any
multiple of five (5) percent. In the event a Participant does not make an
election as to the investment of the contributions made on his behalf, such
contributions shall be invested in the capital preservation fund hereunder,
as referenced in Section 4.04 hereof."
10. By deleting that portion of Section 4.04 thereof which begins with
the second full sentence and extends through the end, and inserting, in lieu of
said portion so deleted, the following new language:
"As of July 1, 1996, in addition to a Company Stock Fund, the investment
funds available under the Plan shall include one or more funds in the
following categories: (i) a capital preservation fund, (ii) an S & P index
fund, (iii) an income fund, (iv) an equity income fund, (v) a balanced
fund, (vi) a growth fund, (vii) an aggressive growth fund, and (viii) a
global fund.
The Company Stock Fund is a fund invested primarily in qualifying employer
securities (as defined in section 4975(e)(8) of the Code) of Unitil
Corporation. Part or all of such fund shall be invested in such qualifying
employer securities of Unitil Corporation, except for investments on an
interim basis in short-term fixed income investments made pending purchase
of shares of such qualifying employer securities. All cash dividends
received by the Trustee with respect to the qualifying employer securities
held in this fund shall be retained in such fund and invested in qualifying
employer securities. Notwithstanding the foregoing, the Plan Administrator
may establish such uniform rules with respect to this
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Company Stock Fund as it deems necessary and appropriate. All rights,
including voting and tendering rights, attributable to such qualifying
employer securities (whether whole or fractional shares) shall be exercised
pursuant to the terms of the Trust Agreement."
11. By deleting that portion of the last sentence of Section 8.05 thereof
which reads "qualifying employer securities separate investment Fund D
hereunder" and inserting, in lieu of said portion so deleted, the new words
"Company Stock Fund."
12. By changing each reference to "Trustee" in Sections 8.05 and
8.07(c)(ii) thereof to "Plan Administrator," instead.
13. By deleting in their entirety Sections 11.01 through 11.05 thereof and
inserting, in lieu of said Sections so deleted, a new Section 11.01 as follows,
with corresponding changes being made in the Table of Contents thereof:
"11.01 Trust Agreement
The Employer shall enter into one or more Trust Agreements with a
Trustee or Trustees for the purpose of holding the Fund. Any Trust
Agreement(s) entered into pursuant to this Article XI shall form a
part of the Plan."
IN WITNESS WHEREOF, said Unitil Corporation, Unitil Service Corp., Concord
Electric Company, Exeter & Hampton Electric Company, and Fitchburg Gas and
Electric Light Company have each caused this instrument to be executed as of
this 1st day of July, 1996.
CORPORATE SEAL UNITIL CORPORATION
Attest:
By: /s/ Gail A. Siart By: /s/ Peter J. Stulgis
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Its Secretary Its Chairman of the Board
CORPORATE SEAL UNITIL SERVICE CORP.
Attest:
By: /s/ Sandra L. Walker By: /s/ Mark H. Collin
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Its Secretary Its Treasurer
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CORPORATE SEAL CONCORD ELECTRIC COMPANY
Attest:
By: /s/ Sandra L. Walker By: /s/ Mark H. Collin
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Its Secretary Its Treasurer
CORPORATE SEAL EXETER & HAMPTON ELECTRIC
COMPANY
Attest:
By: /s/ Sandra L. Walker By: /s/ Mark H. Collin
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Its Secretary Its Treasurer
CORPORATE SEAL FITCHBURG GAS AND ELECTRIC
LIGHT COMPANY
Attest:
By: /s/ M. Bodnarchuk By: /s/ Mark H. Collin
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Its Clerk Its Treasurer
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