EXHIBIT 4.3
UNITIL CORPORATION TAX DEFERRED SAVINGS AND INVESTMENT PLAN
AMENDMENT NO. 2 TO RESTATED PLAN
GENERALLY EFFECTIVE AS OF JANUARY 1, 1997
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 further amended by an Amendment No. 1
to Restated Plan thereto, dated July 1, 1996; and
WHEREAS the current Trustee under the Plan is Putnam Fiduciary Trust
Company under a Trust Agreement originally dated May 16, 1996; and
WHEREAS each of said corporations desires to further amend the Plan,
effective as of July 1, 1998, to increase the limit any participant may annually
elect to contribute to the Plan from 12 percent to 15 percent of his/her
compensation and, generally effective as of January 1, 1997, to conform the Plan
to the requirements of the Small Business Job Protection Act of 1996, Uruguay
Round Agreements Act, Uniformed Services Employment and Reemployment Rights Act
of 1994, and Taxpayers Relief Act of 1997 and the regulations and other guidance
thereunder;
NOW, THEREFORE, by execution of this instrument, each of said corporations
hereby amends, effective, except as specifically otherwise provided, as of
January 1, 1997, the Plan, as most recently restated and amended, as follows:
1. By deleting in its entirety the last full paragraph of Section 1.06
thereof.
2. By deleting the words "of a type historically performed by employees in
the business field of the recipient employer" from the end of the next to last
sentence of the first paragraph of Section 1.09 thereof and by inserting, in
lieu of said words so deleted, the new words "performed under the primary
direction and control of the recipient" and by changing the reference from
"section 402(a)(8), section 402(h)" to "section 402(e)(3), section
402(h)(1)(B)," instead, in the last paragraph of said Section 1.09 and in the
first full paragraph of Section 3.06(b).
3. By deleting in its entirety Section 1.16 therefrom and by inserting, in
lieu of said Section so deleted, the following new Section 1.16:
"1.16 Highly Compensated Employee.
Highly Compensated Employee' means any Employee who: (1) was a
5-percent owner at any time during the year or the preceding year, or
(2) for the preceding year had compensation from the Employer in
excess of $80,000 and was in the top- paid group for the preceding
year. The $80,000 amount is adjusted at the same time and in the same
manner as under section 415(d) of the Code, except that the base
period is the calendar quarter ending September 30, 1996.
For this purpose the applicable year of the Plan for which a
determination is being made is called a determination year and the
preceding 12-month period is called a look-back year.
For this purpose any Employee is in the top-paid group of Employees
for any year if such Employee is in the group consisting of the top 20
percent of the Employees when ranked on the basis of compensation paid
during such year.
A 'Highly Compensated Former Employee' is based on the rules
applicable to determining highly compensated employee status as in
effect for that determination year, in accordance with temporary
Treasury Regulation section 1.414(q)-1T, A-4 and Internal Revenue
Service Notice 97-75.
In determining whether an Employee is a Highly Compensated Employee
for 1997, the amendments to section 414(q) stated above are treated as
having been in effect for 1996."
4. Effective as of July 1, 1998, by deleting the words "12 percent" from
the next to last sentence of Section 2.02 thereof and inserting, in lieu of said
words so deleted, the new words "15 percent."
5. By deleting in its entirety the second full paragraph of Section 3.06(d)
thereof and by inserting, in lieu of said paragraph so deleted, the following
new paragraph:
"If distribution becomes necessary, such excess contributions and any
allocable income will be first applied to the Highly Compensated
2
Employees with the largest amounts of Pay Reduction Contributions
pursuant to Section 2.02 for the Plan Year in which the excess arose,
beginning with the Highly Compensated Employee with the largest amount
of such Pay Reduction Contributions pursuant to Section 2.02 and
continuing in descending order until all such excess contributions
have been allocated. For the purposes of the preceding sentence, the
'largest amount' is determined after distribution of any such excess
contributions."
6. By deleting in its entirety the second full paragraph of Section 3.06(e)
thereof and by inserting, in lieu of said paragraph so deleted, the following
new paragraph:
"If distribution becomes necessary, such excess aggregate
contributions and any allocable income will be first applied to the
Highly Compensated Employees with the largest amounts of aggregate
contributions of Employee Contributions pursuant to Section 2.02 and
Employer Matching Contributions pursuant to Section 3.04 for the Plan
Year in which the excess arose, beginning with the Highly Compensated
Employee with the largest amount of such aggregate contributions and
continuing in descending order until all such excess aggregate
contributions have been allocated. For the purposes of the preceding
sentence, the 'largest amount' is determined after distribution of any
such excess aggregate contributions."
7. Effective as of January 1, 1998, by deleting in its entirety the first
full paragraph of Section 8.04 thereof and by inserting, in lieu of said
paragraph so deleted, the following new paragraph:
"Notwithstanding the provisions of this Article VIII (other than
Section 8.07), if a Participant's vested Account balance exceeds (or
at the time of any prior distribution (1) in Plan Years beginning
before August 6, 1997, exceeded $3,500 or (2) in Plan Years beginning
after August 5, 1997, exceeded) $5,000, it shall not be immediately
distributable without such Participant's consent before the
Participant has reached his Normal Retirement Age."
8. By deleting the first full sentence of Section 8.07(a) thereof and by
inserting, in lieu of said sentence so deleted, the following new sentence:
"A Participant's benefits shall be distributed to him no later than
the later of the April 1st of the calendar year following the calendar
year in which the Participant attains age 70-1/2 or retires, except
that benefits shall be distributed to a 5-percent owner (as described
in section 416(i) of the Code) by the April 1st of the calendar year
following the calendar year in which the Participant attains age
70-1/2."
9. Effective as of January 1, 1998, by inserting at the end of Section 9.02
thereof the following new Subsection (h):
3
"(h) Notwithstanding anything herein to the contrary, loan repayments
shall be suspended under the Plan as permitted under section 414(u) of
the Code."
10. Effective as of December 12, 1994, by renumbering Sections 14.06 and
14.07 thereof and Sections 14.07 and 14.08, respectively, and by inserting
immediately prior thereto the following new Section 14.06:
"14.06 Qualified Military Service.
Notwithstanding anything herein to the contrary, contributions,
benefits and service credit with respect to qualified military service
will be provided in accordance with section 414(u) of the Code."
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 7th day of July,1998.
CORPORATE SEAL UNITIL CORPORATION
Attest:
By: /s/ Mark H. Collin By: /s/ Robert G. Schoenberger
------------------ --------------------------
Its Secretary and Treasurer Its Chairman and CEO
CORPORATE SEAL UNITIL SERVICE CORP.
Attest:
By: /s/ Sandra L. Whitney By: /s/ Robert G. Schoenberger
--------------------- --------------------------
Its Secretary Its President
CORPORATE SEAL CONCORD ELECTRIC COMPANY
Attest:
By: /s/ Sandra L. Whitney By: /s/ Michael J. Dalton
--------------------- ---------------------
Its Secretary Its President
CORPORATE SEAL EXETER & HAMPTON ELECTRIC
COMPANY
Attest:
By: /s/ Sandra L. Whitney
Its Secretary By: /s/ Michael J. Dalton
---------------------
Its President
CORPORATE SEAL FITCHBURG GAS AND ELECTRIC
LIGHT COMPANY
Attest:
By: /s/ Sandra L. Whitney
Its Assistant Clerk By: /s/ Michael J. Dalton
---------------------
Its President
5