1
Exhibit 10.14
THE CONNECTICUT WATER COMPANY
EMPLOYEES' RETIREMENT PLAN
Amended and Restated as of
January 1, 1994
(except as otherwise indicated herein)
2
AMENDMENT AND RESTATEMENT OF
THE CONNECTICUT WATER COMPANY
EMPLOYEES' RETIREMENT PLAN
THE CONNECTICUT WATER COMPANY, a corporation organized and existing under the
laws of the State of Connecticut, with its principal place of business at
Clinton, Connecticut, pursuant to ARTICLE XI, Section A of The Connecticut
Water Company Employees' Retirement Plan and Trust, dated October 23, 1957, as
amended, does hereby further amend and restate said Plan in its entirety,
effective as of January 1, 1994, except as otherwise indicated herein, as
follows:
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TABLE OF CONTENTS
ARTICLE I INTRODUCTION
ARTICLE II DEFINITIONS
ARTICLE III PARTICIPATION
ARTICLE IV NORMAL RETIREMENT
ARTICLE V EARLY RETIREMENT
ARTICLE VI POSTPONED RETIREMENT
ARTICLE VII TERMINATION OF EMPLOYMENT
AND VESTED RIGHTS
ARTICLE VIII DISABILITY
ARTICLE IX PRE-RETIREMENT DEATH
BENEFIT
ARTICLE X NORMAL AND OPTIONAL FORMS
OF RETIREMENT INCOME
ARTICLE XI FIDUCIARIES-ADMINISTRATION OF THE
PLAN
ARTICLE XII METHOD OF FINANCING
ARTICLE XIII AMENDMENT OR TERMINATION
ARTICLE XIV GENERAL PROVISIONS
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CONNECTICUT WATER COMPANY
EMPLOYEES' RETIREMENT PLAN
ARTICLE I
INTRODUCTION
1.1 This Plan shall be known as The Connecticut Water Company
Employees' Retirement Plan.
1.2 The purpose of this Plan is to provide eligible Employees with
retirement income benefits which will provide periodic income
during the Employees' retirement years, and support their
beneficiaries upon the death of such Employees.
1.3 It is the intention of the Company that The Connecticut Water
Company Employees' Retirement Trust, which is a part of this
Plan, shall meet the requirements of the Employee Retirement
Income Security Act of 1974 (ERISA) and shall be qualified and
exempt under Sections 401(a) and 501(a) of the Internal
Revenue Code of 1986, as amended from time to time.
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ARTICLE II
DEFINITIONS
Unless otherwise required by the context, the terms used herein shall have the
meanings set forth in the remaining paragraphs of this Article II.
2.1 Actuarial Equivalent shall mean a benefit of equivalent
current value to the benefit which would otherwise have been
provided to the Participant, determined as described in
Exhibit I attached to and made part of this Plan.
2.2 Actuary shall mean an actuary selected by the Committee who
has been "enrolled" in accordance with ERISA.
2.3 Administrator shall mean the person or persons designated by
the Committee in accordance with Article XI as the
Administrator of the Plan within the meaning of Section 3(16)
of ERISA.
2.4 Affiliated Company shall mean any company which is included
within a "controlled group of corporations" within which the
Company is also included, as determined under Section 1563 of
the Code without regard to Subsections (a)(4) and (e)(3)(C) of
said
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Section 1563. Notwithstanding the foregoing, with respect to
the benefit limitation set forth in Section 4.4 of this Plan,
such determination under Section 1563 shall be made assuming
the phrase "more than 50 percent" were substituted for the
phrase "at least 80 percent" each place it appears in Section
1563(a)(1).
2.5 Anniversary Date shall mean January 1 of each year commencing
on or after January 1, 1958.
2.6 Annual Earnings shall mean the regular basic earnings paid to
a Participant by his Employer during a Plan Year, excluding
any other items of compensation such as overtime earnings,
bonuses, or contributions made by the Employer to or under any
form of employee benefit program expressed on an annual basis.
For hourly Employees, Annual Earnings shall mean the average
hourly straight time rate, determined by dividing total
straight time earnings by actual hours worked, times 2080
hours. Notwithstanding the foregoing, any amounts which would
otherwise be Annual Earnings and which are deferred by a
Participant pursuant to a cash or deferred arrangement
qualified under Section 401(k) of the Code or a cafeteria plan
pursuant to Section 125 of the Code shall, with the exception
of Sections 4.4 and
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4.5 hereof, be regarded as Annual Earnings for purposes of
this Plan.
In addition to other applicable limitations set forth in the
Plan, and notwithstanding any provision of the Plan to the
contrary, for Plan Years beginning on or after January 1,
1994, the Annual Earnings of each Employee taken into account
under the Plan shall not exceed the OBRA '93 annual
compensation limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner of Internal Revenue
for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in
effect for a calendar year applies to any period, not
exceeding 12 months, over which Compensation is determined
(determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the
OBRA' 93 annual compensation limit will be multiplied by a
fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is 12.
For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under
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Section 401(a)(17) of the Code shall mean the OBRA '93 annual
compensation limit set forth in this provision.
If Annual Earnings for any prior determination period is taken
into account in determining an employee's benefits accruing in
the current Plan Year, the Annual Earnings for that prior
determination period is subject to the OBRA '93 annual
compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual compensation limit
is $150.000.
2.7 Average Earnings shall mean the average Annual Earnings earned
during the sixty consecutive months of highest Annual Earnings
of a Participant (or during his total Employment if less than
60 months).
2.8 Beneficiary shall mean any person entitled to receive benefits
under the Plan which are payable upon the death of a
Participant.
2.9 Board shall mean the Board of Directors of the Company.
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2.10 Code shall mean the Internal Revenue Code of 1986, as amended
from time to time.
2.11 Committee shall mean the Committee as provided for in Article
XI.
2.12 Company shall mean The Connecticut Water Company, a
Connecticut corporation, or any successor thereto.
2.13 Contingent Annuitant shall mean any person designated by a
Participant and entitled to receive benefits pursuant to the
Contingent Annuitant Option described in Section 10.3(b).
2.14 Covered Compensation shall mean for each Participant the
average of the contribution and benefit bases in effect under
Section 230 of the Social Security Act for each year in the
thirty-five (35) year period ending with the year in which the
Participant attains the Social Security Retirement Age. The
determination for any Plan Year preceding the year in which
the Participant attains the Social Security Retirement Age
shall be made by assuming that there is no increase in the
bases described herein after the beginning of the Plan Year
and before the Participant attains the Social Security
Retirement Age.
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2.15 Credited Service shall mean the number of years of service as
an Employee, in completed twelfths of a year commencing with
the Employee's earliest date of hire and ending on the earlier
of his Termination Date or Retirement Date, subject to
adjustment as follows:
(a) a full year of Credited Service shall be granted for
each Plan Year for which an Employee completes at
least 1,000 Hours of service;
(b) no credit shall be granted for any Plan Year in which
an Employee has less than 1,000 Hours of service;
except that (i) for each Employee, pro rata credit
shall be granted for the Plan Year in which the
Employee was hired if he is a Participant and is
credited with at least 2,000 Hours of service in the
next succeeding Plan Year and (ii) for each Employee,
pro rata credit shall be granted for the Plan Year in
which the earlier of the Employee's Termination Date
or Retirement Date occurs if he was a Participant and
was credited with at least 2,000 Hours of service in
the immediately preceding Plan Year; and
(c) no credit shall be granted for any period of
employment during which an Employee waived his
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right to participate in the Plan pursuant to Section
3.3.
For purposes of this Section 2.15, pro rata credit shall be
granted in completed twelfths of a year, based upon a full
year of 1,000 Hours of service, but no more than one full year
of Credited Service shall be granted with respect to any Plan
Year.
2.16 Effective Date shall mean November 1, 1957.
2.17 Employee shall mean any person who is engaged in rendering
personal services to the Employer other than as an independent
contractor.
2.18 Employer shall mean the Company and any Participating Company.
2.19 Employment shall mean the service of an Employee with an
Employer or a Predecessor Company.
2.20 ERISA shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any regulations
issued pursuant thereto.
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2.21 Fiduciary shall mean any person who exercises discretionary
authority or control over the management of the Plan, assets
held under the Plan or disposition of Plan assets; who renders
investment advice for direct or indirect compensation as to
assets held under the Plan or has any authority or
responsibility to do so; or who has any discretionary
authority or responsibility in the administration of the Plan;
but only to the extent required by ERISA.
2.22 Hour shall mean:
(a) each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the
Employer for the performance of duties (to be
credited as of the time when the duties are
performed);
(b) each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the
Employer for reasons other than the performance of
duties, such as vacation or holidays (to be credited
in accordance with Labor Department Regulation
2530.200b-2(c) or any successor regulation); and
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(c) each hour for which back pay, irrespective of
mitigation of damages, has been either awarded or
agreed to by the Employer (to be credited as of the
time to which the award or agreement pertains). The
same hour shall not be credited under more than one
of the above clauses. In determining Hours of service
for the purposes of clause (b) above, the provisions
of Labor Department Regulation 2530.200b-2(b) or any
successor regulation shall be applicable. Hours of
service shall also include each hour, based on the
Employee's standard work week and work day as in
effect from time to time, during which an Employee is
absent from work:
(i) temporarily, on account of illness or with
the consent of the Employer for a period not
to exceed six months. In the event of any
absence approved by the Employer and
exceeding six months the Committee shall
establish uniform rules for the inclusion or
exclusion of any hour as an Hour of service
on account of such absence in excess of six
months; or
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(ii) on account of service in the armed forces of
the United States, provided that the Employee
returns to work within the period during
which his reemployment rights are guaranteed
by applicable Federal law following his or
her discharge or severance from such service.
2.23 Participant shall mean any Employee who is or becomes eligible
to participate in the Plan pursuant to Article III and who has
taken all the steps required by said Article III to
participate in the Plan.
2.24 Participating Company shall mean any Affiliated Company which
is designated by the Board as a Participating Company under
the Plan and whose designation as such has become effective
and has continued in effect. The designation shall become
effective only when it shall have been accepted by the Board
of Directors of the Participating Company. A Participating
Company may revoke its acceptance of such designation at any
time, but until such acceptance has been revoked, all of the
provisions of the Plan and amendments thereto shall apply to
the Employees (and their Beneficiaries) of the Participating
Company. In the event the designation of a Participating
Company as such is revoked by the Board of Directors of the
Participating Company, the Plan
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will be deemed terminated only as to such Participating
Company in accordance with Article XIII.
2.25 Plan shall mean The Connecticut Water Company Employees'
Retirement Plan set forth in its entirety in this document and
the Trust Agreement, as this document and such Agreement may
be amended from time to time.
2.26 Plan Year shall mean each calendar year, except that the
period beginning on November 1, 1957 and ending on December
31, 1958 shall be considered the first Plan Year.
2.27 Predecessor Company shall mean any organization which was
acquired by the Employer or an Affiliated Company.
2.28 Retirement Date shall mean a Participant's Normal, Early or
Postponed Retirement Date as defined in Articles IV through
VI, whichever is applicable.
2.29 Retirement Income shall mean a Participant's monthly benefit
payable beginning on his Retirement Date.
2.30 Social Security Retirement Age shall mean the age used as the
retirement age under Section 216(1) of the Social Security
Act, except that such Section shall be
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applied without regard to the age increase factor and as if
the early retirement age under Section 216(1)(2) of the Social
Security Act were 62.
2.31 Spouse shall mean the spouse to whom a Participant shall be
married on the date payment of his benefits commences or to
whom a Participant shall be married at the time of his death.
2.32 Termination Date shall mean the date on which the Participant
ceases to be an Employee other than by reason of retirement.
2.33 Trust Agreement shall mean The Connecticut Water Company
Employees' Retirement Trust entered into between the Company
and the Trustee to carry out the purposes of the Plan, as
set forth herein, which Trust Agreement shall form a part of
the Plan.
2.34 Trustee shall mean the Trustee selected by the Company in
accordance with Article XII.
2.35 Trust Fund or Fund shall mean the cash and other properties
held and administered by the Trustee in accordance with the
provisions of the Trust Agreement and the Plan.
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2.36 Vesting Service shall mean the number of years of service as
an Employee, in completed twelfths of a year, commencing with
the Employee's earliest date of hire and ending on the earlier
of his Termination Date or Retirement Date, subject to
adjustment as follows:
(a) a full year of Vesting Service shall be granted for
each Plan Year in which an Employee completes at
least 1,000 Hours of service;
(b) no Vesting Service shall be granted for any Plan Year
in which an Employee has less than 1,000 Hours of
service; except that (i) for each Employee, pro rata
vesting credit shall be granted for the Plan Year in
which the Employee was hired if he is a Participant
and is credited with at least 2,000 Hours of service
in the next succeeding Plan Year, and (ii) for each
Employee, pro rata vesting credit shall be granted
for the Plan Year in which the earlier of the
Employee's Termination Date or Retirement Date occurs
if he was a Participant and was credited with at
least 2,000 Hours of service in the immediately
preceding Plan Year.
(c) no Vesting Service shall be granted for any period
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of employment during which an Employee waived his
right to participate in the Plan pursuant to
Section 3.3.
For purposes of this Section 2.36, pro rata vesting credit
shall be granted in completed twelfths of a year, based upon a
full year of 2,000 Hours of service, but no more than one full
year of Vesting Service shall be granted with respect to any
Plan Year.
Masculine pronouns used herein shall refer to men or women or both and nouns
and pronouns when stated in the singular shall include the plural and when
stated in the plural shall include the singular, wherever appropriate.
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ARTICLE III
PARTICIPATION
3.1 Former Employees. Any person who either retired or terminated
Employment prior to June 3, 1975 shall be entitled to benefits
in accordance with the Plan as in effect on his Retirement
Date or Termination Date, whichever is applicable.
3.2 Current and Future Employees. Except as provided for in
Section 3.3, each Employee shall participate in the Plan, as
described herein provided that he has completed 1,000 Hours of
service within the consecutive 12-month period beginning on
his date of hire. Any Employee who had at least one Hour of
service on or after January 1, 1988, who fulfilled the 1,000
Hours of service requirement as of January 1, 1988, but who
has been excluded from participation in the Plan because of
the prior provisions of the Plan which excluded Employees
hired at or after age 60, shall retroactively participate in
the Plan as of January 1, 1988. Employees affected by this
rule of retroactive Plan participation shall have their years
of service commencing January 1, 1988 counted toward their
Credited Service. In the event an Employee fails to
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complete 1,000 Hours of service as described above, he shall
participate in the Plan after completing 1,000 Hours of
service in any Plan Year beginning after his date of hire. If
a Participant terminates his employment but is rehired by the
Employer, he shall again be eligible to participate in the
Plan as of his date of rehire.
3.3 Waiver of Participation. Any Employee may waive his right to
become a Participant under this Plan by electing such waiver
in writing on a form supplied by the Administrator. Such
Employee may, also in writing, withdraw such waiver and,
subject to Section 3.2, be eligible to participate in this
Plan.
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ARTICLE IV
NORMAL RETIREMENT
4.1 Normal Retirement Date. The Normal Retirement Date of a
Participant shall be the first day of the month coinciding
with or next following his 65th birthday, or the fifth
anniversary of his entry into the Plan, if later, but in no
event later than the first day of the month coinciding with or
next following his 70th birthday.
4.2 Basic Retirement Income. The monthly Basic Retirement Income
with payments commencing at Normal Retirement Date under this
Plan is equal to 1/12 of the sum of (a) plus (b) where:
(a) equals the sum of 1.2% of Average Earnings up to
Covered Compensation and 1.5% of Average Earnings in
excess of Covered Compensation multiplied times years
of Credited Service prior to January 1, 1981, and
(b) equals the sum of 1.45% of Average Earnings up to
Covered Compensation and 1.75% of Average Earnings in
excess of Covered Compensation times years of
Credited Service after December 31, 1980.
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Notwithstanding the foregoing, the minimum Basic
Retirement Income with payments commencing at Normal
Retirement Date under this Plan is equal to 1/12 of
$1,000, except that for an Employee who has less than
10 years of Credited Service, the $1,000 shall be
reduced by the ratio of Credited Service to 10 years.
Unless otherwise provided under the Plan, the accrued benefit
of each "section 401(a)(17) employee" under this Plan will be
the greater of the accrued benefit determined for the employee
under 1 or 2 below:
(1) the employee's accrued benefit determined
with respect to the benefit formula
applicable for the Plan Year beginning on or
after January 1, 1994, as applied to the
employee's total years of Service taken into
account under the Plan for the purposes of
benefit accruals, or
(2) the sum of:
(a) the employee's accrued benefit as of
the last day of the last Plan Year
beginning before January 1, 1994,
frozen in
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accordance with
Section 1.401(a)(4)-13 of the
Treasury Regulations, and
(b) the employee's accrued benefit
determined under the benefit formula
applicable for the Plan Year
beginning on or after January 1,
1994, as applied to the employee's
Years of Service credited to the
employee for Plan Years beginning on
or after January 1, 1994, for
purposes of benefit accruals.
A "section 401(a)(17) employee" means an Employee whose
current accrued benefit as of a date on or after the first day
of the first Plan Year beginning on or after January 1, 1994,
is based on Annual Earnings for a year beginning prior to the
first day of the first Plan Year beginning on or after January
1, 1994, that exceeded $150,000.
4.3 Normal Retirement Income. The Retirement Income of a
Participant who retires on his Normal Retirement Date shall be
determined as follows:
(a) If the Participant does not have a Spouse and has
made no election as to the form of payment of
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pension benefits, then his Retirement Income shall be
equal to his Basic Retirement Income as determined
under Section 4.2 and shall be paid in the form of a
Straight Life Annuity.
(b) If the Participant has a Spouse and has not made a
qualified waiver of the 50% Contingent Annuitant
Option described in Subsection 10.3(b) with his
Spouse as Contingent Annuitant, his Retirement Income
payable as of the date payment of his Retirement
Income commences shall equal the product of (i) and
(ii) where:
(i) equals the Basic Retirement Income as
determined under Section 4.2, and
(ii) equals the Actuarial Equivalent factor for
such Contingent Annuitant Option, and shall
be paid in the manner described under such
optional form.
(c) If the Participant elects an optional form of payment
under Article X, his Retirement Income payable as of
the date payment of his Retirement Income commences
shall equal the product of (i) and (ii) where:
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(i) equals his Basic Retirement Income as
determined under Section 4.2, and
(ii) equals the Actuarial Equivalent factor for
the particular optional form elected as of
the date payment of his Retirement Income
commences, and shall be paid in the manner
described under such optional form.
4.4 Maximum Benefit. Except as set forth below, in no event shall
the Basic Retirement Income of a Participant under the Plan
exceed one twelfth of the lesser of (i) $90,000, or (ii) 100%
of the Participant's Average Compensation for the three (3)
consecutive Plan Years during which the Employee was an active
Participant and received the greatest Compensation from the
Employer. For the purposes of this Section, Compensation
shall mean all compensation of the Participant from the
Employer. For Plan Years commencing on or after January 1,
1987, the foregoing maximum benefit shall be subject to
adjustment as follows:
(a) The $90,000 amount referred to in (i) shall be
subject to an annual cost of living adjustment as
provided by Treasury Regulations in effect from
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time to time under Section 415 of the Code and shall
be increased to the extent necessary to equal the
Participant's current accrued benefit (as defined in
Section 235(g)(4) of the Tax Equity and Fiscal
Responsibility Act of 1982) as of September 30, 1983;
(b) In the case of a Participant who has less than ten
(10) years of Plan participation, the maximum benefit
shall be reduced by multiplying the maximum benefit
stated above by a fraction the numerator of which is
the number of years of Plan participation (or parts
thereof) with the Employer and the denominator of
which is 10;
(c) In the event that the Participant's retirement
benefits commence prior to his Social Security
Retirement Age, the maximum dollar limitation
referred to in (i) shall be reduced in such manner as
the Secretary of the Treasury shall prescribe which
is consistent with the reduction for old-age
insurance benefits commencing before the Social
Security Retirement Age under the Social Security
Act, provided, however, that the interest rate
assumption used may not be less than five percent
(5%) to reflect such early commencement;
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(d) If the Participant's retirement benefits commence
subsequent to his Social Security Retirement Age, the
maximum dollar limitation referred to in (i) shall be
increased so that it is the Actuarial Equivalent of
the maximum dollar limitation referred to above,
provided, however, that the interest rate assumption
may not exceed five percent (5%) to reflect such late
commencement;
(e) Any benefit payable in a form other than a straight
life annuity must be adjusted to an actuarially
equivalent straight life annuity before applying the
limitations of this Section 4.4. The interest rate
assumption used to determine actuarial equivalence
will be the greater of the interest rate specified in
the definition of Actuarial Equivalent or five
percent (5%). The annual benefit does not include
any benefits attributable to employee contributions
or rollover contributions, or the assets transferred
from a qualified plan that was not maintained by the
Employer. No actuarial adjustment to the benefit is
required for (1) the value of a qualified joint and
survivor annuity, (2) the value of benefits that are
not directly related to retirement benefits (such as
qualified disability
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benefits, pre-retirement death benefits, and
post-retirement medical benefits), and (3) the value
of post-retirement cost-of-living increases made in
accordance with the Federal Income Tax Regulations.
(f) Notwithstanding anything in this Article to the
contrary, the maximum benefit for any individual who
is a Participant as of January 1, 1987 shall not be
less than the Participant's accrued benefit under the
Plan expressed as an annual benefit within the
meaning of Code Section 415(b)(2) and determined as
if the Participant had separated from service as of
December 31, 1986. For purposes of this clause, in
determining the amount of such Participant's accrued
benefit, the following shall be disregarded: (1) any
change in the terms and conditions of the Plan after
May 5, 1986; and (2) any cost of living adjustment
occurring after May 5, 1986.
Notwithstanding the foregoing, so long as the Employer does
not maintain a defined contribution plan in which the
Participant participates, the maximum benefit limitation
stated above shall not be deemed to be exceeded if the
retirement benefits payable with
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respect to a Participant hereunder (and under any other
defined benefit plan which the Employer may establish) do not
exceed $10,000 for the Plan Year or for any prior Plan Year;
provided that in the case of a Participant who has less than
ten (10) years of Plan participation, the $10,000 figure shall
be adjusted in the manner provided in (b) above.
4.5 Additional Limitation-Members of Defined Contribution Plan.
In the case of any Participant who is entitled to benefits due
to Employer contributions under any defined contribution plan
maintained by the Employer, in addition to the limitations
under Section 4.4 hereof, the sum of the defined benefit plan
fraction and the defined contribution plan fraction for any
Plan Year may not exceed 1.0. The "defined benefit plan
fraction" for any Plan Year is a fraction (a) the numerator of
which is the projected annual benefit of the Participant under
this Plan (determined as of the close of the Plan Year), and
(b) the denominator of which is the lesser of: (1) the product
of 1.25 multiplied by the maximum dollar limitation in effect
under Section 415(b)(1)(A) of the Code for such Plan Year, or
(2) the product of 1.4 multiplied by the amount which may be
taken into account under Section 415(b)(1)(B) of the Code for
such Participant for such
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Plan Year. The "defined contribution plan fraction" for any
Plan Year is a fraction (a) the numerator of which is the sum
of the annual additions to the Participant's account as of the
close of the Plan Year, and (b) the denominator of which is
the sum of the lesser of the following amounts determined for
such year and for each prior year of service with the
Employer: (1) the product of 1.25 multiplied by the maximum
dollar limitation in effect under Section 415(c)(1)(A) of the
Code for such Plan Year (determined without regard to Section
415(c)(6) of the Code), or (2) the product of 1.4 multiplied
by the amount which may be taken into account under section
415(c)(1)(B) of the Code for such Participant for such Plan
Year; provided, however, that the foregoing denominator may
instead, at the election of the Administrator, be determined
in accordance with the special transition rule set forth in
Section 415(e)(6) of the Code, and further provided that the
defined contribution plan fraction may be reduced in
accordance with Section 235(g)(3) of the Tax Equity and Fiscal
Responsibility Act of 1982. In the event that the said
projected annual benefit of a Participant under this Plan
should cause the aforesaid limitation to be exceeded, the
Administrator shall have the right to accomplish the
aforementioned compliance by reducing or limiting
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either benefits under this Plan in the manner set forth above
or annual additions under any defined contribution plan in the
manner set forth in such defined contribution plan, and may
vary the extent to which the reduction or limitation will be
applied to either, provided that any such reduction or
limitation shall be made in a nondiscriminatory manner.
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ARTICLE V
EARLY RETIREMENT
5.1 Early Retirement Date. A Participant may retire on the first
of any month between his 55th and 65th birthdays, provided he
has then completed at least 10 years of Credited Service, any
such date being his Early Retirement Date. Any such
Participant may elect to receive his Retirement Income
commencing on his Early Retirement Date in a reduced amount as
set forth in Section 5.2 or to receive his Retirement Income
commencing on his Normal Retirement Date as determined under
Section 4.3 based on his Average Earnings and Credited Service
as of his Early Retirement Date.
5.2 Early Commencement. A Participant who retires in accordance
with the provisions of Section 5.1 and elects to have payment
of his Retirement Income commence on his Early Retirement Date
shall be entitled to receive a reduced Annual Retirement
Income in the form stated in Section 4.3. The amount of such
reduced Retirement Income shall equal (a) times (b) where:
(a) equals such Participant's Normal Retirement Income as
determined under Section 4.3 based on his Average
Earnings and his Credited Service as of
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his Early Retirement Date and with the Actuarial
Equivalent factors described in Subsections 4.3(b)
and 4.3(c) being determined as of his Early
Retirement Date; and
(b) equals the appropriate percentage factor from the
following table:
Complete Years by Which
Early Retirement Date Early Retirement
Precedes Age 65 Percentage Factors
----------------------- ------------------
10 .72
9 .76
8 .80
7 .84
6 .88
5 .92
4 .96
3 1.00
2 1.00
1 1.00
0 1.00
5.3 Delayed Commencement of Pension. A Participant who retires in
accordance with the provisions of Section 5.1 but elects to
have payment of his Retirement Income commence at a later
date, may defer such commencement of payment to the first of
any subsequent month which is not later than his Normal
Retirement Date. Notice of the selected payment commencement
date must be given to the Administrator at least 30 days prior
to such date. The amount of pension payable to the
Participant
V-13
34
shall be determined in accordance with Section 5.2, except
that the selected payment commencement date shall be
considered the Participant's Early Retirement Date for
purposes of this benefit determination.
V-14
35
ARTICLE VI
POSTPONED RETIREMENT
6.1 Delayed Retirement. Subject to the provisions of Article XIV,
Section 14.1, any Employee may remain in the Company's
employment after his Normal Retirement Date.
6.2 Commencement of Pension. A Participant whose retirement is
postponed beyond his Normal Retirement Date shall begin
receiving his monthly Retirement Income on the first day of
the month coinciding with or next following his actual
retirement. The amount and form of the Participant's
Retirement Income payable monthly commencing on his Postponed
Retirement Date shall be the same as the Participant's
Retirement Income that would have been had he retired on his
Normal Retirement Date except the Basic Retirement Income
shall be determined based on Credited Service and Average
Earnings of the Participant as of his Postponed Retirement
Date. The Retirement Income shall be offset by the Actuarial
Equivalent of the total benefit distributions made to the
Participant by the close of the Plan Year pursuant to Section
14.9. If the Participant should die after Normal Retirement
VI-4
36
Date, but before his actual retirement date, it shall be
presumed that the Participant had retired as of the first day
of the month coinciding with or next preceding his date of
death.
VI-5
37
ARTICLE VII
TERMINATION OF EMPLOYMENT AND VESTED RIGHTS
7.1 Vesting Requirements. A Participant whose Employment is
terminated other than by retirement, disability or death, and
prior to having completed 5 years of Vesting Service shall not
be entitled to any benefit under this Plan. A Participant
whose Employment is terminated after having completed at least
5 years of Vesting Service shall be entitled to receive a
Retirement Income equal to his Vested Benefit determined as of
his Termination Date as set forth in Section 7.2.
7.2 Vested Benefit. A Participant's Vested Benefit shall be the
Retirement Income payable at Normal Retirement Date in the
form and amount as set forth in Section 4.3 based on his
Average Earnings and Credited Service as of his Termination
Date, multiplied by the applicable percentage specified below:
If Years of Vesting Then Vested
Service Are Percentage Is
------------------- -------------
Less than 5 0%
5 or more 100%
VII-3
38
Notwithstanding the foregoing, a Participant shall be 100%
vested upon the later of his 65th birthday or the fifth
anniversary of his entry into the Plan.
7.3 Commencement of Payments. Retirement Income payments in the
form stated in Section 4.3 shall commence at the terminated
Participant's Normal Retirement Date unless the Participant
elects in writing on a form supplied by the Administrator to
have reduced payments commence at an earlier date provided
that such earlier date shall not be prior to the first day of
the calendar month coinciding with or next following the
terminated Participant's attainment of age 55. Such written
election must be received by the Administrator at least six
months prior to the commencement of benefits.
If a terminated Participant elects to have payments commence
prior to his Normal Retirement Date, the terminated
Participant's Retirement Income shall be reduced by .5% for
each complete month by which the date payments commence
precedes his Normal Retirement Date.
VII-4
39
ARTICLE VIII
DISABILITY
8.1 Eligibility and Disability Determination. If a medical
examiner selected by the Employer certifies that an Employee
who has completed 5 years of Credited Service is mentally or
physically disabled for further performance of duty and that
such disability is likely to be permanent, such that the
Employee is considered eligible for a full disability pension
under the provisions of the Social Security Act, this Employee
may be terminated and he shall be entitled to a monthly
benefit in amount and form described below.
8.2 Disability Benefit. The monthly income of an Employee who
becomes eligible for a monthly benefit in accordance with
Section 8.1 shall equal the Basic Retirement Income as
determined in Section 4.2 based on his Average Earnings and
his Credited Service as of his Termination Date reduced by the
appropriate Early Retirement Percentage Factor from Subsection
5.2(b) (with a Percentage Factor of .72 if his Termination
Date precedes age 65 by more than 9 complete years).
8.3 Form and Commencement of Payments. An Employee who becomes
eligible for a monthly benefit in accordance
VIII-3
40
with Section 8.1 shall receive such benefit in the form stated
in Section 4.3 commencing on the first day of the month next
following his Termination Date; provided, however, that no
payments shall be made under this Article VIII while the
Employee is receiving disability benefits from the Employer's
long-term disability plan.
8.4 Recovery. A Participant whose Employment is terminated in
accordance with Section 8.1 and subsequently recovers, shall
be considered an active Employee with Credited Service both
before and after termination of Employment aggregated for
purposes of determining all benefits under this Plan.
VIII-4
41
ARTICLE IX
PRE-RETIREMENT DEATH BENEFIT
9.1 Death While Employed and Eligible for Early Retirement. If a
Participant dies while he is actively employed and eligible
for Early Retirement as provided in Section 5.1 but before the
earlier of his actual date of retirement or Normal Retirement
Date, his surviving Spouse (if designated or deemed his
Beneficiary in accordance with Section 9.4), if any, shall
receive monthly benefits equal to 50% of the Retirement Income
the Participant would have received under Section 5.2 had he
retired early as of the first day of the month coinciding with
or next preceding his date of death and elected the 50%
Contingent Annuitant Option under Subsection 10.3(b) with his
Beneficiary as Contingent Annuitant. Payment shall commence
on the first day of the calendar month following the
Participant's death and shall continue each month thereafter
through the month in which the Beneficiary's death occurs. If
a Participant dies while he is actively employed and eligible
for Early Retirement as provided in Section 5.1 but before the
earlier of his actual date of retirement or Normal Retirement
Date, with no surviving Spouse designated or deemed his
Beneficiary, his Beneficiary (as determined in accordance with
Section
IX-3
42
9.4), if any, shall receive a death benefit. This death
benefit shall be paid in the form of a lump sum which shall be
the Actuarial Equivalent of the Retirement Income which the
Beneficiary would have received had the Participant retired on
the date of his death with the optional form of benefit under
Subsection 10.3(d) (Five Years Certain and Life Option) in
effect.
9.2 Death After Early Retirement But Before Commencement of
Pension. If a Participant retires on his Early Retirement
Date but dies before payment of his Retirement Income
commences, his surviving Spouse (if designated or deemed his
Beneficiary in accordance with Section 9.4), if any, shall
receive monthly benefits equal to 50% of the Retirement Income
the Participant would have received under Section 5.3 had he
elected to have payment of his Retirement Income commence as
of the first day of the month coinciding with or next
preceding his date of death and elected the 50% Contingent
Annuitant Option under Subsection 10.3(b) with his Spouse as
Contingent Annuitant.
If a Participant retires on his Early Retirement Date but dies
before payment of his Retirement Income commences with no
surviving Spouse designated or deemed
IX-4
43
his Beneficiary, his Beneficiary (as determined in accordance
with Section 9.4), if any, shall receive a death benefit.
This death benefit shall be paid in the form of a lump sum
which shall be the Actuarial Equivalent of the Retirement
Income which the Beneficiary would have received had the
Participant retired on the date of his death with the optional
form of benefit under Subsection 10.3(d) (Five Years Certain
and Life Option) in effect.
9.3 Death Before Retirement.
(a) Unless waived within the Waiver Period pursuant to a
qualified waiver as described in Section 10.2, if a
Participant who is no longer actively employed dies
after attaining the Earliest Retirement Age, the
Participant's surviving Spouse (if any) shall receive
the same benefit that would be payable if the
Participant had retired with the 50% Contingent
Annuitant Option as described in Subsection 10.3(b)
on the day before the Participant's date of death.
(b) Unless waived within the Waiver Period pursuant to a
qualified waiver as described in Section 10.2, if a
Participant dies on or before attaining the
IX-5
44
Earliest Retirement Age, the Participant's surviving
Spouse (if any) shall receive the same benefit that
would be payable if the Participant had:
(i) separated from service on the date of death,
or date of actual separation from service, if
earlier,
(ii) survived to the Earliest Retirement Age,
(iii) retired with an immediate 50% Contingent
Annuitant Option as described in Subsection
10.3(b) at the Earliest Retirement Age, and
(iv) died on the day after the Earliest Retirement
Age; provided, however, that in calculating
the benefit of a surviving Spouse of a
Participant who dies while actively employed,
the Retirement Income to which the
Participant would have been entitled at his
Normal Retirement Date shall be reduced in
accordance with the formula described in
Section 5.2, rather than that described in
Section 7.3.
IX-6
45
(c) For purposes of this Section 9.3, a surviving Spouse
shall begin to receive payments at the later of (i)
the date of the Participant's death, or (ii) the
Earliest Retirement Age, unless such surviving Spouse
elects a later date.
(d) For purposes of this Section 9.3, the following
definitions shall apply:
(i) Waiver Period: The period which begins on the
date the Participant separates from service
and ends on the date of the Participant's
death.
(ii) Earliest Retirement Age: The earliest date on
which, under the Plan, the Participant could
have elected to receive retirement benefits.
(e) For the period during which a Participant who is no
longer actively employed has not waived the pre-
retirement survivor annuity described in this Section
9.3, the Participant's Retirement Income shall be
reduced as follows:
Reduction in Retirement Income
Attained Age for each Month of Coverage
------------ ------------------------------
Under 45 1/120%
45-54 1/60%
55 and over 1/24%
IX-7
46
9.4 Designation of Beneficiary. The Administrator shall provide
to each actively employed Participant at least 90 days before
the date on which he meets the age and service requirements
for early retirement, a form on which he may designate his
Beneficiary. The person whom a Participant designates as his
Beneficiary must be his Spouse, unless a qualified waiver of
the qualified pre-retirement survivor annuity has been made in
accordance with Section 10.2. If such a qualified waiver has
been made, the Participant's Beneficiary for this purpose must
be one of the following: the Participant's spouse, father,
mother, sister, brother, son or daughter. The beneficiary may
also be a legal ward living with and dependent on the
Participant at the time of his death. If the Participant dies
after satisfying the requirements for early retirement, and
has not designated a Beneficiary, his Beneficiary shall be his
Spouse, if living; otherwise, he shall have no Beneficiary and
no payments shall be made pursuant to this Article IX.
IX-8
47
ARTICLE X
NORMAL AND OPTIONAL FORMS OF RETIREMENT INCOME
10.1 Normal Form of Payments. If a Participant does not make a
timely election of one of the optional forms of payment
described below, then his Retirement Income shall be payable
in the form and amount under Section 4.3, if he retires as of
his Normal or Postponed Retirement Date; under Section 7.3, if
he terminates his employment other than by reason of death,
disability or retirement; and under Section 8.3, if he is
disabled.
10.2 Election of Optional Form of Payment. A Participant whose
Retirement Income is otherwise payable under the Normal Form
may elect in writing to the Employer to receive his benefit
under one of the optional forms set forth in Section 10.3.
The Administrator shall provide to each active Participant and
each terminated Participant with a vested interest whose
benefits have not yet commenced, by personal delivery or mail,
at least 90 days before the date on which he meets the age and
service requirements for early retirement, the following
information in written nontechnical language: (1) a general
description of the Normal Form and optional forms of payment
and the availability of the
X-7
48
election not to receive the Normal Form; (2) a general
explanation of the relative financial effect of an election
not to receive the Normal Form; (3) the right to make, and the
effect of, a revocation of a previous election not to receive
the Normal Form; (4) the rights of a Participant's Spouse; and
(5) notification of the availability upon written request of a
written explanation of the financial effect (in dollars per
annuity payment) upon the particular Participant's annuity of
an election not to take the Normal Form. The Administrator
shall furnish this additional information to a Participant by
personal delivery or first-class mail within 30 days from the
date of the Participant's written request. An election of an
optional form of payment pursuant to Section 10.3 shall not be
effective unless it is filed with the Administrator within the
90-day period before pension benefit payments are to commence.
Notwithstanding the foregoing, if a Participant requests the
additional information described in clause (3) above, he shall
have the right to elect an optional form of payment for a
period of at least 90 days following the day this information
is personally delivered or mailed and the commencement of his
benefits may be delayed until the form of payment is
determined.
X-8
49
Notwithstanding the foregoing, no election of an optional form
of benefit or election to waive the pre-retirement survivor
annuity by a married Participant will be effective without a
qualified waiver. Such waiver must be in writing and may only
be made with the written consent of the Participant's Spouse.
The Spouse's consent to a waiver must be witnessed by the
Administrator or his representative or by a notary public.
Notwithstanding the foregoing requirement of spousal consent,
if the Participant establishes to the satisfaction of the
Administrator that such written consent may not be obtained
because there is no Spouse or the Spouse cannot be located, a
waiver will be deemed to be a qualified waiver. Any consent
necessary under this provision will be valid only with respect
to the Spouse who signs the consent, or in the event of a
deemed qualified waiver, the designated Spouse, if any.
Additionally, a revocation of a prior qualified waiver may be
made by a Participant without the consent of the Spouse at any
time before the date payment of benefits commences. The
number of revocations shall not be limited.
10.3 Optional Forms of Payment. The optional forms of benefit
payment available shall be the Actuarial
X-9
50
Equivalent of the Retirement Income otherwise payable to the
Participant.
(a) Straight Life Annuity Option - Retirement Income
payable monthly during the Participant's lifetime,
with no further payments on his behalf after his
death. If this option is elected, the Participant's
Retirement Income shall equal his Basic Retirement
Income without actuarial adjustment except as
provided for election of early commencement of
payments, as applicable.
(b) Contingent Annuitant Option - Retirement Income
payable monthly during the Participant's lifetime
with the provision that after his death such
Retirement Income shall be continued to the
Contingent Annuitant, in the same or a lesser amount,
as specified by the Participant, during the life of
such Contingent Annuitant. The lesser percentage
which may be specified by a Participant shall be
either 75% or 50% of the Participant's Retirement
Income.
Except as provided for in Article IX, if a
Participant shall elect the Contingent Annuitant
Option and he shall die before the earlier of his
X-10
51
Early Retirement Date, or Normal Retirement Date,
whichever is applicable, his Contingent Annuitant
shall not be entitled to any Retirement Income under
this Plan.
If a Participant shall elect the Contingent Annuitant
Option and his Contingent Annuitant shall die before
the Participant does, but such death occurs after the
retirement of the Participant, the Participant shall
continue to receive the Retirement Income payable to
him prior to the death of his Contingent Annuitant.
(c) Ten Years Certain and Life Option - Retirement Income
payable monthly during the Participant's lifetime and
in the event of the Participant's death within a
period of 10 years after benefits hereunder have
commenced, the Actuarial Equivalent of the value of
the Retirement Income remaining to be paid during the
aforementioned 10-year period shall be paid to the
Participant's Beneficiary in a lump sum within 5
years of the date of the Participant's death.
Except as provided for in Article IX, if a
Participant shall elect the Ten Years Certain and
X-11
52
Life Option and he shall die before the earlier of
his Early Retirement Date, or Normal Retirement Date,
whichever is applicable, his Beneficiary shall not be
entitled to any Retirement Income under this Plan.
If a Participant shall elect the Ten Years Certain
and Life Option and his Beneficiary shall die before
the Participant does, but such death occurs after the
retirement of the Participant, the Participant shall
continue to receive the Retirement Income payable to
him prior to the death of his Beneficiary and shall
designate a new Beneficiary.
(d) Five Years Certain and Life Option - Retirement
Income payable monthly during the Participant's
lifetime and in the event of the Participant's death
within a period of 5 years after benefits hereunder
have commenced, the Actuarial Equivalent of the value
of the Retirement Income remaining to be paid during
the aforementioned 5-year period shall be paid to the
Participant's Beneficiary in a lump sum within 5
years of the date of the Participant's death.
X-12
53
Except as provided for in Article IX, if a
Participant shall elect the Five Years Certain and
Life Option and he shall die before the earlier of
his Early Retirement Date, or Normal Retirement Date,
whichever is applicable, his Beneficiary shall not be
entitled to any Retirement Income under this Plan.
If a Participant shall elect the Five Years Certain
and Life Option and his Beneficiary shall die before
the Participant does, but such death occurs after the
retirement of the Participant, the Participant shall
continue to receive the Retirement Income payable to
him prior to the death of his Beneficiary and shall
designate a new Beneficiary.
For purposes of the optional forms of payment set forth in
Subsections (b), (c) and (d) hereof, the Participant's
Beneficiary shall be designated on a form provided by the
Administrator. Any person may be designated a Beneficiary for
these purposes; provided, however, that if no other
Beneficiary shall have been effectively designated, the
executor or administrator of the Participant's estate shall be
deemed his Beneficiary.
X-13
54
10.4 General Limitation. Anything in the foregoing to the contrary
notwithstanding, no method of distribution may be made under
this Article which would result in the Actuarial Equivalent of
a Contingent Annuitant's or Beneficiary's interest equaling or
exceeding 50% of the Actuarial Equivalent of the Participant's
full retirement benefit, both equivalents being determined as
of the Participant's actual Retirement Date.
10.5 Lump Sum Distributions. Anything in the Plan to the contrary
notwithstanding, the Committee shall pay benefits to a
Participant who retires or otherwise terminates Employment
with the Employer in a lump sum; provided, however, that the
lump sum value of such benefits may not exceed (or have ever
exceeded) $3,500 (or such greater amount as may be permitted
by law or regulation at the time of payment); and, provided,
further, that such distribution must be made by the end of the
second Plan Year following the Plan Year in which termination
of employment occurs. A Participant who receives a lump sum
distribution pursuant to this Section 10.5 shall forfeit all
Credited Service accrued prior to such distribution, and such
forfeited Credited Service shall be disregarded if such
Participant is subsequently reemployed by the Employer unless
the Participant repays the entire amount of the
X-14
55
distribution, plus interest compounded annually from the date
of the distribution at the rate of 5 percent per year, prior
to the earlier of (1) the expiration of the fifth consecutive
Plan Year in which the Participant completed 500 or fewer
Hours of service or (2) the fifth anniversary of the date of
the Participant's reemployment.
10.6 Direct Rollover.
(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 Administrator, to have any portion
of an eligible rollover distribution paid directly to
an eligible retirement plan specified by the
distributee in a direct rollover.
(b) Definitions.
(1) Eligible rollover distribution: An eligible
rollover distribution is any distribution of
all or any portion of the balance to the
X-15
56
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 includible in gross income
(determined without regard to the exclusion
for net unrealized appreciation with respect
to employer securities).
(2) 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
X-16
57
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.
(3) 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.
(4) Direct rollover: A direct rollover is a
payment by the Plan to the eligible
retirement plan specified by the distributee.
X-17
58
ARTICLE XI
FIDUCIARIES -
ADMINISTRATION OF THE PLAN
11.1 Appointment of Named Fiduciary. The Committee is hereby
designated as the Named Fiduciary of the Plan.
11.2 Authority of Named Fiduciary. Subject to the provisions of
Section 11.4, the Committee shall have the authority to
control and manage the operation and administration of the
Plan in accordance with the terms hereof.
11.3 Discharge of Duties - Fiduciaries. Any Fiduciary with respect
to the Plan shall discharge its duties solely in the interest
of the Participants and Beneficiaries for the exclusive
purpose of providing benefits to Participants and
Beneficiaries and defraying reasonable expenses of
administering the Plan. In addition any Fiduciary with
respect to the Plan shall discharge its duties with the care,
skill, prudence and vigilance under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.
XI-12
59
11.4 Delegation of Duties. The Committee shall have authority and
discretion to designate or appoint in writing (i) persons to
carry out specified fiduciary responsibilities, other than
Trustee responsibilities, to manage and control the assets of
the Plan, and (ii) investment advisors and managers to manage
(including the power to acquire and dispose of) any assets of
the Plan. Any such person shall serve at the pleasure of the
Committee and may resign by delivering a written notice to the
Committee. Any delegation of duties shall be made and
acknowledged in writing and shall clearly state the powers and
duties so delegated.
11.5 Appointment of Committee. The Board shall appoint the
Committee which shall consist of not less than three members,
who shall serve at the pleasure of the Board. The members of
the Committee shall elect a chairman and a secretary, the
latter of whom may, but need not be, a member of the
Committee.
11.6 Meetings. The Committee shall hold meetings upon such notice,
and at such place or places, and at such intervals as it may
from time to time determine.
11.7 Quorum. A majority of the members of the Committee at any
time in office shall constitute a quorum for the
XI-13
60
transaction of business. All resolutions or other actions
taken by the Committee shall be by vote of a majority of those
present at a meeting of the Committee; or without a meeting by
instrument in writing signed by a majority of the members of
the Committee.
11.8 Expenses. The reasonable expenses incident to the operation
of the Plan, including premiums for termination insurance
payable to the Pension Benefit Guaranty Corporation, the
compensation of the Trustee, Actuary, attorney, advisors,
Fiduciaries, and such other technical and clerical assistance
as may be required, shall be paid out of the Fund, but the
Employer in its discretion may elect at any time to pay part
or all thereof directly, and any such election shall not bind
the Employer as to its right to elect with respect to the same
or other expenses at any other time to have such compensation
paid from the Fund.
11.9 Powers and Duties of the Committee. In addition to any
implied powers and duties which may be needed to carry out the
provisions of the Plan, the Committee, subject to the
provisions of Section 11.4, shall have the following specific
powers and duties.
XI-14
61
(a) To make and enforce such rules and regulations as it
shall deem necessary or proper for the efficient
administration of the Plan;
(b) To interpret the Plan and to decide any and all
matters arising hereunder; including the right to
remedy possible ambiguities, inconsistencies or
omissions; provided, however, that all such
interpretations and decisions shall be applied in a
uniform and nondiscriminatory manner to all Employees
similarly situated;
(c) To compute the amount of Retirement Income which
shall be payable to any Participant, Spouse or
Beneficiary in accordance with the provisions of the
Plan; and
(d) To authorize disbursements from the Fund, any
instructions of the Committee to the Trustee to be
evidenced in writing and signed by a member of the
Committee delegated with such authority by a majority
of the Committee.
11.10 Administrator. The Committee may designate an Administrator
of the Plan, and may delegate to the Administrator such duties
as the Committee may decide
XI-15
62
including the responsibility to prepare and file, or to cause
to be prepared and filed, such reports, descriptions,
summaries financial and other statements as may be required
from time to time under applicable provisions of ERISA, within
the time prescribed for the preparation or filing of such
documents, and to furnish such reports, statements and
documents to Participants and Beneficiaries of the Plan as may
be required by ERISA, within the time specified for furnishing
such documents. Any such designation and delegation shall be
made in the manner provided in Section 11.4.
11.11 Agent for Service. The Committee, or the Administrator if one
shall be appointed, shall be the agent for service of legal
process in connection with any claim or proceeding relating to
the Plan.
11.12 Use of Enrolled Actuary. The Company shall employ or engage
an Actuary to make actuarial valuations of the liabilities
under this Plan and to recommend the amounts of contributions
to be made and to perform such other services deemed necessary
or advisable in connection with the administration of the
Plan.
11.13 Bonding; Liability of Committee. The Committee, or its
delegee, shall ensure that each Fiduciary of the Plan,
XI-16
63
including members of the Committee, is bonded in accordance
with ERISA. The Employer shall indemnify and hold harmless
each member of the Committee, the Administrator, and any
Director or Employee held to be a Fiduciary with respect to
the Plan from any liability, claim, demand, suit or action of
any type arising from any action or failure to act; provided
that such person acted in good faith and in a manner he
reasonably believed to be in the best interests of the
Participants and Beneficiaries and consistent with the
provisions of the Plan and, with respect to any criminal
action or proceeding, that he had no reasonable cause to
believe his conduct was unlawful.
11.14 Reliance on Reports and Certificates. The Committee, and its
delegees, shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports which
will be furnished by an Actuary, accountant, controller,
counsel or other person who is employed or engaged for such
purposes.
11.15 Member's Own Participation. No member of the Committee may
act, vote or otherwise influence a decision of the Committee
specifically relating to his own participation under the Plan.
XI-17
64
11.16 Claims Procedure. Each Participant and Beneficiary of the
Plan shall submit all claims for benefits, claims relating to
the amount or manner of any distribution, and any other
request relating to any account, in writing, to the
Administrator of the Plan. The Administrator shall within a
reasonable period of time, but not later than 60 days after
receipt thereof, either approve or deny such claim or request
either wholly or in part, and notify the claimant in writing
of the action taken.
11.17 Notice of Denial. If such claim or request is wholly or
partially denied, the written notice of the Administrator
shall set forth in a manner calculated to be understood by the
claimant:
(a) specific reasons for the denial;
(b) specific references to the pertinent Plan provisions
on which the denial is based;
(c) specific reference to any additional material or
information necessary for the claimant to perfect
review of the claim and an explanation of why such
material or information is necessary; and
XI-18
65
(d) an explanation of the Plan's claims review procedure.
If the notice of the denial is not furnished to the
Participant in accordance with this Section within a
reasonable period of time, such Participant's claim shall be
deemed denied.
11.18 Review. Upon denial of such a claim or request, the claimant
shall be entitled within 60 days after the receipt of written
notice of denial by the Administrator:
(a) to request, in writing, a review by the Committee of
the denial;
(b) to review pertinent documents; and
(c) to submit issues and comments in writing.
The Committee shall render a decision on its review of the
denial promptly, but not later than 60 days after the receipt
of the request for review, unless special circumstances
require an extension of time, in which case a decision shall
be rendered not later than 120 days after the receipt of a
request for review.
XI-19
66
If the Committee's decision on review is not furnished to the
Participant within the time limitations described herein, the
claim shall be deemed denied upon review.
The decision of the Committee shall be in writing and shall
set forth reasons therefor stated in a manner calculated to be
understood by the claimant, including specific references to
the pertinent Plan provisions. Determinations, decisions and
other actions of the Committee, taken in accordance with the
provisions hereof shall be final, conclusive and binding on
all parties.
XI-20
67
ARTICLE XII
METHOD OF FINANCING
12.1 Appointment of Trustee. The Trustee under the Plan will be
appointed by the Board, with such powers, as to investments,
reinvestment, control and disbursement of the Fund, as set
forth in the Trust Agreement, or in such Trust Agreement as
modified from time to time. The Board may remove the Trustee
at any time on the notice required by the terms of such Trust
Agreement, and upon such removal or upon the resignation of
any such Trustee, such Board will designate a successor
Trustee.
12.2 The Employer shall contribute to the Trust Fund such amounts
as are deemed necessary by an Actuary to fund the benefits
provided by the Plan on an acceptable basis in accordance with
Title I, Section 302 and Title II, Section 1013 of ERISA. Any
actuarial gains arising from actual experience under the Plan
will be used to reduce future Employer contributions and will
not be used to increase any benefits payable under the Plan.
All contributions made under this Plan are made on the
condition that they are deductible under Section 404 of the
Code.
XII-10
68
12.3 Except as provided in Section 12.6, all Employer contributions
when made to the Trust Fund and all property of the Trust
Fund, including income from investments and all other sources,
shall be retained for the exclusive benefit of Participants,
Spouses, or their Beneficiaries and shall be used to pay
benefits provided hereunder or to pay expenses of
administration of the Plan and the Trust Fund to the extent
not paid by the Employer.
12.4 The Employer shall not be required to make, but may make in
any calendar or fiscal year, any contributions to the Trust
Fund in any amount which is greater than the amount specified
in Section 12.2. The timing of all contributions shall be
entirely discretionary with the Employer to the extent
permitted by ERISA.
12.5 Participants will not be required or permitted to make
contributions to the Plan.
12.6 Amounts forfeited by any Participant shall be used to reduce
Employer contributions.
XII-11
69
ARTICLE XIII
AMENDMENT OR TERMINATION
13.1 Right to Amend or Terminate. The Employer hopes and expects
to continue the Plan indefinitely. Nevertheless, each Employer
maintains the right to suspend, terminate, or completely
discontinue contributions under the Plan with respect to its
Employees and the Board may terminate the Plan for any reason
at any time; subject to the requirement that the Administrator
shall file a notice of intent to terminate with the Pension
Benefit Guaranty Corporation ("PBGC") at least 60 days prior
to the proposed date of termination of the Plan, and shall
comply with all other provisions of ERISA or the PBGC relating
to plan terminations. In addition, the Board may amend or
modify the Plan from time to time, provided, however, that no
such action shall adversely affect Participants to the extent
of their vested benefits, nor shall such action decrease a
Participant's accrued benefit or eliminate an optional form of
distribution. Notwithstanding the foregoing, however, any
modification or amendment of the Plan may be made
retroactively, if necessary or appropriate to qualify or
maintain the Plan as a Plan meeting the requirements of the
Code and ERISA. Upon any termination or partial
XIII-3
70
termination of the Plan all accrued benefits, to the extent
funded, shall become nonforfeitable on the date of the
termination.
13.2 Change in Vesting. If an amendment or a change in the
top-heavy status of the Plan changes the vesting schedule of
the Plan, as set forth in Section 7.2 hereof, any Participant
having three (3) or more years of service on the date which is
sixty (60) days after such amendment or change is adopted or
becomes effective (or, if later, sixty (60) days after written
notice of the amendment is given) may, no later than the end
of the election period, elect to remain subject to the vesting
schedule in effect prior to such amendment or change. For
purposes of the foregoing, the "election period" shall begin
on the date the amendment changing the vesting schedule is
adopted or the date on which the Plan's top-heavy status is
changed and shall end no earlier than the latest of the
following dates (provided that in the case of a change in the
Plan's top-heavy status, only clause (b) shall apply):
(a) the date which is 60 days after the day the Plan
amendment is adopted;
XIII-4
71
(b) the date which is 60 days after the day the Plan
amendment becomes effective or the top-heavy status
of the Plan changes; or
(c) the date which is 60 days after the day the
Participant is issued written notice of the Plan
amendment by the Employer or Administrator.
13.3 Mergers, Consolidations and Transfers. The Plan shall not be
automatically terminated by the Employer's acquisition by or
merger into any other company, but the Plan shall be continued
after such merger provided the successor company agrees to
continue the Plan. All rights to amend, modify, suspend, or
terminate the Plan shall be transferred to the successor
company, effective as of the date of the merger.
The merger or consolidation with, or transfer of assets and
liabilities to, any other qualified retirement plan shall be
permitted only if the benefit each plan participant would
receive if the plan were terminated immediately after such
merger or consolidation, or transfer of assets and
liabilities, would be at least as great as the benefit he
would have received had the Plan been terminated immediately
before any such transaction.
XIII-5
72
13.4 Distribution of Funds upon Termination. In the event the Plan
shall be terminated or contributions permanently discontinued,
the then present value of benefits vested in each Participant
in accordance with Article VII shall be determined as of the
Plan termination date and the assets of any Fund then held by
the Trustee as reserves for Retirement Income for Participants
under this Plan shall be allocated to the extent that they
shall be sufficient, after providing for expenses of
administration, in the order of precedence set forth below:
(a) There shall first be set aside an amount which will
provide Retirement Income for Participants, Spouses,
or Beneficiaries who were receiving benefits or who
were eligible to receive benefits at least three
years prior to termination of the Plan based on Plan
provisions in effect five years prior to the date of
the Plan's termination.
(b) There shall next be set aside an amount which will
provide all other benefits insured by the PBGC.
(c) There shall next be set aside an amount which will
provide all other vested benefits, under the
XIII-6
73
provisions of the Plan on its termination date, but
which are not incurred under ERISA.
(d) Finally, there shall be set aside an amount which
will provide all other accrued benefits for
Participants who were not vested as of the date of
Plan termination.
If the assets of the Fund held by the Trustee as reserves for
Retirement Income for Participants of the Plan, as of the date
of the Plan is terminated, are not sufficient to provide in
whole the amounts required within the classes described above,
such assets will be allocated pro rata within the class in
which the amounts first cannot be provided in full.
Allocation in any of the above listed categories is adjusted
for any allocation already made to the same Participant under
a prior category. Allocation of assets may be modified by the
Internal Revenue Service to meet nondiscrimination
requirements. After all liabilities of the Plan have been
satisfied, the Employer shall be entitled to any balance of
the Fund which shall remain.
XIII-7
74
13.5 Provision of Benefits. The Retirement Income payable in
accordance with Section 13.3 shall be provided through
continuance of the existing Trust Agreement or through a new
instrument entered into for that purpose or through the
purchase of nontransferable annuity contract or contracts from
a commercial life insurance company or by a combination
thereof. If the allocations produce Retirement Income of less
than $120 a year, a lump sum payment which is the Actuarial
Equivalent of such Retirement Income may be paid in lieu
thereof.
13.6 Special Limitations. Subject to the limitations expressed in
Sections 4.3, 4.4 and 13.4, if, at any time prior to June 3,
1985 the Plan shall be terminated or the full current cost of
the Plan shall not have been met, then the amount of the
contributions by the Employer, or funds attributable thereto,
that may be applied for the benefit of any Participant who on
June 3, 1975 is one of the 25 highest paid Employees and whose
anticipated annual Normal Retirement Income resulting from
contributions of the Employer is more than $1,500 shall not
exceed:
(a) the greater of $20,000 or an amount computed by
multiplying the number of years or parts thereof
XIII-8
75
from June 3, 1975, to the date of failure to meet the
full current costs of the Plan or the date of
termination of the Plan, as the case may be, by 20%
of the first $50,000 of the Employee's average Annual
Earnings during the five year period preceding the
date of failure to meet the full current costs of the
Plan or the date of termination of the Plan, or
(b) such larger amount as may be permissible under
relevant laws and regulations at the time in force.
The provisions of this Section shall not restrict the current
payment of full benefits called for by the Plan to any person
while the Plan is in full effect and its full current costs
have been met; nor shall it restrict payment of any benefit
withheld for a prior year (under the foregoing provisions)
after all deficits for all prior years and full current costs
have been met. Notwithstanding the otherwise applicable
restrictions on distributions of benefits incident to early
Plan termination, a Participant's otherwise restricted benefit
may be distributed in full upon such Participant's depositing
with an acceptable depository property having a fair market
value equal to 125% of
XIII-9
76
the amount which would be repayable had the Plan terminated on
the date of the lump sum distribution. If the fair market
value of the property held by the depository falls below 110%
of the amount which would be repayable if the Plan were then
to terminate, additional property necessary to bring the value
of the property held by the depository up to 125% of such
amount shall be deposited.
XIII-10
77
ARTICLE XIV
GENERAL PROVISIONS
14.1 No Guarantee of Employment. The Plan shall not be deemed to
constitute a contract between an Employer and any Employee or
to be a consideration for, or an inducement for, the
employment of any Employee by an Employer. Nothing contained
in the Plan shall be deemed to give any Employee the right to
be retained in the service of any Employer or to interfere
with the right of the Employer to discharge or to terminate
the service of any Employee at any time without regard to the
effect such discharge or termination may have on any rights
under the Plan.
14.2 Payments to Minors and Incompetents. If a Participant,
Contingent Annuitant or Beneficiary entitled to receive any
benefits hereunder is a minor or is deemed by the Committee or
is adjudged to be legally incapable of giving valid receipt
and discharge for such benefits, they will be paid to such
persons as the Committee might designate or to the duly
appointed guardian. Such payment shall, to the extent made,
be deemed a complete discharge of any liability for such
payment under the Plan.
XIV-9
78
14.3 Nonalienation of Benefits. To the extent permitted by law and
with the exception of payments pursuant to a qualified
domestic relations order within the meaning of Section 414(p)
of the Code, no benefit payable under this Plan will be
subject in any manner to anticipation, alienation, assignment,
garnishment, or pledge; and any attempt to anticipate,
alienate, assign, garnishee or pledge the same will be void;
and no such benefits will be in any manner liable for or
subject to the debts, liabilities, engagements, or torts of
any Participant; and if any Participant is adjudicated
bankrupt or attempts to anticipate, alienate, assign, or
pledge any benefits, then such benefits will, in the
discretion of the Committee, cease, and in this event, the
Committee will have the authority to cause the same or any
part thereof to be held or applied to or for the benefit of
such Participant, his Spouse, his children or other
dependents, or any of them, in such manner and in such
proportion as the Committee may deem proper.
14.4 Purchase of Annuities. If the Committee for any reason deems
it advisable, the Retirement Income benefits payable at
retirement date under the Plan may be provided through the
purchase of non-transferable annuities from such insurance
company or companies as
XIV-10
79
may be approved by the Committee. Payment thereof will be
made from the Fund held by the Trustee.
14.5 Notwithstanding any other provision of the Plan, a former
Participant shall not be entitled to payment of duplicate
benefits upon again becoming a Participant.
14.6 A Participant shall not, with or without cause be divested of
any annual benefits that are vested under the terms of the
Plan.
14.7 Governing Law. The provisions of the Plan will be construed
according to the laws of the State of Connecticut, subject to
ERISA.
14.8 Preservation of Prior Methods of Payment. Notwithstanding any
of the methods of payment of benefits provided in Articles IX
and X, in the case of a Participant who has made a designation
prior to January 1, 1984 which conforms to the requirements of
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility
Act of 1982 and which provides that one or more of the payment
methods contained in the Plan prior to January 1, 1984 shall
apply to such Participant's benefits, the Participant and any
Beneficiary shall be entitled to receive such benefits in
accordance with the payment
XIV-11
80
methods in effect under the Plan prior to January 1, 1984.
The Committee shall be authorized to disregard any
designation, or any portion thereof, which has been made in
accordance with the preceding sentence if it determines that
such action is necessary to preserve the tax qualification of
the Plan.
14.9 Commencement of Benefits. In no case shall distributions of
benefits under the Plan be made or commence later than April 1
of the calendar year following the calendar year in which a
Participant attains age 70 1/2 whether or not he has retired
or otherwise terminated his Employment at that time; provided
that, however, if a Participant had attained age 70 1/2 before
January 1, 1988 and was not a five percent (5%) owner at any
time during the Plan Year ending with or within the calendar
year in which the Participant had attained age 66 1/2 or any
subsequent Plan Year, such Participant may elect to delay his
distribution until the calendar year in which the Participant
retires, and, provided further, that if a Participant has made
a designation prior to January 1, 1984 which conforms to the
requirements of Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act of 1982, distributions of benefits under
the Plan
XIV-12
81
may be made or commence in accordance with the terms of such
designation.
14.10 Notwithstanding any other provision of the Plan, in no event
shall a Participant's benefit payments under the Plan decrease
due to any increase in such Participant's social security
benefits.
14.11 Suspension of Benefits.
(a) Except for payments required by Section 14.9 hereof,
benefits under this Plan are payable only after
termination of employment; provided, however, that
benefits shall be paid to a Participant who is
otherwise entitled to receive benefits hereunder even
if such Participant has not terminated Employment,
but only if such Participant does not complete at
least 40 Hours of service during a calendar month in
Section 203(a)(3)(B) service, within the meaning of
Section 203(a)(3)(B) of ERISA and Section 2530.203-3
of the Code of Federal Regulations. In addition,
normal or early retirement benefits in pay status
will be suspended for each calendar month during
which the Participant completes at least 40 Hours of
service in Section 203(a)(3)(B)
XIV-13
82
service. In accordance with the foregoing, the
actuarial value of benefits which commence later than
a Participant's Normal Retirement Date will be
computed without regard to amounts which would have
been suspended under the preceding sentences as if
the Participant had been receiving benefits since
Normal Retirement Date.
(b) If benefit payments have been suspended, payments
shall resume no later than the first day of the third
calendar month after the calendar month in which the
Participant ceases to be employed for at least 40
Hours of service for a calendar month in Section
203(a)(3)(B) service. The initial payment upon
resumption shall include the payment scheduled to
occur in the calendar month when payments resume and
any amounts withheld during the period between the
cessation of such Section 203(a)(3)(B) service and
the resumption of payments.
(c) No payment shall be withheld by the Plan pursuant to
this Section unless the Plan notifies the Participant
by personal delivery or first class mail during the
first calendar month or payroll period in which the
Plan withholds payments that
XIV-14
83
his or her benefits are suspended. Such notification
shall contain a description of the specific reasons
why benefit payments are being suspended, a
description of the Plan provision relating to the
suspension of payments, a copy of such provisions,
and a statement to the effect that applicable
Department of Labor regulations may be found in
Section 2530.203-3 of the Code of Federal
Regulations. In addition, the notice shall inform
the Participant of the Plan's procedures for
affording a review of the suspension of benefits.
Requests for such review may be considered in
accordance with the claims procedure adopted by the
Plan pursuant to Section 503 of ERISA and applicable
regulations.
(d) The amount suspended shall be an amount equal to the
portion of a monthly benefit payment derived from
Company contributions.
(e) This paragraph does not apply to the minimum benefit
to which the Participant may become entitled under
the top-heavy rules of Article XV.
XIV-15
84
ARTICLE XV
TOP-HEAVY PLAN PROVISIONS
(Paragraphs 15.1 - 15.10 provide definitions for Article XV)
15.1 Compensation. Compensation of an Employee which is reportable
on Form W-2 for the calendar year ending with or within the
Plan Year.
15.2 Key Employee. Any Employee or former Employee (and the
Beneficiaries of such Employee) who at any time during the
Determination Period was an officer of the Employer with
Compensation greater than 150 percent of the dollar limitation
under Section 4l5(c)(1)(A) of the Code, an owner (or
considered an owner under Section 318 of the Code) of one of
the ten largest interests in the Employer if such individual's
Compensation exceeds the dollar limitation under Section
4l5(c)(1)(A) of the Code and such individual's ownership
interest exceeds 1/2 percent, a 5-percent owner of the
Employer, or a 1-percent owner of the Employer who has
Compensation of more than $150,000. The determination of who
is a Key Employee shall be made in accordance with Section
416(i)(1) of the Code.
XV-8
85
15.3 Top-Heavy Plan. For any Plan Year beginning after December
31, 1983, this Plan is top-heavy if any of the following
conditions exists:
(a) If the Top-Heavy Ratio for this Plan exceeds 60
percent and this Plan is not part of any Required
Aggregation Group or Permissive Aggregation Group of
plans.
(b) If this Plan is a part of a Required Aggregation
Group of plans (but which is not part of a Permissive
Aggregation Group) and the Top-Heavy Ratio for the
Required Aggregation Group of plans exceeds 60
percent.
(c) If this Plan is a part of a Required Aggregation
Group of plans and part of a Permissive Aggregation
Group and the Top-Heavy Ratio for the Permissive
Aggregation Group exceeds 60 percent.
15.4 Top-Heavy Ratio.
(a) If the Employer maintains one or more defined benefit
plans and the Employer has not maintained any defined
contribution plan (including any simplified employee
pension plan) which during the Determination
Period(s) has or has had account
XV-9
86
balances, the Top-Heavy Ratio for this Plan alone or
for the Required or Permissive Aggregation Group as
appropriate is a fraction, the numerator of which is
the sum of the Present Values of accrued benefits of
all Key Employees as of the Determination Date(s)
(including any part of any accrued benefit
distributed in the Determination Period(s)), and the
denominator of which is the sum of the Present Values
of all accrued benefits (including any part of any
accrued benefit distributed in the Determination
Period(s)), determined in accordance with Section 416
of the Code and the Regulations thereunder.
(b) If the Employer maintains one or more defined benefit
plans and the Employer maintains or has maintained
one or more defined contribution plans (including any
simplified employee pension plan) which during the
Determination Period(s) has or has had any account
balances, the Top-Heavy Ratio for any Required or
Permissive Aggregation Group as appropriate is a
fraction, the numerator of which is the sum of the
Present Values of accrued benefits under the
aggregated defined benefit plan or plans for all Key
Employees, determined in accordance with (a) above,
and the sum of account balances under the aggregated
defined contribution plan or plans for all Key
Employees as of the Determination Date(s), and the
denominator of
XV-10
87
which is the sum of the Present Values of accrued
benefits under the aggregated defined benefit plan or
plans, determined in accordance with (a) above for
all Participants, and the sum of the account balances
under the aggregated defined contribution plan or
plans for all Participants as of the Determination
Date(s), all determined in accordance with Section
416 of the Code and the Regulations thereunder. The
account balances under a defined contribution plan in
both the numerator and denominator of the Top-Heavy
Ratio are adjusted for any distribution of an account
balance made in the Determination Period.
(c) For purposes of (a) and (b) above, the value of
account balances and the Present Value of accrued
benefits shall be determined as of the most recent
Valuation Date that falls within or ends with the
12-month period ending on the Determination Date,
except as provided in Section 416 of the Code and the
Regulations thereunder for the first and second plan
year of a defined benefit plan. The account balances
and accrued benefits of a Participant (1) who is not
a Key Employee but who was a Key Employee in a prior
year, or (2) who has not received any compensation
from any Employer
XV-11
88
maintaining the plan at any time during the
Determination Period shall be disregarded. The
calculation of the Top-Heavy Ratio, and the extent to
which distributions, rollovers, and transfers are
taken into account will be made in accordance with
Section 416 of the Code and the Regulations
thereunder. Deductible Employee contributions shall
not be taken into account for purposes of computing
the Top-Heavy Ratio. When aggregating plans, the
value of account balances and accrued benefits shall
be calculated with reference to the Determination
Date(s) that falls within the same calendar year.
15.5 Permissive Aggregation Group. The Required Aggregation Group
of plans plus any other plan or plans of the Employer which,
when considered as a group with the Required Aggregation
Group, would continue to satisfy the requirements of Sections
401(a)(4) and 410 of the Code.
15.6 Required Aggregation Group. (1) Each qualified plan of the
Employer in which at least one Key Employee participated
during the Determination Period, and (2) any other qualified
plan of the Company which enables a plan described in (1) to
meet the requirements of
XV-12
89
Sections 410(a)(4) and 410 of the Code during the
Determination Period.
15.7 Determination Date. For any Plan Year, the last day of the
preceding Plan Year.
15.8 Determination Period. The Plan Year containing the
Determination Date and the four (4) preceding Plan Years.
15.9 Valuation Date. For purposes of computing the Top-Heavy
Ratio, the Valuation Date shall be the normal annual valuation
date for the Plan.
15.10 Present Value. For purposes of computing the Top-Heavy Ratio,
any benefit shall be discounted only for mortality and
interest as follows:
Interest rate: 5%
Mortality table: 1971 TPF&C Forecast Mortality Table
15.11 If the Plan is or becomes a Top-Heavy Plan in any Plan Year
beginning after December 31, 1983, the following provisions
shall supersede any conflicting provision in the Plan.
(a) Vesting.
XV-13
90
Notwithstanding the provisions of Section 7.2, a
Participant's Vested Benefit shall be the Retirement
Income payable at Normal Retirement Date in the form
and amount as set forth in Section 4.3 based on his
Average Earnings and Credited Service as of his
Termination Date, multiplied by the applicable
percentage specified below:
If Years of Then Vested
Vesting Service Are Percentage Is
------------------- -------------
less than 2 0%
2 but less than 3 20%
3 but less than 4 40%
4 but less than 5 60%
5 but less than 6 80%
6 or more 100%
Notwithstanding the foregoing, a Participant shall be
100% vested upon the later of his 65th birthday or
the fifth anniversary of his entry into the Plan. In
the event of a change in the top-heavy status of the
Plan, Section 13.2 of the Plan shall apply.
(b) Minimum Accrued Benefit.
(i) Notwithstanding any other provision in this
Plan except (iii), (iv) and (v) below, for
any Plan Year in which this Plan is a Top
XV-14
91
Heavy Plan, each Participant who is not a Key
Employee and has completed 1,000 Hours of
service shall accrue a benefit (to be
provided solely by Employer contributions and
expressed as a life annuity commencing at
normal retirement age) of not less than two
percent of his or her highest average
Compensation for the five consecutive years
for which the Participant had the highest
Compensation. The minimum accrual is
determined without regard to any Social
Security contribution. The minimum accrual
applies even though under other Plan
provisions the Participant would not
otherwise be entitled to receive an accrual,
or would have received a lesser accrual for
the year because (1) the non-Key Employee
fails to make mandatory contributions to the
Plan, (2) the non-Key Employee's Compensation
is less than a stated amount, (3) the non-Key
Employee is not employed on the last day of
the accrual computation period, or (4) the
Plan is integrated with Social Security.
(ii) No additional benefit accruals shall be
provided pursuant to (i) above to the extent
XV-15
92
that the total accruals on behalf of the
Participant attributable to Employer
contributions will provide a benefit
expressed as a life annuity commencing at age
65 that equals or exceeds 20 percent of the
Participant's highest average Compensation
for the five consecutive years for which the
Participant had the highest Compensation.
(iii) The provisions in (i) above shall not apply
to any Participant to the extent that the
Participant is covered under any other plan
or plans of the Employer which provide(s) for
the minimum allocation or benefit applicable
to Top-Heavy Plans.
(iv) All accruals of Employer derived benefit,
whether or not attributable to years for
which the Plan is a Top-Heavy Plan, may be
used in computing whether the minimum accrual
requirements of Section (ii) above are
satisfied.
(c) Additional Limitation - Members of Retirement Plan.
With respect to any Plan Year for which the Plan is
determined to be a Top-Heavy Plan,
XV-16
93
paragraphs (2)(B) and (3)(B) of Section 415(e) of the
Code, as incorporated in Section 4.5 hereof, shall be
applied by substituting "1.0" for "1.25" in the
calculation of the defined benefit and defined
contribution fractions unless the requirements of
Section 416(h)(2) of the Code are met.
XV-17
94
THE CONNECTICUT WATER COMPANY
EMPLOYEES' RETIREMENT PLAN
EXHIBIT I
This Exhibit is attached to and made a part of the Plan.
Actuarial Equivalent shall mean a benefit of equivalent current value to the
benefit which would otherwise have been provided to the Participant. The
factors used to determine equivalencies shall be determined as follows:
- 50% Contingent Annuity Option
90% (less)(plus) .5% for each year by which the age of the
Contingent Annuitant (is less than)(exceeds) the age of the
Participant. Such factor not to exceed 1.0.
- 75% Contingent Annuity Option
86% (less)(plus) .6% for each year by which the age of the
Contingent Annuitant (is less than)(exceeds) the age of the
Participant. Such factor not to exceed 1.0.
- Lump Sum Distribution
Actuarial Equivalent factors shall be determined using the
UP-1984 Mortality Table and, for any Plan Year, the interest
rates promulgated by the Pension Benefit Guaranty Corporation
for the purposes of determining the present value of a lump
sum distribution on plan
95
termination for the month containing the first day of such
Plan Year.
- Five-Year Certain and Life Option: 98%
- 10-Year Certain and Life Option: 93%
-12-
96
APPENDIX A
SPECIAL EARLY RETIREMENT BENEFIT
A.1 Eligibility
A special early retirement benefit, as set forth in Section A.2
hereof, shall be offered to all eligible Participants; provided,
however, that said special early retirement benefit shall not be
available to any Eligible Participant if fewer than six (6) Eligible
Participants elect to retire and receive such benefit. For purposes
of this Appendix A, the term 'Eligible Participant' shall mean each
Participant who as of September 1, 1991 (a) will have completed ten
(10) or more years of Credited Service, and (b) will have attained the
age of fifty-five (55). Each such Eligible Participant will be
offered the special early retirement benefit described in Section A.2
and may make a written election during an election period beginning on
July 10, 1991 and ending at 4:30 P.M. on August 9, 1991 to retire on
September 1, 1991 and receive such special early retirement benefit
commencing as of said date; provided, however, that such Eligible
Participant either electing or declining to retire and receive the
special early retirement benefit described in Section A.2 may revoke
said decision during the period beginning on August 10, 1991 and
ending at 4:30 P.M.
97
on August 16, 1991, after which date such decision shall be
irrevocable.
A.2 Special Early Retirement Benefit
Each Eligible Participant who, pursuant to Section A.1, has elected to
retire and receive the special early retirement benefit shall be
credited with an additional five (5) years of Credited Service for
purposes of the calculation of the benefit under Articles IV, V and VI
and, if such retirement occurs prior to attainment of age sixty-two
(62), shall receive an additional benefit of $500 each month ending
with the month in which such Eligible Participant attains age
sixty-two (62).
A.3 Limitation
The limitations of Section 415 of the Code, as set forth in Section
4.4, shall apply to the special early retirement benefit and, for
purposes of Section 415(b)(5)(D) of the Code, the adoption of the
special early retirement benefit shall be considered a change in
benefit structure, unless otherwise provided by Treasury Regulations
or other determinative authority.
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