EXHIBIT 10(t)
BB&T CORPORATION
PENSION PLAN
EFFECTIVE DATE: JANUARY 1, 2000
TABLE OF CONTENTS
Page
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Section 1. Definitions.....................................................................................1
1.1 Accrued benefit.................................................................................1
1.2 Actuarial equivalent............................................................................1
1.3 Affiliated employer.............................................................................2
1.4 Annuity starting date...........................................................................2
1.5 Beneficiary.....................................................................................2
1.6 Board...........................................................................................3
1.7 Break in service................................................................................3
1.8 Code............................................................................................3
1.9 Committee.......................................................................................3
1.10 Company.........................................................................................3
1.11 Compensation....................................................................................3
1.12 Computation period..............................................................................4
1.13 Covered compensation............................................................................5
1.14 Creditable service..............................................................................5
1.15 Disability......................................................................................6
1.16 Earliest retirement age.........................................................................6
1.17 Effective date..................................................................................6
1.18 Election period.................................................................................6
1.19 Eligible employee...............................................................................7
1.20 Employee........................................................................................8
1.21 Entry date......................................................................................8
1.22 ERISA...........................................................................................8
1.23 Final average compensation......................................................................8
1.24 Highly compensated participant..................................................................9
1.25 Hour of service.................................................................................9
1.26 Leased employee................................................................................11
1.27 Minimum death benefit..........................................................................12
1.28 Normal retirement age..........................................................................12
1.29 Participant....................................................................................12
1.30 Participating Employer.........................................................................13
1.31 Plan...........................................................................................13
1.32 Plan year......................................................................................14
1.33 Predecessor plan...............................................................................14
1.34 Qualified election.............................................................................14
1.35 Qualified joint and survivor annuity...........................................................15
1.36 Qualified preretirement survivor annuity.......................................................15
1.37 Required beginning date........................................................................15
1.38 Retire or retirement...........................................................................16
1.39 Service........................................................................................16
1.40 Single life annuity............................................................................16
1.41 Social Security retirement age.................................................................16
1.42 Spouse or surviving spouse.....................................................................16
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1.43 Statutory compensation.........................................................................17
1.44 Trust agreement................................................................................17
1.45 Trust or trust fund............................................................................17
1.46 Trustee........................................................................................17
1.47 Vesting service................................................................................18
Section 2. Retirement; Termination of Service.............................................................18
2.1 Normal Retirement..............................................................................18
2.2 Delayed Retirement.............................................................................19
2.3 Early Retirement...............................................................................20
2.4 Disability Retirement..........................................................................20
2.5 Termination of Service.........................................................................21
2.6 Special Limitation on Benefits.................................................................22
Section 3. Vesting........................................................................................26
3.1 Full Vesting...................................................................................26
3.2 Vesting Service................................................................................27
3.3 Forfeitures....................................................................................27
3.4 Predecessor Plan...............................................................................27
3.5 Change in Vesting Schedule.....................................................................27
Section 4. Payment of Benefits............................................................................28
4.1 Payment of Retirement Benefits Other Than Disability Benefits..................................28
4.2 Payment of Death Benefits......................................................................29
4.3 Requirements for Retirement and Death Benefits.................................................30
Section 5. Contributions..................................................................................34
Section 6. Administration by Committee....................................................................34
6.1 Membership of Committee........................................................................34
6.2 Committee Officers; Subcommittee...............................................................34
6.3 Committee Meetings.............................................................................35
6.4 Transaction of Business........................................................................35
6.5 Committee Records..............................................................................35
6.6 Establishment of Rules.........................................................................35
6.7 Conflicts of Interest..........................................................................35
6.8 Correction of Errors...........................................................................36
6.9 Authority to Interpret Plan....................................................................36
6.10 Third Party Advisors...........................................................................36
6.11 Compensation of Members........................................................................37
6.12 Committee Expenses.............................................................................37
6.13 Indemnification of Committee...................................................................37
Section 7. Management of Funds and Amendment of Plan......................................................37
7.1 Fiduciary Duties...............................................................................37
7.2 Authority to Amend.............................................................................38
7.3 Trust Agreement................................................................................39
7.4 Requirements of Writing........................................................................40
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Section 8. Allocation of Responsibilities Among Named Fiduciaries.........................................40
8.1 Duties of Named Fiduciaries....................................................................40
8.2 Co-fiduciary Liability.........................................................................41
Section 9. Benefits Not Assignable........................................................................41
9.1 Benefits Not Assignable........................................................................41
9.2 Payments to Minors and Others..................................................................42
Section 10. Termination of Plan............................................................................42
10.1 Complete Termination...........................................................................42
10.2 Partial Termination............................................................................43
10.3 Liability......................................................................................43
10.4 Early Termination Restrictions.................................................................43
Section 11. Merger or Consolidation of Plan................................................................45
Section 12. Communication to Participants..................................................................45
Section 13. Claims Procedure...............................................................................45
13.1 Filing of a Claim for Benefits.................................................................46
13.2 Notification to Claimant of Decision...........................................................46
13.3 Procedure for Review...........................................................................46
13.4 Decision on Review.............................................................................47
13.5 Action by Authorized Representative of Claimant................................................47
Section 14. Parties to the Plan............................................................................47
14.1 Application of Plan and Trust Agreement........................................................47
14.2 Service with a Participating Employer..........................................................48
14.3 Contributions..................................................................................48
14.4 Authority of Board.............................................................................48
Section 15. Service in Another Status......................................................................48
Section 16. Special Top-Heavy Provisions...................................................................49
16.1 Definitions....................................................................................49
16.2 Top-heavy Requirements.........................................................................51
Section 17. Portability of Accrued Benefits................................................................52
17.1 Definitions....................................................................................53
17.2 Construction...................................................................................53
Section 18. Special Provisions Relating to Employees of Acquired Companies: ...............................53
18.1 General Policy Involving Acquired Companies with a Defined Benefit Plan........................54
18.2 General Policy Involving Acquired Companies Without a Defined Benefit Plan.....................55
Section 19. Miscellaneous Provisions.......................................................................55
19.1 Notices........................................................................................55
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19.2 Lost Distributees..............................................................................55
19.3 Reliance on Data...............................................................................56
19.4 Bonding........................................................................................56
19.5 Receipt and Release for Payments...............................................................56
19.6 Headings.......................................................................................56
19.7 Continuation of Employment.....................................................................56
19.8 Nonliability of Company........................................................................57
19.9 Construction...................................................................................57
19.10 Compliance With The Uniformed Services Employment
and Reemployment Act of 1994...................................................................57
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EXHIBIT A Participating Employers
EXHIBIT B Early Retirement Factors
EXHIBIT C Special Provisions of Merging Companies
Prior to January 1, 1996 Under the BB&T Predecessor Plan
EXHIBIT D Special Provisions of Merging Companies Prior
to January 1, 1996 Under the Southern National Predecessor Plan
EXHIBIT E Special Provisions of Merging
Companies After January 1, 1996 and Prior to January 1, 2001
EXHIBIT F Special Provisions of Merging Companies
After January 1, 2001
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BB&T CORPORATION
PENSION PLAN
INTRODUCTION
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On February 28, 1995, BB&T Corporation (the "Company") (formerly,
the Southern National Corporation) and BB&T Financial Corporation, the former
parent corporation of Branch Banking and Trust Company ("BB&T"), were merged. As
a result of the corporate merger, the Company became the parent corporation of
BB&T. At that time, the Company maintained the Southern National Retirement Plan
(the "Southern National prior plan") for the benefit of its employees, and BB&T
maintained the Retirement Plan for the Employees of Branch Banking and Trust
Company (the "BB&T prior plan") for the benefit of its employees. Effective as
of January 1, 1996, the Southern National prior plan and the BB&T prior plan
were merged into a single plan, entitled the "Southern National Corporation
Pension Plan." As a result of the change in the Company's corporate name to BB&T
Corporation, the name of such plan was ultimately changed to the "BB&T
Corporation Pension Plan." This plan amends and restates the BB&T Corporation
Pension Plan effective as of January 1, 2000.
BB&T CORPORATION
PENSION PLAN*
Section 1. Definitions:
--------- -----------
As used in the plan, including this Section 1, and in the trust
agreement which is a part of the plan, references to one gender shall include
the other and, unless otherwise indicated by the context:
1.1 "Accrued benefit" of a participant as of any date (the
"accrual date") shall be determined by the actuary servicing the plan and shall
be the amount of the annual normal retirement benefit determined in accordance
with Section 2.1 and the applicable provisions of Exhibits C, D, E or F, based
on his final average compensation (as defined in Section 1.23) and years of
creditable service (as defined in Section 1.14) as of the accrual date. In no
event shall a participant's accrued benefit be less than his accrued benefit on
December 31, 1999, as determined under the terms of the predecessor plan then in
effect.
1.2 "Actuarial equivalent" means a benefit of equal present
value. For this purpose, present value means the value of an amount or series of
amounts payable at various times, determined as of a given date by application
of the plan's actuarial assumptions. The actuarial assumptions of this plan are
as follows:
(a) Applicable mortality rate: The mortality table prescribed
from time to time by the Commissioner of Internal Revenue in the
Internal Revenue Bulletin. Such table shall be based on the prevailing
commissioners' standard table (described in Section 807(d)(5)(A) of the
Code) used to determine reserves for group annuity contracts issued on
the date as of which the present value of benefits is being determined
(without regard to any other subparagraph of Section 807(d)(5) of the
Code). As of the effective date, the applicable mortality table is the
1983 Group Annuity Mortality Table, as specified in Revenue Ruling 95-
6, 1995-4 I.R.B. 22.
__________________
*NOTE: This plan amends and supersedes as of January 1, 2000, the BB&T
Corporation Pension Plan which was originally adopted as of October 1, 1944, and
last amended on October 28, 1997. The predecessor plan was last rewritten in its
entirety effective as of January 1, 1996. Reference is made to the BB&T
Corporation Pension Plan Trust Agreement by and between the Company and Branch
Banking and Trust Company, of even date herewith, which is a part of the plan.
(b) Applicable interest rate: The annual rate of interest on
30-year Treasury securities as specified from time to time by the
Commissioner of Internal Revenue in revenue rulings, notices or other
guidance published in the Internal Revenue Bulletin. The applicable
interest rate shall be determined for the month of November next
preceding the first day of the plan year in which the benefit is
payable.
1.3 "Affiliated employer" means: (i) any corporation that is a
member of a controlled group of corporations (as defined in Section 414(b) of
the Code) which includes the Company; (ii) any trade or business (whether or not
incorporated) that is under common control (as defined in Section 414(c) of the
Code) with the Company; (iii) any organization (whether or not incorporated)
that is a member of an affiliated service group (as defined in Section 414(m) of
the Code) which includes the Company; and (iv) any other entity required to be
aggregated with the Company pursuant to Section 414(o) of the Code.
1.4 "Annuity starting date" means the first day of the first
period for which an amount of a participant's benefit is paid as an annuity or
in any other form. The annuity starting date may or may not be the same date
payments commence. Notwithstanding the foregoing, the following rules shall
apply:
(i) The annuity starting date for a participant who retires
because of disability means the first day of the first period for which
his benefit becomes payable, unless the benefit is an auxiliary benefit
such that upon attainment of early or normal retirement age the
participant shall receive a benefit that satisfies the accrual and
vesting rules of Section 411 of the Code without taking into account
the benefit payments up to that date.
(ii) The recommencement of benefit payments following a
suspension of benefits after the annuity starting date and after the
employee separates from service, pursuant to Section 411(a)(3)(B) of
the Code, shall not be treated as a new annuity starting date. The
recommencement of benefit payments following a suspension of benefits
for an employee who continues in service without termination and
without receiving benefits shall be treated as the annuity starting
date.
(iii) An annuity starting date that occurs on or after normal
retirement age shall apply to any additional accrual after such annuity
starting date.
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1.5 "Beneficiary" means the surviving spouse or other
beneficiary of the participant, as determined pursuant to this Section 1.5. If a
participant has no spouse (as defined in Section 1.42) or makes a qualified
election (as defined in Section 1.34) for his beneficiary to be other than his
spouse, such participant may designate a beneficiary (which may include more
than one person, natural or otherwise, and one or more contingent
beneficiaries), or change or revoke a beneficiary designation at any time before
he dies, by filing a written election with the Committee. Such beneficiary shall
be entitled to a death benefit following the participant's death. If a
participant dies before designating a beneficiary, any death benefit with
respect to such participant shall be payable to the surviving spouse of the
participant or, if he has no surviving spouse, to his estate. If a beneficiary
receives or is entitled to receive payments from the plan and dies before
receiving all payments due him, the remaining payments shall be made to the
contingent beneficiary, if any. If there is no contingent beneficiary, the
remaining payments shall be made to the estate of the beneficiary.
1.6 "Board" means the Board of Directors of the Company.
1.7 A "break in service" means a computation period in which
an employee does not complete more than 500 hours of service and shall occur at
the beginning of such computation period.
1.8 "Code" means the Internal Revenue Code of 1986, as
amended, and rules and regulations issued thereunder.
1.9 "Committee" means the administrative committee provided
for in Section 6.
1.10 "Company" means BB&T Corporation, a North Carolina
corporation with its principal office at Winston-Salem, North Carolina.
1.11 "Compensation" means wages within the meaning of Section
3401(a) of the Code and all other payments of compensation to an employee by the
Participating Employer (in the course of the Participating Employer's trade or
business) for which the Participating Employer is
3
required to furnish the employee a written statement under Sections 6041(d),
6051(a)(3) and 6052 of the Code, but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed, plus any amounts contributed by the
Participating Employer pursuant to a salary reduction agreement which are not
includible in the gross income of the employee under Section 125, 402(e)(3),
402(h) or 403(b) of the Code, if any, and less reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation, welfare
benefits, any income realized from the grant or exercise of a stock option or
from the sale or other disposition of stock acquired under a stock option, and
any payments which are characterized by the Participating Employer as pay-to-
stay or severance payments. For plan years beginning on or after January 1,
1989, but prior to January 1, 1994, the annual compensation of each employee
taken into account shall not exceed $200,000. This limitation shall be adjusted
by the Secretary of the Treasury at the same time and in the same manner as
under Section 415(d) of the Code, except that the dollar increase in effect on
January 1 of any calendar year is effective for plan years beginning in such
calendar year and the first adjustment to the $200,000 limitation is effective
on January 1, 1990. For plan years beginning on or after January 1, 1994, the
annual compensation of each employee taken into account under the plan shall not
exceed $150,000, as adjusted by the Commissioner 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 (the "determination period")
beginning in such calendar year. The $200,000 limitation and the $150,000
limitation, whichever shall be applicable, shall be hereinafter referred to as
the "annual compensation limitation." If a determination period consists of
fewer than 12 months, the annual compensation limitation 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.
1.12 "Computation period" means a 12 consecutive month period,
as follows:
4
1.12.1 For purposes of plan participation, the computation period
initially shall be the 12 consecutive month period beginning on the
date an employee first completes an hour of service. Thereafter, the
computation period shall be the plan year, beginning with the plan year
in which falls the first anniversary of the date the employee first
completed an hour of service.
1.12.2 For all other purposes under the plan, the computation
period shall be the plan year.
1.13 "Covered compensation" of a participant means the average
of the Social Security taxable wage bases for each year during the 35-year
period ending with the year in which the participant attains his Social Security
retirement age. To determine covered compensation in any year preceding the year
in which the participant attains his Social Security retirement age, the annual
amount of the Social Security taxable wage base shall assume to be level for
each year subsequent to the determination year and prior to the year the
participant attains his Social Security retirement age.
1.14 "Creditable service" means the following:
1.14.1 With respect to service prior to the effective date of the
plan, years of service taken into account for benefit accrual purposes
as determined pursuant to the terms of the predecessor plan.
1.14.2 With respect to service on or after the effective date,
1,000 or more hours of service during a computation period; provided,
that the following provisions shall apply:
(i) Except as otherwise provided in subparagraph (ii)
immediately following, if an employee has a break in service,
years of creditable service of such employee prior to such break
shall not be taken into account unless and until he has a year of
creditable service following recommencement of service;
(ii) Notwithstanding the foregoing, if an employee has a break
in service all years of creditable service prior to such break
shall be disregarded if (a) he has no vested interest in his
accrued benefit at the time of such break, and (b) the number
of his consecutive breaks in service equals or exceeds 5. For
the purpose of determining years of creditable service prior
to such break, any years of creditable service previously
disregarded under this subparagraph (ii) shall be excluded;
(iii) Except as otherwise provided in subparagraph (iv)
immediately following, in determining years of creditable
service, service with any
5
employer prior to the date such employer adopted the plan (i.e.,
prior to the date such employer became a Participating Employer)
shall be disregarded; and
(iv) Notwithstanding the foregoing, service with a company or
business acquired by the Company or one of its affiliates shall
be taken into account in determining years of creditable service
to the extent provided for in Section 18 and Exhibits C, D, E and
F.
1.15 "Disability" means a condition for which a participant is
entitled to disability benefits under the BB&T Corporation Disability Plan.
1.16 "Earliest retirement age" means the earliest date on which
a participant could elect to retire and commence receiving a distribution of
benefits under the plan.
1.17 "Effective date" of the plan shall be January 1, 2000.
However, in order to comply with the Retirement Protection Act of 1994, the
Uniformed Services Employment Rights Act of 1994, the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997, and the Internal
Revenue Service Restructuring and Reform Act of 1998, which are first effective
as of an earlier date, the following Sections of the plan are effective as
indicated below:
Section Effective Date
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1.11 January 1, 1997
1.18 January 1, 1997
1.24 January 1, 1997
1.26 January 1, 1997
1.43 January 1, 1998
2.5.3 January 1, 1998
4.3.4 January 1, 1998
4.3.6 January 1, 1997
4.3.10 January 1, 1997
10.4.3(iii) January 1, 1998
16.1.3 January 1, 1998
19.10 December 12, 1994
1.18 "Election period" in the case of retirement benefits
payable pursuant to Section 4.1, the "election period" means the 90-day period
preceding a participant's annuity starting date. Notwithstanding the foregoing,
if the notice required by Section 4.3.6 is provided to the participant
6
after the annuity starting date, the election period shall be the 30-day period
following the date the notice is provided to the participant. In the case of
death benefits payable pursuant to Section 4.2, the "election period" means the
period which begins on the first day of the plan year in which the participant
attains age 35 and ends on the date of the participant's death. If a participant
terminates service prior to the first day of the plan year in which he attains
age 35, with respect to his accrued benefit as of the date of separation, the
election period shall begin on the date of termination. A participant who will
not yet attain age 35 as of the end of any current plan year may make a special
qualified election to waive the qualified preretirement survivor annuity for the
period beginning on the date of such election and ending on the first day of the
plan year in which the participant will attain age 35. Such election shall not
be valid unless the participant receives a written explanation of the qualified
preretirement survivor annuity in such terms as are comparable to the
explanation required under Section 4.3.6. Qualified preretirement survivor
annuity coverage will be automatically reinstated as of the first day of the
plan year in which the participant attains age 35. Any new waiver on or after
such date shall be subject to the full requirements of this Section 1.18.
1.19 "Eligible employee" means each employee of a Participating
Employer except the following:
(a) An employee included in a unit of employees covered by a
collective bargaining unit, which has entered into a bona fide
collective bargaining agreement with a Participating Employer which
does not specifically provide for coverage of the employee under this
plan; provided, that retirement benefits were the subject of good faith
bargaining between the Participating Employer and employee
representatives.
(b) An employee who is a nonresident alien and who receives no
earned income (within the meaning of Section 911(d)(2) of the Code)
from the Participating Employer constituting income from sources within
the United States (within the meaning of Section 861(a)(3) of the
Code).
(c) An individual who is deemed to be an employee solely by
reason of being a leased employee.
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(d) An individual who is an employee of an affiliated employer
that has not adopted the plan and is on a temporary assignment to a
Participating Employer.
See Section 1.29 for provisions governing eligibility of an eligible employee to
become a participant in the plan.
1.20 "Employee" means, except as otherwise provided herein, an
individual in the service of a Participating Employer if the relationship
between him and the Participating Employer is the legal relationship of employer
and employee. In determining who is an employee for purposes of the plan, the
following provisions shall apply:
1.20.1 All leased employees shall be treated as employees.
1.20.2 An individual who is identified on the books and records
of a Participating Employer as other than a common law employee shall
not be treated as an employee for purposes of the plan regardless of a
later agency or judicial determination to the effect that such
individual is a common law employee of a Participating Employer.
See Sections 1.19 and 1.29 for provisions governing eligibility of an employee
to become a participant in the plan.
1.21 "Entry date" means the first day of each calendar month.
1.22 "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended (including amendments of the Code affected thereby), and
rules and regulations issued thereunder.
1.23 "Final average compensation" of a participant means the
average of his annual compensation for his 5 consecutive plan years within the
last 10 plan years, including the plan year in which occurs his retirement date
or other accrual date as specified in Section 1.1., which will produce the
highest average. If a participant has less than 5 consecutive plan years of
compensation, "final average compensation" means the average of his annual
compensation for those plan years within the last 10 plan years in which he
received compensation.
8
1.24 "Highly compensated participant" means any participant who
is a highly compensated employee. "Highly compensated employee" means any
employee who:
(a) during the plan year or preceding plan year was at any
time a 5 percent owner (as defined in Section 416(i)(l)(B) of the
Code); or
(b) during the preceding plan year received statutory
compensation (as defined in Section 1.43) from the Company and
affiliated employers in excess of $80,000 (as adjusted pursuant to
Section 414(q)(1)) and was in the top-paid group of employees for such
preceding plan year.
For purposes of this Section 1.24, the following provisions shall apply:
1.24.1 An employee who performs service for the Company or any
affiliated employer at any time during a plan year shall be in the
top-paid group of employees for such year if such employee is in the
top 20 percent of the employees of the Company ranked on the basis of
statutory compensation paid during such year.
1.24.2 A former employee shall be treated as a highly compensated
employee if he was a highly compensated employee when he separated from
service, or was a highly compensated employee at any time after
attaining age 55.
The determination of who is a highly compensated employee, including the
determination of the number and identity of employees in the top-paid group,
shall be made in accordance with Section 414(q) of the Code.
1.25 "Hour of service" means the following:
1.25.1 Each hour for which an employee is paid, or entitled to
payment by, the Company or an affiliated employer for the performance
of duties. Each such hour shall be credited to the computation period
in which the duties are performed.
1.25.2 Each hour for which an employee is paid, or entitled to
payment, by the Company or an affiliated employer for a period of time
during which no duties are performed (irrespective of whether the
employment relationship has terminated) by reason of vacation, holiday,
illness, incapacity (including disability), lay-off, jury duty,
military duty or leave of absence. Each such hour shall be credited to
the computation period or periods in which the period during which no
duties are performed occurs. In applying this Section 1.25.2, the
following provisions shall apply:
(i) The number of hours to be credited with respect to
any single continuous period, whether or not such period occurs
in a single computation period, shall be the lesser of: (a) 501
hours, or (b) the
9
number of hours for which the employee is paid with respect to
such single continuous period;
(ii) No hours shall be credited with respect to
payments made to the employee for the purpose of complying with
applicable workers' compensation, unemployment compensation or
disability insurance laws, or payments made solely to reimburse
an employee for medical or medically related expenses incurred by
the employee; and
(iii) An amount paid to an employee by the Company or an
affiliated employer indirectly, such as by a trust, fund or
insurer to which the Company or affiliated employer makes
contributions or pays premiums, shall be deemed to be paid by the
Company or affiliated employer.
1.25.3 Each hour (to the extent not included in Section 1.25.1 or
1.25.2) for which back pay (irrespective of mitigation of damages) has
been either awarded or agreed to by the Company or an affiliated
employer. Each such hour shall be credited to the computation period or
periods to which the award or agreement pertains rather than to the
computation period in which the award, agreement or payment is made.
1.25.4 Each hour for which an employee is not actually in service
but is required to be given credit for service under any law of the
United States, including, but not limited to the Family and Medical
Leave Act of 1993 and the Uniformed Services Employment and
Reemployment Rights Act of 1994. Each such hour shall be credited to
the computation period or periods for which the employee is required to
be given credit for service.
1.25.5 Solely for the purpose of determining whether an employee
has incurred a break in service, each hour with respect to a period
during which he is absent from work for maternity or paternity reasons
which otherwise would be credited to such employee but for such
absence, or if such hours cannot be determined, 8 hours of service per
day of such absence. For purposes of this Section 1.25.5, an absence
from work for maternity or paternity reasons means an absence (a) by
reason of the pregnancy of the employee; (b) by reason of the birth of
a child of the employee; (c) by reason of the placement of a child with
the employee in connection with the adoption of such child by such
employee; or (d) for purposes of caring for such child for a period
beginning immediately following such birth or placement. The hours of
service credited under this Section 1.25.5 shall be credited with
respect to the computation period in which the absence begins, if
necessary to prevent a break in service in such computation period. In
all other cases, such hours of service shall be credited to the
subsequent computation period. No more than 501 hours of service shall
be required to be credited for maternity or paternity reasons. No
credit shall be given under this Section 1.25.5 unless the employee
furnishes to the Committee such timely information as the Committee
reasonably may require to establish that the absence is for a reason
described in this Section 1.25.5 and the number of days for which there
was such an absence.
10
1.25.6 Solely for the purpose of determining whether an
employee has incurred a break in service, an employee who is
absent from work due to a leave of absence approved by the
Participating Employer for which he is not paid (other than a
leave of absence for maternity or paternity reasons) shall be
credited with each hour of service such employee would otherwise
be credited with but for such leave of absence. The hours of
service credited pursuant to this Section 1.25.6 shall be credited
with respect to the computation period in which the absence
begins, if necessary to prevent a break in service in such
computation period. In all other cases, such hours of service
shall be credited to the subsequent computation period. No more
than 501 hours of service shall be required to be credited due to
such leave of absence. The hours of service granted pursuant to
the provisions of this Section 1.25.6 shall be disregarded if the
participant does not return to service upon the expiration of such
leave of absence; provided that this sentence shall not apply if
the employee dies or becomes disabled during such leave of
absence.
An employee with respect to whom the Company or an affiliated employer maintains
records of hours for which payment for the performance of duties is made shall
be credited with hours of service on the basis of such records. Any other
employee shall be credited with 45 hours of service for each week if under this
Section 1.25 he would be credited with at least one hour of service for such
week. The provisions of this Section 1.25 shall apply in accordance with the
provisions of United States Department of Labor Regulations Section
2530.200b-2(b) and (c), which is incorporated herein by reference.
1.26 "Leased employee" means any individual, other than an
employee of the Company or an affiliated employer (the "recipient employer")
who, pursuant to an agreement between the recipient employer and any other
person (the "leasing organization") has performed services for the recipient
employer, or the recipient employer and related persons determined in accordance
with Section 414(n) of the Code, on a substantially full-time basis for a period
of at least one year, and such services are performed under the primary
direction or control of the recipient employer. Contributions or benefits
provided a leased employee by the leasing organization that are attributable to
services performed for the recipient employer shall be treated as provided by
the recipient employer. A leased employee shall not be considered an employee of
the recipient employer if: (a) such individual is
11
covered by a money purchase pension plan providing (i) a nonintegrated employer
contribution rate of at least 10 percent of statutory compensation, (ii)
immediate participation, and (iii) full and immediate vesting; and (b) leased
employees do not constitute more than 20 percent of the recipient employer's
nonhighly compensated work force (as defined in Section 414(n)(C) of the Code).
1.27 "Minimum death benefit" with respect to a participant who dies
on or before his earliest retirement age means the same benefit that would be
payable to the participant's spouse had the participant terminated service at
the earlier of his date of death or date of termination of service, survived to
his earliest retirement age, retired with an immediate joint and 50% survivor
annuity (as defined in Section 1.35) at his earliest retirement age, and died on
the day thereafter. "Minimum death benefit" with respect to a participant who
dies after his earliest retirement age means the same benefit that would be
payable to the participant's spouse had the participant retired with an
immediate joint and 50% survivor annuity on the day before the participant's
date of death. In either situation, if a participant elects a joint and 100%
survivor annuity before his death, the amount of the payments provided in this
Section 1.27 and Section 4.2.1, shall be determined in accordance with such
election.
1.28 "Normal retirement age" of a participant means the later of (i)
age 65, or (ii) the 5th anniversary of the participant's initial participation
in the plan. The "normal retirement date" of a participant means the first day
of the calendar month coincident with or next following attainment of his normal
retirement age.
1.29 "Participant" means with respect to any plan year an eligible
employee who has entered the plan and any former employee who has an accrued
benefit under the plan. An employee or former employee on the effective date who
was a participant in the predecessor plan immediately preceding the effective
date, shall be a participant in this plan as of the effective date. An eligible
employee who has not otherwise entered the plan shall become a participant as of
the entry date next following the later of (i) attainment of age 21, or (ii) the
close of the first computation period (as defined
12
in Section 1.12.1) during which he completes 1,000 or more hours of service. For
the purpose of applying the foregoing provisions of this Section 1.29, the
following provisions shall apply:
1.29.1 An eligible employee who is not in service on the date he is
eligible to enter the plan and who reenters service as an eligible employee
before his entry date shall enter the plan on his entry date.
1.29.2 An eligible employee who is not in service on the date he is
eligible to enter the plan and who reenters service as an eligible employee
after his entry date but before incurring 5 consecutive breaks in service
shall enter the plan on the date he reenters service.
1.29.3 An eligible employee who is not in service on the date he is
eligible to enter the plan and who reenters service as an eligible employee
after incurring 5 consecutive breaks in service shall be treated as a new
employee for eligibility purposes.
1.29.4 A participant who terminates service and reenters service as
an eligible employee shall reenter the plan on the date he reenters service
if at the time of such termination of service he had a vested interest in
his accrued benefit under the plan, or if he did not have a vested interest
in his accrued benefit, the number of his consecutive breaks in service is
less than 5.
1.29.5 A participant who terminates services and reenters service as
an eligible employee shall be treated as a new employee for eligibility
purposes if at the time of such termination of service he does not have a
vested interest in his accrued benefit under the plan and the number of his
consecutive breaks in service equals or exceeds 5.
See Section 18 and Exhibits C, D, E and F for special provisions that may apply
to employees of companies or businesses acquired by the Company or one of its
affiliates.
1.30 "Participating Employer" means the Company and each employer
that has adopted the plan and is listed on Exhibit A attached hereto. See
Section 14 for special provisions concerning Participating Employers.
1.31 "Plan" means the BB&T Corporation Pension Plan, as herein set
out or as duly amended.
1.32 "Plan year" means the 12-month period ending on December 31
of each year.
1.33 "Predecessor plan" means the BB&T Corporation Pension Plan in
effect prior to January 1, 2000, and any other plan which was merged into such
plan prior to such date. The term
13
"predecessor plan" shall also include any plan which is merged into this plan
after the effective date. The "Southern National predecessor plan" means the
Southern National Retirement Plan as in effect as of December 31, 1995. The
"BB&T predecessor plan" means the Retirement Plan for the Employees of Branch
Banking and Trust Company in effect as of December 31, 1995.
1.34 "Qualified election" means the waiver of a qualified joint and
survivor annuity or a qualified preretirement survivor annuity made by a
participant in writing and filed with the Committee during the election period.
No such election shall be effective unless: (a) the participant's spouse
consents in writing to the election; (b) the election designates a specific
alternate beneficiary or a class of beneficiaries, including any contingent
beneficiary, which may not be changed without spousal consent, or the spouse
acknowledges the right to limit consent to a specific beneficiary, voluntarily
relinquishes such right, and expressly permits such designations without further
spousal consent; (c) the spouse's consent acknowledges the effect of the
election; and (d) the spouse's consent is witnessed by a representative of the
Committee or a notary public. Additionally, a participant's waiver of the
qualified joint and survivor annuity shall not be effective unless the election
also designates a method of payment, as described in Sections 4.1.1through
4.1.4, which may not be changed without spousal consent or the spouse
acknowledges the right to limit consent to a specific method of payment,
voluntarily relinquishes such right, and expressly permits such designation
without further spousal consent. Spousal consent shall not be required if it is
established to the satisfaction of the Committee that there is no spouse or the
spouse cannot be located. If the spouse is legally incompetent to give consent,
the spouse's legal guardian may give consent. If the participant is legally
separated or has been abandoned and has a court order recognizing such
abandonment, spousal consent shall not be required unless a qualified domestic
relations order, as defined in Section 414(p) of the Code, provides otherwise.
The election made by the participant and any required consent by the spouse may
be revoked by the participant in writing without the consent of the spouse at
any time during the applicable election period.
14
A participant's waiver of the qualified joint and survivor annuity shall be
revoked automatically if the participant dies before benefit payments commence.
The number of revocations is not limited. Any new election must comply with the
requirements of this Section 1.34. A former spouse's consent shall not be
binding on a new spouse. The election in effect as of the close of the election
period shall be irrevocable. No consent obtained under this provision shall be
valid unless the participant has received notice as provided in Section 4.3.6.
1.35 "Qualified joint and survivor annuity" means an annuity that
is the actuarial equivalent of a single life annuity (as defined in Section
1.40), providing approximately equal monthly installments payable to the
participant on the first day of each calendar month commencing no later than the
required beginning date (as defined in Section 1.37) and continuing for the life
of the participant with a survivor annuity for the life of the participant's
spouse, if the participant is survived by the spouse to whom he was married on
his retirement date, which is 50 percent of the amount of the annuity payable
during the joint lives of the participant and his spouse (a "joint and 50
percent survivor annuity"), unless the participant elects for the spouse to
receive the same amount payable during their joint lives (a "joint and 100
percent survivor annuity").
1.36 "Qualified preretirement survivor annuity" means an annuity
providing approximately equal monthly installments payable to the surviving
spouse of the participant on the first day of each calendar month and continuing
for the life of such spouse.
1.37 "Required beginning date" means April 1 of the calendar year
following the later of (a) the calendar year in which the participant attains
age 70 1/2, or (b) the calendar year in which the participant retires.
Notwithstanding the foregoing, the required beginning date of a participant who
is a 5 percent owner (as defined in Section 416 of the Code) shall be April 1 of
the calendar year following the calendar year in which the participant attains
age 70 1/2. Distribution of the entire benefit of a participant shall commence
no later than the required beginning date. In the event that, as of the
15
required beginning date, the amount of the payment to commence cannot be
determined or the recipient thereof cannot be located after a reasonable effort
has been made to locate him, payments retroactive to the required beginning date
shall be made within 60 days after the amount has been determined or the
recipient has been located, whichever is applicable.
1.38 "Retire" or "retirement" means retirement within the meaning of
Section 2.1, 2.2, 2.3 or 2.4.
1.39 "Service" means employment by the Participating Employer or an
affiliated employer as an employee.
1.40 "Single life annuity" means an annuity providing approximately
equal monthly installments to the participant on the first day of each calendar
month and continuing for the life of the participant.
1.41 "Social Security retirement age" means the age determined in
accordance with the following table, based on the participant's year of birth:
Year of Birth Social Security Retirement Age
------------- ------------------------------
1937 or earlier 65
1938-1954 66
1955 or later 67
1.42 "Spouse" or "surviving spouse" means the legally married spouse
or surviving spouse of a participant; provided, that a former spouse shall be
treated as the spouse or surviving spouse of the participant to the extent
provided under a qualified domestic relations order described in Section 414(p)
of the Cod e.
1.43 "Statutory compensation" means wages within the meaning of
Section 3401(a) of the Code and all other payments of compensation to an
employee by a Participating Employer (in the course of the Participating
Employer's trade or business) for which the Participating Employer is required
to furnish the employee a written statement under Sections 6041(d), 6051(a)(3)
and 6052 of
16
the Code, other than amounts paid or reimbursed by the Participating Employer
for moving expenses incurred by the employee to the extent that at the time of
the payment it is reasonable to believe that these amounts are deductible by the
employee under Section 217 of the Code. Compensation must be determined for this
purpose without regard to any rules under Section 3401(a) of the Code that limit
the remuneration included in wages based on the nature or location of the
employment or the services performed. For plan years beginning on or after
January 1, 1998, the statutory compensation of an employee shall include any
elective deferral (as defined in Section 402(g)(3) of the Code) and any other
amount which is contributed or deferred by the Participating Employer at the
election of the employee and which is not includible in the gross income of the
employee by reason of Sections 125 or 457 of the Code. For purposes of Section
16 (relating to the special top-heavy provisions), the statutory compensation of
any participant shall be limited to the annual compensation limitation as
described in Section 1.11.
1.44 "Trust agreement" means the agreement between the Company and
the Trustee which is a part of the plan.
1.45 "Trust" or "trust fund" means the trust fund held by the
Trustee under the plan.
1.46 "Trustee" shall mean the entity appointed by the Company to
administer the Trust.
1.47 "Vesting service" means the following:
1.47.1 With respect to service prior to the effective date of the
plan, years of service taken into account for vesting purposes as determined
pursuant to the terms of the predecessor plan.
1.47.2 With respect to service on or after the effective date, 1,000
or more hours of service during a computation period; provided, that the
following provisions shall apply:
17
(i) Except as otherwise provided in subparagraph (ii)
immediately following, if an employee has a break in service,
years of vesting service of such employee prior to such break
shall not be taken into account unless and until he has a year of
vesting service following recommencement of service; and
(ii) Notwithstanding the foregoing, if an employee has a break
in service, all years of vesting service prior to such break
shall be disregarded if: (a) he has no vested interest in his
accrued benefit at the time of such break, and (b) the number of
his consecutive breaks in service equals or exceeds 5. For the
purpose of determining years of vesting service prior to such
break, any years of vesting service previously disregarded under
this subparagraph (ii) shall be excluded.
1.47.3 Years of vesting service shall include any period for which an
employee would have been a leased employee but for the requirement that a
leased employee perform service for the Company, or the Company and related
persons determined in accordance with Section 414(n)(6) of the Code, on a
substantially full-time basis for a period of at least one year.
Section 2 Termination of Service:
--------- ----------------------
2.1 Normal Retirement: As of his normal retirement date, a
participant in service shall be eligible to retire and receive his annual normal
retirement benefit. The annual normal retirement benefit of a retired
participant shall be computed on the basis of a single life annuity with respect
to him equal to the sum of the amounts determined pursuant to Sections 2.1.1 and
2.1.2, as follows:
2.1.1 1 percent of the participant's final average compensation
multiplied by his years of creditable service (not in excess of 35 years);
plus
2.1.2 .5 percent of the participant's final average compensation in
excess of his covered compensation multiplied by his years of creditable
service (not in excess of 35 years).
The following provisions shall apply:
(a) In no event shall the annual normal retirement benefit payable
to a participant under the plan be less than the greatest early retirement
benefit he could have received (computed as a single life annuity) had he
been eligible for and elected early retirement pursuant to the applicable
provisions of Section 2.3.
(b) In no event shall the annual normal retirement benefit of a
participant in this plan who was a participant in the predecessor plan
immediately preceding the effective date be less than his accrued benefit
determined pursuant to the applicable provisions of the predecessor plan
immediately preceding such date.
18
(c) In no event shall the annual normal retirement benefit of a
participant in this plan who was a participant in the Southern National
predecessor plan and was employed by the Company prior to January 1, 1979,
be less than his accrued benefit determined pursuant to the applicable
provisions of the Southern National predecessor plan as of December 31,
1995.
(d) Each Section 401(a)(17) employee's accrued benefit under this
plan shall 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 creditable service taken into
account under the plan for the purposes of benefit accruals;
or
(2) the employee's accrued benefit as of the last
day of the last plan year beginning before January 1, 1994,
frozen in accordance with Section 1.401(a)(4)-13 of the
Treasury Regulations.
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 compensation 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.
(e) See Section 18 and Exhibits C, D, E and F for special rules
that may apply to employees of companies or businesses acquired by the
Company or one of its affiliates.
2.2 Delayed Retirement: If a participant remains in service
following his normal retirement date, his retirement date (his "delayed
retirement date") shall be the first day of the calendar month next following
the date he terminates service for any reason other than death. The delayed
retirement benefit of a participant as of any date after his normal retirement
date shall be the greater of (i) his accrued benefit as of his delayed
retirement date based on his final average compensation and years of creditable
service as of his delayed retirement date, or (ii) his accrued benefit as of his
normal retirement date based on his final average compensation and years of
creditable service as of his normal retirement date, increased actuarially to
his delayed retirement date. Payment of his delayed retirement
19
benefit shall be deferred until the earlier of his delayed retirement date or
his required beginning date, whereupon he shall commence receiving such benefit
determined as of such date. If the participant's required beginning date occurs
prior to his delayed retirement date, his benefit shall be recalculated as of
the last day of each plan year beginning on or after such required beginning
date in order to reflect any additional benefit accrued pursuant to this Section
2.2. Payment of such delayed retirement benefit shall be made pursuant to
Section 4.
2.3 Early Retirement: A participant in service who has both
attained at least age 55 (but not normal retirement age) and completed 10 or
more years of vesting service may retire as of the first day of any calendar
month following written notice of at least 30 days to the Participating Employer
and the Committee (his "early retirement date"). Notwithstanding the foregoing,
the 10 years of vesting service requirement shall not apply to a participant who
was a participant in the BB&T predecessor plan and had attained at least age 55
and completed 5 years of vesting service as of December 31, 1995. The
participant's early retirement benefit shall be payable to him as of his early
retirement date and shall equal his accrued benefit as of such date reduced in
the manner described in Exhibit B attached hereto to reflect the commencement of
payment prior to his normal retirement date. Payment of such early retirement
benefit shall be made pursuant to Section 4.
2.4 Disability Retirement: If a participant in service becomes
disabled within the meaning of Section 1.15 before he is eligible for normal
retirement, he shall continue to accrue benefits under the plan during his
"period of disability," which will commence on the date his disability is
established and end on the earlier of (i) the date he ceases to receive or to be
eligible to receive disability benefits under the BB&T Corporation Disability
Plan; or (ii) his normal retirement date. The date the disabled participant's
period of disability ends shall be referred to herein as his "disability
retirement date." During his period of disability, the disabled participant
shall be credited with hours of service as if he were an active employee
performing services for the Participating Employer and shall be treated
20
as if he had continued to receive the compensation he was receiving during the
last full plan year immediately preceding the plan year in which occurs the
establishment of his disability. If the disabled participant has attained normal
retirement age as of his disability retirement date, he shall be eligible to
retire and receive his accrued benefit determined as of his disability
retirement date. If the disabled participant has not attained normal retirement
age as of his disability retirement date but is eligible for early retirement as
of such date, he may elect to receive as of such date his early retirement
benefit determined in the manner provided in Section 2.3. If the disabled
participant has not attained normal retirement age and is not eligible for early
retirement as of his disability retirement date, he shall be deemed to have
terminated service on his disability retirement date, and the benefit to be paid
to him shall be determined in the manner provided in Section 2.5.
2.5 Termination of Service: If a participant who is not eligible to
retire terminates service, his vested accrued benefit shall be determined as of
the first day of the calendar month coincident with or next following the date
of such termination. Payment of such vested accrued benefit shall commence at
his normal retirement date if he is then living in the same manner as if he were
then in service; provided, that the following provisions shall apply:
2.5.1 If the participant's vested accrued benefit,
determined as of the first day of the calendar month coincident
with or next following his date of termination, is zero, the
participant shall be deemed to have received a distribution of
such vested accrued benefit. His nonvested accrued benefit shall
be treated as a forfeiture for purposes of Section 3.3.
2.5.2 If a participant terminates service and has satisfied
the service requirement but not the age requirement for early
retirement under Section 2.3, he may elect early retirement as of
the first day of any calendar month next following satisfaction
of the age requirement for early retirement as if he were an
active participant electing early retirement as of such date.
2.5.3 If the actuarial equivalent of the vested accrued
benefit of the participant does not exceed $5,000 (or at the time
of any prior distribution in plan years beginning before August
6, 1997 exceeded $3,500 or in plan years beginning after August
5, 1997 exceeded $5,000), such benefit shall be paid to the
participant in cash in a lump sum as soon as practicable
following his termination date. If a distribution is made
pursuant to
21
this Section 2.5.3 to a participant before he attains age
55, the Committee shall advise the participant that an
additional income tax may be imposed in an amount equal to
10 percent of the portion of the amount received which is
includible in his gross income for such taxable year. See
Section 17 for special rules that allow the participant to
have lump sum payments made pursuant to this Section 2.5.3
transferred directly to an eligible retirement plan.
2.6 Special Limitation on Benefits: Notwithstanding any other
provision of the plan, for limitation years beginning on and after January 1,
1987, in no event shall the annual retirement benefit to which a participant is
entitled under the plan (computed as a single life annuity without taking into
account ancillary benefits or the value of a qualified joint and survivor
annuity) exceed the lesser of: (i) $90,000, referred to herein as the "dollar
limitation", or (ii) 100 percent of the participant's average statutory
compensation for the period of 3 consecutive calendar years (or the actual
number of consecutive years of employment with the Company if the participant
was employed by the Company for fewer than 3 consecutive years) which produces
the highest average, referred to herein as the "compensation limitation";
provided, that if a participant was a participant in the plan before January 1,
1987, and his current accrued benefit as of the last day of the plan year ending
in 1986 exceeds the dollar limitation with respect to him (but such current
accrued benefit did not exceed the dollar limitation as in effect with respect
to him on January 1, 1987), the dollar limitation of this Section 2.6 shall
equal such current accrued benefit. For limitation years beginning on and after
January 1, 1988, the amount of the dollar limitation and the amount of the
compensation limitation shall be adjusted in accordance with Treasury
regulations to reflect increases in the cost of living. In applying the
provisions of this Section 2.6, the following provisions shall apply:
2.6.1 If benefits are payable under the plan to a
participant at or after attainment of age 62 but before
attainment of his Social Security retirement age, the dollar
limitation shall be reduced by 5/9 of 1 percent for each of
the first 36 months by which the benefits commence before
the month in which the participant attains Social Security
retirement age, and by 5/12 of 1 percent for each additional
month by which the benefits commence before the month in
which the participant attains Social Security retirement
age. In the event benefits are payable under the plan to a
participant prior to attainment of age 62, the dollar
limitation shall be reduced to the actuarial equivalent
22
of a benefit equal to such dollar limitation payable at age 62,
and further reduced for each month by which benefits commence
before the month in which the participant attains age 62. The
reduced dollar limitation shall be the lesser of the equivalent
amount determined using the plan's early retirement reduction
factors specified in Exhibit B and the equivalent amount computed
using 5 percent and the applicable mortality table described in
Section 1.2. No cost-of-living increase under Section 415(d)(1)
of the Code shall be taken into account before the limitation
year for which such increase first takes effect.
2.6.2 If benefits are payable under the plan to a
participant following attainment of his Social Security
retirement age, the dollar limitation shall be increased to the
actuarial equivalent of a benefit equal to such dollar limitation
payable at such retirement age. For the purpose of determining
actuarially equivalent amounts pursuant to this Section 2.6.2,
the interest rate assumption shall not exceed the lesser of 5
percent or the rate specified in Section 1.2 at the time such
determination is made, and no cost-of-living increase under
Section 415(d)(1) of the Code shall be taken into account before
the limitation year for which such increase first takes effect.
2.6.3 Subject to the provisions of Section 2.6.4, the
limitation on benefits in this Section 2.6 shall not apply with
respect to a participant if the annual retirement benefit of such
participant (determined without regard to the participant's age
when such benefit commences or to the manner in which such
benefit is payable) under this plan and all other defined benefit
plans of the Company is $10,000 or less, and if the Company has
not at any time maintained a defined contribution plan in which
the participant has participated.
2.6.4 If a participant has fewer than 10 years of
participation at the date retirement benefit payments under the
plan commence with respect to him, the dollar limitation shall be
reduced by multiplying such limitation by a fraction the
numerator of which is his number of months of participation and
the denominator of which is 120. If a participant has fewer than
10 years of service at the date retirement benefit payments under
the plan commence with respect to him, the compensation
limitation and the $10,000 limitation shall be reduced by
multiplying the applicable limitation by a fraction the numerator
of which is his number of months of service with the Company and
the denominator of which is 120. For purposes of this Section
2.6.4, "month of participation" or "month of service" means any
month in which the participant completes 83 or more hours of
service.
2.6.5 This Section 2.6.5 shall apply with respect to
limitation years beginning prior to January 1, 2000. If an
individual is at any time a participant in the plan and in a
defined contribution plan of the Company, the sum of the defined
benefit fraction (as defined in this Section 2.6.5) and the
defined contribution fraction (as defined in this Section 2.6.5)
for any limitation year shall not exceed 1.0; provided, that if
the limitations of Section 415 of the Code as in effect for the
last limitation year beginning before January 1, 1987 were not
exceeded for such limitation year, but the limitation of this
Section 2.6.5 would be exceeded for any subsequent year, the
defined contribution fraction computed for the limitation year
beginning before January 1, 1987, shall be
23
permanently adjusted by subtracting from the numerator an amount
equal to the product of (i) and (ii), where (i) is the amount by
which the sum of the defined benefit fraction and the defined
contribution fraction exceed 1.0, and (ii) is the denominator of
the defined contribution fraction, determined as of the day next
preceding the first limitation year beginning after December 31,
1986. For purposes of this Section 2.6.5, the defined benefit
fraction for any limitation year of this plan shall be a fraction
the numerator of which is the projected annual retirement benefit
of the participant under this plan (as determined as of the close
of such limitation year), and the denominator of which is the
lesser of (i) the product of 1.25 and the dollar limitation for
the limitation year, or (ii) the product of 1.4 and the
compensation limitation for the limitation year; provided, that
in the case of an individual who was a participant in the plan
before January 1, 1983, if such participant's current accrued
benefit as of December 31, 1982 exceeds the dollar limitation,
the denominator of the defined benefit fraction shall be the
product of 1.25 and the amount of such participant's current
accrued benefit as of December 31, 1982. The defined contribution
fraction for any limitation year of a defined contribution plan
shall be a fraction the numerator of which is the sum of the
annual additions to the participant's account (or accounts)
through the close of such limitation year, and the denominator of
which is the sum of the lesser of (A) or (B) for such limitation
year and for each prior limitation year during which the
participant was an employee of the Company (regardless of whether
a plan was in existence during those years), where (A) is the
product of 1.25 and the dollar limitation in effect for defined
contribution plans for such limitation year (referred to herein
as the "defined contribution dollar limitation") and (B) is the
product of 1.4 and 25 percent of the participant's statutory
compensation for such limitation year (referred to herein as the
"defined contribution compensation limitation"); provided, that
the plan administrator may elect for the denominator of the
defined contribution fraction for all limitation years ending
before January 1, 1983 to be the product of the denominator of
the defined contribution fraction computed as of the limitation
year ending in 1982 and the transition fraction. The transition
fraction is a fraction the numerator of which is the lesser of
(I) $51,875, or (II) the product of 1.4 and the defined
contribution compensation limitation for the limitation year
ending in 1981, and the denominator of which is the lesser of (a)
$41,500, or (b) the defined contribution compensation limitation
for the limitation year ending in 1981. If the limitation of this
Section 2.6.5 would be exceeded for any limitation year, the
reduction necessary to comply with the limitation shall be made
in the numerator of the defined benefit fraction.
2.6.6 For the purpose of applying the rules of this Section
2.6, the following provisions shall apply: (a) the "limitation
year" shall be the plan year; (b) all defined benefit plans of
the Company shall be considered as a single plan, and all defined
contribution plans of the Company shall be considered as a single
plan; (c) "projected annual benefit" means the annual normal
retirement benefit payable in the form of a single life annuity
(with no ancillary benefits) to which a participant would be
entitled under the terms of the plan if the following factors are
assumed: (i) the participant will continue employment with the
Company until he reaches Social Security retirement age (or until
his then current age, if he has previously reached Social
Security retirement age); (ii) the participant's statutory
compensation for the limitation year will remain the same until
the date the participant attains Social Security retirement age;
(iii) all other
24
relevant factors used to determine benefits under the defined
benefit plan for the limitation year will remain constant for all
future limitation years; (d) "current accrued benefit" means the
accrued benefit of a participant as of the last day of the plan
year computed as a single life annuity (with no ancillary
benefits); provided, that in computing a participant's current
accrued benefit as of the last day of the plan year ending in
1982, no amendments to the plan adopted after July 1, 1982, which
would affect such benefit and no cost-of-living adjustments
occurring after July 1, 1982, shall be taken into account;
further provided, that in computing a participant's current
accrued benefit as of the last day of the plan year ending in
1986, no amendment to the plan adopted after May 5, 1986 which
would affect such benefit and no cost-of-living adjustments
occurring after May 5, 1986 shall be taken into account; (e) the
"annual addition" with respect to any limitation year of any
defined contribution plan beginning on or after January 1, 1987,
means the sum of the following items allocated on behalf of a
participant to his account (or accounts) under such defined
contribution plan: (i) Company contributions; (ii) all
forfeitures; and (iii) the participant's nondeductible employee
contributions (nondeductible employee contributions shall be
considered made with respect to a particular plan year if such
contributions actually are made by the participant during such
plan year or within 30 days after the close of such plan year);
(iv) amounts allocated after March 31, 1984 to an individual
medical account, as defined in Section 415(l) of the Code, which
is part of a defined benefit plan maintained by the Company; (v)
amounts derived from contributions paid or accrued after December
31, 1985, in taxable years ending after such date, which are
attributable to post-retirement medical benefits allocated to the
separate account of a key employee, as defined in Section 419A(d)
of the Code, under a welfare benefit fund, as defined in Section
419(e) of the Code, maintained by the Company; provided, that the
following are not "annual additions": (1) transfers of funds from
one qualified plan to another; (2) rollover contributions (as
defined in Sections 402(a)(5), 403(a)(4) and 408(d)(3) of the
Code); (3) repayments of loans made to a participant from the
plan; (4) repayments of distributions received by an employee
pursuant to Section 411(a)(7)(B) of the Code; (5) repayments of
distributions received by an employee pursuant to Section
411(a)(3)(D) of the Code (mandatory contributions); (6) employee
contributions to a simplified employee pension allowed as a
deduction under Section 219(a) of the Code; and (7) deductible
employee contributions to a qualified plan; (f) "defined
contribution plan" means a plan which provides for an individual
account for each participant and for benefits based solely on the
amount contributed to the participant's account and any income,
expenses, gains and losses, and any forfeitures of accounts of
other participants that may be allocated to such participant's
account; and "defined benefit plan" means any plan, including
this plan, which is not a defined contribution plan; provided,
that only plans described in Section 415(k)(1) of the Code shall
be included within the definition of a defined contribution plan
or a defined benefit plan, as the case may be; and (g) any
affiliated employer shall be considered to be the Company;
provided, that for purposes of this Section 2.6, determination of
the members of a controlled group or employers under common
control pursuant to Sections 414(b) and (c) of the Code shall be
made by substituting the phrase "more than 50 percent" for the
phrase "at least 80 percent" each place it appears in Section
1563(a)(1) of the Code.
25
2.6.7 Notwithstanding the provisions of this Section 2.6, the
following special provisions shall apply:
(i) Except as provided in subparagraph (ii) of this
Section 2.6.7, for purposes of adjusting any benefit payable
in any form other than a single life annuity, the interest
rate assumption shall be either five percent (5%) or the
rate described in Section 1.2, whichever produces the
greatest single life annuity;
(ii) For purposes of adjusting any benefit or any
form of benefit subject to Section 417(e) of the Code, the
applicable interest rate described in Section 1.2 shall be
substituted for five percent (5%) in subparagraph (i) of
this Section 2.6.7; and
(iii) For purposes of adjusting any benefit or
limitation pursuant to this Section 2.6, the mortality table
used shall be the applicable mortality table described in
Section 1.2.
Section 3. Vesting:
--------- -------
3.1 Full Vesting: The accrued benefit of each participant who
completes an hour of service in a plan year beginning after December 31, 1999,
shall be fully vested (subject to forfeiture only upon death, and then only to
the extent provided herein) on the first to occur of:
3.1.1 Completion of his first hour of service on or after attainment
of normal retirement age; or
3.1.2 Completion of 5 or more years of vesting service.
See Section 10 for provisions regarding vesting on termination of the plan. See
Section 18 and Exhibits C, D, E and F for special provisions that may apply to
employees of companies or businesses acquired by the Company or one of its
affiliates. If a participant whose accrued benefit is vested in him terminates
service, such vested accrued benefit shall be payable to him as provided in
Section 2.5.
3.2 Vesting Service: For the purposes of Section 3.1.2, all years
of vesting service of an employee shall be taken into account.
3.3 Forfeitures: If a participant who is not vested in his accrued
benefit (i) has 5 consecutive breaks in service; (ii) dies; or (iii) terminates
service and is deemed to receive a distribution
26
pursuant to Section 2.5.1, he shall forfeit his accrued benefit. Such forfeited
accrued benefit shall be used to reduce the cost of the plan to the
Participating Employer consistent with the actuarial methods then being used in
determining accrued liabilities under the plan. If a participant forfeits his
accrued benefit under subparagraph (iii), such forfeited accrued benefit shall
be restored if the participant reenters service before he incurs his 5th
consecutive break in service.
3.4 Predecessor Plan: In no event may the vested percentage of the
accrued benefit of a participant under this plan who was a participant in the
predecessor plan immediately prior to the effective date of this plan be less
than the vested percentage of his accrued benefit under the applicable
provisions of the predecessor plan had the predecessor plan continued in effect
through the date such vested percentage is determined.
3.5 Change in Vesting Schedule: If an amendment to the plan
directly or indirectly affects determination of a participant's vested
percentage, or the plan is deemed amended by an automatic change to or from the
top-heavy vesting schedule in Section 16.2.2, each participant in service with
at least 3 years of vesting service may irrevocably elect to have his vested
percentage determined without regard to such amendment. Such participant may
make such election during the period beginning on the date such amendment is
adopted and ending on the date that is 60 days after the latest of the date (i)
such amendment is adopted; (ii) such amendment is effective; or (iii) the
Committee advises the participant in writing of such amendment.
27
Section 4. Payment of Benefits:
--------- -------------------
4.1 Payment of Retirement Benefits Other Than Disability Benefits:
On retirement, the vested accrued benefit of a participant under the plan,
determined pursuant to the applicable provisions of Sections 2 and 3 (his
"vested retirement benefit"), shall be payable in accordance with the provisions
of this Section 4.1. The vested retirement benefit of a participant who has a
spouse on the annuity starting date shall be paid in the form of a qualified
joint and survivor annuity. The vested retirement benefit of a participant who
does not have a spouse on the annuity starting date shall be paid in the form of
a single life annuity. Notwithstanding the foregoing, a participant may file a
qualified election during the election period for his vested retirement benefit
to be paid under one of the following methods applicable to him, each of which
shall be the actuarial equivalent of the participant's vested retirement
benefit:
4.1.1 Single life annuity: Approximately equal monthly
installments to the participant on the first day of each calendar
month for as long as he lives.
4.1.2 Ten-year certain and life annuity: Approximately
equal monthly installments to the participant, on the first day
of each calendar month for 120 months certain and thereafter on
the first day of each calendar month for as long as he lives, and
providing that, if the participant dies before the expiration of
the 120 months certain, payment of the monthly amount shall be
made to the participant's beneficiary for the remainder of the
120 months certain. No benefit shall be payable to a beneficiary
following the expiration of the 120 months certain.
4.1.3 Joint and survivor annuity: Approximately equal
monthly installments to the participant, on the first day of each
calendar month for as long as he lives with a survivor annuity
for the life of the participant's beneficiary which is either 50
percent or 100 percent, as elected by the participant, of the
amount of the annuity payable during the joint lives of the
participant and his beneficiary.
4.1.4 Level income: If the participant retires prior to the
date on which he may receive Social Security benefits, an annuity
payable to him in monthly installments on the first day of each
calendar month for as long as he lives, adjusted to provide level
income when aggregated with monthly social security benefits to
which he is entitled; that is, the monthly amount payable to him
under the plan prior to the date on which he may receive Social
Security benefits equals as nearly as practicable the sum of the
monthly amounts payable to him from the plan following such date
and the primary insurance amount payable to him under the Federal
Social Security Act in effect on the
28
date benefits become payable to him from the plan (whether or not
he actually receives such Social Security benefits).
4.2 Payment of Death Benefits: On the death of any vested
participant, whether or not such participant is in service at the time of death,
his surviving spouse, if any, or beneficiary shall be entitled to receive the
applicable death benefit, as follows:
4.2.1 Death prior to annuity starting date: On the death of any
vested participant with respect to whom benefit payments have not commenced
under the plan, a death benefit shall be payable, as follows:
(i) If the participant's beneficiary is his
surviving spouse, his surviving spouse shall be entitled to
receive the minimum death benefit payable in the form of a
qualified preretirement survivor annuity commencing as of
the first day of the calendar month following the later of
the participant's death or earliest retirement age.
(ii) If the participant's beneficiary is not his
surviving spouse, his beneficiary shall be entitled to
receive a death benefit determined in accordance with the
provisions of this subparagraph (ii). If the participant
dies on or before his earliest retirement age, his
beneficiary shall be entitled to receive the benefit that
would be payable to him had the participant terminated
service at the earlier of his date of death or actual date
of termination of service, survived to his earliest
retirement age, retired with an immediate 50% joint and
survivor annuity at his earliest retirement age, and died on
the day thereafter. If the participant dies after his
earliest retirement age, his beneficiary shall be entitled
to receive the benefit that would be payable to him had the
participant retired with an immediate 50% joint and survivor
annuity on the day before his death. In either situation, if
a participant elects a 100% joint and survivor annuity
before his death, the amount of payments provided under this
Section 4.2.1 shall be determined in accordance with such
election. Except as otherwise provided herein, the death
benefit shall be payable to the beneficiary as a single life
annuity commencing as of the first day of the calendar month
following the later of the participant's death or earliest
retirement age. In the event the actual age of the
participant's beneficiary cannot be obtained, or if the
beneficiary is not a natural person, it shall be assumed for
purposes of calculating the death benefit payable pursuant
to this subparagraph (ii) that the beneficiary is the same
age as the participant. If the participant designates more
than one beneficiary, the death benefit payable pursuant to
this subparagraph (ii) shall be calculated assuming a single
beneficiary with an age equal to the average of the ages of
all beneficiaries. The lump sum value of the death benefit
shall be allocated equally among all beneficiaries and each
beneficiary may elect
29
to have his share of the death benefit payable in a single
lump sum payment in lieu of a single life annuity.
Notwithstanding the foregoing, the participant's spouse or
beneficiary, as the case may be, may elect to receive the present
value of the death benefit payable pursuant to this Section 4.2.1
in a single lump sum payment.
4.2.2 Death on or after annuity starting date: On the death
of a participant on or after the annuity starting date, payments
shall continue following his death only if his retirement benefit
was payable under an option providing for such payments and only
in accordance with such option.
4.3 Requirements for Retirement and Death Benefits: The following
provisions shall apply for purposes of this Section 4:
4.3.1 Distribution and spousal benefit requirements: All
distributions required under this Section 4 shall be determined
and made in accordance with Section 401(a)(9) of the Code,
including the minimum distribution incidental benefit requirement
of Treasury Regulations Section 1.401(a)(9)-2. The spousal
benefit requirements of this Section 4 shall be construed and
enforced according to the requirements of Sections 401(a)(11) and
417 of the Code and Section 205 of ERISA.
4.3.2 Limits on distribution periods: Distributions shall
be made over a period not exceeding: (i) the joint lives of the
participant and his spouse or, if he has no spouse, the life of
the participant, or (ii) a period certain not extending beyond
the joint life expectancies of the participant and his spouse,
or, if he has no spouse, the life expectancy of the participant.
Life expectancies shall be computed by the use of the expected
return multiples in Tables V and VI of Treasury Regulations
Section 1.72-9. The life expectancy of the participant, and
spouse if applicable, shall be recalculated annually, unless the
participant elects otherwise.
4.3.3 Purchase of insurance: The Committee in its
discretion may direct the Trustee to purchase from a legal
reserve life insurance company an immediate, noncashable,
nontransferable annuity contract providing for the retirement
benefit of a participant. Assignment and delivery of such annuity
contract to the participant shall be in complete satisfaction of
all liabilities of the plan to the participant and all persons
claiming through him to the extent of the benefit provided by
such contract. Any annuity contract purchased by the plan and
distributed to or owned by the participant must comply with the
requirements of Sections 401(a) and 402 of the Code as if the
benefit was paid directly from the trust.
4.3.4 Immediate payment: Notwithstanding the provisions of
this Section 4, if, as of the date that payment of the retirement
or death benefit of a participant is to commence, the actuarial
equivalent of the participant's vested accrued benefit does not
exceed $5,000 (or at the time of any prior distribution in plan
years beginning before August 6, 1997 exceeded $3,500, or in plan
years beginning after August 5, 1997
30
exceeded $5,000), such amount shall be paid in cash in a lump sum
on or before the annuity starting date.
4.3.5 Changes in Social Security benefits: Benefits being
paid to a participant or beneficiary may not be decreased by
reason of any post-separation Social Security benefit increase or
any increase in the Social Security wage base under Title II of
the Federal Social Security Act. The vested retirement benefit of
a participant may not be decreased by reason of an increase in a
benefit level or wage base under the Federal Social Security Act.
4.3.6 Notice requirements:
(i) In the case of benefits payable pursuant
to Section 4.1, no more than 90 days before his
annuity starting date, the plan administrator shall
provide a participant, whether or not such participant
is in service, a written notice in nontechnical terms
advising him that the normal method of payment of his
benefit is a qualified joint and survivor annuity or
single life annuity, whichever is applicable. The
notice shall set forth: (a) the terms and conditions
of the applicable annuity; (b) the participant's right
to make, and the effect of, a qualified election to
waive the qualified joint and survivor annuity; (c)
the right of the participant's spouse not to consent
to any election to waive the qualified joint and
survivor annuity; (d) the participant's right to
revoke a previous election, and the effect of such
revocation; and (e) the participant's right to elect
an optional method of payment pursuant to a qualified
election and the relative values of each of the
applicable optional methods of payment described in
Sections 4.1.1 through 4.1.4.
(ii) In the case of death benefits payable
pursuant to Section 4.2, during the applicable period
(as defined in this Section 4.3.6), the plan
administrator shall provide each participant, whether
or not such participant is in service, a written
notice in nontechnical terms explaining the death
benefit payable under the plan. The statement shall
set forth: (a) the terms and conditions of the death
benefits payable under the plan; (b) the participant's
right to make, and the effect of, a qualified election
to waive the qualified preretirement survivor annuity;
(c) the right of the participant's spouse not to
consent to any election to waive the qualified
preretirement survivor annuity, (d) the right of the
participant to revoke a previous election and the
effect of such revocation; and (e) the participant's
right to designate an alternate beneficiary pursuant
to Section 4.2.1. For purposes of this Section 4.3.6,
the "applicable period" means the last to end of the
following periods: (a) the period beginning with the
first day of the plan year in which the participant
attains age 32 and ending with the close of the plan
year in which the participant attains age 35; (b) the
2-year period beginning one
31
year before the individual becomes a participant and
ending one year after such date; or (c) the 2-year
period beginning one year before this Section 4.3.6
first applies to the participant and ending one year
after such date. In the case of a participant who
separates from service before the plan year in which he
attains age 35, such period shall be the 2-year period
beginning one year before separation and ending one
year after separation.
4.3.7 Obligation for commencement of payments: Payment of a
participant's vested accrued benefit shall commence within 60 days
following the later of the close of the plan year in which the
participant: (i) attains normal retirement age, or (ii) retires or
otherwise terminates service. If within such 60-day period, the amount
of the payment to commence cannot be determined or the recipient
thereof cannot be located after a reasonable effort has been made to
locate him, payments retroactive to the close of such 60-day period
shall be made within 60 days after the amount has been determined or
the recipient located, whichever is applicable.
4.3.8 Payments under predecessor plan: Notwithstanding any
other provision hereof, if a participant in the predecessor plan is
receiving benefits or terminated service and was then eligible to
receive benefits under the predecessor plan, the amount of the benefit
payable to such participant, and the manner and time for payment
thereof, shall be determined under the provisions of the predecessor
plan. If a participant in the predecessor plan terminated service
prior to the effective date of the plan and is entitled to a deferred
benefit commencing on or after such effective date, the amount of the
benefit payable to such participant shall be determined under the
provisions of the predecessor plan, and the manner and time for
payment thereof, including the amount of any reduction in such benefit
due to the commencement of payment prior to his normal retirement age,
shall be determined under the provisions of this plan.
4.3.9 Directions: The Committee shall notify the Trustee of a
participant's retirement or death and shall direct the Trustee to make
a distribution to the person or persons entitled thereto from the
trust at such time and in such manner as required by the provisions of
Section 4.
4.3.10 Waiver of waiting period: The distribution of a
participant's vested accrued benefit may commence less than 30 days
after the date the notice required by Section 4.3.6 is provided to the
participant, provided that:
(i) The plan administrator clearly informs the
participant that the participant has a right to at
least 30 days to consider whether to waive the normal
form of payment under the plan and to elect an optional
method of payment;
(ii) The participant, after receiving the
notice, makes a qualified election; and
(iii) The distribution to the participant
pursuant to his qualified election commences more than
7 days after the notice is provided to him.
32
4.3.11 Reemployment: Notwithstanding the provisions of this
Section 4, if a participant who commences receiving payment of his
vested accrued benefit under the plan reenters service prior to his
normal retirement date, his benefit payments shall cease if on the
date he reenters service he is regularly scheduled to work 1,000 or
more hours of service during the next succeeding 12 calendar months.
If a participant who commences receiving payment of his vested accrued
benefit under the plan reenters service and is not regularly scheduled
to work 1,000 or more hours of service during the next succeeding 12
calendar months or if he reenters service after his normal retirement
date, his benefit payments shall continue during the period he is in
service, but shall be adjusted as of the last day of each plan year to
reflect any additional benefits accrued while in service. If a
participant's benefit payments cease while he is in service, his
vested accrued benefit on his subsequent retirement, death or other
termination of service, shall be determined taking into account all of
his years of creditable service and compensation, but shall be reduced
by the actuarial equivalent of the benefit payments that he previously
received under the plan. If a participant terminates service and
receives all of his vested benefit under the plan, or the actuarial
equivalent thereof, and later reenters service, his years of
creditable service and compensation prior to his termination of
service shall be included for purposes of determining his accrued
benefit on his subsequent retirement, death or other termination of
service, but his accrued benefit shall be reduced by the actuarial
equivalent of the benefit payment or payments he previously received
under the plan. No duplication of benefits shall occur with respect to
any period of service completed by a participant.
4.3.12 Direct rollovers: If a participant or his surviving
spouse becomes entitled to receive a lump sum distribution or other
eligible rollover distribution (as defined in Section 17.1.1) pursuant
to the provisions of this Section 4, see Section 17 for special rules
that allow the participant or his surviving spouse, as the case may
be, to elect to have such distribution transferred directly by the
Trustee to the Trustee or custodian of an eligible retirement plan (as
defined in Section 17.1.2).
4.3.13 Special provisions: See Section 18 and Exhibits C, D, E
and F for special rules that may apply to employees of companies or
businesses acquired by the Company or one of its affiliates.
33
Section 5. Contributions:
--------- -------------
Contributions to the plan to defray the actuarial cost of benefits under
the plan shall be made by the Participating Employer at such times and in such
amounts as the Board determines, but in a manner consistent with ERISA and the
Code, based on the financial needs of the plan as determined pursuant to Section
6.10. All contributions to the plan shall be conditioned on qualification of the
plan under Section 401(a) of the Code and on their deductibility for federal
income tax purposes under Section 404 of the Code. No contribution from any
participant shall be required or permitted.
Section 6. Administration by Committee:
--------- ---------------------------
6.1 Membership of Committee: The Committee shall consist of not less than
3 individuals appointed by the Board to serve at the pleasure of the Board. Any
member of the Committee may resign, and his successor, if any, shall be
appointed by the Board. The Committee shall be responsible for the general
administration and interpretation of the plan and for carrying out its
provisions except to the extent all or any of such obligations specifically are
imposed on the Trustee or the Board. The Chairman of the Committee shall be the
plan administrator and agent for service of legal process on the plan.
6.2 Committee Officers; Subcommittee: The members of the Committee shall
elect from its membership a chairman and may elect an acting chairman. They
shall also elect a secretary and may elect an acting secretary, either of whom
may be but need not be a member of the Committee. The Committee may appoint from
its membership such subcommittees with such powers as the Committee determines
and may authorize one or more of its members or any agent to execute or deliver
any instrument or make any payment on behalf of the Committee.
6.3 Committee Meetings: The Committee shall hold such meetings upon such
notice and at such places and intervals as it from time to time may determine.
Notice of meetings shall
34
not be required if notice is waived in writing by all members of the Committee
at the time in office, or if all such members are present at the meeting.
6.4 Transaction of Business: A majority of the members of the Committee at
the time in office shall constitute a quorum for the transaction of business.
All resolutions or other actions taken by the Committee at any meeting will be
by vote of a majority of those present and entitled to vote at any such meeting.
Resolutions may be adopted or other action taken without a meeting upon written
consent thereto signed by all members of the Committee.
6.5 Committee Records: The Committee shall maintain full and complete
records of its deliberations and decisions. The minutes of its proceedings shall
be conclusive proof of the facts of the operation of the plan. The records of
the Committee shall contain all relevant data pertaining to individual
participants and their rights under the plan and in the trust fund.
6.6 Establishment of Rules: Subject to the limitations of the plan and
ERISA, the Committee from time to time may establish rules or bylaws for
administration of the plan and transaction of its business.
6.7 Conflicts of Interest: No individual member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself or
any of his rights or benefits under the plan (except that such member may sign
unanimous written consent to resolutions adopted or other action taken without a
meeting), except for elections pursuant to Sections 2, 3 and 4 hereof.
6.8 Correction of Errors: The Committee may correct errors and, so far as
practicable, adjust any benefit, credit or payment accordingly. The Committee in
its discretion may waive any notice requirement in the plan; provided, that a
waiver of a requirement to notify the Trustee may only be made with the consent
of the Trustee. A waiver of notice in one case shall not be deemed a waiver of
notice in any other case. Any power or authority that the Committee has
discretion to exercise under the plan shall be exercised in a nondiscriminatory
manner.
35
6.9 Authority to Interpret Plan: Subject to objective plan terms and the
claims procedure set forth in Section 13, the Committee and the plan
administrator shall have the duty and discretionary authority to interpret and
construe the provisions of the plan and decide any dispute that may arise
regarding the rights of participants hereunder, including the discretionary
authority to make determinations as to eligibility for participation and
benefits under the plan. Determinations by the Committee and the plan
administrator shall apply uniformly to all persons similarly situated and shall
be binding and conclusive on all interested persons. Such determinations shall
only be set aside if the Committee and the plan administrator are found to have
acted arbitrarily and capriciously in interpreting and construing the provisions
of the plan.
6.10 Third Party Advisors: The Committee may engage an actuary, attorney,
accountant or any other technical adviser on matters regarding the operation of
the plan and to perform such other duties as may be required in connection
therewith and may employ such clerical and related personnel as it deems
requisite or desirable in carrying out the provisions of the plan. From time to
time, but no less frequently than annually and with the advice of an actuary,
the Committee shall review the financial condition of the plan and determine the
financial and liquidity needs of the plan as required by ERISA. The Committee
shall communicate such financial needs to the Company and Trustee so that the
funding policy and investment policy may be coordinated appropriately to meet
such needs.
6.11 Compensation of Members: No member of the Committee shall receive any
fee or compensation for his services as such.
6.12 Committee Expenses: The Committee shall be entitled to reimbursement
out of the trust fund for its reasonable expenses properly and actually incurred
in the performance of its duties in the administration of the plan; provided,
that the Company, in the discretion of the Board, may pay such expenses.
36
6.13 Indemnification of Committee: To the maximum extent
permitted by ERISA, no member of the Committee shall be personally liable by
reason of any contract or other instrument executed by him or on his behalf as a
member of the Committee or for any mistake of judgment made in good faith. The
Company shall indemnify and hold harmless, directly from its own assets
(including the proceeds of any insurance policy the premiums for which are paid
from the Company's assets), each member of the Committee and each other officer,
employee or director of the Company to whom any duty or power relating to the
administration or interpretation of the plan may be delegated or allocated
against any unreimbursed or uninsured cost or expense (including any sum paid in
settlement of a claim with the prior written approval of the Board) arising out
of any act or omission to act in connection with the plan unless arising out of
such person's own fraud, bad faith, willful misconduct or gross negligence.
Section 7. Management of Funds and Amendment of Plan:
-----------------------------------------
37
7.1 Fiduciary Duties: All assets of the plan shall be held in a
trust forming part of the plan, which shall be administered as a trust fund to
provide payment of benefits as provided in the plan to participants or their
successors in interest out of the income and principal of the trust. All
fiduciaries (as defined in ERISA) with respect to the plan shall discharge their
duties as such solely in the interest of the participants and their successors
in interest and (i) for the exclusive purposes of providing benefits to
participants and their successors in interest and defraying reasonable expenses
of administering the plan, including the trust, (ii) with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
person acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of like character and with like aims, and (iii) in
accordance with the plan and trust agreement, except to the extent such
documents may be inconsistent with the then applicable federal laws relating to
fiduciary responsibility. The trust fund shall be used for the exclusive benefit
of the participants and their beneficiaries and to pay administrative expenses
of the plan and trust to the extent not paid by the Participating Employers. No
portion of the trust fund ever shall revert or inure to the benefit of the
Participating Employers or any affiliated employers (except as otherwise
provided in Sections 7.1 and 10.1). Notwithstanding the foregoing, the following
provisions shall apply:
7.1.1 If the plan receives an adverse determination with respect
to the qualification of the plan under Section 401(a) of the Code, upon
written request of the Company, the Trustee shall return to the Company
the amount of such contribution (increased by earnings attributable
thereto and reduced by losses attributable thereto) within one calendar
year after the date that qualification of the plan is denied; provided,
that the application for the determination must be made by the time
prescribed by law for filing the Company's federal income tax return
for the taxable year in which the plan is adopted or such later date as
the Secretary of the Treasury may prescribe.
7.1.2 All contributions to the plan are conditioned upon their
deductibility under Section 404 of the Code, and to the extent the
deduction is disallowed, upon written request of the Company the
Trustee shall return the disallowed contribution (reduced by losses
attributable thereto, but not increased by earnings attributable
thereto) to the Company within one year after the date the deduction is
disallowed.
38
7.1.3 If a contribution or any portion thereof is made by the
Participating Employer by mistake of fact, upon written request of the
Company, the Trustee shall return the contribution or such portion
(reduced by losses attributable thereto, but not increased by earnings
attributable thereto) to such Participating Employer within one year
after the date of payment to the Trustee.
7.2 Authority to Amend: The Board, acting on behalf of the
Participating Employers, shall have the right at any time and from time to time
to amend or terminate the plan and the trust agreement; provided, that (i)
except as provided in Sections 7.1 and 10.1, no such amendment or termination
may divert the trust funds to purposes other than the exclusive benefit of the
participants; and (ii) no such amendment that alters the duties,
responsibilities or liabilities of the Trustee may be made unless the Trustee
consents thereto in writing. No amendment to the plan shall decrease a
participant's accrued benefit as of the date of such amendment, except to the
extent permitted by Section 412(c)(8) of the Code. A plan amendment that has the
effect of decreasing a participant's accrued benefit or eliminating an optional
form of distribution shall be treated as reducing an accrued benefit.
Notwithstanding the foregoing, and until otherwise decided by the Board, the
officer of the Company specifically designated in resolutions adopted by the
Board shall have the authority to amend the plan to (i) comply with changes in
laws or government rules or regulations applicable to the plan; (ii) maintain
the tax-qualified status of the plan; (iii) provide for the merger or
consolidation of another plan into this plan, or the transfer of the assets or
liabilities of another plan to this plan, and, in connection therewith to comply
with the provisions of the Treasury Regulations under Section 411(d)(6) of the
Code; and (iv) revise the Exhibits attached hereto. See Section 10 for
provisions regarding termination of the plan.
7.3 Trust Agreement: The Company, on behalf of each
Participating Employer, and the Trustee shall enter into an appropriate trust
agreement for the administration of the trust under the plan. The trust
agreement shall contain such powers and reservations as to investment,
reinvestment, control and disbursement of the funds of the trust, and such other
provisions not inconsistent with the
39
provisions of the plan and its nature and purposes, as shall be agreed upon and
set forth therein. The trust agreement shall provide that the Board may remove
the Trustee at any time upon reasonable notice, the Trustee may resign at any
time upon reasonable notice, and on such removal or resignation of the Trustee,
the Board shall designate a successor trustee.
7.4 Requirements of Writing: All requests, directions, requisitions and
instructions of the Committee to the Trustee shall be in writing and signed by
such person or persons as are designated by the Committee.
Section 8. Allocation of Responsibilities Among Named Fiduciaries:
------------------------------------------------------
8.1 Duties of Named Fiduciaries: The named fiduciaries with respect to
the plan and the fiduciary duties and other responsibilities allocated to each,
which shall be carried out in accordance with the other applicable terms and
provisions of the plan, shall be as follows:
8.1.1 Board:
(i) To appoint and remove members of the Committee; and
(ii) To appoint and remove trustees under the plan.
8.1.2 Committee:
(i) To interpret the provisions of the plan and determine the
rights of participants under the plan, except to the extent otherwise
provided in Section 13 relating to claims procedure;
(ii) To administer the plan in accordance with its terms, except
to the extent powers to administer the plan specifically are delegated to
another named fiduciary or other person or persons as provided in the plan;
(iii) To account for the accrued benefits of participants; and
(iv) To direct the Trustee in the distribution of trust assets.
8.1.3 Plan Administrator:
(i) To file such reports as may be required with the United
States Department of Labor, the Internal Revenue Service and any other
40
government agency to which reports may be required to be submitted
from time to time;
(ii) To comply with requirements of the law for disclosure of
plan provisions and other information relating to the plan to
participants and other interested parties; and
(iii) To administer the claims procedure to the extent provided
in Section 13.
8.1.4 Trustee:
(i) To invest and reinvest trust assets subject to directions
of the investment manager, if any, appointed pursuant to the
provisions of the trust agreement;
(ii) To make distributions to plan participants as directed by
the Committee;
(iii) To render annual accountings to the Company as provided in
the trust agreement; and
(iv) Otherwise to hold, administer and control the assets of
the trust as provided in the plan and trust agreement.
8.1.5 Investment Manager: In the event the Company appoints an
investment manager to manage assets of the trust under the plan (including
the power to acquire and dispose of assets) the duties of the investment
manager shall be to manage, acquire and dispose of assets of the trust, or
to direct the Trustee in the management, acquisition and disposition of
assets of the trust.
8.2 Co-fiduciary Liability: Except as otherwise provided in ERISA, a
named fiduciary shall not be responsible or liable for an act or omission of
another named fiduciary with respect to fiduciary responsibilities allocated to
such other named fiduciary. A named fiduciary of the plan shall be responsible
and liable only for its own acts or omissions with respect to fiduciary duties
specifically allocated to it and designated as its responsibility.
Section 9. Benefits Not Assignable:
--------- -----------------------
41
9.1 Benefits Not Assignable: No portion of the accrued benefit of any
participant shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance or charge. Any attempt so to
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the
same shall be void. No portion of such accrued benefit shall be payable in any
manner to any assignee, receiver or trustee, liable for the participant's debts,
contracts, liabilities, engagements or torts, or be subject to any legal process
to levy upon or attach. Notwithstanding the foregoing provisions of this Section
9 or any other provisions of the plan, (i) the vested accrued benefit of any
participant shall be subject to and payable in accordance with the applicable
requirements of any qualified domestic relations order, as defined in Section
414(p) of the Code, and the plan administrator shall direct the Trustee to
provide for payment of a participant's vested accrued benefit in accordance with
such order and with the provisions of Section 414(p) of the Code and any
Treasury Regulations promulgated thereunder; and (ii) an offset to a
participant's accrued benefit against an amount that the participant is ordered
or required to pay the plan with respect to a judgment, order, or decree issued,
or a settlement entered into, on or after August 5, 1997, shall be permitted in
accordance with Code Sections 401(a)(13)(C) and (D).
9.2 Payments to Minors and Others: If any individual entitled to
receive a payment under the plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the plan
administrator, upon the receipt of satisfactory evidence of his incapacity and
satisfactory evidence that another person or institution is maintaining him and
that no guardian or committee has been appointed for him, may cause the payment
otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution shall be in full satisfaction of all
claims by or through the participant to the extent of the amount thereof.
Section 10. Termination of Plan:
---------- -------------------
42
10.1 Complete Termination: In the event of a complete termination of the
plan, no additional employees shall enter the plan. The right of each
participant to his accrued benefit as of the date of termination, to the extent
then funded, shall become fully vested (that is, nonforfeitable). In determining
the extent to which the accrued benefit of each participant is funded, the
assets of the plan, after deducting expenses for administration and liquidation
of the plan, shall be allocated to the participants as provided in Section 4044
of ERISA, subject to such adjustments as may be required by the Internal Revenue
Service to avoid discrimination in favor of highly compensated employees. The
assets of the plan so allocated shall be distributed to the participants in such
manner as the Board determines, subject to the applicable distribution
requirements of ERISA and the Code. If assets remain in the trust after all
liabilities to participants and their beneficiaries are satisfied, such
remaining assets shall be distributed to the Company unless otherwise prohibited
by law.
10.2 Partial Termination: In the event of a partial termination of the
plan, the provisions of Section 10.1 regarding a complete termination shall
apply in determining interests and rights of the participants and their
beneficiaries with respect to whom the partial termination occurs to the portion
of the trust fund allocable to such participants and beneficiaries. Unless and
to the extent the Board otherwise determines, the vested amount to which each
participant is entitled shall be retained in the trust until the earlier of his
normal retirement date or death, whereupon such amount shall be distributed to
him (or to his beneficiary) as if he had continued to be a participant until his
normal retirement date or death.
10.3 Liability: Notwithstanding any other provision of the plan, the
Company shall have no liability or responsibility to any participant, or other
person claiming under or through him, on account of or arising out of failure of
the plan to pay to such participant or other person the full amount to which he
would be entitled under the terms of the plan following termination of the plan
or otherwise,
43
or on account of or arising out of recapture or recovery pursuant to Section
4045 of ERISA of retirement benefits previously paid to any such participant or
other person under the plan.
10.4 Early Termination Restrictions: The following provisions
shall apply for the purpose of complying with Treasury Regulations Section
1.401(a) (4)-5(b):
10.4.1 In the event the plan is terminated, the benefit of any
participant who is a highly compensated employee (including any former
highly compensated employee) shall be limited to a benefit that is
nondiscriminatory under Section 401(a)(4) of the Code.
10.4.2 The payment of benefits to or on behalf of a restricted
employee (as defined in Section 10.4.4) shall not exceed an amount
equal to the payments that would be made to or on behalf of the
restricted employee under:
(i) a single life annuity that is the actuarial
equivalent of the restricted employee's accrued benefit and other
benefits to which he is entitled under the plan (other than a
social security supplement); and
(ii) the amount of the payments that the restricted
employee is entitled to receive under a social security
supplement, if any.
10.4.3 Notwithstanding the foregoing, the restrictions of
Section 10.4.2 shall not apply if:
(i) after payment to or on behalf of the restricted
employee of all benefits payable to or on behalf of such
restricted employee under the plan, the value of plan assets
equals or exceeds 110 percent of the value of current liabilities
(as defined in Section 412(l)(7) of the Code); or
(ii) the value of the benefits payable to or on behalf
of the restricted employee is less than 1 percent of the value of
current liabilities (as defined in Section 412(l)(7) of the Code)
before distribution; or
(iii) the value of the benefits payable to or on behalf
of the restricted employee does not exceed $5,000.
10.4.4 For purposes of this Section 10.4, the following terms
shall have the following meanings:
(i) the term "restricted employee" means any highly
compensated employee or former highly compensated employee who is
in the group of 25 nonexcludable employees and former employees
44
of the Company with the largest amount of compensation in the
current or prior plan year; and
(ii) the term "benefit" includes, among other benefits,
loans in excess of the amount set forth in Section 72(p)(2)(A) of
the Code, any periodic income, any withdrawal values payable to a
living employee or former employee, and any death benefits not
provided for by insurance on the employee's or former employee's
life.
Section 11. Merger or Consolidation of Plan:
---------- -------------------------------
In the event of any merger or consolidation of the plan with
any other plan, or a transfer of assets or liabilities of the plan to any other
plan (which merged, consolidated or transferee plan shall be referred to in this
Section 11 as the "successor plan"), the amount each participant would receive
if the successor plan (and this plan, if he has any interest remaining therein)
were terminated immediately after the merger, consolidation or transfer shall be
equal to or greater than the amount he would have received if this plan (and the
successor plan, if he had any interest therein immediately prior to the merger,
consolidation or transfer) were terminated immediately preceding the merger,
consolidation or transfer. The defined benefit feature of the plan, as defined
in Treasury Regulations under Section 411(d)(6) of the Code, and the provisions
of Sections 2, 3 and 4 of the plan, shall be preserved with respect to the
accrued benefit of each participant as of the date of any termination, partial
termination, merger, consolidation or transfer of assets or liabilities of the
plan, unless the provisions of any exception to the foregoing rule, as provided
in Treasury Regulations under Section 411(d)(6) of the Code, are met.
45
Section 12. Communication to Participants:
---------- -----------------------------
The Company shall communicate the principal terms of the plan to the
participants and beneficiaries in accordance with the requirements of ERISA. The
Company shall make available for inspection by participants and their
beneficiaries during reasonable hours at the principal office of the Company and
at such other places as may be required by ERISA, a copy of the plan, trust
agreement and such other documents as may be required by ERISA.
Section 13. Claims Procedure:
---------- ----------------
The following claims procedure shall apply with respect to the plan:
13.1 Filing of a Claim for Benefits: If a participant or beneficiary
(the "claimant") believes he is entitled to benefits under the plan that are not
being paid to him or accrued for his benefit, he may file a written claim
therefor with the plan administrator.
13.2 Notification to Claimant of Decision: Within 90 days after
receipt of a claim by the plan administrator, or within 180 days if special
circumstances require an extension of time, the plan administrator shall notify
the claimant of its decision with regard to the claim. If special circumstances
require an extension of time, a written notice of the extension shall be
furnished to the claimant prior to commencement of the extension setting forth
the special circumstances and the date by which the decision will be furnished.
If such claim is wholly or partially denied, notice thereof shall be written in
a manner calculated to be understood by the claimant and shall set forth: (i)
the specific reason or reasons for the denial; (ii) specific reference to
pertinent plan provisions on which the denial is based; (iii) a description of
any additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denial. If the plan
administrator fails to notify the claimant of the decision in timely manner, the
claim shall be deemed denied as of the close of the initial 90-day period (or
the extension period, if applicable).
46
13.3 Procedure for Review: Within 60 days following receipt by the
claimant of notice denying his claim in whole or in part, or, if such notice is
not given, within 60 days following the latest date on which such notice timely
could have been given, the claimant may appeal denial of the claim by filing a
written application for review with the Committee. Following such request for
review, the Committee shall fully and fairly review the decision denying the
claim. Prior to the decision of the Committee, the claimant shall be given an
opportunity to review pertinent documents and submit issues and comments in
writing.
13.4 Decision on Review: The decision on review of a claim denied
in whole or in part by the plan administrator shall be made in the following
manner:
13.4.1 Notification to claimant of decision: Within 60 days following
receipt by the Committee of the request for review, or within 120 days if
special circumstances require an extension of time, the Committee shall
notify the claimant in writing of its decision with regard to the claim. If
special circumstances require an extension of time, written notice of the
extension shall be furnished to the claimant prior to the commencement of
the extension. If the decision on review is not furnished in a timely
manner, the claim shall be deemed denied as of the close of the initial 60-
day period (or the extension period, if applicable).
13.4.2 Format and content of decision: The decision on review of a
claim that is denied in whole or in part shall set forth specific reasons
for the decision written in a manner calculated to be understood by the
claimant and shall cite the pertinent plan provisions on which the decision
is based.
13.4.3 Effect of decision: The decision of the Committee shall be
final and conclusive.
13.5 Action by Authorized Representative of Claimant: All actions
set forth in this Section 13 to be taken by the claimant may be taken by a
representative of the claimant duly authorized by him to act on his behalf on
such matters. The plan administrator and the Committee may require such evidence
as either reasonably deems necessary or advisable of the authority of any such
representative to act.
47
Section 14. Parties to the Plan:
---------- -------------------
The employers listed on Exhibit A are employer-parties to the plan. By
separate agreement with the Company, one or more additional employers may become
parties to the plan. The following provisions shall apply to all parties to the
plan except as otherwise expressly provided herein or in such separate
agreement:
14.1 Application of Plan and Trust Agreement: The plan shall apply
as a single plan with respect to each Participating Employer as if there were
only one employer-party.
14.2 Service with a Participating Employer: Service for purposes of
the plan shall be interchangeable among Participating Employers and shall not be
deemed interrupted or terminated by the transfer at any time of an employee from
the service of one Participating Employer to service of another Participating
Employer.
14.3 Contributions: The accrued benefit of any participant who is or
was in the service of more than one Participating Employer (either concurrently
or successively) shall be determined as if there were only one plan and one
employer, it being the intent hereof that service and compensation with respect
to all Participating Employers shall be treated as a unit, and the benefits
described in the plan will be taken into account only once.
14.4 Authority of Board: The Board shall have the authority to amend
or terminate the plan and trust agreement as applied to each Participating
Employer and the proper officers of each Participating Employer shall be
authorized to execute all documents and take all other actions as shall be
deemed necessary or advisable to effectuate and carry out any such amendment as
applied to such party.
Section 15. Service in Another Status:
---------- -------------------------
If a person employed by the Participating Employer or an affiliated
employer in a status other than as an eligible employee is transferred to status
as an eligible employee, his service as a
48
noneligible employee shall be taken into account for determining his eligibility
to become a participant and his vested percentage in his accrued benefit. Such
service shall not be taken into account for the purpose of determining his years
of creditable service. If a participant is transferred from eligible employee
status to noneligible employee status, his accrued benefit determined as of the
date of such transfer shall be held in the plan until he retires, dies or
otherwise terminates service. At such time, such accrued benefit shall be
distributed or forfeited in the same manner as if he were an eligible employee
immediately preceding such retirement, death or termination of service. Service
following transfer shall be taken into account for the purpose of determining
his vested percentage in his accrued benefit, but not for determining his years
of creditable service. If he later returns to eligible employee status, he shall
reenter the plan on the date he returns to such status.
Section 16. Special Top-Heavy Provisions:
---------- ----------------------------
The following provisions shall apply and supersede any conflicting
provision in the plan with respect to any plan year in which the plan is top-
heavy (as described in Section 16.1.7):
16.1 Definitions: The following definitions shall apply for
purposes of this Section 16:
16.1.1 "Company" means the Participating Employer and its affiliated
employers.
16.1.2 "Determination date" means for any plan year after the first
plan year the last day of the preceding plan year.
16.1.3 "Key employee" means any employee or former employee, and any
beneficiary of such employee, who at any time during the determination
period is an officer of the Company if such individual's annual
compensation exceeds 50 percent of the dollar limitation under Section
415(b)(1)(A) of the Code, an owner (or considered an owner under Section
318 of the Code) of one of the 10 largest interests in the Company if such
individual's compensation exceeds 100 percent of the dollar limitation
under Section 415(c)(1)(A) of the Code, a 5 percent owner of the Company,
or a one percent owner of the Company who has an annual compensation of
more than $150,000. Annual compensation means statutory compensation. The
determination period shall be the plan year containing the determination
date and the preceding 4 plan years. The determination of who is a key
employee shall be made in accordance with Section
49
416(i)(1) of the Code. A non-key employee means any employee who is not a
key employee.
16.1.4 "Permissive aggregation group" means the required aggregation
group and any other plan or plans of the Company which, when considered
with the required aggregation group, would continue to satisfy the
requirements of Sections 401(a)(4) and 410 of the Code.
16.1.5 "Present value" means the value based on an interest rate of 5
percent and the mortality rates specified in Section 1.2.
16.1.6 "Required aggregation group" means (a) each qualified plan of
the Company in which at least one key employee participates or participated
at any time during the determination period, regardless of whether the plan
is terminated, and (b) any other qualified plan of the Company that enables
a plan described in (a) to meet the requirements of Section 401(a)(4) or
410 of the Code.
16.1.7 "Top-heavy plan" means for any plan year beginning after
December 31, 1983, the plan if any of the following conditions exists:
(i) The top-heavy ratio for the plan exceeds 60 percent, and the
plan is not part of any required aggregation group or permissive
aggregation group.
(ii) The plan is a part of a required aggregation group but not
part of a permissive aggregation group, and the top-heavy ratio for such
group exceeds 60 percent.
(iii) The plan is a part of a required aggregation group and part of
a permissive aggregation group, and the top-heavy ratio for the permissive
aggregation group exceeds 60 percent.
16.1.8 "Top-heavy ratio" means the following:
(i) If the Company maintains one or more defined benefit plans and
has not maintained any defined contribution plan (including any simplified
employee pension plan) which during the 5-year period ending on the
determination date(s) has or had account balances, the top-heavy ratio for
this plan alone or for the required or permissive aggregation group, as
appropriate, shall be a fraction the numerator of which is the sum of the
accrued benefits of all key employees as of the determination date(s),
including any part of any accrued benefit distributed in the 5-year period
ending on the determination date(s), and the denominator of which is the
sum of all accrued benefits, including any part of any accrued benefit
distributed in the 5-year period ending on the determination date(s), both
computed in accordance with Section 416 of the Code. Both the numerator and
denominator of the top-heavy ratio shall be increased to reflect any
contribution not actually made as of the determination date, but which is
required to be taken into account on that date under Section 416 of the
Code.
50
(ii) If the Company maintains one or more defined benefit plans and
maintains or maintained one or more defined contribution plans (including
any simplified employee pension plan) which during the 5-year period ending
on the determination date(s) has or had any account balances, the top-heavy
ratio for any required or permissive aggregation group, as appropriate,
shall be a fraction the numerator of which is the sum of accrued benefits
under the aggregated defined benefit plan or plans for all key employees
determined in accordance with paragraph (i) 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 which
is the sum of the accrued benefits under the aggregated defined benefit
plan or plans for all participants determined in accordance with paragraph
(i) above and the sum of accrued benefits under the defined benefit plan or
plans for all participants as of the determination date(s), all determined
in accordance with Section 416 of the Code. The account balances under a
defined contribution plan in both the numerator and denominator of the top-
heavy ratio shall be increased for any distribution of an account balance
made in the 5-year period ending on the determination date.
(iii) For purposes of paragraphs (i) and (ii) 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 for the first and second plan years of
a defined benefit plan. The account balances and accrued benefits of a
participant who (a) is not a key employee but who was a key employee in a
prior year, or (b) is not credited with at least one hour of service with
any employer maintaining the plan at any time during the 5-year period
ending on the determination date shall be disregarded. Calculation of the
top-heavy ratio, and the extent to which distributions, rollovers and
transfers are taken into account shall be made in accordance with Section
416 of the Code. 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 determination dates that fall within the same
calendar year. The accrued benefit of a participant other than a key
employee shall be determined under (1) the method, if any, that uniformly
applies for accrual purposes under all defined benefit plans maintained by
the Company, or (2) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the
fractional rule of Section 411(b)(1)(C) of the Code.
16.1.9 "Valuation date" means the date for computing the minimum
funding costs under the plan, regardless of whether a valuation is
performed on such date.
16.2 Top-heavy Requirements: Notwithstanding any other provision of
the plan, the plan must satisfy the following requirements for any plan year in
which it is a top-heavy plan:
16.2.1 Minimum accrued benefit requirements: Except as otherwise
provided in (a), (b) or (c) below, each participant who is a non-key
employee and has completed 1,000 hours of service shall accrue a benefit,
provided solely by employer contributions and expressed as a life annuity
commencing at normal retirement age, of not less than
51
2 percent of his highest average statutory compensation for the 5
consecutive years for which he had the highest statutory compensation. The
aggregate statutory compensation for the years during such 5-year period in
which the participant was credited with a year of service shall be divided
by the number of such years in order to determine average statutory
compensation. The minimum accrued benefit shall be determined without
regard to any Social Security contribution. The minimum accrued benefit
shall apply even though, under other plan provisions, the participant is
not entitled to receive an accrual or would receive a lesser accrual for
the year because (i) the participant fails to make mandatory contributions
to the plan; (ii) the participant's compensation is less than a stated
amount; (iii) the participant is not employed on the last day of the plan
year; or (iv) the plan is integrated with Social Security. The provisions
of this Section 16.2.1 shall be subject to the following: (a) the minimum
accrued benefit shall not be required to the extent that total accruals on
behalf of a participant attributable to Company contributions provide a
benefit expressed as a life annuity commencing at normal retirement age of
not less than 20 percent of such participant's highest average statutory
compensation for the 5 consecutive years for which he had the highest
statutory compensation; (b) the minimum accrued benefit shall not be
required to the extent that a participant is covered under any other plan
or plans of the Company that provide that the minimum allocation or benefit
requirement applicable to top-heavy plans shall be met in such other plan
or plans; and (c) all accruals of employer-derived benefits, whether or not
attributable to any plan year in which the plan is top-heavy, may be used
in determining whether the minimum accrued benefit requirement of (a) above
is satisfied. If the form of benefit is other than a straight life annuity,
the participant must receive the actuarial equivalent of the minimum
straight life annuity benefit. If the benefit commences at a date other
than normal retirement age, the participant must receive at least the
actuarial equivalent of the minimum straight life annuity commencing at
normal retirement age. The minimum accrued benefit required (to the extent
required to be nonforfeitable under Section 416(b) of the Code) shall not
be forfeitable under Section 411(a)(3)(B) or 411(a)(3)(D) of the Code.
16.2.2 Minimum vesting requirements: A participant whose accrued
benefit is not vested under Section 3.1 and who shall complete at least one
hour of service in any top-heavy plan year shall be fully vested in his
accrued benefit as follows:
Number of
Years of
Vesting Service Percentage
--------------- ----------
Less than 2 0%
2 20%
3 40%
4 60%
5 100%
The vesting schedule shall apply to all benefits within the meaning of
Section 411(a)(7) of the Code, except those attributable to employee
contributions, including benefits accrued before the effective date of
Section 416 and before the plan became top-heavy. Further, no reduction in
vested benefits may occur in the event the plan's status as top-
52
heavy changes for any plan year. However, this Section 16.2.2 shall not
apply to the accrued benefit of any employee who does not have an hour of
service after the plan first becomes top-heavy, and such employee's accrued
benefit attributable to Company contributions shall be determined without
regard to this Section 16.
Section 17. Portability of Accrued Benefits:
---------- -------------------------------
Notwithstanding any provision of the plan to the contrary that would
otherwise limit a distributee's election under this Section 17, a distributee
may elect, at the time and in the manner prescribed by the plan 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.
17.1 Definitions: The following definitions shall apply for
purposes of this Section 17:
17.1.1. Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the balance to
the credit of the distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of 10 years or more; any
distribution to the extent such distribution is required under Section
401(a)(9) of the Code; any hardship distribution described in Section
401(k)(2)(B)(i)(iv); 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).
17.1.2 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 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.
17.1.3 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.
17.1.4 Direct rollover: A direct rollover is a payment by the plan to
the eligible retirement plan specified by the distributee.
53
17.2 Construction: Notwithstanding anything contained in this
Section 17 to the contrary, the provisions of this Section 16 shall at all times
be construed and enforced according to the requirements of Section 401(a)(31) of
the Code and the Treasury Regulations thereunder, as the same may be amended
from time to time.
Section 18. Special Provisions Relating to Employees of Acquired
---------- ----------------------------------------------------
Companies:
---------
The following provisions shall apply to employees who were employed by a company
or business that has merged with or otherwise been acquired by the Company or
one of its affiliates (an "acquired company"), unless otherwise specified in
Exhibits C, D, E and F.
18.1 General Policy Involving Acquired Companies with a Defined
Benefit Plan: The following provisions shall apply to employees who were
previously employed by an acquired company (the "acquired employees") that has a
defined benefit plan, unless otherwise specified in Exhibits C, D, E and F.
(a) Each acquired employee who is a participant in the defined
benefit plan of the acquired company (the "acquired plan") and is an
employee of a Participating Employer on the "benefit plan determination
date" (as defined in this Section 18.1) shall become a participant in this
plan as of the benefit plan determination date. Each other acquired
employee who becomes an employee of a Participating Employer shall become a
participant in this plan in accordance with the provisions of Section 1.29.
(b) For purposes of determining eligibility and vesting under this
plan, service with the acquired company shall be deemed service with the
Participating Employer.
(c) Each acquired employee who is a participant in the acquired
plan shall continue to accrue benefits under the acquired plan until the
benefit plan determination date. As of the close of business of the
acquired plan immediately preceding the benefit plan determination date,
the accrued benefit of each such acquired employee under the acquired plan
shall be determined (the "frozen accrued benefit").
(d) On and after the benefit plan determination date, each
acquired employee who becomes a participant in this plan shall accrue
benefits under this plan based solely on his compensation and service on
and after the benefit plan determination date (the "BB&T accrued benefit").
54
(e) If the acquired plan is merged into this plan, the accrued
benefit of each acquired employee under this plan shall equal the sum of
his frozen accrued benefit and his BB&T accrued benefit. If the acquired
plan is not merged into this plan, the accrued benefit of each acquired
employee under this plan shall be his BB&T accrued benefit.
(f) The "benefit plan determination date" shall be the date
designated by the Company following the Company's acquisition of the
acquired company.
18.2 General Policy Involving Acquired Companies Without a Defined
Benefit Plan: The following provisions shall apply to acquired employees of an
acquired company that does not have a defined benefit plan, unless otherwise
specified in Exhibits C, D, E and F.
(a) Each acquired employee who becomes an employee of a
Participating Employer and, as of the benefit plan determination date, has
met the eligibility requirements of Section 1.29 shall become a participant
in this plan as of the benefit plan determination date. Each other acquired
employee who becomes an employee of a Participating Employer shall become a
participant in this plan in accordance with the provisions of Section 1.29.
(b) For purposes of determining eligibility and vesting under this
plan, service with the acquired company shall be deemed service with the
Participating Employer.
(c) On and after the benefit plan determination date, each
acquired employee who becomes a participant in this plan shall accrue
benefits under this plan based solely on his compensation and service on
and after the benefit plan determination date (the "BB&T accrued benefit").
Section 19. Miscellaneous Provisions:
---------- ------------------------
19.1 Notices: Each participant not in service and each beneficiary
shall be responsible for furnishing the plan administrator with his current
address for mailing notices, reports and benefit payments. Any notice required
or permitted to be given to such participant or beneficiary shall be deemed
given if directed to such address and mailed by first class mail. If any check
mailed to such address is returned as undeliverable to the addressee, mailing of
checks shall be suspended until the participant or beneficiary furnishes the
proper address. This provision shall not require the mailing of any notice or
notification otherwise permitted to be given by posting or other publication.
55
19.2 Lost Distributees: A benefit shall be deemed forfeited if the
plan administrator is unable after a reasonable period of time to locate the
participant or beneficiary to whom payment is due; provided, that such benefit
shall be reinstated if a valid claim therefor is made by or on behalf of the
participant or beneficiary.
19.3 Reliance on Data: The Company, Committee, Trustee and plan
administrator shall have the right to rely on any data provided by a participant
or beneficiary, including representations as to age, health and marital status.
Such representations shall be binding on any party seeking to claim a benefit
through a participant, and the Company, Committee, Trustee and plan
administrator shall have no obligation to inquire into the accuracy of any
representation made at any time by a participant or beneficiary.
19.4 Bonding: Each fiduciary shall be bonded for each plan year to
the extent required by ERISA. The bond shall protect the plan against any loss
by reason of acts of fraud or dishonesty by the fiduciary alone or in connivance
with others. The cost of the bond shall be an expense of the trust paid from the
trust fund unless the Board elects for such cost to be paid by the Company.
19.5 Receipt and Release for Payments: Each participant by
participating in the plan shall be deemed conclusively to agree to look solely
to the assets held under the trust for payment of any benefit to which such
participant may be entitled by reason of such participation. Any payment to or
with respect to any participant or beneficiary, or pursuant to a disclaimer by a
beneficiary, shall be in full satisfaction of all claims against the plan,
Company and all fiduciaries with respect to the plan to the extent of such
payment. The recipient of any payment from the plan may be required by the
Committee, as a condition precedent to such payment, to execute a receipt and
release therefor in a form acceptable to the Committee.
19.6 Headings: The headings and subheadings of the plan are for
convenience of reference and shall be ignored in any construction of the
provisions hereof.
56
19.7 Continuation of Employment: The establishment of the plan
shall not be construed as conferring any legal or other right on any employee or
any person for continuation of employment, nor shall it interfere with the right
of the Participating Employer or any affiliated employer to discharge any
employee or deal with him without regard to the effect under the plan.
19.8 Nonliability of Company: The Company does not guarantee the
trust, participants, former participants, spouses or beneficiaries against loss
of or depreciation in value of any right or benefit that any of them may acquire
under the terms of the plan, nor does the Company guarantee to any of them that
the assets of the trust under the plan will be sufficient to provide any or all
benefits payable under the plan at any time, including any time the plan may be
terminated or partially terminated. All benefits payable under the plan shall be
paid or provided for solely from the trust fund, or, as applicable, the Pension
Benefit Guaranty Corporation. The Company does not assume any liability or
responsibility whatsoever for the benefits.
19.9 Construction: The provisions of the plan shall be construed
and enforced according to the laws of the State of North Carolina, except to the
extent such laws are superseded by ERISA.
19.10 Compliance With The Uniformed Services Employment and
Reemployment Act of 1994: Notwithstanding anything contained in the plan to the
contrary, effective as of December 12, 1994, the plan shall at all times be
construed and enforced according to the requirements of the Uniformed Services
Employment and Reemployment Rights Act of 1994.
57
IN WITNESS WHEREOF, the BB&T Corporation Pension Plan is, by the
authority of the Board of Directors of the Company, executed in behalf of the
Company, as of the day 20 of December, 2000.
BB&T CORPORATION
By: /s/ Robert E. Greene
----------------------------
Authorized Officer
Attest:
/s/ Jerone C. Herring
- -------------------------
Secretary
[Corporate Seal]
58
EXHIBIT A
PARTICIPATING EMPLOYERS
Branch Banking and Trust Company
Branch Banking and Trust Company of South Carolina
Branch Banking and Trust Company of Virginia
BB&T Insurance Services, Inc.
BB&T Investment Services, Inc.
BB&T Leasing Corporation
Agency Technologies, Inc.
AutoBase Information Systems, Inc.
Regional Acceptance Corporation
Car Mart, Inc.
FARR Associates, Inc.*
Prime Rate Premium Finance Corporation
BB&T Factors Corporation
Scott & Stringfellow, Inc.*
Scott & Stringfellow Realty, Inc.*
Scott & Stringfellow Capital Management*
Freedom Financial Services, Inc.
Rose Shannis Financial Services, LLC
*Effective as of 1/1/01, such employer will no longer be a Participating
Employer.
A-1
EXHIBIT B
EARLY RETIREMENT FACTORS
A participant's early retirement benefit shall equal his accrued
benefit as of his early retirement date multiplied by the appropriate
factor below:
Participant's Age
-----------------
on Benefit
----------
Commencement Date Factor
----------------- ------
64 .98
63 .96
62 .94
61 .92
60 .86
59 .80
58 .725
57 .65
56 .575
55 .50
Interpolated values shall be used if the participant's age on his
benefit commencement date is not an integer value.
B-1
EXHIBIT C
SPECIAL PROVISIONS OF MERGING COMPANIES
PRIOR TO JANUARY 1, 1996 UNDER THE BB&T PREDECESSOR PLAN
The following is a summary of the special rules that apply to certain
participants in the plan who were employees of a company or business that was
acquired by the Company or one if its affiliates prior to January 1, 1996.
Unless otherwise indicated by the context, all defined terms used in this
Exhibit C shall have the meanings assigned to them in the BB&T predecessor plan
and all Section references shall be to the BB&T predecessor plan.
(a) The Citizens Bank of Warrenton. The Citizens Bank of Warrenton merged
------------------------------
with the Employer on December 20, 1976.
(1) The monthly normal retirement benefit of an employee of The
Citizens Bank of Warrenton who became an Employee of the Employer
as a result of the merger of The Citizens Bank of Warrenton into
the Employer on December 20, 1976, shall be offset by the benefit
that the Employee had accrued under the retirement plan of The
Citizens Bank of Warrenton as of the merger date.
(2) For purposes of participation, vesting, and benefit accrual,
Years of Continuous Service and Years of Credited Service for
such Employee shall be determined under the terms and provisions
of this Plan.
(3) Schedule of Benefit Offsets from the Citizen's Bank of Warrenton
Name Social Security Number Benefit Offset
---- ---------------------- --------------
Allen, P.C. ###-##-#### $ 36.22
Farrar, C.R. ###-##-#### 6.85
Hawks, L.F. ###-##-#### 26.62
Manning, B.W. ###-##-#### 12.56
Miles, G.W. ###-##-#### 66.05
Price, C.K. ###-##-#### 52.49
Riggan, N.H. ###-##-#### 11.28
Robertson, R.P. ###-##-#### 47.35
Schuster, P.S. ###-##-#### 2.53
Weldon, E.R. ###-##-#### 81.45
Weldon, N.B. ###-##-#### 114.95
White, A.S. ###-##-#### 77.66
(b) Edgecombe Bank and Trust Company. Edgecombe Bank and Trust Company
--------------------------------
merged with the Employer on October 20, 1980.
(1) The minimum monthly normal retirement benefit of an Employee of
Edgecombe Bank and Trust Company who became an Employee of the
Employer as a result of the merger of Edgecombe Bank and Trust
Company into the Employer on October 20, 1980, shall not be less
than the benefit that the Employee had
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accrued under the retirement plan of Edgecombe Bank and Trust
Company as of the date of the merger.
(2) For purposes of participation, vesting, and benefit accrual,
Years of Continuous Service and Years of Credited Service shall
be determined under the terms and provisions of this Plan.
(c) Independence National Bank. Independence National Bank was merged with
--------------------------
the Employer on October 5, 1981. Employees who were "participants" in
the Pension Plan for the Employees of Independence National Bank on
December 31, 1981 shall become Participants in this Plan on January 1,
1982.
(1) (A) An Employee of Independence National Bank who became an
Employee of the Employer on October 5, 1981, as a result of
the merger of Independence National Bank into the Employer,
and is employed by the Employer on December 31, 1981, who
was a "participant" (as defined in Section 2.18) in the
Pension Plan for the Employees of Independence National Bank
immediately prior to the merger of said plan into this Plan,
shall be entitled to a "Past Service Benefit" equal to his
"accrued benefit" as of December 31, 1981 determined in
accordance with Section 2.2 of said plan in effect
immediately prior to the merger of said plan into this Plan.
(B) An Employee described above shall be entitled to an Accrued
Benefit as of any date prior to his Normal Retirement Date
equal to his "Future Service Benefit" (which will be based
on his compensation as defined in Section 2.14 and his Years
of Credited Service as defined in Section 2.42 after
December 31, 1981) plus, if he was a "participant" (as
defined in Section 2.33) in the Pension Plan for the
Employees of Independence National Bank immediately prior to
the merger of said plan into this Plan, a "Past Service
Benefit" (determined in accordance with the preceding
paragraph).
(2) With respect to any individual who became an Employee as a result
of the merger of Independence National Bank into the Employer on
October 5, 1981, and is employed by the Employer on December 31,
1981, for purposes of determining the vested portion of the
Employee's Accrued Benefit should a Break in Service occur prior
to death or retirement, the Employee shall receive credit for
prior service with Independence National Bank, and service up to
December 31, 1981 (including such prior service) shall be
credited in accordance with the rules set forth in Sections 2.41
and 2.42.
(d) City National Bank. City National Bank merged with the Employer on
------------------
July 5, 1983. Employees who were participants in the prior plan of
City National Bank shall become Participants in this Plan on July 5,
1983.
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(1) An employee of City National Bank who became an Employee of the
Employer as a result of the merger of City National Bank into the
Employer on July 5, 1983 shall begin to accrue Years of Credited
Service under this Plan on January 1, 1984 in accordance with
Section 2.42.
(2) With respect to any individual who became an Employee as a result
of the merger of City National Bank into the Employer on July 5,
1983, and is employed by the Employer on December 31, 1983, for
purposes of determining the vested portion of the Employee's
Accrued Benefit should a Break in Service occur prior to death or
retirement, the Employee shall receive credit for prior service
with City National Bank.
(e) Bank of Alamance. Bank of Alamance merged with the Employer on July 1,
----------------
1984.
(1) An employee of the Bank of Alamance who became an Employee of the
Employer as a result of the merger of the Bank of Alamance into
the Employer on July 1, 1984 shall participate in this Plan and
begin to accrue Years of Credited Service under this Plan as of
July 1, 1984.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of June 30, 1984, were employees of the Bank of
Alamance shall be determined by applying the provisions of
Subsections 2.41(a) and (b).
(3) The normal retirement benefit for those Employees who, as of June
30, 1984, were employees of the Bank of Alamance shall be
determined under Section 5.1 of this Plan.
(f) Carolina Bank. Carolina Bank was merged with the Employer on December
-------------
31, 1984.
(1) The Accrued Benefit, at December 31, 1984, for any Employee who
was a participant in the Amended and Restated Retirement Plan of
the Carolina Bank shall equal the accrued benefit for each such
Employee as defined in Section 1.27 of that plan on December 31,
1984, plus an amount determined by multiplying such accrued
benefit by the fraction (not to be less than one) resulting when
(A) is divided by (B) where:
(A) equals the fair market value of the assets in the Carolina
Bank Retirement Trust as of December 31, 1984, less the
present value of the accrued benefit (as defined in Section
1.27 of the Amended and Restated Retirement Plan of the
Carolina Bank) for any former participant of the Amended and
Restated Retirement Plan of the Carolina Bank, and
(B) equals the total of the present value of the accrued
benefits (as defined in the Amended and Restated Retirement
Plan of the Carolina Bank) of all active participants in the
Amended and Restated Retirement Plan of the Carolina Bank on
December 31, 1984.
C-3
For purposes of this subsection (1) the present value of the
accrued benefit shall be determined assuming an annual effective
interest rate of five percent (5 %) and by using the 1951 Group
Annuity Mortality Table with Projection C to 1960 set back 5
years for females. For purposes of this subsection (1), female
rates shall be applied to all such participants regardless of
their sex.
After December 31, 1984, the Accrued Benefit of any Employee who
was an active participant in the Amended and Restated Retirement
Plan of the Carolina Bank on December 31, 1984, shall equal the
product of Section 2.1 (a) and Section 2.1 (b) plus the amount
determined in this subsection (1).
(2) Years of Credited Service for those Employees who, as of December
31, 1984, were employees of the Carolina Bank shall begin as of
January 1, 1985.
(3) For purposes of vesting, Years of Continuous Service for those
Employees who, as of December 31, 1984, were employees of the
Carolina Bank shall be determined by applying the provisions of
Section 1.13 of the Amended and Restated Retirement Plan of the
Carolina Bank for service prior to January 1, 1985. For service
after December 31, 1984, Continuous Service for these Employees
shall be determined under the provisions of this Plan.
(g) First Union National Bank. First Union National Bank merged with the
-------------------------
Employer on January 1, 1986. Employees who were participants in the
First Union Corporation Pension Plan shall participate in this Plan on
January 1, 1986.
(1) The Accrued Benefit of an employee of First Union National Bank
who became an Employee of the Employer as a result of the
acquisition of the Employee's place of employment by the Employer
after January 1, 1986 and on or before March 10, 1986, shall, on
the date he or she became an Employee of the Employer, equal his
or her accrued benefit, if any, under the First Union Corporation
Pension Plan determined as of the date before such date.
(2) Years of Continuous Service for former employees of First Union
National Bank who became Employees of the Employer as a result of
the acquisition of the Employee's place of employment by the
Employer after January 1, 1986 and on or before March 10, 1986,
shall include the Employee's "years of service" as determined
under the terms of the First Union Corporation Pension Plan as of
December 31, 1985. In addition, Years of Continuous Service for
such Employees shall be computed by treating employment with
First Union National Bank after December 31, 1985, and before
March 10, 1986, as employment with the Employer.
(3) Years of Credited Service for former employees of First Union
National Bank who became Employees of the Employer as a result of
the acquisition of the Employee's place of employment by the
Employer after January 1, 1986, and on or before March 10, 1986,
shall be computed by treating employment with
C-4
First Union National Bank after December 31, 1985, and before
March 10, 1986, as employment with the Employer.
(4) The monthly normal retirement benefit of a former employee of
First Union National Bank who became an Employee of the Employer
as a result of the acquisition of the Employee's place of
employment by the Employer after January 1, 1986, and on or
before March 10, 1986, shall equal the sum of subsection 5.1 (a)
or subsection 5.1 (b) of this Plan, whichever is applicable, and
the benefit, if any, the Employee had accrued under the First
Union Corporation Pension Plan as of the day before he or she
became an Employee of the Employer.
(h) Alexander and Alexander Insurance Company. Alexander and Alexander
-----------------------------------------
Insurance Company merged into the Employer on October 1, 1987.
Employees who were participants in the prior plan of Alexander and
Alexander Insurance Company shall become Participants in this Plan on
October 1, 1987.
(1) An employee of Alexander and Alexander Insurance Company who
became an Employee of the Employer as a result of the merger of
Alexander and Alexander Insurance Company into the Employer on
October 1, 1987 shall begin to accrue Years of Credited Service
under the Plan on October 1, 1987 in accordance with Section
2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of September 30, 1987, were employees of
Alexander and Alexander Insurance Company shall include all Years
of Continuous Service completed since their date of employment
with Alexander and Alexander Insurance Company.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(i) Community Bank. Community Bank merged into the Employer on January 1,
--------------
1988. Employees who were participants in the prior plan of Community
Bank shall become Participants in this Plan on the later of January 1,
1988 or the first Entry Date coincident with or next following
completion of the requirements of Section 3.1.
(1) An employee of Community Bank who became an Employee of the
Employer as a result of the merger of Community Bank into the
Employer on January 1, 1988 shall begin to accrue Years of
Credited Service under the Plan on January 1, 1988 in accordance
with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of December 31, 1987, were employees of
Community Bank shall include all Years of Continuous Service
completed since their date of employment with Community Bank.
C-5
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(j) Ervin, Haywood and Rankin Insurance Company. Ervin, Haywood and Rankin
-------------------------------------------
Insurance Company merged into the Employer on January 1, 1989.
Employees of Ervin, Haywood and Rankin Insurance Company shall become
Participants in this Plan on the later of January 1, 1989 or the first
Entry Date coincident with or next following completion of the
requirements of Section 3.1.
(1) An employee of Ervin, Haywood and Rankin Insurance Company who
became an Employee of the Employer as a result of the merger of
Ervin, Haywood and Rankin Insurance Company into the Employer on
January 1, 1989 shall begin to accrue Years of Credited Service
under the Plan on January 1, 1989 in accordance with Section
2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of December 31, 1988, were employees of Ervin,
Haywood and Rankin Insurance Company shall include all Years of
Continuous Service completed since their date of employment with
Ervin, Haywood and Rankin Insurance Company.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(k) Westbrook-Norton. Inc. Westbrook-Norton, Inc. merged into the Employer
---------------------
on April 1, 1989. Employees of Westbrook-Norton, Inc. shall become
Participants in this Plan on the later of April 1, 1989 or the first
Entry Date coincident with or next following completion of the
requirements of Section 3.1.
(1) An employee of Westbrook-Norton, Inc. who became an Employee of
the Employer as a result of the merger of Westbrook-Norton, Inc.
into the Employer on April 1, 1989 shall begin to accrue Years of
Credited Service under the Plan on April 1, 1989 in accordance
with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of March 31, 1989, were employees of Westbrook-
Norton, Inc. shall include all Years of Continuous Service
completed since their date of employment with Westbrook-Norton,
Inc.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(l) Cline-Southern Insurance Company. Cline-Southern Insurance Company
--------------------------------
merged into the Employer on January 1, 1990. Employees of Cline-
Southern Insurance Company shall become Participants in this Plan on
the later of January 1, 1990 or the first Entry Date coincident with
or next following completion of the requirements of Section 3.1.
C-6
(1) An employee of Cline-Southern Insurance Company who became an
Employee of the Employer as a result of the merger of Cline-
Southern Insurance Company into the Employer on January 1, 1990
shall begin to accrue Years of Credited Service under the Plan on
January 1, 1990 in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of December 31, 1989, were employees of
ClineSouthern Insurance Company shall include all Years of
Continuous Service completed since their date of employment with
Cline-Southern Insurance Company.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(m) Albemarle Savings & Loan Association. Albemarle Savings & Loan
------------------------------------
Association merged into the Employer on January 1, 1992. Effective
January 1, 1992, all Participants in the Albemarle Savings & Loan
Association of Elizabeth City, N.C. Retirement Plan shall become
Participants in this Plan. Other employees of Albemarle Savings & Loan
Association shall become Participants in this Plan on the later of
January 1, 1992 or the first Entry Date coincident with or next
following completion of the requirements of Section 3.1.
(1) An employee of Albemarle Savings & Loan Association who became an
Employee of the Employer as a result of the merger of Albemarle
Savings & Loan Association into the Employer on January 1, 1992
shall be credited with Years of Credited Service under the Plan
as if employment with Albemarle Savings & Loan Association had
been with the Employer. In addition, Employees of Albemarle
Savings & Loan Association shall be given credit for a Year of
Credited Service for the 12-month period beginning March 1, 1991
and ending February 28, 1992, if such Employee had completed
1,000 Hours of Service under the terms of the Albemarle Savings &
Loan Association of Elizabeth City, N.C. Retirement Plan in
effect prior to merger with this Plan.
(2) For the purposes of vesting, Years of Continuous Service for
those Employees who, as of December 31, 1991, were employees of
Albemarle Savings & Loan Association shall include all Years of
Continuous Service completed since their date of employment with
Albemarle Savings & Loan Association. In addition, Employees of
Albemarle Savings & Loan Association shall be given credit for a
Year of Continuous Service for the 12-month period beginning
March 1, 1991 and ending February 28, 1992, if such Employee had
completed 1,000 Hours of Service under the terms of the Albemarle
Savings & Loan Association of Elizabeth City, N.C. Retirement
Plan in effect prior to merger with this Plan.
(3) The normal retirement benefit for non-highly compensated
Employees shall be the greater of the normal retirement benefit
calculated under the terms of the Retirement Plan for the
Employees of Branch Banking and Trust Company or the normal
retirement benefit calculated under the terms of the Albemarle
Savings & Loan Association Pension Plan (including the right to a
lump sum
C-7
payment). The normal retirement benefit for "highly compensated
employees" (as defined in Code Section 414(q)) shall be
calculated under the terms of the Retirement Plan for the
Employees of Branch Banking and. Trust Company but in no event
shall the benefit for such Employee be less than his benefit
calculated under the terms of the Albemarle Savings & Loan
Association Pension Plan (including the right to a lump sum
payment) on the later of December 31, 1991 or the date such
employee is first considered to be "highly compensated."
(n) Gate City Federal Savings and Loan Association. Gate City Federal
----------------------------------------------
Savings and Loan Association merged into the Employer on January 1,
1992. Effective January 1, 1992, all Participants in the Gate City
Federal Savings and Loan Association Pension Plan shall become
Participants in this Plan. Other employees of Gate City Federal
Savings and Loan Association shall become Participants in this Plan on
the later of January 1, 1992 or the first Entry Date coincident with
or next following completion of the requirements of Section 3.1.
(1) An employee of Gate City Federal Savings and Loan Association who
became an Employee of the Employer as a result of the merger of
Gate City Federal Savings and Loan Association into the Employer
on January 1, 1992 shall be credited with Years of Credited
Service under the Plan as if employment with Gate City Federal
Savings and Loan Association had been with the Employer.
(2) For the purposes of vesting, Years of Continuous Service for
those Employees who, as of December 31, 1991, were employees of
Gate City Federal Savings and Loan Association shall include all
Years of Continuous Service completed since their date of
employment with Gate City Federal Savings and Loan Association.
(3) The normal retirement benefit for non-highly compensated
Employees shall be the greater of the normal retirement benefit
calculated under the terms of the Retirement Plan for the
Employees of Branch Banking and Trust Company or the normal
retirement benefit calculated under the terms of the Gate City
Federal Savings and Loan Association Pension Plan (including the
right to a lump sum payment). The normal retirement benefit for
"highly compensated employees" (as defined in Code Section
414(q)) shall be calculated under the terms of the Retirement
Plan for the Employees of Branch Banking and Trust Company but in
no event shall the benefit for such Employee be less than his
benefit calculated under the terms of the Gate City Federal
Savings and Loan Association Pension Plan (including the right to
a lump sum payment) on the later of December 31, 1991 or the date
such employee is first considered to be "highly compensated."
(o) Peoples Federal Savings & Loan Association. Peoples Federal Savings &
------------------------------------------
Loan Association merged into the Employer on December 31, 1992.
Effective December 31, 1992, all Participants in the Peoples Federal
Savings & Loan Association Employees' Pension Plan shall become
Participants in this Plan. Other employees of Peoples
C-8
Federal Savings & Loan Association shall become Participants in this
Plan on the later of January 1, 1993 or the first Entry Date
coincident with or next following completion of the requirements of
Section 3.1.
(1) Years of Credited Service for those Employees who, as of December
31, 1992, were employees of Peoples Federal Savings & Loan
Association shall include all Years of Credited Service completed
as of March 31, 1992 with Peoples Federal Savings & Loan
Association. In addition, Employees of Peoples Federal Savings &
Loan Association shall be given credit for a Year of Credited
Service for the 12-month period beginning April 1, 1992 and
ending March 31, 1993, if such Employee would have completed
1,000 Hours of Service under the terms of the Peoples Federal
Savings & Loan Association Employees' Pension Plan in effect
prior to merger with this Plan. In addition, Years of Credited
Service will be based on the terms of this Plan effective for the
Plan Year beginning January 1, 1993.
(2) Years of Continuous Service for those Employees who, as of
December 31, 1992, were employees of Peoples Federal Savings &
Loan Association shall include all Years of Vesting Service
completed as of March 31, 1992 with Peoples Federal Savings &
Loan Association. In addition, Employees of Peoples Federal
Savings & Loan Association shall be given credit for a Year of
Vesting Service for the 12-month period beginning April 1, 1992
and ending March 31, 1993, if such Employee would have completed
1,000 Hours of Service under the terms of the Peoples Federal
Savings & Loan Association Employees' Pension Plan in effect
prior to merger with this Plan. In addition, Years of Continuous
Service will be based on the terms of this Plan effective for the
Plan Year beginning January 1, 1993.
(3) The normal retirement benefit for non-highly compensated
Employees shall be the greater of the normal retirement benefit
calculated under the terms of the Retirement Plan for the
Employees of Branch Banking and Trust Company or the normal
retirement benefit calculated under the terms of the Peoples
Federal Savings & Loan Association Employees' Pension Plan
(including the right to a lump sum payment). The normal
retirement benefit for "highly compensated employees" (as defined
in Code Section 414(q)) shall be calculated under the terms of
the Retirement Plan for the Employees of Branch Banking and Trust
Company but in no event shall the benefit for such Employee be
less than his benefit calculated under the terms of the Peoples
Federal Savings & Loan Association Employees' Pension Plan
(including the right to a lump sum payment) on the later of
December 31, 1992 or the date such employee is first considered
to be "highly compensated". Each Participant will have a minimum
lump sum calculated as the present value of the Accrued Benefit
(as of December 31, 1992) under the Peoples Federal Savings &
Loan Association Employees' Pension Plan using the definition of
Actuarial Equivalent in effect for that plan on December 31,
1992.
C-9
(p) Regional Insurance Services, Inc. Regional Insurance Services, Inc.
---------------------------------
merged into the Employer on October 1, 1992. Consistent with the
general policies established in Section 17.1 of the Plan, Employees of
Regional Insurance Services, Inc. shall become Participants in this
Plan on the later of October 1, 1992 or the first Entry Date
coincident with or next following completion of the requirements of
Section 3.1.
(1) An employee of Regional Insurance Services, Inc. who became an
Employee of the Employer as a result of the merger of Regional
Insurance Services, Inc. into the Employer on October 1, 1992
shall begin to accrue Years of Credited Service under the Plan on
October 1, 1992 in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of September 30, 1992, were employees of
Regional Insurance Services, Inc. shall include all Years of
Continuous Service completed since their date of employment with
Regional Insurance Services, Inc.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(q) Gouger, O'Neal & Saunders Insurance Services, Inc. Gouger, O'Neal &
--------------------------------------------------
Saunders Insurance Services, Inc. merged into the Employer on January
1, 1993. Consistent with the general policies established in Section
17.1 of the Plan, Employees of Gouger, O'Neal & Saunders Insurance
Services, Inc. shall become Participants in this Plan on the later of
January 1, 1993 or the first Entry Date coincident with or next
following completion of the requirements of Section 3.1.
(1) An employee of Gouger, O'Neal & Saunders Insurance Services, Inc.
who became an Employee of the Employer as a result of the merger
of Gouger, O'Neal & Saunders Insurance Services, Inc. on January
1, 1993 shall begin to accrue Years of Credited Service under the
Plan on January 1, 1993 in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service for those
Employees who, as of December.31, 1992, were employees of Gouger,
O'Neal & Saunders Insurance Services, Inc. shall include all
Years of Continuous Service completed since their date of
employment with Gouger, O'Neal & Saunders Insurance Services,
Inc.
(3) The normal retirement benefit for such Employees shall be
determined according to Section 5.1.
(r) West Insurance and Associate, Inc. West Insurance and Associates, Inc.
---------------------------------
merged into the Employer on March 1, 1993. Consistent with the general
policies established in Section 17.1 of the Plan, Employees of West
Insurance and Associates, Inc. shall become Participants in this Plan
on the later of March 1, 1993 or the first Entry Date coincident with
or next following completion of the requirements of Section 3.1.
C-10
(1) An employee of West Insurance and Associates, Inc.
who became an Employee of the Employer as a result of
the merger of West Insurance and Associates, Inc. on
March 1, 1993 shall begin to accrue Years of Credited
Service under the Plan on March 1, 1993 in accordance
with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of February 28, 1993,
were employees of West Insurance and Associates, Inc.
shall include all Years of Continuous Service
completed since their date of employment with West
Insurance and Associates, Inc.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(s) First Fincorp, Inc. First Fincorp, Inc. merged into the
-------------------
Employer on April 1, 1993. Consistent with the general
policies established in Section 17.1 of the Plan, Employees of
First Fincorp, Inc. shall become Participants in this Plan on
the later of April 1, 1993 or the first Entry Date coincident
with or next following completion of the requirements of
Section 3.1.
(1) An employee of First Fincorp, Inc. who became an
Employee of the Employer as a result of the merger of
First Fincorp, Inc. on April 1, 1993 shall begin to
accrue Years of Credited Service under the Plan on
April 1, 1993 in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of March 31, 1993, were
employees of First Fincorp, Inc. shall include all
Years of Continuous Service completed since their
date of employment with First Fincorp, Inc.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(t) The Winston-Salem and Raleigh Branches of 1st Home Federal
----------------------------------------------------------
Savings and Loan Association of the Carolinas, F.A. The assets
---------------------------------------------------
of the Winston-Salem and Raleigh branches of 1st Home Federal
Savings and Loan Association of the Carolinas, F.A. were
acquired by the Employer effective June 1, 1993. The affected
employees became Employees of the Employer effective June 1,
1993. Consistent with the general policies established in
Section 17.1 of the Plan, these Employees shall become
Participants in this Plan on the later of June 1, 1993 or the
first Entry Date coincident with or next following completion
of the requirements of Section 3.1 (with retroactive service
granted for such purpose).
(1) An employee of the Winston-Salem and Raleigh Branches
of 1st Home Federal Savings and Loan Association of
the Carolinas, F.A. who became an Employee of the
Employer on June 1, 1993, shall begin to accrue Years
of Credited Service under the Plan on June 1, 1993 in
accordance with Section 2.42.
C-11
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of May 31, 1993, were
employees of the Winston-Salem and Raleigh Branches
of 1st Home Federal Savings and Loan Association of
the Carolinas, F.A. shall include all Years of
Continuous Service completed since their date of
employment with 1st Home Federal Savings and Loan
Association of the Carolinas, F.A.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(u) Security Federal Savings Bank. ("Security Federal") was
-----------------------------
acquired by the Employer on August 7, 1992, and the employees
of Security Federal as of such date ("Former Security Federal
Employees") remained covered under the Financial Institutions
Retirement Fund (the "FIRF') until withdrawal from the FIRF
effective June 30, 1995. Effective July 1, 1995, each Former
Security Federal Employee shall become a Participant in the
Plan, subject to the following provisions:
(1) A Former Security Federal Employee who does not elect
to transfer his accrued benefit under the FIRF,
determined as of June 30, 1995, to the Plan shall
receive credit for Years of Service under the Plan,
including, solely for vesting purposes, his years of
vesting service determined under the FIRF as in
effect on June 30, 1995.
(2) A Former Security Federal Employee who elects to
transfer his accrued benefit under the FIRF,
determined as of June 30, 1995, (the "FIRF Benefit"),
to the Plan shall be credited with Years of Service
under the Plan, including his years of vesting
service and years of benefit accrual service as
determined under the FIRF as in effect on June 30,
1995. The provisions of subparagraphs (3) and (4)
shall apply solely to a former Security Federal
employee who elects to transfer his FIRF Benefit to
the Plan.
(3) The normal retirement benefit for a Former Security
Federal Employee who is not a highly compensated
employee (as defined in Code Section 414(q)) shall be
the greater of (A) the normal retirement benefit
calculated under the terms of the Plan, and (B) two
percent (2%) of High-5 Salary, as defined in the
FIRF, multiplied by Years of Service; provided, that
compensation used under clause (A) for years before
January 1, 1993 shall be as defined in the FIRF, and
compensation used under clause (B) for all years
shall be as defined in the FIRF. The normal
retirement benefit for a Former Security Federal
Employee who is a highly compensated employee (as
defined in Code Section 414(q)) shall be his benefit
calculated under the terms of the Plan, but in no
event shall such benefit be less than his benefit
calculated under the terms of the FIRF as of the
later of June 30, 1995 or the date he first becomes a
highly compensated employee.
(4) The benefit determined under subparagraph (3)(B) and
the second clause of the last sentence of
subparagraph (3) (benefits relating to the benefit
formula under
C-12
the FIRF) shall be paid pursuant to the provisions of
the Plan, with the following exceptions:
(A) The Normal Form of Benefit shall be an
annuity paid in equal monthly installments
on the first day of each calendar month in
which the Participant or Inactive
Participant shall have lived the entire
preceding calendar month; provided, that
there shall be a death benefit equal to
twelve (12) times the monthly retirement
benefit reduced by the sum of the retirement
benefit payments already paid.
(B) The Early Retirement Age of a Former
Security Federal Employee shall be Age 45.
(C) The early retirement benefit of a Former
Security Federal Employee shall be
calculated as the Normal Form of Benefit and
shall equal his Accrued Benefit as of his
Early Retirement Date, reduced three percent
(3%) for each year benefits commence before
his Normal Retirement Age.
(D) Subject to the election provisions of
Article V of the Plan the following methods
of payment shall be available in lieu of
those provided in Section 5.6: (I) A life
annuity payable monthly in equal
installments during the lifetime of the
Participant or Inactive Participant, (II) a
joint and full survivor annuity payable to
the Participant or Inactive Participant
during his lifetime and thereafter in the
same monthly amount to his Beneficiary;
provided, that if both the Participant or
Inactive Participant and Beneficiary die
before 120 monthly installments have been
paid, the Actuarial Equivalent present value
of the remaining installments shall be paid
to the Participant's or Inactive
Participant's Beneficiary; 0lB a joint and
one-half survivor annuity payable to the
Participant or Inactive Participant during
his lifetime and thereafter in the same
monthly amount to his Beneficiary; (IV)
subject to the provisions of Article 15, any
other Actually Equivalent annuity with some
other death benefit; and (V) a single-sum
distribution of the Actuarial Equivalent of
his retirement benefit for a Former Security
Federal Employee who is at least Age 45 on
his Annuity Starting Date. The Actuarial
Equivalent factors for determining the
amount of all optional methods of payment
for Former Security Federal Employees shall
be as provided in the Appendix to this
Amendment.
(E) If a Former Security Federal Employee became
a member of the FIRF before July 1, 1983 and
retires on or after Age 55, he shall receive
a retirement adjustment payment in a single
sum equal to three (3) times his monthly
benefit amount, as determined and payable as
of his Annuity Starting Date, before
adjustment for any optional method of
payment.
C-13
(F) A Former Security Federal Employee who is
receiving retirement benefits and who has
attained Age 65 shall receive an annual
payment as of the end of each calendar year
equal to one percent (! %) of his annual
benefit multiplied by the number of years
from the calendar year in which the retiree
reached Age 65 to the current Plan Year at
the end of which such adjustment is payable.
No such payment shall be made after the
retiree's death; provided, that if he had
elected a contingent annuitant who is alive
on the later of (i) the date of the
retiree's death, or (ii) the date the
retiree would have attained Age 66, such
contingent annuitant shall be entitled to an
annual payment as of the end of each
calendar year equal to one percent (1%) of
the contingent annuitant's annual benefit
multiplied by the number of years from the
calendar year in which the retiree reached
Age 65 (or would have reached Age 65) to the
current Plan Year at the end of which such
adjustment is payable. Upon the contingent
annuitant's death, no further such payment
shall be made.
(G) The lump-sum Actuarial Equivalent of a
benefit with an Annuity Starting Date before
the date this Amendment is executed shall be
determined using the mortality table and
interest rate specified in the FIRF. The
lump-sum Actuarial Equivalent of a benefit
with an Annuity Starting Date after the date
this Amendment is executed shall be
determined using the mortality table and
interest rate specified in Section 2.4;
provided, that for the period beginning on
the date of execution and ending one year
later, the interest rate determination date
shall be the date under the provisions of
the Plan or the date under the provisions of
the FIRF, whichever produces the larger
distribution; and provided further, that the
lump sum shall not be less than the
actuarial equivalent of the Accrued Benefit
on the date of execution of this Amendment,
determined using an interest rate,
determined by reference to the last month of
each calendar quarter, equal to the average
of the 10- and 20-year U.S. Treasury bond
annual yields, as reported in the Federal
Reserve Statistical Release (G. 13), rounded
to the nearest 0.5 %, except that if the
annual yield of 20-year U.S. Treasury bonds
is not published, such rate shall be the
annual yield of 10-year U.S. Treasury bonds,
and the rate so determined shall be
applicable to distributions made in the
calendar quarter beginning three months
later.
(v) Wilkinson, Bulluck & Company. Wilkinson, Bulluck & Company
----------------------------
merged into the Employer on July 1, 1993. Consistent with the
general policies established in Section 17.1 of the Plan,
these Employees shall become Participants in this Plan on the
later of July 1, 1993 or the first Entry Date coincident with
or next following completion of the requirements of Section
3.1 (with retroactive service granted for such purpose).
(1) An employee of Wilkinson, Bulluck & Company who
became an Employee of the Employer as a result of the
merger of Wilkinson, Bulluck & Company on
C-14
July 1, 1993 shall begin to accrue Years of Credited
Service under the Plan on July 1, 1993 in accordance
with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of June 30, 1993, were
employees of Wilkinson, Bulluck & Company shall
include all Years of Continuous Service completed
since their date of employment with Wilkinson,
Bulluck & Company.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(w) Carolina Savings Bank. Carolina Savings Bank merged into the
---------------------
Employer on August 16, 1993. Effective August 16, 1993, all
Participants in the Carolina Savings Bank Pension Plan shall
become Participants in this Plan. Other employees of Carolina
Savings Bank shall become Participants in this Plan on the
later of September 1, 1993 or the first Entry Date coincident
with or next following completion of the requirements of
Section 3.1.
(1) Years of Credited Service for those Employees who, as
of August 16, 1993, were employees of Carolina
Savings Bank shall include all Years of Service
completed as of April 30, 1993 with Carolina Savings
Bank. In addition, Employees of Carolina Savings Bank
shall be given credit for a Year of Credited Service
for the 12-month period beginning May 1, 1993 and
ending April 30, 1994, if such Employee would have
completed 1,000 Hours of Service under the terms of
the Carolina Savings Bank Pension Plan in effect
prior to merger with this Plan. In addition, Years of
Credited Service will be based on the terms of this
Plan effective for the Plan Year beginning January 1,
1994.
(2) Years of Continuous Service for those Employees who,
as of August 16, 1993, were employees of Carolina
Savings Bank shall include all Years of Service
completed as of April 30, 1993 with Carolina Savings
Bank. In addition, Employees of Carolina Savings Bank
shall be given credit for a Year of Service for the
12-month period beginning-May 1, 1993 and ending
April 30, 1994, if such Employee would have completed
1,000 Hours of Service under the terms of the
Carolina Savings Bank Pension Plan in effect prior to
merger with this Plan. In addition, Years of
Continuous Service will be based on the terms of this
Plan effective for the Plan Year beginning January 1,
1994.
(3) The normal retirement benefit for non-highly
compensated Employees shall be the greater of the
normal retirement benefit calculated under the terms
of the Retirement Plan for the Employees of Branch
Banking and Trust Company or the normal retirement
benefit calculated under the terms of the Carolina
Savings Bank Pension Plan (including the right to a
lump sum payment). The normal retirement benefit for
"highly compensated employees" (as defined in Code
Section 414(q)) shall be calculated under the terms
of the Retirement Plan for the Employees of Branch
Banking and Trust Company but in no event shall the
benefit for such Employee be less than his benefit
calculated under the terms of
C-15
the Carolina Savings Bank Pension Plan (including the
right to a lump sum payment) on the later of August
16, 1993 or the date such employee is first
considered to be "highly compensated". Each
Participant will have a minimum lump sum calculated
as the present value of the Accrued Benefit (as of
August 16, 1993) under the Carolina Savings Bank
Pension Plan using the definition of Actuarial
Equivalent in effect for that plan on August 16,
1993.
(x) Edenton Savings and Loan Association. Edenton Savings and Loan
------------------------------------
Association merged into the Employer on September 1, 1993.
Consistent with the general policies established in Section
17.1 of the Plan, these Employees shall become Participants in
this Plan on the later of September 1, 1993 or the first Entry
Date coincident with or next following completion of the
requirements of Section 3.1 (with retroactive service granted
for such purpose).
(1) An employee of Edenton Savings and Loan Association
who became an Employee of the Employer as a result of
the merger of Edenton Savings and Loan Association on
September 1, 1993 shall begin to accrue Years of
Credited Service under the Plan on September 1, 1993
in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of August 31, 1993, were
employees of Edenton Savings and Loan Association
shall include all Years of Continuous Service
completed since their date of employment with Edenton
Savings and Loan Association.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(y) Ralph Carlton Insurance Agency. Ralph Carlton Insurance Agency
------------------------------
merged into the Employer on September 1, 1993. Consistent with
the general policies established in Section 17.1 of the Plan,
these Employees shall become Participants in this Plan on the
later of September 1, 1993 or the first Entry Date coincident
with or next following completion of the requirements of
Section 3.1 (with retroactive service granted for such
purpose).
(1) An employee of Ralph Carlton Insurance Agency who
became an Employee of the Employer as a result of the
merger of Ralph Carlton Insurance Agency on September
1, 1993 shall begin to accrue Years of Credited
Service under the Plan on September 1, 1993 in
accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of August 31, 1993, were
employees of Ralph Carlton Insurance Agency shall
include all Years of Continuous Service completed
since their date of employment with Ralph Carlton
Insurance Agency.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
C-16
(z) Wall Insurance Agency. Wall Insurance Agency merged into the
---------------------
Employer on October 1, 1993. Consistent with the general
policies established in Section 17.1 of the Plan, these
Employees shall become Participants in this Plan on the later
of October 1, 1993 or the first Entry Date coincident with or
next following completion of the requirements of Section 3.1
(with retroactive service granted for such purpose).
(1) An employee of Wall Insurance Agency who became an
Employee of the Employer as a result of the merger of
Wall Insurance Agency on October 1, 1993 shall begin
to accrue Years of Credited Service under the Plan on
October 1, 1993 in accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of September 30, 1993,
were employees of Wall Insurance Agency shall include
all Years of Continuous Service completed since their
date of employment with Wall Insurance Agency.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(aa) Old Stone Bank of North Carolina. Old Stone Bank of North
--------------------------------
Carolina merged into the Employer on January 1, 1994.
Consistent with the general policies established in Section
17.1 of the Plan, these Employees shall become Participants in
this Plan on the later of January 1, 1994 or the first Entry
Date coincident with or next following completion of the
requirements of Section 3.1 (with retroactive service granted
for such purpose).
(1) An employee of Old Stone Bank of North Carolina who
became an Employee of the Employer as a result of the
merger of Old Stone Bank of North Carolina on January
1, 1994 shall begin to accrue Years of Credited
Service under the Plan on January 1, 1994 in
accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of December 31, 1993,
were employees of Old Stone Bank of North Carolina
shall include all Years of Continuous Service
completed since their date of employment with Old
Stone Bank of North Carolina.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(bb) Citizens Savings Bank, SSB, Newton. Citizens Savings Bank,
----------------------------------
SSB, Newton merged into the Employer on June 1, 1994.
Consistent with the general policies established in Section
17.1 of the Plan, these Employees shall become Participants in
this Plan on the later of June 1, 1994 or the first Entry Date
coincident with or next following completion of the
requirements of Section 3.1 (with retroactive service granted
for such purpose).
(1) An employee of Citizens Savings Bank, SSB, Newton who
became an Employee of the Employer as a result of the
merger of Citizens Savings Bank, SSB,
C-17
Newton on June 1, 1994 shall begin to accrue Years of
Credited Service under the Plan on June 1, 1994 in
accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of May 31, 1994, were
employees of Citizens Savings Bank, SSB, Newton shall
include all Years of Continuous Service completed
since their date of employment with Citizens Savings
Bank, SSB, Newton.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(cc) Mutual Bank of Rockingham County, SSB. Mutual Savings Bank of
-------------------------------------
Rockingham County, SSB merged into the Employer during 1993.
These Employees shall become Participants in this Plan on the
later of July 1, 1994 or the first Entry Date coincident with
or next following completion of the requirements of Section
3.1 (with retroactive service granted for such purpose).
(1) Any "highly compensated employee" (as defined in Code
Section 414(q)) of the Employer who became an
Employee of the Employer as a result of the merger of
Mutual Savings Bank of Rockingham County, SSB during
1993 shall begin to accrue Years of Credited Service
under the Plan on July 1, 1994 in accordance with
Section 2.42.
(2) Years of Credited Service for any non-highly
compensated employee of the Employer who became an
Employee of the Employer as a result of the merger of
Mutual Savings Bank of Rockingham County, SSB during
1993 shall include all Years of Credited Service
completed since their date of employment with Mutual
Savings Bank of Rockingham County, SSB.
(3) For purposes of vesting, Years of Continuous Service
for those Employees who, immediately before the
merger, were employees of Mutual Savings Bank of
Rockingham County, SSB shall include all Years of
Continuous Service completed since their date of
employment with Mutual Savings Bank of Rockingham
County, SSB.
(4) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(dd) Citizens Savings Bank, SSB, Mooresville. Citizens Savings
---------------------------------------
Bank, SSB, Mooresville merged into the Employer during 1993.
These Employees shall become Participants in this Plan on the
later of July 1, 1994 or the first Entry Date coincident with
or next following completion of the requirements of Section
3.1 (with retroactive service granted for such purpose).
(1) Years of Credited Service for an employee of Citizens
Savings Bank, SSB, Mooresville who became an Employee
of the Employer as a result of the merger of Citizens
Savings Bank, SSB, Mooresville during 1993 shall
include all Years
C-18
of Credited Service completed since their date of
employment with Citizens Savings Bank, SSB,
Mooresville.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, immediately before the
merger, were employees of Citizens Savings Bank, SSB,
Mooresville shall include all Years of Continuous
Service completed since their date of employment with
Citizens Savings Bank, SSB, Mooresville.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(ee) Cummings LeGrande Insurance Agency. Cummings LeGrande
----------------------------------
Insurance Agency merged into the Employer on July 1, 1994.
Consistent with the general policies established in Section
17.1 of the Plan, these Employees shall become Participants in
this Plan on the later of July 1, 1994 or the first Entry Date
coincident with or next following completion of the
requirements of Section 3.1 (with retroactive service granted
for such purpose).
(1) An employee of Cummings LeGrande Insurance Agency who
became an Employee of the Employer as a result of the
merger of Cummings LeGrande Insurance Agency on July
1, 1994 shall begin to accrue Years of Credited
Service under the Plan on July 1, 1994 in accordance
with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of June 30, 1994, were
employees of Cummings LeGrande Insurance Agency shall
include all Years of Continuous Service completed
since their date of employment with Cummings LeGrande
Insurance Agency.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.1.
(ff) Lexington State Bank. The Lexington State Bank Pension Plan
--------------------
merged into this Plan on December 31, 1994. Consistent with
the general policies established in Section 17.1 above, these
Employees shall become Participants in this Plan on the later
of December 31, 1994 or the first Entry Date coincident with
or next following completion of the requirements of Section
3.1 (with retroactive service granted for such purpose).
(1) An employee of Lexington State Bank who became an
Employee of the Employer as a result of the merger of
Lexington State Bank shall begin to accrue Years of
Credited Service under the Plan on January 1, 1995 in
accordance with Section 2.42.
(2) For purposes of vesting, Years of Continuous Service
for those Employees who, as of December 31, 1994,
were employees of Lexington State Bank shall include
all Years of Continuous Service completed since their
date of employment with Lexington State Bank.
(3) The normal retirement benefit for such Employees
shall be determined
C-19
according to Section 5.1.
(4) The monthly normal retirement benefit of a former
employee of Lexington State Bank who became an
Employee of the Employer as a result of the
acquisition of the Employee's place of employment by
the Employer, shall equal the sum of subsection
5.1(a) or subsection 5.1(b) of this Plan, whichever
is applicable, and the benefit, if any, the Employee
had accrued under The Lexington State Bank Pension
Plan and Trust Agreement as of December 31, 1994.
(5) Participants who were at least partially vested under
the terms of The Lexington State Bank Pension Plan as
of December 31, 1994 shall be subject to the
following vesting schedule:
Number of Years
of Continuous Service Percentage
--------------------- ----------
Less than 3 0%
3 20%
4 40%
5 100%
All other Participants shall be subject to the
vesting schedule contained in Section 6.1 of the
Plan.
C-20
EXHIBIT D
SPECIAL PROVISIONS OF MERGING COMPANIES PRIOR
TO JANUARY 1, 1996 UNDER
THE SOUTHERN NATIONAL PREDECESSOR PLAN
The following is a summary of the special rules that apply to
certain participants in the plan who were employees of a company or business
that was merged into or acquired by the Company or one of its affiliates prior
to January 1, 1996. Unless otherwise indicated by the context, all defined terms
used herein shall have the meanings assigned to them in the Southern National
predecessor plan and all Section references shall be to the Southern National
predecessor plan.
(a) The Bank of Charlotte merged into the Employer on January 1,
1970. Permanent full-time salaried employees of the Bank of
Charlotte on July 31, 1970 shall become participants in this
Plan on January 1, 1970.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of July 31, 1970,
were permanent full-time salaried employees of the
Bank of Charlotte and who continue as an Employee of
the Employer for a period of one year thereafter,
shall include all Years of Benefit Service completed
since their date of employment with the Bank of
Charlotte (but not to exceed 20 years as of January
1, 1970).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of July 31, 1970, were
permanent full-time salaried employees of the Bank of
Charlotte and who continue as an Employee of the
Employer for a period of one year thereafter, shall
include all Years of Vesting Service completed since
their date of employment with the Bank of Charlotte
(but not to exceed ten years as of August.3, 1970).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(b) Lafayette Bank merged into the Employer on April 1, 1977.
Employees of Lafayette Bank shall become participants in this
Plan following completion of the requirements of Section 2.01.
(1) For purposes of benefit accrual, Employees of
Lafayette Bank shall begin to accrue Years of Benefit
Service under this Plan on April 1, 1977.
(2) For purposes of vesting, Employees of Lafayette Bank
shall begin to accrue Years of Vesting Service under
this Plan on April 1, 1977.
(3) The normal retirement benefit for such Employees
shall be determined
D-1
according to Section 5.01.
(c) NCNB (Goldsboro Office) merged into the Employer on March 1,
1979. Employees of NCNB (Goldsboro Office) shall become
participants in this Plan following completion of the
requirements of Section 2.01.
(1) For purposes of benefit accrual, Employees of NCNB
(Goldsboro Office) shall begin to accrue Years of
Benefit Service under this Plan on March 1, 1979.
(2) For purposes of vesting, Employees of NCNB (Goldsboro
Office) shall begin to accrue Years of Vesting
Service under this Plan on March 1, 1979.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(d) Carolina State Bank merged into the Employer on October 1,
1979. Employees of Carolina State Bank shall become
participants in this Plan on October 1, 1979.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of October 1,
1979, were employees of Carolina State Bank, shall
include all Years of Benefit Service completed since
their date of employment with Carolina State Bank
(but not to exceed 20 years as of October 1, 1979).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of October 1, 1979, were
employees of Carolina State Bank, shall include all
Years of Vesting Service completed since their date
of employment with Carolina State Bank (but not to
exceed 20 years as of October 1, 1979).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(e) Forsyth Bank and Trust Company merged into the Employer on
March 30, 1982. Employees of Forsyth Bank and Trust Company
shall become participants in this Plan on March 30, 1982.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 30,
1982, were employees of Forsyth Bank and Trust
Company, shall include all Years of Benefit Service
completed since their date of employment with Forsyth
Bank and Trust Company (but not to exceed 20 years as
of March 30, 1982).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 30, 1982, were
employees of Forsyth Bank and Trust Company, shall
D-2
include all Years of Vesting Service completed since
their date of employment with Forsyth Rank and Trust
Company (but not to exceed 20 years as of March 30,
1982).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or,
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(f) Community Bank of Carolina merged into the Employer on March
30, 1984. Employees of Community Bank of Carolina shall become
participants in this Plan on March 30, 1984.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 30,
1984, were employees of Community Bank of Carolina,
shall include all Years of Benefit Service completed
since their date of employment with Community Bank of
Carolina (but not to exceed 20 years as of March 30,
1984).
(2) For purposes of vesting, Years of Vesting Service for
those. Employees who, as of March 30, 1984 were
employees of Community Bank of Carolina, shall
include all Years of Vesting Service completed since
their date of employment with Community Bank of
Carolina (but not to exceed 20 years as of March 30,
1984).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(g) First National Bank of Anson County merged into the Employer
on March 30, 1984. Employees of First National Bank of Anson
County shall become participants in this Plan on March 30,
1984.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 30,
1984, were employees of First National Bank of Anson
County, shall include all Years of Benefit Service
completed since their date of employment with First
National Bank of Arson County (but not to exceed four
years as of March 30, 1984).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 30, 1984, were
employees of First National Bank of Anson County,
shall include all Years of Vesting Service completed
since their date of
D-3
employment with First National Bank of Anson County
(but not to exceed four years as of March 30, 1984).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(h) Cherryville National Bank merged into the Employer on March
30, 1984. Employees of Cherryville National Bank shall become
participants in this Plan on March 30, 1984.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 30,
1984, were employees of Cherryville National Bank,
shall include all Years of Benefit Service completed
since their date of employment with Cherryville
National Bank (but not to exceed one year as of March
30, 1984).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 30, 1984, were
employees of Cherryville National Bank, shall include
all Years of Vesting Service completed since their
date of employment with Cherryville National Bank
(but not to exceed one year as of March 30, 1984).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(i) First Union National Bank (Hickory and Statesville offices)
merged into the Employer on March 10, 1986. Employees of First
Union National Bank (Hickory and Statesville offices) shall
become participants in this Plan on March 10, 1986.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 10,
1986, were employees of First Union National Bank
(Hickory and Statesville offices), shall include all
Years of Benefit Service completed since their date
of employment with First Union National Bank.
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 10, 1986, were
employees of First Union National Bank (Hickory and
Statesville offices), shall include all Years of
Vesting Service completed since their date of
employment with First Union National Bank.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
D-4
(j) Horry County National Bank merged into the Employer on March
31, 1986. Employees of Horry County National Bank shall become
participants in this Plan on March 31, 1986.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of March 31,
1986, were employees of Horry County National Bank,
shall include all Years of Benefit Service completed
since their date of employment with Horry County
National Bank (but not to exceed 20 years as of March
31, 1986).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 31, 1986 were
employees of Horry County National Bank, shall
include all Years of Vesting Service completed since
their date of employment with Horry County National
Bank (but not to exceed 20 years as of March 31,
1986).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(k) Capital Bank and Trust merged into the Employer on December
31, 1986. Employees of Capital Bank and Trust shall become
participants in this Plan on December 31, 1986.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of December 31,
1986, were employees of Capital Bank and Trust, shall
include all Years of Benefit Service completed since
their date of employment with Capital Bank and Trust
(but not to exceed 20 years as of December 31, 1986).
(2) Far purposes of vesting, Years of Vesting Service for
those Employees who, as of December 31, 1986, were
employees of Capital Bank and Trust, shall include
all Years of Vesting Service completed since their
date of employment with Capital Bank and Trust (but
not to exceed 20 years as of December 31, 1986).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
D-5
(l) First Palmetto State Bank merged into the Employer on December
31, 1986. Employees of First Palmetto State Bank shall become
participants in this Plan on December 31, 1986.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of December 31,
1986, were employees of First Palmetto State Bank,
shall include all Years of Benefit Service completed
since their date of employment with First Palmetto
State Bank (but not to exceed 20 years as of December
31, 1986).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of December 31, 1986, were
employees of First Palmetto State Bank, shall include
all Years of Vesting Service completed since their
date of employment with First Palmetto State Bank
(but not to exceed 20 years as of December 31, 1986).
Provided further that beginning January 1, 1991 and
thereafter, far Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(m) Liberty National Bank merged into the Employer on July 1,
1987. Employees of Liberty National Bank shall become
participants in this Plan following completion of the
requirements of Section 2.01.
(1) For purposes of benefit accrual, Employees of Liberty
National Bank shall begin to accrue Years of Benefit
Service under this Plan on July 1, 1987.
(2) For purposes of vesting, Employees of Liberty
National Bank shall begin to accrue Years of Vesting
Service under this Plan on July 1, 1987.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(n) Union National Bank merged into the Employer on October 31,
1987. Employees of Union National Bank shall become
participants in this Plan on October 31, 1987.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of October 31,
1987, were employees of Union National Bank, shall
include all Years of Benefit Service completed since
their date of employment with Union National Bank.
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of October 31, 1987, were
employees of Union National Bank, shall include all
D-6
Years of Vesting Service completed since their date
of employment with Union National Bank.
(3) Employees who, as of December 31, 1987, were
employees of Union National Bank and had five or more
Years of Vesting Service, will be eligible for early
retirement upon attainment of age 55 regardless of
their Years of Vesting Service if they are still
employed at that time.
(4) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(o) Western Carolina Savings and Loan merged into the Employer on
August 31, 1990. Employees of Western Carolina Savings and
Loan shall become participants in this Plan on August 31,
1990.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of August 31,
1990, were employees of Western Carolina Savings and
Loan, shall include all Years of Benefit Service
completed since their date of employment with Western
Carolina Savings and Loan (but not to exceed ten
years as of August 31, 1990).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of August 31, 1990, were
employees of Western Carolina Savings and Loan, shall
include all Years of Vesting Service completed since
their date of employment with Western Carolina
Savings and Loan (but not exceed ten years as of
August 31, 1990).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(4) Former employees of Western Carolina Savings and Loan
shall be subject to the following vesting schedule:
Years of Vesting Service Percentage
------------------------ ----------
Less than 2 years 0%
2 years 20%
3 years 40%
4 years 60%
5 years or more 100%
(5) A former employee of Western Carolina Savings and
Loan may elect the actuarial equivalent of his
accrued benefit as of August 31, 1990 determined
D-7
under the terms of the Western Carolina Savings and
Loan Pension Plan in a lump sum payment (using the
actuarial equivalence factors provided under the
Western Carolina Savings and Loan Pension Plan as in
effect on August 31, 1990).
The difference between his total accrued benefit
under this Plan and his accrued benefit as of August
31, 1990 shall be paid in accordance with Section 5.6
of this Plan.
(p) Mutual Federal Savings and Loan Association, Inc. merged into
the Employer on September 30, 1990. Employees of Mutual
Federal Savings and Loan Association, Inc. shall become
participants in this Plan on September 30, 1990.
(1) For purposes of benefit accrual, Years of Benefit
Service for those Employees who, as of September 30,
1990, were employees of Mutual Federal Savings and
Loan Association, Inc., shall include all Years of
Benefit Service completed since their date of
employment with Mutual Federal Savings and Loan
Association, Inc. (but not to exceed seven years as
of September 30, 1990).
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of September 30, 1990, were
employees of Mutual Federal Savings and Loan
Association, Inc., shall include all Years of Vesting
Service completed since their date of employment with
Mutual Federal Savings and Loan Association, Inc.
(but not exceed seven years as of September 30,
1990).
Provided further that beginning January 1, 1991 and
thereafter, for Employees still in service on or
after that date, no maximum shall be applied to the
Years of Vesting Service credited for any purpose
under the Plan.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(4) Former employees of Mutual Federal Savings and Loan
Association, Inc. shall be subject to the following
vesting schedule:
Years of Vesting Service Percentage
------------------------ ----------
Less than 2 years 0%
2 years 20%
3 years 40%
4 years 60%
5 years or more 100%
(5) A former employee of Mutual Federal Savings and Loan
Association, Inc. may elect the actuarial equivalent
of his accrued benefit as of September 30, 1990
determined under the terms of the Mutual Federal
Savings and Loan Association, Inc. Pension Plan in a
lump sum payment (using the actuarial
D-8
equivalence factors provided under the Mutual Federal
Savings and Loan Association, Inc. Pension Plan as in
effect on September 30, 1990).
The difference between his total accrued benefit
under this Plan and his accrued benefit as of
September 30, 1990 shall be paid in accordance with
Section 5.6 of this Plan.
(q) Workman's Federal Savings Bank merged into the Employer on
March 20, 1992. Employees of Workman's Federal Savings Bank
shall become participants in this Plan on July 1, 1992.
(1) For purposes of benefit accrual, Employees of
Workman's Federal Savings Bank shall begin to accrue
Years of Benefit Service under this Plan on July 1,
1992.
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of March 20, 1992, were
employees of Workman's Federal Savings Bank shall
include all Years of Vesting Service completed since
their date of employment with Workman's Federal
Savings Bank.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(4) Former employees of Workman's Federal Savings Bank
shall be subject to the following vesting schedule:
Years of Vesting Service Percentage
------------------------ ----------
Less than 2 years 0%
2 years 20%
3 years 40%
4 years 60%
5 years or more 100%
(5) A former employee of Workman's Federal Savings Bank
may elect the actuarial equivalent of his accrued
benefit as of June 30, 1992 determined under the
terms of the Workman's Federal Savings Bank Pension
Plan in a lump sum payment (using the actuarial
equivalence factors provided under the Workman's
Federal Savings Bank Pension Plan as in effect on
June 30, 1992).
The difference between his total accrued benefit
under this Plan and his accrued benefit as of June
30, 1992 shall be paid in accordance with Section 5.6
of this Plan.
(r) FedFirst Bancshares, Inc. merged into the Employer on January
29, 1993. Employees of FedFirst Bancshares, Inc. shall become
participants in this Plan following completion of the
requirements of Section 2.01.
D-9
(1) For purposes of benefit accrual, Employees of
FedFirst Bancshares, Inc. shall begin to accrue Years
of Benefit Service under this Plan on January 29,
1993.
(2) For purposes of vesting, Employees of FedFirst
Bancshares, Inc. shall begin to accrue Years of
Vesting Service under this Plan on January 29, 1993.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(s) Home Federal Savings Bank, FSB merged into the Employer on
February 24, 1994. Employees of Home Federal Savings Bank, FSB
shall become participants in this Plan following completion of
the requirements of Section 2.01.
(1) For purposes of benefit accrual, Employees of Home
Federal Savings Bank, FSB shall begin to accrue Years
of Benefit Service under this Plan on February 24,
1994.
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of February 2.4, 1994, were
employees of Home Federal Savings Bank, FSB shall
include all Years of Vesting Service completed since
their date of employment with Home Federal Savings
Bank, FSB.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
(t) Regency Bancshares, Inc. merged into the Employer on January
31, 1994. Employees of Regency Bancshares, Inc. shall become
participants in this Plan following completion of the
requirements of Section 2.01.
(1) For purposes of benefit accrual, Employees of Regency
Bancshares, Inc. shall begin to accrue Years of
Benefit Service under this Plan on January 31, 1994.
(2) For purposes of vesting, Years of Vesting Service for
those Employees who, as of January 31, 1994, were
employees of Regency Bancshares, Inc., shall include
all Years of Vesting Service completed since their
date of employment with Regency Banc-shares, Inc.
(3) The normal retirement benefit for such Employees
shall be determined according to Section 5.01.
D-10
SPECIAL PROVISIONS APPLICABLE TO
CERTAIN FORMER EAST COAST EMPLOYEES
-----------------------------------
1. Applicability and Scope
-----------------------
(a) The provisions of pages D-12, D-13 and D-14 of this Exhibit D apply
in addition to the other terms of the Southern National Retirement Plan (the
"Plan"). Any situation not addressed by the provisions of this Exhibit D are
controlled by the general terms of the Plan.
(b) The provisions of pages D-12, D-13 and D-14 of this Exhibit D apply
to East Coast Affected Participants and other former East Coast employees.
(c) Except as provided in 3(a), (f) or (h), the provisions of pages D-12,
D-13 and D-14 of this Exhibit D apply only with respect to the East Coast
Amount.
2. Definitions
-----------
For purposes of pages D-12, D-13 and D-14 of this Exhibit D, any term
defined below has the indicated meaning. Any term used in pages D-12, D-13 and
D-14 of this Exhibit D that is not defined below has the meaning set forth in
the Plan.
(a) East Coast Affected Participant means any participant who was a
-------------------------------
participant in, and had an accrued benefit under, the East Coast Plan on October
7, 1993, and whose accrued benefit, as defined under the East Coast Plan, and
the assets and liabilities relating thereto, were transferred to the Plan as of
December 31, 1993.
(b) East Coast means East Coast Savings Bank, SSB and its affiliates.
----------
(c) East Coast Amount means with respect to each East Coast Affected
-----------------
Participant, such East Coast Affected Participant's accrued benefit, as defined
under the East Coast Plan, transferred to the Plan from the East Coast Plan as
of December 31, 1993.
(d) East Coast Plan means the East Coast Federal Savings Bank Employees'
---------------
Pension Plan, as amended through December 31, 1993.
3. Special Provisions
------------------
(a) Eligibility. Each employee of East Coast on October 7, 1993,
-----------
employed by an Employer on October 8, 1993, shall become a Participant in the
Plan an October 8, 1993, if they are otherwise eligible, taking into account
their service with East Coast. Persons employed by East Coast on October 7,
1993, who were not participants in the East Coast Plan on such date, and who
were employed by an Employer on October 8, 1993, shall be eligible to
participate in the Plan as of the entry date coincident with or next following
completion of one year of Eligibility Service, as defined in the Plan, taking
into account their service with East Coast.
(b) Normal Retirement Date. Without regard to section 1.24, Normal
----------------------
Retirement Date for East Coast Affected Participants shall mean the earlier of
(i) an East Coast Affected Participant's 65th
D-11
birthday, or (ii) the date an East Coast Affected Participant has attained age
62 and completed 30 Years of Service.
(c) Disability. Without regard to Sections 4.08, Disability Conditions and
----------
5.07, Disability, East Coast Affected Participants who terminate employment with
an Employer prior to their Normal Retirement Date because of a "disability"
shall be entitled to receive their accrued benefit under the East Coast Plan,
determined as of October 7, 1993, as of their termination of employment reduced
for early commencement in the following manner: by 1/180 for each of the first
60 months and 1/360 for each of the next 60 months by which the starting date of
the benefit precedes their Normal Retirement Date and reduced actuarially in
accordance with Plan Section 5.03 for each additional month by which the
commencement of the East Coast Affected Participant's benefit commencement date
precedes such Participant's Normal Retirement Date. In addition, the East Coast
Affected Participant will be 100 percent vested in his or her accrued benefit
under the East Coast Plan, determined as of October 7, 1993, upon such
termination. "Disability" for purposes of this paragraph shall mean: (i) a
condition that qualifies an East Coast Affected Participant for disability
benefits sponsored by the Employer under an insured disability income plan, or
(ii) if no such benefits are provided, then a condition resulting from a
physical or mental impairment that renders an East Coast Affected Participant
unable to engage in any substantial gainful occupation, which on the basis of
competent medical opinion satisfactory to the Committee, meets the following
requirements: (i) the East Coast Affected Participant has become totally
disabled by bodily injury, disease or mental disorder and is unable to perform
any and every duty of any gainful occupation for which he or she is reasonably
fitted by training, education, or experience; and (ii) such disability has
continued for a period of six consecutive months and will likely be permanent
and continuous for the remainder of the East Coast Affected Participant's
lifetime. However, no East Coast Affected Participant shall be deemed to have a
"Disability" if such disability results from chronic alcoholism, addiction to
narcotics, injury, or injury incurred while engaging in any illegal or felonious
enterprise, intentionally self-inflicted injury, or injury incurred while
serving in the armed forces of any country. The Employer may require proof of
continued Disability from time to time, but not more frequently than once in any
six-month period.
(d) In service distributions. East Coast Affected Participants are not
------------------------
required to separate from service in order to begin receiving benefits on or
after their Normal Retirement Dates. An East Coast Affected Participant may
elect to begin receiving his or her accrued benefit on the first day of any
month on or after the East Coast Affected Participant's Normal Retirement Date.
On the actual retirement of an East Coast Affected Participant who has not
elected to commence receiving benefits on or after his or her Normal Retirement
Date, such Participant will be entitled to a distribution of any benefit accrued
under the Plan.
(e) Optional forms of payment of retirement benefits. Each East Coast
------------------------------------------------
Affected Participant who is entitled to a retirement benefit, or who is a
Terminated Vested Participant whose accrued benefit and related assets have been
transferred to the Plan, shall, in addition to the right to have such benefit
distributed under the optional forms available under the Plan, have the right to
receive the Actuarial Equivalent of the East Coast Amount payable in the form
of:
(1) A life annuity providing for 180 or 240 minimum guaranteed
monthly payment.
(2) With appropriate consents and elections, a lump sum payment of
the Actuarial Equivalent of a Participant's retirement benefit, if the
amount is less than $12,000. Furthermore,
D-12
if the lump sum value exceeds $ 3,500, the Participant must be offered an
immediately payable Qualified Joint and Survivor Annuity before the lump
sum may be paid.
(f) Past service credit. Each former East Coast employee shall receive
-------------------
credit for all service with East Coast through October 7, 1993, recognized for
the applicable purpose (other than benefit accrual purposes) under the East
Coast Plan through October 7, 1993, to the extent such service would have been
taken into account under the Plan if it were service with an Employer, including
but not limited to Early Retirement and Disability.
(g) Vesting. Further, each East Coast Affected Participant in the employ
-------
of East Coast or any subsidiary or affiliate thereof on July 1, 1993, who
remained in the employ of such entities thereafter will be entitled to one-
twelfth of a year of credited service under the Plan for each full or partial
month of service completed from July 1 through December 31, 1993, the date
benefit accruals were discontinued under the East Coast Plan. In the case of the
short East Coast Plan Year ending December 31, 1993, an East Coast Affected
Participant who was credited with 1,000 hours of service in the 12-consecutive
month period ending on that date shall be credited with a year of service for
vesting purposes under the Plan.
(h) Benefit accruals. The benefit of a former East Coast employee who was
----------------
employed by East Coast on October 7, 1993, and who is employed by Southern
National Bank of North Carolina or an affiliate of Southern National Corporation
(collectively "SNC") on October 8, 1993, and becomes a Participant hereunder on
October 8, 1993, or the date such person first satisfies the Plan's eligibility
requirements taking into account the person's East Coast service, shall be the
sum of the person's East Coast Amount, plus benefits accrued under the Plan for
service on or after October 8, 1993.
(i) Vested Accrued Benefits and benefits in pay status. The vested accrued
--------------------------------------------------
benefits and benefits in pay status of former participants in the East Coast
Plan who do not become eligible to actively participate in the Plan shall be
held under and paid from the Plan in accordance with the elected distribution
form.
D-13
SPECIAL PROVISIONS APPLICABLE TO
FORMER FSB EMPLOYEES
--------------------
1. Applicability and Scope
-----------------------
(a) The provisions of pages D-15, D-16 and D-17 this Exhibit D apply in
addition to the other terms of the Southern National Retirement Plan (the
"Plan"), of which this Exhibit D is a part. Any situation not addressed by the
provisions of this Exhibit D are controlled by the general terms of the Plan.
(b) The provisions of pages D-15, D-16 and D-17 this Exhibit D apply only
to FSB Affected Participants and other former FSB employees.
(c) Except as provided in 3(a), (f) or (h), the provisions of pages D-15,
D-16 and D-17 of this Exhibit D apply only with respect to the FSB Amount.
2. Definitions
-----------
For purposes of pages D-15, D-16 and D-17 of this Exhibit D, any term
defined below will have the indicated meaning. Any term used in pages D-15, D-16
and D-17 of this Exhibit D that is not defined below has the meaning set forth
in the Plan.
(a) FSB Affected Participant means any participant who was a participant
------------------------
in the FSB Plan on January 28, 1994 who had an accrued benefit under the FSB
Plan as of December 31, 1993, and whose accrued benefit, as defined under the
FSB Plan, and the assets and liability relating thereto, were transferred to the
Plan.
(b) FSB means The First Savings Bank, FSB and its affiliates.
---
(c) FSB Amount means with respect to each FSB Affected Participant, such
----------
FSB Affected Participant's accrued benefit, as defined under the FSB Plan, as of
December 31, 1993, and transferred to the Plan.
(d) FSB Plan means The First Savings Bank, FSB Pension Plan and Trust
--------
Agreement, as amended through January 1, 1994.
3. Special Provisions
------------------
(a) Eligibility. Each employee of FSB on January 28, 1994, employed by an
-----------
Employer on January 29, 1994, shall become a Participant in the Plan on January
29, 1994, if he or she is otherwise eligible, taking into account his or her
service with FSB. Persons employed by FSB on January 28, 1994, who were not
participants in the FSB Plan on such date, and who were employed by an Employer
on January 29, 1994, shall be eligible to participate in the Plan as of the
entry date coincident with or next following the completion of one year of
Eligibility Service, as defined in the Plan, taking into account such
individual's service with FSB.
(b) Early Retirement Date. Without regard to Sections 4.04, early
---------------------
Retirement Conditions
D-14
and 5.03, Early Retirement Benefit, FSB Affected Participants shall be eligible
to retire on the first day of any month which is coincident with or following
the date that the FSB Affected Participant has attained age 50 and completed 10
years of Vesting Service and to commence receiving their FSB Amount. The FSB
Amount due at early retirement shall be equal to the FSB Affected Participant's
fully vested, Accrued Benefit at the time of such early retirement reduced by
1/15 for each of the first five years and 1/30 for each of the next five years
by which the commencement date precedes such FSB Affected Participant's Normal
Retirement Date, and actuarially reduced for each additional year by which such
FSB Affected Participant's Early Retirement Date precedes the FSB Affected
Participant's Normal Retirement Date.
(c) Disability. Without regard to Sections 4.08, Disability Conditions and
----------
5.07, Disability, FSB Affected Participants who terminate employment with an
Employer prior to their Normal Retirement Date because of a "disability" shall
be fully vested in and entitled to receive their FSB Amount, as of their
termination of employment, actuarially reduced for early commencement and
calculated in the same manner as early retirement as described in (b) above.
"Disability" for this purpose shall mean total and permanent physical or mental
incapacity of a FSB Affected Participant to perform the duties of his or her
employment with an Employer, unless such physical or mental incapacity occurs as
a result of a willful act or gross negligence of the FSB Affected Participant.
Such incapacity shall be established by examination by a medical doctor selected
or approved by the Committee.
(d) In service distributions. FSB Affected Participants are not required
------------------------
to separate from service in order to begin receiving Normal Retirement Benefits
or Delayed Retirement Benefits. A FSB Affected Participant may elect to begin
receiving his or her FSB Amount at the FSB Affected Participant's Normal
Retirement Date although the FSB Affected Participant continues in the employ of
the Employer beyond such date. At the FSB Affected Participant's actual
retirement date under the Plan, a FSB Affected Participant who elected to start
receiving his or her FSB Amount shall be entitled to a distribution of any
additional benefits accrued under the Plan.
(e) Optional forms of payment of retirement benefits. Each FSB Affected
------------------------------------------------
Participant who is entitled to a retirement benefit, or who is a Terminated
Vested Participant whose accrued benefit and related assets have been
transferred to the Plan, shall, in addition to the right to have such benefit
distributed under the optional form available under the Plan, have the right to
receive the Actuarial Equivalent of his or her FSB Amount in the form of:
(1) A single annuity for the Participant's life. Upon the
Participant's death, his or her Beneficiary shall be entitled to a cash
refund equal to the excess, if any, of the actuarially equivalent value of
a single lump sum payment as of the date payments began less the total of
all benefits which have been paid to the Participant at the time of his or
her death.
(2) A joint and 50 percent survivor annuity with 120 monthly payments
guaranteed.
(3) A joint and 100 percent survivor annuity with 120 monthly
payments guaranteed.
(4) A single lump sum payment if the FSB Affected Participant was
initially hired by FSB on or before January 1, 1987.
D-15
(5) A single lump sum payment if the FSB Affected Participant was
initially hired by FSB after January 1, 1987 and the lump sum payment is
$10,000 or less.
Notwithstanding the above, the $10,000 limitation in the preceding
paragraph shall not apply in the case of a FSB Affected Participant who
elects to participate in the Special Early Retirement Window described in
Plan Section 5.03(b) (the "Window").
(f) Past service credit. Each former FSB employee shall receive credit for
-------------------
all service with FSB through January 28, 1994, recognized for the applicable
purpose (other than benefit accrual purposes) under the FSB Plan through January
28, 1994, to the extent such service would have been taken into account under
the Plan if it were service with an Employer, including but not limited to Early
Retirement and Disability.
(g) Benefit Accruals
(1) The benefit of a former FSB employee who was employed by FSB on
January 28, 1994, and who is employed by Southern National Bank of South
Carolina or an affiliate of Southern National Corporation (collectively
"SNC") on January 29, 1994, and who becomes a Participant hereunder on
January 29, 1994, or the date such person first satisfies the Plan's
eligibility requirements taking into account the person's FSB service,
shall be the sum of such person's FSB Amount, plus benefits accrued under
the Plan for service after December 31, 1993.
(2) Each former FSB employee who was employed by FSB on January 28,
1994, and who was employed by SNC on January 29, 1994, shall, in addition
to receiving credit for all service with FSB recognized under the FSB Plan
for eligibility, vesting and other non-benefit accrual purposes under the
Plan, be entitled to benefit accrual service under the Plan for their
service with FSB on or after January 1, 1994.
(3) Each former FSB employee who continues his or her employment
after January 29, 1994, at the request of SNC but whose employment will be
terminated on or after January 29, 1994, in conjunction with the
acquisition of FSB by Southern National Corporation, effective January 28,
1994, and who is eligible to receive special severance benefits as a result
thereof shall be eligible to receive one-twelfth of a year of credited
service for benefit accrual purposes under the Plan for each full or
partial calendar month such employee works for SNC after January 1, 1994,
or receives severance payments under the special severance arrangement with
SNC.
(h) Vested Accrued Benefits and benefits in pay status. Vested accrued
--------------------------------------------------
benefits and benefits in pay status of former participants in the FSB Plan who
do not become eligible to actively participate in the Plan shall be held under
and paid from the Plan in accordance with the elected form of distribution and
in accordance with the terms of the Plan, as amended by this Exhibit.
D-16
EXHIBIT E
SPECIAL PROVISIONS OF MERGING
COMPANIES AFTER JANUARY 1, 1996 AND PRIOR TO JANUARY 1, 2001
The following is a summary of the special rules that apply to certain
participants in the plan who were employees of a company or business that was
merged into or acquired by the Company or one of its affiliates on or after
January 1, 1996 and prior to January 1, 2001. Unless otherwise indicated by the
context, all defined terms used herein shall have the meanings assigned to them
in the BB&T Corporation Pension Plan as amended and restated as of January 1,
1996 and all Section references shall be to such Plan.
(a) United Carolina Bancshares Corporation. United Carolina
---------------------------------------
Bancshares Corporation ("UCB") was acquired by BB&T
Corporation on July 1, 1997 (the "Bank Merger"). As a result
of the Bank Merger, BB&T Corporation became the sponsor of the
Pension Plan for the Employees of United Carolina Bancshares
Corporation (the "UCB Plan"). To create a single pension plan
for the benefit of the eligible employees of BB&T Corporation
and its affiliates, the UCB Plan was merged into the Plan
effective as of December 31, 1997. The transferred UCB Plan
assets will be used along with other Plan assets to fund the
benefits provided under the Plan, including benefit
obligations of the UCB Plan assumed by the Plan as a result of
the merger. Effective as of January 1, 1998, each employee of
UCB as of December 31, 1997 ("Former UCB Employee") shall
become a Participant in the Plan, subject to the provisions of
Section 3.1 and further subject to the following provisions:
(1) A Former UCB Employee shall receive credit for
Qualifying Years of Service and Years of Service for
vesting purposes under the Plan, including his years
of eligibility service and years of vesting service
determined under the UCB Plan as in effect on
December 31, 1997. A Former UCB Employee shall
receive credit for Years of Service for benefit
accrual under Section 2.43 of the Plan beginning
January 1, 1998.
(2) The normal retirement benefit for a Former UCB
Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of the
Plan, and (B) the normal retirement benefit
determined under the terms of the UCB Plan as of
December 31, 1997.
(3) A former Richmond County Bank Profit Sharing Plan
participant (a "Former Richmond Participant") shall
be fully vested in his account balance under the
Richmond County Bank Profit Sharing Plan as of
December 31, 1983, which shall be credited with
interest until the date on which it becomes payable
under the Plan at the interest rate being used by the
Plan from time to time for actuarial funding purposes
(the "Account"). Benefits payable with respect to a
Former Richmond Participant shall be determined as
follows:
E-1
(A) If a Former Richmond Participant terminates
employment and becomes entitled to payment
of benefits under the Plan, the present
value of such benefits shall be determined
and compared with the amount in his Account.
Benefits shall be payable as follows:
(I) If the value of the Account is
greater than the present value of
the benefits, then the Former
Richmond Participant shall be
entitled to receive the value of the
Account. The Former Richmond
Participant may elect, subject to
the appropriate spousal waiver, that
the value of his Account be paid to
him as a lump sum distribution as
soon as practicable after he becomes
entitled to payment, and such
payment shall be in full
satisfaction of the Former Richmond
Participant's rights under the Plan.
If the Former Richmond Participant
elects, subject to the appropriate
spousal waiver, to receive his
benefits as a lump sum and is later
rehired, any benefits thereafter
payable to such Former Richmond
Participant under the Plan shall not
include any Years of Service prior
to his date of termination, subject
to the Break in Service rules
provided herein. If the Former
Richmond Participant does not elect,
subject to the appropriate spousal
waiver, to have his benefits paid as
a lump sum, his benefits will be
paid to him in the form and at the
time provided in Article 5 of the
Plan.
(II) If the present value of his benefits
under the Plan is greater than his
Account, then the Former Richmond
Participant shall have the right to
elect, subject to the appropriate
spousal waiver, a lump sum payment
of the amount of his Account. In
such event, the Former Richmond
Participant's benefits under the
Plan shall be recalculated by
deducting from the present value of
his benefits the amount of the
Former Richmond Participant's
Account. The remaining benefit shall
be payable to the Former Richmond
Participant in the manner and at the
time provided in Article 5 of the
Plan. If the Former Richmond
Participant does not elect, subject
to the appropriate spousal waiver,
to receive his Account as a lump
sum, then his entire benefit under
the Plan shall be paid to him in the
manner and at the time provided in
Article 5.
(B) If a Former Richmond Participant dies while
actively employed, and his surviving Spouse
or other Beneficiary is entitled to
E-2
benefits under Article 7 of the Plan, the
comparisons provided in subparagraphs (A)(1)
and (2) shall be made, and the surviving
Spouse or other Beneficiary shall be
entitled to make the election regarding lump
sum payment, subject to the appropriate
survivor annuity waiver.
(4) The benefit determined under subparagraph (2) or (3)
shall be paid pursuant to the provisions of the Plan,
with the following exceptions:
(A) Subject to the election provisions of
Article 5 of the Plan, the following methods
of payment shall be available in addition to
those provided in Section 5.6 of the Plan:
(I) the Actuarial Equivalent present value
of the Participant's vested Accrued Benefit;
provided, that such amount does not exceed
$10,000; or (II) solely with respect to
former participants in the Triad Bank
Employees' Pension Plan, a joint and 75
percent survivor annuity payable to the
Participant or Inactive Participant during
his lifetime and thereafter in the same
monthly amount to his Beneficiary; a fifteen
year certain and life annuity; or a twenty
year certain and life annuity.
(B) Subject to the election provisions of
Article 5 of the Plan, a Participant who
terminates employment may elect to receive
payment of his vested Accrued Benefit in a
lump sum distribution; provided, that the
Actuarial Equivalent present value of such
benefit does not exceed $10,000. Subject to
the appropriate survivor annuity waiver, a
surviving Spouse or other Beneficiary may
elect to receive benefits on account of the
death of a Participant or Inactive
Participant in a lump sum distribution;
provided, that the Actuarial Equivalent
present value of such benefit does not
exceed $10,000.
(C) Optional methods of payment with respect to
the benefit payable under subparagraph
(2)(B), including the options in
subparagraph (4)(A) above, shall be
determined using the mortality table and
interest rate specified in the Plan;
provided, that in no event shall the amount
payable under any such optional method of
payment be less than the amount determined
using the mortality table and interest rate
specified in the UCB Plan and based on the
Participant's accrued benefit under the
terms of the UCB Plan as of December 31,
1997.
(b) Maryland Federal Bancorp, Inc. Maryland Federal Bancorp, Inc.
------------------------------
("Maryland Federal") was acquired by the Employer on September
30, 1998, and the Maryland Federal Savings and Loan
Association Retirement Plan (the "Maryland Federal Plan") was
merged into the Plan effective December 31, 1998. The
transferred Maryland Federal Plan assets will be used along
with
E-3
other Plan assets to fund the benefits provided under the
Plan, including benefit obligations of the Maryland Federal
Plan assumed by the Plan as a result of the merger. Effective
January 1, 1999, each employee of Maryland Federal as of
December 31, 1998 ("Former Maryland Federal Employee") shall
become a Participant in the Plan, subject to the provisions of
Section 3.1 and further subject to the following provisions:
(1) A Former Maryland Federal Employee shall receive
credit for Qualifying Years of Service and Years of
Service for vesting purposes under the Plan,
including his years of credited service determined
under the Maryland Federal Plan as in effect on
December 31, 1998. Notwithstanding the foregoing, a
Former Maryland Federal Employee who is credited with
1,000 Hours of Service during the 12-month period
beginning on November 1, 1998 and ending on October
31, 1999 and with 1,000 Hours of Service during the
period beginning on January 1, 1999 and ending on
December 31, 1999 shall be credited with two Years of
Service for vesting purposes under the Plan. A Former
Maryland Federal Employee shall receive credit for
Years of Service for benefit accrual under Section
2.43 beginning on January 1, 1999.
(2) The normal retirement benefit for a Former Maryland
Federal Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of the
Plan, and (B) the normal retirement benefit
determined under the terms of the Maryland Federal
Plan as of December 31, 1998 (the "Maryland Federal
Benefit"). For purposes of the preceding clause (B),
a Former Maryland Federal Employee shall receive
two-twelfths of a year of credited service, as
determined under the Maryland Federal Plan as in
effect on December 31, 1998, for the period beginning
on November 1, 1998 and ending on December 31, 1998.
The normal form of benefit under the Maryland Federal
Plan was a ten-year certain and life annuity. For
purposes of this subparagraph (2), the Maryland
Federal Benefit shall be converted to the Normal Form
of Benefit under the Plan using the factors in Table
III attached to the Maryland Federal Plan.
(3) The benefit determined under subparagraph (2) shall
be paid pursuant to the provisions of the Plan, with
the following exceptions:
(A) If a Participant retires early under the
provisions of Section 5.2, any reduction to
his Accrued Benefit due to commencement
before his Normal Retirement Age shall be
determined using the table specified in
Section 5.2; provided, that in no event
shall such reduced benefit be less than the
amount determined using the early retirement
reduction factors specified in the Maryland
Federal Plan and based on the Participant's
Maryland Federal Benefit.
E-4
(B) If a Participant retires after his Normal
Retirement Date under the provisions of
Section 5.4, any actuarial increase in his
Accrued Benefit at the Normal Retirement
Date shall be determined according to the
provisions of Section 5.4; provided, that in
no event shall the amount of his benefit at
actual retirement be less than the amount
determined using the factors in Table II
attached to the Maryland Federal Plan and
based on the Participant's Maryland Federal
Benefit.
(C) Subject to the election provisions of
Article 5, the following methods of payment
shall be available in addition to those
provided in Section 5.6: (I) the Actuarial
Equivalent present value of the
Participant's vested Accrued Benefit; (II) a
joint and 66-2/3 percent survivor annuity,
whereby a monthly installment shall be paid
to the Participant or Inactive Participant
during his lifetime, and thereafter 66-2/3
percent of such monthly amount shall be paid
to his Beneficiary during the Beneficiary's
lifetime; (III) a five-year certain and life
annuity; (IV) a fifteen-year certain and
life annuity; and (V) a twenty-year certain
and life annuity.
(D) Subject to the election provisions of
Article 5, a Participant who terminates
employment may elect to receive payment of
his vested Accrued Benefit in a lump sum
distribution or other applicable method of
payment at any time.
(E) Optional methods of payment with respect to
the benefit payable under subparagraph (2),
including the options in subparagraph (3)(C)
above, shall be determined using the
mortality table and interest rate specified
in the Plan; provided, that in no event
shall the amount payable under any such
optional method of payment be less than the
amount determined using the factors in Table
III or Table IV attached to the Maryland
Federal Plan, as applicable, or, for a lump
sum, the actuarial equivalent factors
specified in the Maryland Federal Plan,
including the COLA percentages in Table I,
but solely with respect to his accrued
benefit under the Maryland Federal Plan as
of October 31, 1996, and based on the
Participant's Maryland Federal Benefit.
(F) A Former Maryland Federal Employee who meets
the requirements of Section 3.04 of the
Maryland Federal Plan shall be entitled to a
cost-of-living adjustment determined under
the provisions of such Section 3.04 solely
with respect to his accrued benefit under
the Maryland Federal Plan as of October 31,
1996.
E-5
(c) Life Bancorp, Inc. Life Bancorp, Inc. ("Life Bancorp") was
-----------------
acquired by the Employer on March 1, 1998, and the employees
of Life Bancorp as of such date ("Former Life Bancorp
Employees") remained covered under the Financial Institutions
Retirement Fund (the "FIRF") until withdrawal from the FIRF
effective December 31, 1998. Effective January 1, 1999, each
Former Life Bancorp Employee shall become a Participant in the
Plan, subject to the provisions of Section 3.1 and further
subject to the following provisions:
(1) A Former Life Bancorp Employee who does not elect to
transfer his accrued benefit under the FIRF,
determined as of December 31, 1998, to the Plan shall
receive credit solely for vesting purposes for Years
of Service under the Plan for his years of vesting
service determined under the FIRF as in effect on
December 31, 1998.
(2) A Former Life Bancorp Employee who elects to transfer
his accrued benefit under the FIRF, determined as of
December 31, 1998, (the "FIRF Benefit"), to the Plan
shall be credited with Years of Service for vesting
purposes under the Plan as determined under the FIRF
as in effect on December 31, 1998, and with Years of
Service for benefit accrual under Section 2.43
beginning on January 1, 1999. The provisions of
subparagraphs (3) and (4) below shall apply solely to
a Former Life Bancorp Employee who transfers his FIRF
Benefit to the Plan.
(3) The normal retirement benefit for a Former Life
Bancorp Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of the
Plan, and (B) the FIRF Benefit. The normal form of
benefit under the FIRF was a ten-year certain and
life annuity. For purposes of this subparagraph (3),
the FIRF Benefit shall be converted to the Normal
Form of Benefit under the Plan using the factors
attached to the FIRF.
(4) The benefit determined under subparagraph (3) shall
be paid pursuant to the provisions of the Plan, with
the following exceptions:
(A) The Normal Retirement Age under Section 2.31
for a Former Life Bancorp Employee shall be
Age 65.
(B) If a Participant retires after his Normal
Retirement Date under the provisions of
Section 5.4, any actuarial increase in his
Accrued Benefit at the Normal Retirement
Date shall be determined according to the
provisions of Section 5.4; provided, that in
no event shall the amount of his benefit at
actual retirement be less than the amount
determined using an increase of 0.8 percent
for each month of deferral after Normal
Retirement Age (9.6 percent per year, with a
maximum
E-6
increase of 48 percent) and based on the
Participant's FIRF Benefit.
(C) Subject to the election
provisions of Article 5, the following
methods of payment shall be available in
addition to those provided in Section 5.6:
(I) the Actuarial Equivalent present value
of the Participant's vested Accrued Benefit
for a Former Life Bancorp Employee who is at
least Age 55 on his Annuity Starting Date;
(II) a ten-year certain and life annuity;
provided that if the Participant or Inactive
Participant dies before 120 monthly
installments have been paid, the commuted
value of such unpaid installments shall be
paid to the Beneficiary in a lump sum; (III)
a joint and full survivor annuity payable to
the Participant or Inactive Participant
during his lifetime and thereafter in the
same monthly amount to his Beneficiary
(contingent annuitant); provided, that if
both the Participant or Inactive Participant
and Beneficiary die before 120 monthly
installments have been paid, the Actuarial
Equivalent present value of the remaining
installments shall be paid to the
Participant's or Inactive Participant's
Beneficiary (other named beneficiary); and
(III) subject to the provisions of Article
15, any other Actuarially Equivalent annuity
with some other death benefit.
(D) Optional methods of payment with
respect to the benefit payable under
subparagraph (3), including the options in
subparagraph (4)(C) above, shall be
determined using the mortality table and
interest rate specified in the Plan;
provided, that in no event shall the amount
payable under any such optional method of
payment be less than the amount determined
using the factors or assumptions specified
in the FIRF and based on the Participant's
FIRF Benefit.
(d) MainStreet Financial Corporation. MainStreet Financial
--------------------------------
Corporation ("MainStreet") was acquired by the Employer and
merged into BB&T Financial on March 5, 1999, and the Virginia
Bankers Association Master Defined Benefit Plan for MainStreet
Financial Corporation (the "MainStreet Plan") was merged into
the Plan effective December 31, 1999. The transferred
MainStreet Plan assets will be used along with other Plan
assets to fund the benefits provided under the Plan, including
benefit obligations of the MainStreet Plan assumed by the Plan
as a result of the merger. Effective January 1, 2000, each
employee of MainStreet as of December 31, 1999 ("Former
MainStreet Employee") shall become a Participant in the Plan,
subject to the provisions of Section 3.1 and further subject
to the following provisions:
(1) A Former MainStreet Employee shall receive credit for
Qualifying Years of Service and Years of Service for
vesting and early retirement eligibility purposes
under the Plan, including his years of service for
similar purposes determined under the MainStreet Plan
as in effect on December 31, 1999. Notwithstanding
the foregoing, a Former MainStreet Employee who is
credited with 1,000 Hours of Service during the
12-month period beginning on October 1, 1999 and
ending on September 30, 2000, and with 1,000 Hours of
Service during the 12-
E-7
month period beginning on January 1, 2000 and ending
on December 31, 2000, shall be credited with two
Years of Service for vesting purposes under the Plan.
A Former MainStreet Employee shall receive credit for
Years of Service for benefit accrual under Section
2.43 beginning on January 1, 2000.
(2) Average Compensation under Section 2.8 shall not take
into account compensation a Former MainStreet
Employee received before January 1, 2000.
(3) The normal retirement benefit for a Former MainStreet
Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of the
Plan, and (B) the normal retirement benefit
determined under the terms of the MainStreet Plan as
of December 31, 1999 (the "MainStreet Benefit"). For
purposes of determining the MainStreet Benefit, a
Former MainStreet Employee shall receive one-fourth
of a year of credited service, as determined under
the MainStreet Plan as in effect on December 31,
1999, for the period beginning on October 1, 1999 and
ending on December 31, 1999, and a Former MainStreet
Employee's compensation for calendar year 1999 shall
be taken into account.
(4) The benefit determined under subparagraph (3) shall
be paid pursuant to the provisions of the Plan, with
the following exceptions:
(A) A Former MainStreet Employee at all times
shall be fully vested in his MainStreet
Benefit.
(B) A Former MainStreet Employee shall reach
Early Retirement Age on meeting the
conditions in Section 2.19 or on the first
day of the month coincident with or next
following Age 60 and the completion of five
Years of Service.
(C) If a Participant retires after his Normal
Retirement Date under the provisions of
Section 5.4, any actuarial increase in his
Accrued Benefit at the Normal Retirement
Date shall be determined according to the
provisions of Section 5.4; provided, that in
no event shall the amount of his benefit at
actual retirement be less than the amount
determined using (I) an interest rate of
five percent, and (II) the Unisex Pension
1984 Table.
(D) Subject to the election provisions of
Article 5, the following methods of payment
shall be available in addition to those
provided in Section 5.6: (I) solely for
participants in the Virginia Bankers
Association Defined Benefit Plan for First
National Bank of Clifton Forge as of
September 30, 1996 ("Former Clifton Forge
Participants"), which plan was merged into
the MainStreet Plan as of October 1, 1996,
the Actuarial
E-8
Equivalent present value of the
Participant's vested Accrued Benefit; and
(II) a joint and 66-2/3 percent survivor
annuity, whereby a monthly installment shall
be paid to the Participant or Inactive
Participant during his lifetime, and
thereafter 66-2/3 percent of such monthly
amount shall be paid to his surviving Spouse
during the surviving Spouse's lifetime.
(E) Subject to the election provisions of
Article 5 and solely for Former Clifton
Forge Participants, a Participant who
terminates employment may elect to receive
payment of his vested Accrued Benefit in a
lump sum distribution.
(F) Optional methods of payment with respect to
the benefit payable under subparagraph (3)
including the options in subparagraphs
(4)(D) and (E) above, shall be determined
using the mortality table and interest rate
specified in the Plan; provided, that in no
event shall the amount payable under any
such optional method of payment be less than
the amount determined using (I) an interest
rate of five percent, and (II) the Unisex
Pension 1984 Table, and based on the
Participant's MainStreet Benefit.
(G) As a result of the merger of the MainStreet
Plan into the Plan, and under the provisions
of Section 15.6(e)(1), the required
beginning date of a Former MainStreet
Employee is April 1 of the calendar year
following the later of the calendar year in
which he attains Age 70 1/2 or the calendar
year in which he retires.
(e) Mason-Dixon Bancshares, Inc. Mason-Dixon Bancshares, Inc.
----------------------------
("Mason-Dixon") was acquired by the Employer on July 14, 1999,
and the Carroll County Bank and Trust Company Pension Plan
(the "Carroll County Plan"), which was maintained by Mason-
Dixon, was merged into the Plan effective December 31, 1999.
The transferred Carroll County Plan assets will be used along
with other Plan assets to fund the benefits provided under the
Plan, including benefit obligations of the Carroll County Plan
assumed by the Plan as a result of the merger. Effective
January 1, 2000, each employee of Mason-Dixon as of December
31, 1999 ("Former Carroll County Employee") shall become a
Participant in the Plan, subject to the provisions of Section
3.1 and further subject to the following provisions:
(1) A Former Carroll County Employee shall receive credit
for Qualifying Years of Service and Years of Service
for vesting and early retirement eligibility purposes
under the Plan, including his years of service for
similar purposes determined under the Carroll County
Plan as in effect on December 31, 1999. A Former
Carroll County Employee shall receive credit for
Years of Service for benefit accrual under Section
2.43 beginning on January 1, 2000.
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(2) Average Compensation under Section 2.8 shall not take
into account compensation a Former Carroll County
Employee received before January 1, 2000.
(3) The normal retirement benefit for a Former Carroll
County Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of the
Plan, and (B) the normal retirement benefit
determined under the terms of the Carroll County Plan
as of December 31, 1999 (the "Carroll County
Benefit").
(4) The benefit determined under subparagraph (3) shall
be paid pursuant to the provisions of the Plan, with
the following exceptions:
(A) Subject to the election provisions of Article
5, the following methods of payment shall be
available in addition to those provided in
Section 5.6: (I) the Actuarial Equivalent
present value of the Participant's vested
Accrued Benefit not greater than $10,000; and
(II) a joint and 75 percent survivor annuity,
whereby a monthly installment shall be paid to
the Participant or Inactive Participant during
his lifetime, and thereafter 75 percent of such
monthly amount shall be paid to his surviving
Spouse during the surviving Spouse's lifetime.
(B) Optional methods of payment with respect to the
benefit payable under subparagraph (3),
including the options in subparagraph (4)(A)
above, shall be determined using the mortality
table and interest rate specified in the Plan;
provided, that in no event shall the amount
payable under any such optional method of
payment be less than the amount determined
using the factors described under the
definition of actuarial equivalent in the
Carroll County Plan and based on the
Participant's Carroll County Benefit.
(f) One Valley Bancorp, Inc. One Valley Bancorp, Inc. ("One
------------------------
Valley") was acquired by BB&T Corporation on July 6, 2000, and
the One Valley Bancorp, Inc. Retirement Plan (the "One Valley
Plan") was merged into the Plan effective December 31, 2000.
The transferred One Valley Plan assets will be used along with
other Plan assets to fund the benefits provided under the
Plan, including benefit obligations of the One Valley Plan
assumed by the Plan as a result of the merger. Effective as of
January 1, 2001, each employee of the Company (or subsidiary
of the Company) as of December 31, 2000, who was an employee
of One Valley as of July 6, 2000 ("Former One Valley
Employee") shall become a Participant in the Plan, subject to
the provisions of Section 3.1 and further subject to the
following provisions:
(1) A former One Valley Employee shall receive credit for
Qualifying Years of Service and Years of Service for
vesting and early retirement eligibility purposes
under the Plan, including his years of
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service for similar purposes determined under the
One Valley Plan as in effect on December 31, 2000.
Notwithstanding the foregoing, a Former One Valley
Employee who is credited with 1,000 Hours of
Service during the 12-month period beginning on
November 1, 2000 and ending on October 31, 2001,
and with 1,000 Hours of Service during the 12-
month period beginning on January 1, 2001 and
ending on December 31, 2001, shall be credited
with two Years of Service for vesting purposes
under the Plan. A Former One Valley Employee shall
receive credit for Years of Service for benefit
accrual under the Plan beginning on January 1,
2001.
(2) Average Compensation under Section 2.8 shall not
take into account compensation a Former One Valley
Employee received before January 1, 2001.
(3) The normal retirement benefit for a Former One
Valley Employee shall be the sum of (A) the normal
retirement benefit calculated under the terms of
the Plan, and (B) the normal retirement benefit
determined under the terms of the One Valley Plan
as of December 31, 2000 (the "One Valley
Benefit").
(4) The benefit determined under subparagraph (3)
shall be paid pursuant to the provisions of the
Plan, with the following exceptions:
(A) Early Retirement Age--A Former One Valley
--------------------
Employee shall reach Early Retirement Age
on the earlier of meeting the conditions
defined in the Plan or on the first day
of the month coincident with or next
following Age 60.
(B) Early Retirement Benefit--The early
------------------------
retirement benefit for a Former One
Valley Employee shall be the sum of (A)
the early retirement benefit calculated
under the Plan with Years of Service
beginning on or after January 1, 2001,
and (B) the early retirement benefit
under the terms of the One Valley Plan
based on the One Valley Benefit defined
above (the "One Valley Early Benefit").
For purposes of determining the One
Valley Early Benefit, the following
provisions of the One Valley Plan shall
apply:
i. If the Participant has completed
less than 25 total Years of
Service credit for benefit
accrual purposes, including
Credited Service as of December
31, 2000 under the One Valley
Plan (and does not satisfy the
"Rule of 87" as explained
below), his One Valley Benefit
shall be reduced by .4167
percent for each month by which
the payments commence prior to
his Normal Retirement Date.
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ii. If the Participant has completed
25 or more total Years of
Service credit for benefit
accrual purposes (but does not
satisfy the "Rule of 87" as
explained below), his One Valley
Benefit shall be reduced by
.4167 percent for each month by
which the payments commence
prior to age 62. If the payments
commence on or after age 62,
there shall be no reduction in
his One Valley Benefit.
iii. If the Participant's age
(computed to the nearest month,
with a fraction of a month
ignored) plus his total Years of
Service credit for benefit
accrual purposes equals or
exceeds 87 at his date of
termination of employment, then
the Participant has satisfied
the "Rule of 87." In such event,
there shall be no reduction in
his One Valley Benefit.
(C) Subject to the election provisions of
Article 5, for a Former One Valley
Employee who terminates employment prior
to eligibility for early or normal
retirement, the Actuarial Equivalent
present value may be paid if the present
value is less than $7,500.
(D) Subject to the election provisions of
Article 5 and solely for certain Former
Participants of certain plans previously
merged into the One Valley Plan, a
Participant who terminates employment may
elect to receive payment of his vested
Accrued Benefit in a lump sum
distribution. These plans are listed
below along with the date of
participation in the prior plan required
to be eligible to receive a lump sum
distribution:
New River Banking & Trust Pension Plan October 31, 1986
Bank of Lubeck Pension Plan July 31, 1988
Mountaineer Bankshares Retirement Plan December 31, 1988
Pension Plan for Employees of First Federal Bank December 31, 1998
(E) Optional methods of payment with respect
to the benefit payable under subparagraph
(3) including the options in
subparagraphs (4)(C) and (D) above, shall
be determined using the mortality table
and interest rate specified in the Plan;
provided, that in no event shall the
amount payable under any such optional
method of payment be less than the amount
determined using the factors described
under the definition of actuarial
equivalent in the One Valley Plan, and
based on the Participant's One Valley
Benefit.
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(F) As a result of the merger of the One
Valley Plan into the Plan, and under the
provisions of Section 15.6(e)(1), the
required beginning date of a Former One
Valley Employee is April 1 of the
calendar year following the later of the
calendar year in which he attains Age 70
1/2 or the calendar year in which he
retires.
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EXHIBIT F
SPECIAL PROVISIONS OF MERGING
COMPANIES AFTER JANUARY 1, 2001
The following is a summary of the special rules that
apply to certain participants in the plan who were employees of a
company or business that was merged into or acquired by the Company or
one of its affiliates on or after January 1, 2001. Unless otherwise
indicated by the context, all defined terms used herein shall have the
meanings assigned to them in the BB&T Corporation Pension Plan as
amended and restated as of January 1, 2000 and all Section references
shall be to such Plan.
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