EXHIBIT 10 (IV)
HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
(AS ADOPTED EFFECTIVE JULY 1, 1996)
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TABLE OF CONTENTS
PAGE
ARTICLE I
DEFINITION OF TERMS
1.1 ACT 1
1.2 ADMINISTRATOR 1
1.3 AFFILIATE 1
1.4 BENEFICIARY 1
1.5 BOARD 1
1.6 CODE 2
1.7 EFFECTIVE DATE 2
1.8 ELIGIBLE EMPLOYEE 2
1.9 EMPLOYEE 2
1.10 EMPLOYER 2
1.11 EXCESS RETIREMENT BENEFIT 2
1.12 EXCESS RETIREMENT DEATH BENEFIT 2
1.13 EXCESS THRIFT BENEFIT 2
1.14 EXCESS THRIFT DEATH BENEFIT 2
1.15 PARTICIPANT 2
1.16 PLAN 2
1.17 PLAN SPONSOR 2
1.18 PLAN YEAR 3
1.19 THRIFT PLAN 3
1.20 RABBI TRUST 3
1.21 RETIREMENT PLAN 3
1.22 SUPPLEMENTAL RETIREMENT DEATH BENEFIT 3
1.23 SUPPLEMENTAL RETIREMENT BENEFIT 3
ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY AND DATE OF PARTICIPATION 3
2.2 LENGTH OF PARTICIPATION 3
ARTICLE III
EXCESS AND SUPPLEMENTAL BENEFITS
3.1 EXCESS RETIREMENT BENEFIT 3
3.2 EXCESS THRIFT BENEFIT 4
3.3 SUPPLEMENTAL RETIREMENT BENEFIT 5
ARTICLE IV
EXCESS AND SUPPLEMENTAL DEATH BENEFITS
4.1 DEATH AFTER BENEFIT COMMENCEMENT 5
4.2 DEATH BEFORE BENEFIT COMMENCEMENT 5
4.3 EXCESS RETIREMENT DEATH BENEFIT 5
4.4 EXCESS THRIFT DEATH BENEFIT 6
4.5 SUPPLEMENTAL RETIREMENT DEATH BENEFIT 6
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ARTICLE V
VESTING
5.1 VESTING GENERALLY 6
5.2 FORFEITURE OF BENEFITS 6
5.3 NO RESTORATION OF FORFEITED BENEFITS 6
5.4 DETERMINATION OF BENEFITS AFTER FORFEITURE FOLLOWED BY
RE-EMPLOYMENT 7
ARTICLE VI
PAYMENT OF BENEFITS
6.1 TIME AND MANNER FOR PAYMENT OF BENEFITS 7
6.2 DISCRETIONARY CASH-OUT BY LUMP SUM PAYMENT 7
6.3 BENEFIT DETERMINATION AND PAYMENT PROCEDURE 8
6.4 PAYMENTS TO MINORS AND INCOMPETENTS 8
6.5 DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED 8
6.6 CLAIMS PROCEDURE 8
ARTICLE VII
FUNDING
7.1 FUNDING 9
7.2 USE OF RABBI TRUST PERMITTED 10
ARTICLE VIII
FIDUCIARIES
8.1 FIDUCIARIES AND DUTIES AND RESPONSIBILITIES 10
8.2 LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES 10
8.3 SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY 10
8.4 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES BY
FIDUCIARIES 10
8.5 ASSISTANCE AND CONSULTATION 10
8.6 COMPENSATION AND EXPENSES 10
8.7 INDEMNIFICATION 11
ARTICLE IX
PLAN ADMINISTRATOR
9.1 APPOINTMENT OF PLAN ADMINISTRATOR 11
9.2 PLAN SPONSOR AS PLAN ADMINISTRATOR 11
9.3 PROCEDURE IF A COMMITTEE 11
9.4 ACTION BY MAJORITY VOTE IF A COMMITTEE 11
9.5 APPOINTMENT OF SUCCESSORS 11
9.6 DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR 11
9.7 POWER AND AUTHORITY 12
9.8 AVAILABILITY OF RECORDS 12
9.9 NO ACTION WITH RESPECT TO OWN BENEFIT 12
ARTICLE X
AMENDMENT OR TERMINATION OF THE PLAN
10.1 AMENDMENT OR TERMINATION OF THE PLAN 12
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ARTICLE XI
PARTICIPATION BY EMPLOYERS OTHER THAN THE PLAN SPONSOR
11.1 ADOPTION BY ADDITIONAL EMPLOYERS 12
11.2 TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE
PLAN SPONSOR 13
11.3 EFFECT OF EMPLOYER MERGER, CONSOLIDATION OR LIQUIDATION 13
ARTICLE XII
MISCELLANEOUS
12.1 NON-ASSIGNABILITY 13
12.2 RIGHT TO REQUIRE INFORMATION AND RELIANCE THEREON 14
12.3 NOTICES AND ELECTIONS 14
12.4 DELEGATION OF AUTHORITY 14
12.5 SERVICE OF PROCESS 14
12.6 GOVERNING LAW 14
12.7 BINDING EFFECT 14
12.8 SEVERABILITY 14
12.9 NO EFFECT ON EMPLOYMENT AGREEMENT 14
12.10 GENDER AND NUMBER 14
12.11 TITLES AND CAPTIONS 14
12.12 CONSTRUCTION 14
12.13 INCOME AND EMPLOYMENT TAXES 15
APPENDIX A - LIST OF PARTICIPATING EMPLOYERS
APPENDIX B - LIST OF EXCESS BENEFIT PARTICIPANTS
APPENDIX C - LISTING AND DESCRIPTION OF SUPPLEMENTAL RETIREMENT AND DEATH
BENEFITS AND SUPPLEMENTAL BENEFIT PARTICIPANTS
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THIS SUPPLEMENTAL RETIREMENT PLAN (HEREINAFTER THE "PLAN") IS ADOPTED AS OF
THE 1ST DAY OF JULY, 1996 BY HOME BENEFICIAL CORPORATION, A VIRGINIA CORPORATION
(SOMETIMES REFERRED TO AS THE "PLAN SPONSOR"), AND HOME BENEFICIAL LIFE
INSURANCE COMPANY, A VIRGINIA CORPORATION (HEREINAFTER COLLECTIVELY CALLED THE
"EMPLOYER");
WITNESSETH:
WHEREAS, EACH EMPLOYER DESIRES TO RETAIN THE SERVICES OF CERTAIN TOP
MANAGEMENT EMPLOYEES AND DEEMS IT APPROPRIATE TO PROVIDE FOR ADDITIONAL
RETIREMENT INCOME FOR SUCH EMPLOYEES PURSUANT TO THE TERMS OF THE PLAN IN
CONSIDERATION OF THEIR SERVICES AND AS AN INCENTIVE TO REMAIN IN THE EMPLOY OF
THE EMPLOYER;
NOW, THEREFORE, WITNESSETH:
ARTICLE I
DEFINITION OF TERMS
THE FOLLOWING WORDS AND TERMS AS USED IN THIS PLAN SHALL HAVE THE MEANING
SET FORTH BELOW, UNLESS A DIFFERENT MEANING IS CLEARLY REQUIRED BY THE CONTEXT:
1.1 "ACT": THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS THE SAME
MAY BE AMENDED FROM TIME TO TIME, OR THE CORRESPONDING SECTIONS OF ANY
SUBSEQUENT LEGISLATION WHICH REPLACES IT, AND, TO THE EXTENT NOT INCONSISTENT
THEREWITH, THE REGULATIONS ISSUED THEREUNDER.
1.2 "ADMINISTRATOR": THE PLAN ADMINISTRATOR PROVIDED FOR IN ARTICLE IX
HEREOF.
1.3 "AFFILIATE": THE PLAN SPONSOR AND EACH OF THE FOLLOWING BUSINESS
ENTITIES OR OTHER ORGANIZATIONS (WHETHER OR NOT INCORPORATED) WHICH DURING THE
RELEVANT PERIOD IS TREATED (BUT ONLY FOR THE PORTION OF THE PERIOD SO TREATED
AND FOR THE PURPOSE AND TO THE EXTENT REQUIRED TO BE SO TREATED) TOGETHER WITH
THE EMPLOYER AS A SINGLE EMPLOYER PURSUANT TO THE FOLLOWING SECTIONS OF THE CODE
(AS MODIFIED WHERE APPLICABLE BY SECTION 415(H) OF THE CODE):
(I) ANY CORPORATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF
CORPORATIONS (AS DEFINED IN SECTION 414(B) OF THE CODE) WHICH INCLUDES THE
EMPLOYER, AND
(II) ANY TRADE OR BUSINESS (WHETHER OR NOT INCORPORATED) WHICH IS
UNDER COMMON CONTROL (AS DEFINED IN SECTION 414(C) OF THE CODE) WITH THE
EMPLOYER.
1.4 "BENEFICIARY": FOR PURPOSES OF:
(I) THE EXCESS RETIREMENT DEATH BENEFIT AND THE EXCESS THRIFT
DEATH BENEFIT, THE PERSON OR PERSONS ENTITLED UNDER THE RETIREMENT PLAN AND
THRIFT PLAN, RESPECTIVELY, TO RECEIVE ANY BENEFITS PAYABLE THEREUNDER AFTER
THE PARTICIPANT'S DEATH.
(II) THE SUPPLEMENTAL DEATH BENEFIT, THE PERSON OR PERSONS
ENTITLED PURSUANT TO APPENDIX C TO THE PLAN TO RECEIVE ANY BENEFITS PAYABLE
THEREUNDER AFTER THE PARTICIPANT'S DEATH.
1.5 "BOARD": THE PRESENT AND ANY SUCCEEDING BOARD OF DIRECTORS OF THE PLAN
SPONSOR, UNLESS SUCH TERM IS USED WITH RESPECT TO A PARTICULAR EMPLOYER AND ITS
EMPLOYEES, IN WHICH EVENT IT SHALL MEAN THE PRESENT AND ANY SUCCEEDING BOARD OF
DIRECTORS OF THAT EMPLOYER.
1.6 "CODE": THE INTERNAL REVENUE CODE OF 1986, AS THE SAME MAY BE AMENDED
FROM TIME TO TIME, OR THE CORRESPONDING SECTION OF ANY SUBSEQUENT INTERNAL
REVENUE CODE, AND, TO THE EXTENT NOT INCONSISTENT THEREWITH, REGULATIONS ISSUED
THEREUNDER.
1.7 "EFFECTIVE DATE": JULY 1, 1996.
1.8 "ELIGIBLE EMPLOYEE": AN EMPLOYEE (OR FORMER EMPLOYEE) WHO IS (OR WAS) A
PARTICIPANT IN EITHER THE RETIREMENT PLAN OR THE THRIFT PLAN, OR BOTH, AND WHO
IS DESIGNATED BY EITHER THE CHIEF EXECUTIVE OFFICER OR THE BOARD OF THE PLAN
SPONSOR AS A PARTICIPANT IN THE CASE OF EXCESS BENEFIT PARTICIPANTS OR WHO IS
DESIGNATED BY THE BOARD OF THE PLAN SPONSOR AS A PARTICIPANT IN THE CASE
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OF SUPPLEMENTAL BENEFIT PARTICIPANTS.
1.9 "EMPLOYEE": AN INDIVIDUAL WHO IS EMPLOYED IN THE SERVICE OF THE
EMPLOYER AS A COMMON LAW EMPLOYEE.
1.10 "EMPLOYER":
1.10(A) HOME BENEFICIAL CORPORATION, A VIRGINIA CORPORATION (OR ANY
SUCCESSOR THERETO); HOME BENEFICIAL LIFE INSURANCE COMPANY, A VIRGINIA
CORPORATION; AND ANY ADDITIONAL AFFILIATE EXECUTING OR ADOPTING THIS PLAN AS A
PARTICIPATING EMPLOYER. A LISTING OF THE EMPLOYERS PARTICIPATING IN THE PLAN IS
ATTACHED HERETO AS APPENDIX A AND SHALL BE UPDATED BY THE ADMINISTRATOR AT EACH
COMMENCEMENT OR TERMINATION OF PARTICIPATION BY AN EMPLOYER.
1.10(B) EMPLOYMENT WITH AN AFFILIATE SHALL BE CONSIDERED EMPLOYMENT WITH THE
EMPLOYER FOR ALL PURPOSES OF THE PLAN OTHER THAN DETERMINING ELIGIBLE EMPLOYEES.
1.11 "EXCESS RETIREMENT BENEFIT": THE EXCESS RETIREMENT BENEFIT DUE A
PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.
1.12 "EXCESS RETIREMENT DEATH BENEFIT": THE EXCESS RETIREMENT DEATH BENEFIT
DUE THE BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO
ARTICLE IV HEREOF.
1.13 "EXCESS THRIFT BENEFIT": THE EXCESS THRIFT BENEFIT DUE A PARTICIPANT
UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.
1.14 "EXCESS THRIFT DEATH BENEFIT": THE EXCESS THRIFT DEATH BENEFIT DUE THE
BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE
IV HEREOF.
1.15 "PARTICIPANT": AN ELIGIBLE EMPLOYEE QUALIFIED TO PARTICIPATE IN THE
PLAN, FOR SO LONG AS HE IS CONSIDERED A PARTICIPANT, AS PROVIDED IN ARTICLE II
HEREOF. A PARTICIPANT MAY BE DESIGNATED AS AN "EXCESS BENEFIT PARTICIPANT"
(INCLUDING AN "EXCESS RETIREMENT BENEFIT PARTICIPANT" AND/OR AN "EXCESS THRIFT
BENEFIT PARTICIPANT") AND/OR A "SUPPLEMENTAL BENEFIT PARTICIPANT". FOR PURPOSES
HEREOF:
(I) AN "EXCESS RETIREMENT BENEFIT PARTICIPANT" IS A PARTICIPANT
WHO IS DESIGNATED AS SUCH AND WHO IS OR MAY BECOME ENTITLED TO AN EXCESS
RETIREMENT BENEFIT.
(II) AN "EXCESS THRIFT BENEFIT PARTICIPANT" IS A PARTICIPANT WHO
IS DESIGNATED AS SUCH AND WHO IS OR MAY BECOME ENTITLED TO AN EXCESS THRIFT
BENEFIT.
(III) A "SUPPLEMENTAL BENEFIT PARTICIPANT" IS A PARTICIPANT WHO IS
DESIGNATED AS SUCH AND WHO IS OR MAY BECOME ENTITLED TO A SUPPLEMENTAL
RETIREMENT BENEFIT.
1.16 "PLAN": THIS DOCUMENT AS CONTAINED HEREIN OR DULY AMENDED. THE PLAN
MAINTAINED PURSUANT HERETO SHALL BE KNOWN AS THE "HOME BENEFICIAL SUPPLEMENTAL
RETIREMENT PLAN".
1.17 "PLAN SPONSOR": HOME BENEFICIAL CORPORATION, A VIRGINIA CORPORATION
(OR ANY SUCCESSOR THERETO).
1.18 "PLAN YEAR": THE CALENDAR YEAR.
1.19 "THRIFT PLAN": THE HOME BENEFICIAL THRIFT PLAN, AS AMENDED FROM TIME TO
TIME, WHICH PLAN IS A DEFINED CONTRIBUTION PLAN MAINTAINED BY THE PLAN SPONSOR
AND QUALIFIED UNDER SECTION 401 OF THE CODE.
1.20 "RABBI TRUST": A TRUST FUND DESCRIBED IN PARAGRAPH 7.2 IF ESTABLISHED
AND MAINTAINED FOR THE PLAN.
1.21 "RETIREMENT PLAN": THE HOME BENEFICIAL RETIREMENT PLAN, AS AMENDED FROM
TIME TO TIME, WHICH PLAN IS A DEFINED BENEFIT PENSION PLAN MAINTAINED BY THE
PLAN SPONSOR AND QUALIFIED UNDER SECTION 401 OF THE CODE.
1.22 "SUPPLEMENTAL DEATH BENEFIT": THE SUPPLEMENTAL RETIREMENT DEATH
BENEFIT DUE THE BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED
PURSUANT TO ARTICLE IV HEREOF.
1.23 "SUPPLEMENTAL RETIREMENT BENEFIT": THE SUPPLEMENTAL RETIREMENT BENEFIT
DUE A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.
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ARTICLE II
ELIGIBILITY AND PARTICIPATION
2.1 ELIGIBILITY AND DATE OF PARTICIPATION.
2.1(A) EACH ELIGIBLE EMPLOYEE SHALL BE A PARTICIPANT IN THE PLAN COMMENCING
WITH THE LATER OF THE EFFECTIVE DATE OF THE PLAN OR THE DATE HE FIRST BECOMES,
OR AGAIN BECOMES, AN ELIGIBLE EMPLOYEE.
2.1(B) A LISTING OF THE EMPLOYEES WHO ARE EXCESS BENEFIT PARTICIPANTS IN THE
PLAN, AND STATUS AS EXCESS RETIREMENT BENEFIT PARTICIPANTS AND/OR EXCESS THRIFT
BENEFIT PARTICIPANTS, IS ATTACHED HERETO AS APPENDIX B AND SHALL BE UPDATED BY
THE ADMINISTRATOR AT EACH COMMENCEMENT OR TERMINATION OF STATUS AS AN EXCESS
BENEFIT PARTICIPANT. A LISTING OR IDENTIFICATION OF THE EMPLOYEES WHO ARE
SUPPLEMENTAL BENEFIT PARTICIPANTS IN THE PLAN IS ATTACHED HERETO AS APPENDIX C
AND SHALL BE UPDATED BY THE ADMINISTRATOR AT EACH COMMENCEMENT OR TERMINATION OF
STATUS AS A SUPPLEMENTAL BENEFIT PARTICIPANT.
2.2 LENGTH OF PARTICIPATION. EACH ELIGIBLE EMPLOYEE WHO BECOMES A
PARTICIPANT SHALL BE OR REMAIN A PARTICIPANT FOR SO LONG AS HE IS AN ELIGIBLE
EMPLOYEE OR HE IS ENTITLED TO FUTURE BENEFITS UNDER THE TERMS OF THE PLAN.
ARTICLE III
EXCESS AND SUPPLEMENTAL BENEFITS
3.1 EXCESS RETIREMENT BENEFIT.
3.1(A) SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, A PARTICIPANT
WHO IS AN EXCESS RETIREMENT BENEFIT PARTICIPANT SHALL BE ENTITLED TO AN EXCESS
RETIREMENT BENEFIT, GENERALLY EXPRESSED AS A BENEFIT PAYABLE MONTHLY FOR THE
LIFE OF THE PARTICIPANT AND COMMENCING AT THE APPLICABLE TIME PROVIDED IN THE
RETIREMENT PLAN, EQUAL TO THE EXCESS, IF ANY, OF:
(I) THE AMOUNT OF THE PARTICIPANT'S ACCRUED BENEFIT UNDER THE
RETIREMENT PLAN (REFERRED TO IN THE RETIREMENT PLAN AS HIS "ACCRUED
BENEFIT"), CALCULATED AS PROVIDED IN THE RETIREMENT PLAN BUT WITHOUT REGARD
TO THE FOLLOWING:
(A) THE LIMITATIONS ON CONTRIBUTIONS AND
BENEFITS IMPOSED BY SECTION 415 OF THE CODE, AND
(B) THE LIMITATION ON COMPENSATION IMPOSED BY SECTION
401(A)(17) OF THE CODE (REFERRED TO IN THE RETIREMENT PLAN AS
THE "COMPENSATION LIMIT"), PROVIDED, HOWEVER, THAT UNLESS
OTHERWISE EXPRESSLY PROVIDED WITH RESPECT TO A PARTICIPANT
ACCRUALS HEREUNDER FOR COMPENSATION IN EXCESS OF THE
COMPENSATION LIMIT SHALL ONLY BE APPLICABLE FOR EACH PLAN YEAR
AN ELIGIBLE EMPLOYEE IS AN EXCESS RETIREMENT BENEFIT PARTICIPANT
AND SHALL ALSO BE APPLICABLE RETROACTIVELY TO JANUARY 1, 1995
FOR EACH ELIGIBLE EMPLOYEE WHO BECOMES AN EXCESS RETIREMENT
BENEFIT PARTICIPANT IN 1996, OVER
(II) THE ACTUAL AMOUNT OF THE PARTICIPANT'S ACCRUED BENEFIT UNDER
THE RETIREMENT PLAN.
TO THE EXTENT THAT THE PARTICIPANT'S ACCRUED BENEFIT PAYABLE UNDER THE
RETIREMENT PLAN IS INCREASED AT ANY TIME DUE TO INCREASES IN LIMITATIONS ON
CONTRIBUTIONS AND BENEFITS IMPOSED BY SECTION 415 OF THE CODE OR TO INCREASES IN
THE LIMITATION ON COMPENSATION IMPOSED BY SECTION 401(A)(17) OF THE CODE,
WHETHER BY STATUTE, REGULATIONS, ACTION OF THE SECRETARY OF THE TREASURY OR HIS
DELEGATE OR OTHERWISE, THE PARTICIPANT'S EXCESS RETIREMENT BENEFIT SHALL BE
REDUCED CORRESPONDINGLY.
3.1(B) IF A PARTICIPANT CEASES TO BE AN ELIGIBLE EMPLOYEE, HIS EXCESS
RETIREMENT BENEFIT AND EXCESS RETIREMENT DEATH BENEFIT SHALL NOT BE INCREASED
THEREAFTER EXCEPT UPON HIS AGAIN BECOMING AN ELIGIBLE EMPLOYEE.
3.2 EXCESS THRIFT BENEFIT.
3.2(A) SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, A PARTICIPANT
WHO IS AN EXCESS THRIFT BENEFIT PARTICIPANT SHALL BE ENTITLED TO AN EXCESS
THRIFT BENEFIT EQUAL TO THE BALANCE IN HIS EXCESS THRIFT ACCOUNT. THE BALANCE IN
HIS EXCESS THRIFT ACCOUNT SHALL CONSIST OF HIS ANNUAL EXCESS THRIFT ALLOCATIONS
DETERMINED PURSUANT TO SUBPARAGRAPH 3.2(B), SUBTRACTIONS DETERMINED PURSUANT TO
SUBPARAGRAPH 3.2(D) AND DEEMED EARNINGS OR LOSS THEREON DETERMINED PURSUANT TO
SUBPARAGRAPH 3.2(E).
3.2(B) FOR EACH PLAN YEAR AN ELIGIBLE EMPLOYEE IS AN EXCESS THRIFT BENEFIT
PARTICIPANT AND RETROACTIVELY TO JANUARY 1, 1995 FOR EACH ELIGIBLE EMPLOYEE WHO
BECOMES AN EXCESS THRIFT BENEFIT PARTICIPANT IN 1996, THERE SHALL BE CREDITED TO
HIS EXCESS THRIFT ACCOUNT AN AMOUNT (REFERRED TO AS THE "EXCESS THRIFT
ALLOCATION") EQUAL TO THE MATCHING CONTRIBUTIONS (REFERRED TO IN THE THRIFT PLAN
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AS "COMPANY THRIFT CONTRIBUTIONS"), BASED ON HIS ACTUAL EMPLOYEE AFTER-TAX
CONTRIBUTIONS UNDER THE THRIFT PLAN (REFERRED TO IN THE THRIFT PLAN AS "EMPLOYEE
THRIFT CONTRIBUTIONS"), WHICH WOULD HAVE BEEN ALLOCATED TO, OR WOULD HAVE
REMAINED ALLOCATED TO, HIS ACCOUNT UNDER THE THRIFT PLAN FOR SUCH PLAN YEAR BUT
FOR THE LIMITATION ON CONTRIBUTIONS AND BENEFITS IMPOSED BY SECTION 415 OF THE
CODE AND THE LIMITATION ON COMPENSATION IMPOSED BY SECTION 401(A)(17) OF THE
CODE (REFERRED TO IN THE THRIFT PLAN AS THE "COMPENSATION LIMIT"). SUCH AMOUNTS
SHALL BE CREDITED AS OF THE END OF THE PLAN YEAR.
3.2(C) IF A PARTICIPANT CEASES TO BE AN ELIGIBLE EMPLOYEE, HIS EXCESS THRIFT
DEATH BENEFIT AND EXCESS THRIFT BENEFIT SHALL NOT BE INCREASED THEREAFTER,
EXCEPT FOR INTEREST (OR OTHER DEEMED EARNINGS) CREDITED TO HIS EXCESS THRIFT
BENEFIT OR EXCEPT UPON HIS AGAIN BECOMING AN ELIGIBLE EMPLOYEE.
3.2(D) THE FOLLOWING AMOUNTS SHALL BE SUBTRACTED FROM A PARTICIPANT'S EXCESS
THRIFT ACCOUNT:
(I) ALL FORFEITURES FROM THE ACCOUNT, WHICH SHALL BE
SUBTRACTED WHEN THEY OCCUR.
(II) ALL DISTRIBUTIONS FROM THE ACCOUNT, WHICH SHALL BE SUBTRACTED
WHEN MADE.
3.2(E) AT THE END OF EACH CALENDAR QUARTER OF A PLAN YEAR, THERE SHALL BE
CREDITED TO EACH PARTICIPANT'S EXCESS THRIFT ACCOUNT AN AMOUNT REPRESENTING
DEEMED EARNINGS OR LOSS ON THE BALANCE OF SUCH ACCOUNT AS OF THE BEGINNING OF
SUCH CALENDAR QUARTER REDUCED BY DISTRIBUTIONS OR FORFEITURES FROM SUCH ACCOUNT
DURING SUCH CALENDAR QUARTER. SUCH EARNINGS OR LOSS SHALL BE DETERMINED AND
CREDITED ON THE SAME BASIS THAT EARNINGS OR LOSS ARE CREDITED FOR THE SAME
PERIOD UNDER THE THRIFT PLAN.
3.2(F) WHEN AN ERROR OR OMISSION IS DISCOVERED IN THE ACCOUNT OF A
PARTICIPANT, THE ADMINISTRATOR SHALL BE AUTHORIZED TO MAKE SUCH EQUITABLE
ADJUSTMENT AS IT DEEMS APPROPRIATE.
3.2(G) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A PARTICIPANT'S
EXCESS THRIFT ACCOUNT IS INTENDED ONLY TO BE A BOOK ACCOUNT MAINTAINED BY THE
EMPLOYER FOR ADMINISTRATIVE PURPOSES HEREUNDER.
3.2(H) WITHIN A REASONABLE TIME AFTER THE END OF EACH PLAN YEAR AND AT THE
DATE A PARTICIPANT'S EXCESS THRIFT BENEFIT OR EXCESS THRIFT DEATH BENEFIT
BECOMES PAYABLE UNDER THE PLAN, THE ADMINISTRATOR SHALL PROVIDE TO EACH
PARTICIPANT (OR, IF DECEASED, TO HIS BENEFICIARY) A STATEMENT OF THE BALANCE AS
OF SUCH DATE IN HIS EXCESS THRIFT ACCOUNT.
3.3 SUPPLEMENTAL RETIREMENT BENEFIT. THE SUPPLEMENTAL RETIREMENT BENEFIT
UNDER THE PLAN OF A PARTICIPANT WHO IS A SUPPLEMENTAL BENEFIT PARTICIPANT
CONSISTS OF THAT DEATH BENEFIT, IF ANY, PROVIDED FOR THE PARTICIPANT IN APPENDIX
C TO THE PLAN.
ARTICLE IV
EXCESS AND SUPPLEMENTAL DEATH BENEFITS
4.1 DEATH AFTER BENEFIT COMMENCEMENT. IF A PARTICIPANT DIES AFTER HIS EXCESS
RETIREMENT BENEFIT, HIS EXCESS THRIFT BENEFIT OR HIS SUPPLEMENTAL RETIREMENT
BENEFIT COMMENCES TO BE PAID, THE ONLY BENEFITS PAYABLE UNDER THE PLAN TO HIS
BENEFICIARY AFTER HIS DEATH SHALL BE THOSE, IF ANY, PROVIDED UNDER THE FORM OF
PAYMENT OF SUCH BENEFIT BEING MADE TO HIM AT HIS DEATH. THE PROVISIONS OF THIS
PARAGRAPH SHALL APPLY SEPARATELY TO EACH SUCH BENEFIT.
4.2 DEATH BEFORE BENEFIT COMMENCEMENT. IF A PARTICIPANT DIES BEFORE HIS
EXCESS RETIREMENT BENEFIT, HIS EXCESS THRIFT BENEFIT OR HIS SUPPLEMENTAL
RETIREMENT BENEFIT COMMENCES TO BE PAID, THE ONLY BENEFIT PAYABLE UNDER THE PLAN
WITH RESPECT TO HIM SHALL BE THE EXCESS RETIREMENT DEATH BENEFIT, EXCESS THRIFT
DEATH BENEFIT OR SUPPLEMENTAL DEATH BENEFIT, IF ANY, PROVIDED IN THIS ARTICLE
IV. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY SEPARATELY TO EACH SUCH
BENEFIT.
4.3 EXCESS RETIREMENT DEATH BENEFIT. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, IF AN EXCESS RETIREMENT BENEFIT PARTICIPANT DIES BEFORE HIS EXCESS
RETIREMENT BENEFIT COMMENCES TO BE PAID AND IF HIS BENEFICIARY IS ENTITLED TO
RECEIVE A PRE- RETIREMENT SPOUSE'S DEATH BENEFIT UNDER THE RETIREMENT PLAN
(REFERRED TO IN THE RETIREMENT PLAN AS THE "PRE-RETIREMENT SPOUSE'S DEATH
BENEFIT"), SUCH BENEFICIARY SHALL BE ENTITLED TO RECEIVE AS AN EXCESS RETIREMENT
DEATH BENEFIT UNDER THE PLAN AN AMOUNT EQUAL TO THE EXCESS OF:
(I) THE AMOUNT OF SUCH PRE-RETIREMENT SPOUSE'S DEATH BENEFIT
UNDER THE RETIREMENT PLAN, CALCULATED AS PROVIDED IN THE RETIREMENT PLAN BUT
WITHOUT REGARD TO THE FOLLOWING:
(A) THE LIMITATIONS ON CONTRIBUTIONS AND BENEFITS IMPOSED
BY SECTION 415 OF THE CODE, AND
(B) THE LIMITATION ON COMPENSATION IMPOSED BY SECTION
401(A)(17) OF THE CODE (REFERRED TO IN THE RETIREMENT PLAN AS
THE "COMPENSATION LIMIT"), OVER
(II) THE ACTUAL AMOUNT OF SUCH PRE-RETIREMENT SPOUSE'S
DEATH BENEFIT UNDER THE RETIREMENT PLAN.
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TO THE EXTENT THAT THE PARTICIPANT'S ACCRUED BENEFIT OR HIS PRE-RETIREMENT
SPOUSE'S DEATH BENEFIT PAYABLE UNDER THE RETIREMENT PLAN IS INCREASED AT ANY
TIME DUE TO INCREASES IN THE LIMITATIONS ON CONTRIBUTIONS AND BENEFITS IMPOSED
BY SECTION 415 OF THE CODE OR TO INCREASES IN THE LIMITATION ON COMPENSATION
IMPOSED BY SECTION 401(A)(17) OF THE CODE, WHETHER BY STATUTE, REGULATIONS,
ACTION BY THE SECRETARY OF TREASURY OR HIS DELEGATE OR OTHERWISE, THE
PARTICIPANT'S EXCESS RETIREMENT DEATH BENEFIT SHALL BE REDUCED CORRESPONDINGLY.
4.4 EXCESS THRIFT DEATH BENEFIT. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, IF AN EXCESS THRIFT BENEFIT PARTICIPANT DIES BEFORE HIS EXCESS
THRIFT BENEFIT COMMENCES TO BE PAID, HIS BENEFICIARY SHALL BE ENTITLED TO
RECEIVE AN EXCESS THRIFT DEATH BENEFIT EQUAL TO THE VESTED BALANCE IN HIS EXCESS
THRIFT ACCOUNT.
4.5 SUPPLEMENTAL DEATH BENEFIT. THE SUPPLEMENTAL DEATH BENEFIT UNDER THE
PLAN WITH RESPECT TO A SUPPLEMENTAL BENEFIT PARTICIPANT CONSISTS OF THAT DEATH
BENEFIT, IF ANY, PROVIDED FOR THE PARTICIPANT IN APPENDIX C TO THE PLAN.
ARTICLE V
VESTING
5.1 VESTING GENERALLY.
5.1(A) A PARTICIPANT'S EXCESS RETIREMENT BENEFIT OR EXCESS RETIREMENT DEATH
BENEFIT, AS THE CASE MAY BE, SHALL BE VESTED TO THE EXTENT AND DETERMINED IN THE
MANNER THAT HE HAS A VESTED AND NON-FORFEITABLE RIGHT TO HIS EMPLOYER-DERIVED
ACCRUED BENEFIT UNDER THE RETIREMENT PLAN.
5.1(B) A PARTICIPANT'S EXCESS THRIFT BENEFIT OR EXCESS THRIFT DEATH BENEFIT,
AS THE CASE MAY BE, AT ANY TIME SHALL BE VESTED TO THE EXTENT AND DETERMINED IN
THE MANNER THAT HE HAS A VESTED AND NON-FORFEITABLE RIGHT TO HIS
EMPLOYER-DERIVED COMPANY THRIFT ACCOUNT UNDER THE THRIFT PLAN (REFERRED TO IN
THE THRIFT PLAN AS THE COMPANY THRIFT ACCOUNT") AT SUCH TIME.
5.1(C) A PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT OR SUPPLEMENTAL DEATH
BENEFIT, AS THE CASE MAY BE, SHALL BE VESTED TO THE EXTENT AND DETERMINED IN THE
MANNER PROVIDED IN APPENDIX C TO THE PLAN.
5.2 FORFEITURE OF BENEFITS.
5.2(A) NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, THE NON-VESTED PORTION
OF THE EXCESS RETIREMENT BENEFIT OF A PARTICIPANT AND THE EXCESS RETIREMENT
DEATH BENEFIT WITH RESPECT TO A PARTICIPANT SHALL BE FORFEITED UPON:
(I) THE PARTICIPANT'S VOLUNTARY OR INVOLUNTARY TERMINATION OF
EMPLOYMENT WITH THE EMPLOYER FOR REASONS OTHER THAN DEATH UNDER
CIRCUMSTANCES WHICH DO NOT CONSTITUTE RETIREMENT FOR PURPOSES OF THE
RETIREMENT PLAN; OR
(II) AT THE PARTICIPANT'S DEATH, BUT HIS VESTING SHALL INCLUDE ANY
ADDITIONAL VESTING PROVIDED UNDER THE RETIREMENT PLAN BY REASON OF HIS
DEATH.
5.2(B) NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, THE NON-VESTED PORTION
OF A PARTICIPANT'S EXCESS THRIFT BENEFIT AND THE EXCESS THRIFT DEATH BENEFIT
WITH RESPECT TO A PARTICIPANT SHALL BE FORFEITED UPON:
(I) THE PARTICIPANT'S VOLUNTARY OR INVOLUNTARY TERMINATION OF
EMPLOYMENT WITH THE EMPLOYER FOR REASONS OTHER THAN DEATH UNDER
CIRCUMSTANCES WHICH DO NOT CONSTITUTE RETIREMENT FOR PURPOSES OF THE THRIFT
PLAN; OR
(II) THE PARTICIPANT'S DEATH, BUT HIS VESTING SHALL INCLUDE ANY
ADDITIONAL VESTING PROVIDED UNDER THE THRIFT PLAN BY REASON OF HIS DEATH.
5.3(C) A PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT OR SUPPLEMENTAL DEATH
BENEFIT, AS THE CASE MAY BE, SHALL BE FORFEITED AT THE TIME AND IN THE MANNER
PROVIDED IN APPENDIX C TO THE PLAN.
5.3 NO RESTORATION OF FORFEITED BENEFITS. THERE SHALL BE NO RESTORATION OF
FORFEITED BENEFITS.
5.4 DETERMINATION OF BENEFITS AFTER FORFEITURE FOLLOWED BY RE-EMPLOYMENT.
5.4(A) IF A PARTICIPANT INCURS A FORFEITURE AND SUBSEQUENTLY IS AN ELIGIBLE
EMPLOYEE AND A PARTICIPANT:
(I) HIS EXCESS RETIREMENT BENEFIT AND EXCESS RETIREMENT DEATH
BENEFIT SHALL BE DETERMINED AS THOUGH THE
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RETIREMENT PLAN PROVIDED FOR ACCRUAL OF BENEFITS WITHOUT REGARD TO HIS
SERVICE CREDITED AND COMPENSATION EARNED PRIOR TO SUCH FORFEITURE, AND ANY
ADDITIONAL EXCESS RETIREMENT BENEFIT AND EXCESS RETIREMENT DEATH BENEFIT
EARNED AFTER HIS RE-EMPLOYMENT SHALL BE REDUCED BY THE ACTUARIAL VALUE,
DETERMINED ON THE BASIS OF THE APPLICABLE ACTUARIAL EQUIVALENT OR VALUE
FACTORS UNDER THE RETIREMENT PLAN, OF HIS VESTED EXCESS RETIREMENT BENEFIT
AND EXCESS RETIREMENT DEATH BENEFIT, RESPECTIVELY, EARNED PRIOR TO SUCH
RE-EMPLOYMENT.
(II) A NEW EXCESS THRIFT ACCOUNT SHALL BE ESTABLISHED FOR SUCH
PARTICIPANT TO REFLECT HIS SUBSEQUENT PARTICIPATION IN THE PLAN, AND THE
PARTICIPANT'S VESTED EXCESS THRIFT ACCOUNT AT ANY TIME SHALL EQUAL THE SUM
OF HIS PRIOR VESTED EXCESS THRIFT ACCOUNT AND HIS NEW VESTED EXCESS THRIFT
ACCOUNT AT SUCH TIME.
5.4(B) IF A PARTICIPANT INCURS A FORFEITURE AND SUBSEQUENTLY IS AN ELIGIBLE
EMPLOYEE AND A SUPPLEMENTAL BENEFIT PARTICIPANT, UNLESS OTHERWISE PROVIDED IN
APPENDIX C TO THE PLAN, HIS SUPPLEMENTAL RETIREMENT BENEFIT AND SUPPLEMENTAL
DEATH BENEFIT SHALL BE DETERMINED WITHOUT REGARD TO HIS SERVICE CREDITED AND
COMPENSATION EARNED PRIOR TO SUCH FORFEITURE.
ARTICLE VI
PAYMENT OF BENEFITS
6.1 TIME AND MANNER FOR PAYMENT OF BENEFITS.
6.1(A) A PARTICIPANT'S VESTED EXCESS RETIREMENT BENEFIT, OR THE VESTED
EXCESS RETIREMENT DEATH BENEFIT WITH RESPECT TO A PARTICIPANT, SHALL BE PAYABLE
COMMENCING AT THE TIME THAT THE PARTICIPANT'S ACCRUED BENEFIT OR PRE-RETIREMENT
SPOUSE'S DEATH BENEFIT, RESPECTIVELY, COMMENCES TO BE PAID UNDER THE RETIREMENT
PLAN, AS APPLICABLE WITH RESPECT TO THE BENEFIT PAYMENT HEREUNDER. SUCH BENEFIT
SHALL BE PAYABLE TO THE PARTICIPANT OR, WHERE APPLICABLE, THE PARTICIPANT'S
BENEFICIARY IN THE SAME MANNER, AT THE SAME TIME, FOR THE SAME DURATION AND
SUBJECT TO ALL THE SAME OTHER OPTIONS, CONDITIONS, PRIVILEGES, ACTUARIAL
EQUIVALENT OR VALUE FACTORS, RESTRICTIONS, BENEFIT SUSPENSIONS AND OTHER PAYMENT
PROVISIONS AS ARE APPLICABLE TO THE BENEFIT PAYABLE TO THE PARTICIPANT OR HIS
BENEFICIARY UNDER THE RETIREMENT PLAN, AS APPLICABLE WITH RESPECT TO THE BENEFIT
PAYMENT HEREUNDER.
6.1(B) A PARTICIPANT'S VESTED EXCESS THRIFT BENEFIT, OR THE VESTED EXCESS
THRIFT DEATH BENEFIT WITH RESPECT TO A PARTICIPANT, AS THE CASE MAY BE, SHALL BE
PAYABLE COMMENCING AT THE TIME THAT THE PARTICIPANT'S ACCRUED BENEFIT COMMENCES
TO BE PAID UNDER THE THRIFT PLAN, AS APPLICABLE WITH RESPECT TO THE BENEFIT
PAYMENT HEREUNDER. SUCH BENEFIT SHALL BE PAYABLE TO THE PARTICIPANT OR, WHERE
APPLICABLE, THE PARTICIPANT'S BENEFICIARY IN THE SAME MANNER, AT THE SAME TIME,
FOR THE SAME DURATION AND SUBJECT TO ALL THE SAME OTHER OPTIONS, CONDITIONS,
PRIVILEGES, ACTUARIAL EQUIVALENT OR VALUE FACTORS, RESTRICTIONS, BENEFIT
SUSPENSIONS AND OTHER PAYMENT PROVISIONS AS ARE APPLICABLE TO THE BENEFIT
PAYABLE TO THE PARTICIPANT OR HIS BENEFICIARY UNDER THE THRIFT PLAN, AS
APPLICABLE WITH RESPECT TO THE BENEFIT PAYMENT HEREUNDER.
6.1(C) A PARTICIPANT'S VESTED SUPPLEMENTAL RETIREMENT BENEFIT, OR THE VESTED
SUPPLEMENTAL DEATH BENEFIT WITH RESPECT TO A PARTICIPANT, AS THE CASE MAY BE,
SHALL BE PAID AT THE TIME AND IN THE MANNER PROVIDED IN APPENDIX C TO THE PLAN.
6.2 DISCRETIONARY CASH-OUT BY LUMP SUM PAYMENT.
6.2(A) NOTWITHSTANDING THE FORM OF BENEFIT PAYMENT PROVISIONS OF PARAGRAPH
6.1, IN THE SOLE DISCRETION OF THE ADMINISTRATOR, A PARTICIPANT'S VESTED EXCESS
RETIREMENT BENEFIT, OR VESTED EXCESS RETIREMENT DEATH BENEFIT WITH RESPECT TO A
PARTICIPANT, MAY BE CASHED-OUT IN A LUMP SUM PAYMENT, DETERMINED ON THE BASIS OF
THE APPLICABLE ACTUARIAL EQUIVALENT AND VALUE FACTORS UNDER THE RETIREMENT PLAN,
IF EITHER (I) THE ENTIRE ACTUARIAL VALUE OF SUCH BENEFIT IS NOT OVER $10,000 OR
(II) THE MONTHLY PAYMENT AMOUNT IS NOT OVER $500.
6.2(B) NOTWITHSTANDING THE FORM OF BENEFIT PAYMENT PROVISIONS OF PARAGRAPH
6.1, IN THE SOLE DISCRETION OF THE ADMINISTRATOR, A PARTICIPANT'S VESTED EXCESS
THRIFT BENEFIT, OR THE VESTED EXCESS THRIFT DEATH BENEFIT WITH RESPECT TO A
PARTICIPANT, MAY BE CASHED-OUT IN A LUMP SUM PAYMENT IN AN AMOUNT EQUAL TO THE
VESTED BALANCE IN THE PARTICIPANT'S EXCESS THRIFT ACCOUNT AT SUCH TIME IF, AT
ANY TIME PRIOR TO THE COMMENCEMENT OF PAYMENT, THE ENTIRE VESTED EXCESS THRIFT
ACCOUNT BALANCE IS NOT OVER $10,000 OR IF, AT ANY TIME AFTER THE COMMENCEMENT OF
PAYMENT, EITHER (I) THE ENTIRE ACTUARIAL VALUE OF SUCH BENEFIT IS NOT OVER
$10,000 OR (II) THE MONTHLY PAYMENT AMOUNT IS NOT OVER $500 (WITH THE LUMP SUM
AND ACTUARIAL VALUATION BASED ON THE APPLICABLE ANNUITY PURCHASE RATE UNDER THE
THRIFT PLAN FOR THE FORM OF PAYMENT IN QUESTION.
6.3 BENEFIT DETERMINATION AND PAYMENT PROCEDURE. THE ADMINISTRATOR SHALL
MAKE ALL DETERMINATIONS CONCERNING ELIGIBILITY FOR BENEFITS UNDER THE PLAN, THE
TIME OR TERMS OF PAYMENT, AND THE FORMS OR MANNER OF PAYMENT TO THE PARTICIPANT
OR THE PARTICIPANT'S BENEFICIARY, IN THE EVENT OF THE DEATH OF THE PARTICIPANT.
THE ADMINISTRATOR SHALL PROMPTLY NOTIFY THE EMPLOYER AND, WHERE PAYMENTS ARE TO
BE MADE FROM THE RABBI TRUST (IF ESTABLISHED AND MAINTAINED FOR THE PLAN), THE
TRUSTEE THEREOF OF EACH SUCH DETERMINATION THAT BENEFIT PAYMENTS ARE DUE AND
PROVIDE TO THE EMPLOYER AND, WHERE APPLICABLE, SUCH TRUSTEE ALL OTHER
INFORMATION NECESSARY TO ALLOW THE EMPLOYER OR SUCH TRUSTEE, AS THE CASE MAY BE,
TO CARRY OUT SAID DETERMINATION, WHEREUPON THE EMPLOYER OR SUCH TRUSTEE, AS THE
CASE MAY BE, SHALL PAY SUCH BENEFITS IN ACCORDANCE WITH THE ADMINISTRATOR'S
DETERMINATION.
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6.4 PAYMENTS TO MINORS AND INCOMPETENTS. IF A PARTICIPANT OR BENEFICIARY
ENTITLED TO RECEIVE ANY BENEFITS HEREUNDER IS A MINOR OR IS ADJUDGED TO BE
LEGALLY INCAPABLE OF GIVING VALID RECEIPT AND DISCHARGE FOR SUCH BENEFITS, OR IS
DEEMED SO BY THE ADMINISTRATOR, BENEFITS WILL BE PAID TO SUCH PERSON AS THE
ADMINISTRATOR MAY DESIGNATE FOR THE BENEFIT OF SUCH PARTICIPANT OR BENEFICIARY.
SUCH PAYMENTS SHALL BE CONSIDERED A PAYMENT TO SUCH PARTICIPANT OR BENEFICIARY
AND SHALL, TO THE EXTENT MADE, BE DEEMED A COMPLETE DISCHARGE OF ANY LIABILITY
FOR SUCH PAYMENTS UNDER THE PLAN.
6.5 DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED. THE
ADMINISTRATOR SHALL MAKE ALL REASONABLE ATTEMPTS TO DETERMINE THE IDENTITY
AND/OR WHEREABOUTS OF A PARTICIPANT OR HIS BENEFICIARY ENTITLED TO BENEFITS
UNDER THE PLAN, INCLUDING THE MAILING BY CERTIFIED MAIL OF A NOTICE TO THE LAST
KNOWN ADDRESS SHOWN ON THE EMPLOYER'S OR THE ADMINISTRATOR'S RECORDS. IF THE
ADMINISTRATOR IS UNABLE TO LOCATE SUCH A PERSON ENTITLED TO BENEFITS HEREUNDER,
OR IF THERE HAS BEEN NO CLAIM MADE FOR SUCH BENEFITS, THE EMPLOYER SHALL
CONTINUE TO HOLD THE BENEFIT DUE SUCH PERSON, SUBJECT TO ANY APPLICABLE STATUTE
OF ESCHEATS.
6.6 CLAIMS PROCEDURE.
6.6(A) A PARTICIPANT OR BENEFICIARY (THE "CLAIMANT") SHALL HAVE THE RIGHT TO
REQUEST ANY BENEFIT UNDER THE PLAN BY FILING A WRITTEN CLAIM FOR ANY SUCH
BENEFIT WITH THE ADMINISTRATOR ON A FORM PROVIDED BY THE ADMINISTRATOR FOR SUCH
PURPOSE. THE ADMINISTRATOR SHALL GIVE SUCH CLAIM DUE CONSIDERATION AND SHALL
EITHER APPROVE OR DENY IT IN WHOLE OR IN PART. WITHIN NINETY (90) DAYS FOLLOWING
RECEIPT OF SUCH CLAIM BY THE ADMINISTRATOR, NOTICE OF ANY DENIAL THEREOF, IN
WHOLE OR IN PART, SHALL BE DELIVERED TO, AND A RECEIPT THEREFOR SHALL BE
OBTAINED FROM, THE CLAIMANT OR HIS DULY AUTHORIZED REPRESENTATIVE OR SUCH NOTICE
OF DENIAL SHALL BE SENT BY REGISTERED MAIL TO THE CLAIMANT, OR HIS DULY
AUTHORIZED REPRESENTATIVE, AT THE ADDRESS SHOWN ON THE CLAIM FORM OR SUCH
INDIVIDUAL'S LAST KNOWN ADDRESS. THE AFORESAID NINETY (90) DAY RESPONSE PERIOD
MAY BE EXTENDED TO ONE HUNDRED EIGHTY (180) DAYS AFTER RECEIPT OF THE CLAIMANT'S
CLAIM IF SPECIAL CIRCUMSTANCES EXIST AND IF WRITTEN NOTICE OF THE EXTENSION TO
ONE HUNDRED EIGHTY (180) DAYS INDICATING THE SPECIAL CIRCUMSTANCES INVOLVED AND
THE DATE BY WHICH A DECISION IS EXPECTED TO BE MADE IS FURNISHED TO THE CLAIMANT
WITHIN NINETY (90) DAYS AFTER RECEIPT OF THE CLAIMANT'S CLAIM. SUCH NOTICE OF
DENIAL SHALL BE WRITTEN IN A MANNER CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT
AND SHALL:
(I) SET FORTH A SPECIFIC REASON OR REASONS FOR THE DENIAL,
(II) MAKE SPECIFIC REFERENCE TO THE PERTINENT PROVISIONS OF THE
PLAN ON WHICH ANY DENIAL OF BENEFITS IS BASED,
(III) DESCRIBE ANY ADDITIONAL MATERIAL OR INFORMATION NECESSARY FOR
THE CLAIMANT TO PERFECT THE CLAIM AND EXPLAIN WHY SUCH MATERIAL OR
INFORMATION IS NECESSARY, AND
(IV) EXPLAIN THE CLAIM REVIEW PROCEDURE OF SUBPARAGRAPH 6.6(B).
IF SUCH NOTICE OF DENIAL IS NOT PROVIDED TO THE CLAIMANT WITHIN THE
APPLICABLE NINETY (90) DAY OR ONE HUNDRED EIGHTY (180) DAY PERIOD, THE
CLAIMANT'S CLAIM SHALL BE CONSIDERED DENIED FOR PURPOSES OF THE CLAIM REVIEW
PROCEDURE OF SUBPARAGRAPH 6.6(B).
6.6(B) A PARTICIPANT OR BENEFICIARY WHOSE CLAIM FILED PURSUANT TO
SUBPARAGRAPH 6.6(A) HAS BEEN DENIED, IN WHOLE OR IN PART, MAY, WITHIN SIXTY (60)
DAYS FOLLOWING RECEIPT OF NOTICE OF SUCH DENIAL, OR FOLLOWING THE EXPIRATION OF
THE APPLICABLE PERIOD PROVIDED FOR IN SUBPARAGRAPH 6.6(A) FOR NOTIFYING THE
CLAIMANT OF THE DECISION ON THE CLAIM IF NO NOTICE OF DENIAL IS PROVIDED, MAKE
WRITTEN APPLICATION TO THE ADMINISTRATOR FOR A REVIEW OF SUCH CLAIM, WHICH
APPLICATION SHALL BE FILED WITH THE ADMINISTRATOR.
FOR PURPOSES OF SUCH REVIEW, THE CLAIMANT OR HIS DULY AUTHORIZED REPRESENTATIVE
MAY REVIEW PLAN DOCUMENTS PERTINENT TO SUCH CLAIM AND MAY SUBMIT TO THE
ADMINISTRATOR WRITTEN ISSUES AND COMMENTS RESPECTING SUCH CLAIM. THE
ADMINISTRATOR MAY SCHEDULE AND HOLD A HEARING. THE ADMINISTRATOR SHALL MAKE A
FULL AND FAIR REVIEW OF ANY DENIAL OF A CLAIM FOR BENEFITS AND ISSUE ITS
DECISION THEREON PROMPTLY, BUT NO LATER THAN SIXTY (60) DAYS AFTER RECEIPT BY
THE ADMINISTRATOR OF THE CLAIMANT'S REQUEST FOR REVIEW, OR ONE HUNDRED TWENTY
(120) DAYS AFTER SUCH RECEIPT IF A HEARING IS TO BE HELD OR IF OTHER SPECIAL
CIRCUMSTANCES EXIST AND IF WRITTEN NOTICE OF THE EXTENSION TO ONE HUNDRED TWENTY
(120) DAYS IS FURNISHED TO THE CLAIMANT WITHIN SIXTY (60) DAYS AFTER THE RECEIPT
OF THE CLAIMANT'S REQUEST FOR A REVIEW. SUCH DECISION SHALL BE IN WRITING,
SHALL BE DELIVERED BY THE ADMINISTRATOR TO THE CLAIMANT AND SHALL:
(I) INCLUDE SPECIFIC REASONS FOR THE DECISION,
(II) BE WRITTEN IN A MANNER CALCULATED TO BE UNDERSTOOD BY THE
CLAIMANT, AND
(III) CONTAIN SPECIFIC REFERENCES TO THE PERTINENT PLAN PROVISIONS
ON WHICH THE DECISION IS BASED.
THE ADMINISTRATOR'S DECISION MADE IN GOOD FAITH SHALL BE FINAL.
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ARTICLE VII
FUNDING
7.1 FUNDING.
7.1(A) THE UNDERTAKING TO PAY THE BENEFITS HEREUNDER SHALL BE AN UNFUNDED
OBLIGATION PAYABLE SOLELY FROM THE GENERAL ASSETS OF THE EMPLOYER AND SUBJECT TO
THE CLAIMS OF THE EMPLOYER'S CREDITORS.
7.1(B) EXCEPT AS MAY BE PROVIDED IN ANY RABBI TRUST, NOTHING CONTAINED IN
THE PLAN AND NO ACTION TAKEN PURSUANT TO THE PROVISIONS OF THE PLAN SHALL CREATE
OR BE CONSTRUED TO CREATE A TRUST OF ANY KIND OR A FIDUCIARY RELATIONSHIP
BETWEEN THE EMPLOYER AND THE PARTICIPANT OR HIS BENEFICIARY OR ANY OTHER PERSON
OR TO GIVE ANY PARTICIPANT OR BENEFICIARY ANY RIGHT, TITLE OR INTEREST IN ANY
SPECIFIC ASSET OR ASSETS OF THE EMPLOYER. TO THE EXTENT THAT ANY PERSON ACQUIRES
A RIGHT TO RECEIVE PAYMENTS FROM THE EMPLOYER UNDER THE PLAN, SUCH RIGHTS SHALL
BE NO GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF THE EMPLOYER.
7.1(C) EACH EMPLOYER SHALL BE JOINTLY AND SEVERALLY LIABLE FOR THE PAYMENTS
OF BENEFITS UNDER THE PLAN ACCRUED WHILE A PARTICIPATING EMPLOYER. AS BETWEEN
EMPLOYERS, PRIMARY RESPONSIBILITY FOR THE EXCESS RETIREMENT BENEFIT, EXCESS
THRIFT BENEFIT, EXCESS RETIREMENT DEATH BENEFIT, EXCESS THRIFT DEATH BENEFIT
OBLIGATIONS TO A PARTICIPANT HEREUNDER SHALL BE BASED ON THE COMPENSATION PAID
BY EACH SUCH EMPLOYER TO THE PARTICIPANT ON WHICH SUCH BENEFITS UNDER THE PLAN
ARE ACCRUED, AND PRIMARY RESPONSIBILITY FOR THE SUPPLEMENTAL RETIREMENT BENEFIT
AND SUPPLEMENTAL RETIREMENT DEATH BENEFIT OBLIGATIONS HEREUNDER TO A PARTICIPANT
SHALL BE BASED ON THE COMPENSATION PAID BY EACH SUCH EMPLOYER TO THE PARTICIPANT
DURING THE PARTICIPANT'S LAST CONTINUOUS PERIOD OF EMPLOYMENT WITH THE EMPLOYERS
DURING WHICH SUCH BENEFIT(S) ARE AWARDED.
7.1(D) EXCEPT TO THE EXTENT PAID FROM ANY RABBI TRUST, HOME BENEFICIAL LIFE
INSURANCE COMPANY AS A PARTICIPATING EMPLOYER AGREES TO, AND SHALL, PAY BENEFITS
DUE UNDER THE PLAN ON BEHALF OF ALL EMPLOYERS. HOME BENEFICIAL LIFE INSURANCE
COMPANY MAY REQUIRE CONTRIBUTIONS BY PARTICIPATING EMPLOYERS AT SUCH TIMES
(WHETHER BEFORE, AT OR AFTER THE TIME OF PAYMENT), IN SUCH AMOUNTS AND ON SUCH
BASIS AS IT OR THE PLAN SPONSOR MAY FROM TIME TO TIME DETERMINE IN ORDER TO
DEFRAY THE COSTS OF BENEFITS UNDER AND ADMINISTRATION OF THE PLAN.
7.2 USE OF RABBI TRUST PERMITTED. NOTWITHSTANDING ANY PROVISION HEREIN TO
THE CONTRARY, THE PLAN SPONSOR MAY IN ITS SOLE DISCRETION ELECT TO ESTABLISH AND
FUND THE RABBI TRUST FOR THE PURPOSE OF PROVIDING BENEFITS UNDER THE PLAN.
ARTICLE VIII
FIDUCIARIES
8.1 FIDUCIARIES AND DUTIES AND RESPONSIBILITIES. AUTHORITY TO CONTROL AND
MANAGE THE OPERATION AND ADMINISTRATION OF THE PLAN SHALL BE VESTED IN THE
FOLLOWING, WHO, TOGETHER WITH THEIR MEMBERSHIP, IF ANY, SHALL BE THE FIDUCIARIES
UNDER THE PLAN WITH THOSE POWERS, DUTIES, AND RESPONSIBILITIES SPECIFICALLY
ALLOCATED TO THEM BY THE PLAN:
8.1(A) PLAN ADMINISTRATOR - THE PLAN ADMINISTRATOR NAMED AND SERVING AS
PROVIDED IN ARTICLE IX HEREOF.
8.1(B) TRUSTEE - THE TRUSTEE, IF ANY, OF ANY RABBI TRUST.
8.2 LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES. THE DUTIES AND
RESPONSIBILITIES, AND ANY LIABILITY THEREFOR, OF THE FIDUCIARIES PROVIDED FOR IN
PARAGRAPH 8.1 SHALL BE SEVERALLY LIMITED TO THE DUTIES AND RESPONSIBILITIES
SPECIFICALLY ALLOCATED TO EACH SUCH FIDUCIARY IN ACCORDANCE WITH THE TERMS OF
THE PLAN, AND THERE SHALL BE NO JOINT DUTY, RESPONSIBILITY, OR LIABILITY AMONG
ANY SUCH GROUPS OF FIDUCIARIES IN THE CONTROL AND MANAGEMENT OF THE OPERATION
AND ADMINISTRATION OF THE PLAN.
8.3 SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY. ANY PERSON OR GROUP
OF PERSONS MAY SERVE IN MORE THAN ONE FIDUCIARY CAPACITY WITH RESPECT TO THE
PLAN.
8.4 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES BY FIDUCIARIES.
BY WRITTEN AGREEMENT FILED WITH THE ADMINISTRATOR AND THE PLAN SPONSOR, ANY
DUTIES AND RESPONSIBILITIES OF ANY FIDUCIARY MAY BE ALLOCATED AMONG FIDUCIARIES
OR MAY BE DELEGATED TO PERSONS OTHER THAN FIDUCIARIES. ANY WRITTEN AGREEMENT
SHALL SPECIFICALLY SET FORTH THE DUTIES AND RESPONSIBILITIES SO ALLOCATED OR
DELEGATED, SHALL CONTAIN REASON ABLE PROVISIONS FOR TERMINATION, AND SHALL BE
EXECUTED BY THE PARTIES THERETO.
8.5 ASSISTANCE AND CONSULTATION. A FIDUCIARY, AND ANY DELEGATE NAMED
PURSUANT TO PARAGRAPH 8.4, MAY ENGAGE AGENTS TO ASSIST IN ITS DUTIES AND MAY
CONSULT WITH COUNSEL, WHO MAY BE COUNSEL FOR THE EMPLOYER, WITH RESPECT TO ANY
MATTER AFFECTING THE PLAN OR ITS OBLIGATIONS AND RESPONSIBILITIES HEREUNDER, OR
WITH RESPECT TO ANY ACTION OR PROCEEDING AFFECTING THE PLAN.
8.6 COMPENSATION AND EXPENSES. ALL COMPENSATION AND EXPENSES OF THE
FIDUCIARIES AND THEIR AGENTS AND COUNSEL SHALL BE PAID OR REIMBURSED BY THE
EMPLOYER ON SUCH BASIS AS THE PLAN SPONSOR SHALL DETERMINE; PROVIDED, HOWEVER,
THAT EACH PERSON OR COMMITTEEMAN SERVING AS A FIDUCIARY SHALL SERVE WITHOUT
COMPENSATION FOR SUCH SERVICE UNLESS OTHERWISE DETERMINED BY THE PLAN
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SPONSOR OR, IN THE CASE OF THE TRUSTEE UNDER ANY RABBI TRUST, UNLESS OTHERWISE
PROVIDED IN THE RABBI TRUST.
8.7 INDEMNIFICATION. THE EMPLOYER, ON SUCH BASIS AS THE PLAN SPONSOR SHALL
DETERMINE, SHALL INDEMNIFY AND HOLD HARMLESS ANY INDIVIDUAL WHO IS AN EMPLOYEE
OF THE EMPLOYER OR AN AFFILIATE AND WHO IS A FIDUCIARY OR A MEMBER OF A
FIDUCIARY UNDER THE PLAN AND ANY OTHER INDIVIDUAL WHO IS AN EMPLOYEE OF THE
EMPLOYER OR AN AFFILIATE AND TO WHOM DUTIES OF A FIDUCIARY ARE DELEGATED
PURSUANT TO PARAGRAPH 8.4, TO THE EXTENT PERMITTED BY LAW, FROM AND AGAINST ANY
LIABILITY, LOSS, COST OR EXPENSE ARISING FROM THEIR GOOD FAITH ACTION OR
INACTION IN CONNECTION WITH THEIR RESPONSIBILITIES UNDER THE PLAN.
ARTICLE IX
PLAN ADMINISTRATOR
9.1 APPOINTMENT OF PLAN ADMINISTRATOR. THE PLAN SPONSOR MAY APPOINT ONE OR
MORE PERSONS TO SERVE AS THE PLAN ADMINISTRATOR (THE "ADMINISTRATOR") FOR THE
PURPOSE OF CARRYING OUT THE DUTIES SPECIFICALLY IMPOSED ON THE ADMINISTRATOR BY
THE PLAN AND THE CODE. IN THE EVENT MORE THAN ONE PERSON IS APPOINTED, THE
PERSONS SHALL FORM A COMMITTEE FOR THE PURPOSE OF FUNCTIONING AS THE
ADMINISTRATOR OF THE PLAN. THE PERSON OR COMMITTEEMEN SERVING AS ADMINISTRATOR
SHALL SERVE FOR INDEFINITE TERMS AT THE PLEASURE OF THE PLAN SPONSOR, AND MAY,
BY THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO THE PLAN SPONSOR, TERMINATE SUCH
APPOINTMENT. THE PLAN SPONSOR SHALL INFORM THE TRUSTEE OF ANY RABBI TRUST OF ANY
SUCH APPOINTMENT OR TERMINATION, AND ANY SUCH TRUSTEE MAY ASSUME THAT ANY PERSON
APPOINTED CONTINUES IN OFFICE UNTIL NOTIFIED OF ANY CHANGE.
9.2 PLAN SPONSOR AS PLAN ADMINISTRATOR. IN THE EVENT THAT NO ADMINISTRATOR
IS APPOINTED OR IN OFFICE PURSUANT TO PARAGRAPH 9.1, THE PLAN SPONSOR SHALL BE
THE ADMINISTRATOR.
9.3 PROCEDURE IF A COMMITTEE. IF THE ADMINISTRATOR IS A COMMITTEE, IT SHALL
APPOINT FROM ITS MEMBERS A CHAIRMAN AND A SECRETARY. THE SECRETARY SHALL KEEP
RECORDS AS MAY BE NECESSARY OF THE ACTS AND RESOLUTIONS OF SUCH COMMITTEE AND BE
PREPARED TO FURNISH REPORTS THEREOF TO THE PLAN SPONSOR AND THE TRUSTEE OF ANY
RABBI TRUST. EXCEPT AS OTHERWISE PROVIDED, ALL INSTRUMENTS EXECUTED ON BEHALF OF
SUCH COMMITTEE MAY BE EXECUTED BY ITS CHAIRMAN OR SECRETARY, AND THE TRUSTEE OF
ANY RABBI TRUST MAY ASSUME THAT SUCH COMMITTEE, ITS CHAIRMAN OR SECRETARY ARE
THE PERSONS WHO WERE LAST DESIGNATED AS SUCH TO THEM IN WRITING BY THE PLAN
SPONSOR OR ITS CHAIRMAN OR SECRETARY.
9.4 ACTION BY MAJORITY VOTE IF A COMMITTEE. IF THE ADMINISTRATOR IS A
COMMITTEE, ITS ACTION IN ALL MATTERS, QUESTIONS AND DECISIONS SHALL BE
DETERMINED BY A MAJORITY VOTE OF ITS MEMBERS QUALIFIED TO ACT THEREON. THEY MAY
MEET INFORMALLY OR TAKE ANY ACTION WITHOUT THE NECESSITY OF MEETING AS A GROUP.
9.5 APPOINTMENT OF SUCCESSORS. UPON THE DEATH, RESIGNATION OR REMOVAL OF A
PERSON SERVING AS, OR ON A COMMITTEE WHICH IS, THE ADMINISTRATOR, THE PLAN
SPONSOR MAY, BUT NEED NOT, APPOINT A SUCCESSOR.
9.6 DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR. THE ADMINISTRATOR
SHALL HAVE THE FOLLOWING DUTIES AND RESPONSIBILITIES UNDER THE PLAN:
9.6(A) THE ADMINISTRATOR SHALL BE RESPONSIBLE FOR THE FULFILLMENT OF ALL
RELEVANT REPORTING AND DISCLOSURE REQUIREMENTS SET FORTH IN THE PLAN AND THE
CODE AND, IF APPLICABLE, THE ACT, THE DISTRIBUTION THEREOF TO PARTICIPANTS AND
THEIR BENEFICIARIES AND THE FILING THEREOF WITH THE APPROPRIATE GOVERNMENTAL
OFFICIALS AND AGENCIES.
9.6(B) THE ADMINISTRATOR SHALL MAINTAIN AND RETAIN NECESSARY RECORDS
RESPECTING ITS ADMINISTRATION OF THE PLAN AND MATTERS UPON WHICH DISCLOSURE IS
REQUIRED UNDER THE PLAN AND THE CODE AND, IF APPLICABLE, THE ACT.
9.6(C) THE ADMINISTRATOR SHALL MAKE ANY ELECTIONS FOR THE PLAN REQUIRED TO
BE MADE BY IT UNDER THE PLAN AND THE CODE AND, IF APPLICABLE, THE ACT.
9.6(D) THE ADMINISTRATOR IS EMPOWERED TO SETTLE CLAIMS AGAINST THE PLAN AND
TO MAKE SUCH EQUITABLE ADJUSTMENTS IN A PARTICIPANT'S OR BENEFICIARY'S RIGHTS OR
ENTITLEMENTS UNDER THE PLAN AS IT DEEMS APPROPRIATE IN THE EVENT AN ERROR OR
OMISSION IS DISCOVERED OR CLAIMED IN THE OPERATION OR ADMINISTRATION OF THE
PLAN.
9.6(E) THE ADMINISTRATOR MAY CONSTRUE THE PLAN, CORRECT DEFECTS, SUPPLY
OMISSIONS OR RECONCILE INCONSISTENCIES TO THE EXTENT NECESSARY TO EFFECTUATE THE
PLAN AND SUCH ACTION SHALL BE CONCLUSIVE.
9.7 POWER AND AUTHORITY. THE ADMINISTRATOR IS HEREBY VESTED WITH ALL THE
POWER AND AUTHORITY NECESSARY IN ORDER TO CARRY OUT ITS DUTIES AND
RESPONSIBILITIES IN CONNECTION WITH THE ADMINISTRATION OF THE PLAN IMPOSED
HEREUNDER. FOR SUCH PURPOSE, THE
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ADMINISTRATOR SHALL HAVE THE POWER TO ADOPT RULES AND REGULATIONS CONSISTENT
WITH THE TERMS OF THE PLAN.
9.8 AVAILABILITY OF RECORDS. THE EMPLOYER AND THE TRUSTEE OF ANY RABBI TRUST
SHALL, AT THE REQUEST OF THE ADMINISTRATOR, MAKE AVAILABLE NECESSARY RECORDS OR
OTHER INFORMATION THEY POSSESS WHICH MAY BE REQUIRED BY THE ADMINISTRATOR IN
ORDER TO CARRY OUT ITS DUTIES HEREUNDER.
9.9 NO ACTION WITH RESPECT TO OWN BENEFIT. NO ADMINISTRATOR WHO IS A
PARTICIPANT SHALL TAKE ANY PART AS THE ADMINISTRATOR IN ANY DISCRETIONARY ACTION
IN CONNECTION WITH HIS PARTICIPATION AS AN INDIVIDUAL. SUCH ACTION SHALL BE
TAKEN BY THE REMAINING ADMINISTRATOR, IF ANY, OR OTHERWISE BY THE PLAN SPONSOR.
ARTICLE X
AMENDMENT AND TERMINATION OF THE PLAN
10.1 AMENDMENT OR TERMINATION OF THE PLAN.
10.1(A) THE PLAN MAY BE TERMINATED AT ANY TIME BY THE BOARD. THE PLAN MAY BE
AMENDED IN WHOLE OR IN PART FROM TIME TO TIME BY THE BOARD EFFECTIVE AS OF ANY
DATE SPECIFIED. NO AMENDMENT OR TERMINATION SHALL OPERATE TO DECREASE OR
OTHERWISE ADVERSELY AFFECT THE AMOUNT OF A PARTICIPANT'S THEN CURRENTLY ACCRUED
EXCESS RETIREMENT BENEFIT, EXCESS THRIFT BENEFIT OR SUPPLEMENTAL RETIREMENT
BENEFIT OR THE EXCESS RETIREMENT DEATH BENEFIT, EXCESS THRIFT DEATH BENEFIT
ORSUPPLEMENTAL DEATH BENEFIT WITH RESPECT THERETO, OR THE THEN CURRENT OR FUTURE
VESTING THEREOF, DETERMINED AS OF THE EARLIER OF THE DATE ON WHICH THE AMENDMENT
OR TERMINATION IS APPROVED BY THE BOARD OR THE DATE ON WHICH AN INSTRUMENT OF
AMENDMENT OR TERMINATION IS SIGNED ON BEHALF OF THE PLAN SPONSOR UNLESS THE
BENEFIT IS REPLACED BY A COMPARABLE BENEFIT UNDER ANOTHER PLAN OF THE PLAN
SPONSOR OR AN AFFILIATE OR THE AFFECTED PARTICIPANT AGREES IN WRITING.
10.1(B) THE BOARD HEREBY DELEGATES TO THE CHIEF EXECUTIVE OFFICER OF THE
PLAN SPONSOR THE RIGHT TO MODIFY, ALTER, OR AMEND THE PLAN IN WHOLE OR IN PART
TO MAKE ANY TECHNICAL MODIFICATION, ALTERATION OR AMENDMENT WHICH IN THE OPINION
OF COUNSEL FOR THE PLAN SPONSOR IS REQUIRED BY LAW AND IS DEEMED ADVISABLE BY
THE ADMINISTRATOR AND TO MAKE ANY OTHER MODIFICATION, ALTERATION OR AMENDMENT
WHICH DOES NOT, IN THE ADMINISTRATOR'S VIEW, SUBSTANTIALLY INCREASE COSTS,
CONTRIBUTIONS OR BENEFITS AND DOES NOT MATERIALLY AFFECT THE ELIGIBILITY,
VESTING OR BENEFIT ACCRUAL OR ALLOCATION PROVISIONS OF THE PLAN.
10.1(C) ON TERMINATION OF THE PLAN, ALL THEN CURRENTLY ACCRUED EXCESS
RETIREMENT BENEFITS, EXCESS THRIFT BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS
AND THE EXCESS RETIREMENT DEATH BENEFITS, EXCESS THRIFT DEATH BENEFITS AND
SUPPLEMENTAL DEATH BENEFITS, IF ANY, WITH RESPECT THERETO SHALL BE FULLY VESTED
AND NON-FORFEITABLE EXCEPT TO THE EXTENT A PAYMENT MAY BE EXPRESSLY FORFEITABLE
FOR COMPETITION OR SOME OTHER OCCURRENCE OTHER THAN THE PARTICIPANT'S
TERMINATION OF EMPLOYMENT. IF ONLY A PART OF THE PLAN IS TERMINATED, THIS
PROVISION SHALL APPLY TO THE PART THAT IS TERMINATED.
ARTICLE XI
PARTICIPATION BY EMPLOYERS OTHER THAN THE PLAN SPONSOR
11.1 ADOPTION BY ADDITIONAL EMPLOYERS.
11.1(A) ANY AFFILIATE MAY ADOPT THE PLAN WITH THE CONSENT OF THE BOARD AND
ITS BOARD.
11.1(B) IN ADDITION, AND AS ALTERNATIVE TO THE CONSENT, AUTHORIZATION AND
APPROVAL BY THE BOARD REQUIRED UNDER SUBPARAGRAPH 11.1(A) WITH RESPECT TO THE
ADOPTION OF THE PLAN BY AN AFFILIATE, THE CHIEF EXECUTIVE OFFICER OF THE PLAN
SPONSOR SHALL BE AND IS HEREBY AUTHORIZED TO CONSENT TO, AUTHORIZE AND APPROVE
ANY SUCH ADOPTION OF THE PLAN.
11.2 TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE PLAN
SPONSOR.
11.2(A) THE PLAN SHALL TERMINATE WITH RESPECT TO ANY EMPLOYER OTHER THAN THE
PLAN SPONSOR, AND SUCH EMPLOYER SHALL AUTOMATICALLY CEASE TO BE A PARTICIPATING
EMPLOYER IN THE PLAN, UPON THE HAPPENING OF ANY OF THE FOLLOWING EVENTS:
(I) ACTION BY THE EMPLOYER'S BOARD TERMINATING ITS PARTICIPATION
IN THE PLAN AND SPECIFYING THE DATE OF SUCH TERMINATION. NOTICE OF SUCH
TERMINATION SHALL BE DELIVERED TO THE ADMINISTRATOR AND THE PLAN SPONSOR.
(II) THE EMPLOYER'S CEASING TO BE AN AFFILIATE.
(III) ACTION BY THE BOARD OR CHIEF EXECUTIVE OFFICER OF THE PLAN
SPONSOR TERMINATING AN EMPLOYER'S PARTICIPATION IN THE PLAN AND SPECIFYING
THE DATE OF SUCH TERMINATION. NOTICE OF SUCH TERMINATION SHALL BE DELIVERED
TO THE ADMINISTRATOR AND THE FORMER PARTICIPATING EMPLOYER.
11.2(B) TERMINATION OF THE PLAN WITH RESPECT TO ANY EMPLOYER SHALL MEAN
TERMINATION OF FURTHER BENEFIT ACCRUAL BY AND
58
ACTIVE PARTICIPATION OF THE PARTICIPANTS EMPLOYED BY SUCH EMPLOYER WITH RESPECT
TO SUCH EMPLOYMENT.
11.2(C) NOTWITHSTANDING THE FOREGOING, NO TERMINATION WITH RESPECT TO ANY
EMPLOYER SHALL OPERATE TO DECREASE OR OTHERWISE ADVERSELY AFFECT A PARTICIPANT'S
THEN CURRENTLY ACCRUED EXCESS RETIREMENT BENEFIT, EXCESS THRIFT BENEFIT OR
SUPPLEMENTAL RETIREMENT BENEFIT OR THE EXCESS RETIREMENT DEATH BENEFIT, EXCESS
THRIFT DEATH BENEFIT OR SUPPLEMENTAL DEATH BENEFIT WITH RESPECT THERETO, OR THE
THEN CURRENT OR FUTURE VESTING THEREOF, DETERMINED AS OF THE EARLIER OF THE DATE
ON WHICH THE TERMINATION IS APPROVED OR THE DATE ON WHICH AN INSTRUMENT OF
TERMINATION IS SIGNED UNLESS THE BENEFIT IS REPLACED BY A COMPARABLE BENEFIT
UNDER ANOTHER PLAN OF THE PLAN SPONSOR, THE EMPLOYER IN QUESTION OR THE
AFFILIATE OR A SUCCESSOR THERETO OR THE AFFECTED PARTICIPANT AGREES IN WRITING.
11.2(D) ON TERMINATION OF THE PLAN WITH RESPECT TO AN AFFILIATE, ALL THEN
CURRENTLY ACCRUED EXCESS RETIREMENT BENEFITS, EXCESS THRIFT BENEFITS AND
SUPPLEMENTAL RETIREMENT BENEFITS OF EMPLOYEES OF THAT AFFILIATE WHO CEASE TO BE
ACTIVE PARTICIPANTS IN THE PLAN BY REASON OF THEIR CEASING TO BE COVERED
EMPLOYEES AND THE EXCESS RETIREMENT DEATH BENEFITS, EXCESS THRIFT DEATH BENEFITS
AND SUPPLEMENTAL DEATH BENEFITS, IF ANY, WITH RESPECT THERETO SHALL BE FULLY
VESTED AND NON-FORFEITABLE EXCEPT TO THE EXTENT A PAYMENT MAY BE EXPRESSLY
FORFEITABLE FOR COMPETITION OR SOME OTHER OCCURRENCE OTHER THAN THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT.
11.3 EFFECT OF EMPLOYER MERGER, CONSOLIDATION OR LIQUIDATION.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS ARTICLE XI, THE MERGER OR
LIQUIDATION OF ANY EMPLOYER INTO ANY OTHER EMPLOYER OR THE CONSOLIDATION OF TWO
(2) OR MORE OF THE EMPLOYERS SHALL NOT CAUSE THE PLAN TO TERMINATE WITH RESPECT
TO THE MERGING, LIQUIDATING OR CONSOLIDATING EMPLOYERS, PROVIDED THAT THE PLAN
HAS BEEN ADOPTED OR IS CONTINUED BY AND HAS NOT TERMINATED WITH RESPECT TO THE
SURVIVING OR CONTINUING EMPLOYER.
ARTICLE XII
MISCELLANEOUS
12.1 NON-ASSIGNABILITY. THE INTERESTS OF EACH PARTICIPANT UNDER THE PLAN ARE
NOT SUBJECT TO CLAIMS OF THE PARTICIPANT'S CREDITORS; AND NEITHER THE
PARTICIPANT, NOR HIS BENEFICIARY, SHALL HAVE ANY RIGHT TO SELL, ASSIGN, TRANSFER
OR OTHERWISE CONVEY THE RIGHT TO RECEIVE ANY PAYMENTS HEREUNDER OR ANY INTEREST
UNDER THE PLAN, WHICH PAYMENTS AND INTEREST ARE EXPRESSLY DECLARED TO BE
NON-ASSIGNABLE AND NONTRANSFERABLE.
12.2 RIGHT TO REQUIRE INFORMATION AND RELIANCE THEREON. THE PLAN SPONSOR,
THE EMPLOYER AND THE ADMINISTRATOR SHALL HAVE THE RIGHT TO REQUIRE ANY
PARTICIPANT, BENEFICIARY OR OTHER PERSON RECEIVING BENEFIT PAYMENTS TO PROVIDE
IT WITH SUCH INFORMATION, IN WRITING, AND IN SUCH FORM AS IT MAY DEEM NECESSARY
TO THE ADMINISTRATION OF THE PLAN AND MAY RELY THEREON IN CARRYING OUT ITS
DUTIES HEREUNDER. ANY PAYMENT TO OR ON BEHALF OF A PARTICIPANT OR BENEFICIARY IN
ACCORDANCE WITH THE PROVISIONS OF THE PLAN IN GOOD FAITH RELIANCE UPON ANY SUCH
WRITTEN INFORMATION PROVIDED BY A PARTICIPANT OR ANY OTHER PERSON TO WHOM SUCH
PAYMENT IS MADE SHALL BE IN FULL SATISFACTION OF ALL CLAIMS BY SUCH PARTICIPANT
AND HIS BENEFICIARY; AND ANY PAYMENT TO OR ON BEHALF OF A BENEFICIARY IN
ACCORDANCE WITH THE PROVISION SO THE PLAN IN GOOD FAITH RELIANCE UPON ANY SUCH
WRITTEN INFORMATION PROVIDED BY SUCH BENEFICIARY OR ANY OTHER PERSON TO WHOM
SUCH PAYMENT IS MADE SHALL BE IN FULL SATISFACTION OF ALL CLAIMS BY SUCH
BENEFICIARY.
12.3 NOTICES AND ELECTIONS. ALL NOTICES REQUIRED TO BE GIVEN IN WRITING AND
ALL ELECTIONS REQUIRED TO BE MADE IN WRITING, UNDER ANY PROVISION OF THE PLAN,
SHALL BE INVALID UNLESS MADE ON SUCH FORMS AS MAY BE PROVIDED OR APPROVED BY THE
ADMINISTRATOR AND, IN THE CASE OF A NOTICE OR ELECTION BY A PARTICIPANT OR
BENEFICIARY, UNLESS EXECUTED BY THE PARTICIPANT OR BENEFICIARY GIVING SUCH
NOTICE OR MAKING SUCH ELECTION.
12.4 DELEGATION OF AUTHORITY. WHENEVER THE PLAN SPONSOR OR ANY EMPLOYER IS
PERMITTED OR REQUIRED TO PERFORM ANY ACT, SUCH ACT MAY BE PERFORMED BY ITS
PRESIDENT OR CHIEF EXECUTIVE OFFICER OR OTHER PERSON DULY AUTHORIZED BY ITS
PRESIDENT OR CHIEF EXECUTIVE OFFICER OR ITS BOARD.
12.5 SERVICE OF PROCESS. THE ADMINISTRATOR SHALL BE THE AGENT FOR SERVICE
OF PROCESS ON THE PLAN.
12.6 GOVERNING LAW. THE PLAN SHALL BE CONSTRUED, ENFORCED AND ADMINISTERED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, AND ANY FEDERAL LAW
WHICH PREEMPTS THE SAME.
12.7 BINDING EFFECT. THE PLAN SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE EMPLOYER, ITS SUCCESSORS AND ASSIGNS, AND THE PARTICIPANT AND HIS
HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL REPRESENTATIVES.
12.8 SEVERABILITY. IF ANY PROVISION OF THE PLAN SHOULD FOR ANY REASON BE
DECLARED INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THE
REMAINING PROVISIONS SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.
12.9 NO EFFECT ON EMPLOYMENT AGREEMENT. THE PLAN SHALL NOT BE CONSIDERED
OR CONSTRUED TO MODIFY, AMEND OR
59
SUPERSEDE ANY EMPLOYMENT AGREEMENT BETWEEN THE EMPLOYER AND THE PARTICIPANT
HERETOFORE OR HEREAFTER ENTERED INTO UNLESS SO SPECIFICALLY PROVIDED.
12.10 GENDER AND NUMBER. IN THE CONSTRUCTION OF THE PLAN, THE MASCULINE
SHALL INCLUDE THE FEMININE OR NEUTER AND THE SINGULAR SHALL INCLUDE THE PLURAL
AND VICE-VERSA IN ALL CASES WHERE SUCH MEANINGS WOULD BE APPROPRIATE.
12.11 TITLES AND CAPTIONS. TITLES AND CAPTIONS AND HEADINGS HEREIN HAVE BEEN
INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE TO BE IGNORED IN ANY
CONSTRUCTION OF THE PROVISIONS HEREOF.
12.12 CONSTRUCTION. THE PLAN AND THE FUND (IF ESTABLISHED) ARE CREATED FOR
THE BENEFIT OF ELIGIBLE EMPLOYEES OF THE EMPLOYER AND THEIR BENEFICIARIES AND
SHALL BE INTERPRETED AND ADMINISTERED IN A MANNER CONSISTENT WITH THEIR BEING AN
UNFUNDED DEFERRED COMPENSATION PLAN MAINTAINED FOR A SELECT GROUP OF MANAGEMENT
OR HIGHLY COMPENSATED EMPLOYEES (SOMETIMES REFERRED TO AS A "TOP-HAT" PLAN)
DESCRIBED IN SECTIONS 201(2), 301(A)(3) AND 401(A)(1) OF THE ACT. THE FUND (IF
ESTABLISHED) IS INTENDED TO BE A GRANTOR TRUST, OF WHICH THE EMPLOYER IS THE
GRANTOR, WITHIN THE MEANING OF SUBPART E, PART I, SUBCHAPTER J, CHAPTER 1,
SUBTITLE A OF THE CODE, AND SHALL BE CONSTRUED ACCORDINGLY. CERTAIN BENEFITS
UNDER THE PLAN ARE INTENDED TO BE EXCESS BENEFITS WITHIN THE MEANING OF SECTIONS
3(36) AND 4(B)(5) OF THE ACT AND SHALL BE INTERPRETED AND ADMINISTERED AS SUCH.
12.13 INCOME AND EMPLOYMENT TAXES. BENEFITS UNDER THE PLAN GENERALLY ARE
ANTICIPATED TO BE SUBJECT TO INCOME AND EMPLOYMENT TAX WITHHOLDING FROM TIME TO
TIME. NOTWITHSTANDING ANY CONTRARY PROVISION OF THE PLAN, IF A PARTICIPANT DOES
NOT HAVE OTHER COMPENSATION FROM WHICH ANY TAXES REQUIRED TO BE WITHHELD WITH
RESPECT TO HIS PLAN BENEFITS CAN BE WITHHELD OR THE PARTICIPANT DOES NOT MAKE
OTHER ARRANGEMENTS SATISFACTORY TO THE ADMINISTRATOR FOR PAYMENT OF THE SAME,
THE AMOUNT OF THE PARTICIPANT'S BENEFITS UNDER THE PLAN MAY AT THE DIRECTION OF
THE ADMINISTRATOR BE REDUCED BY ANY TAXES REQUIRED TO BE WITHHELD THEREFROM AND
NOT OTHERWISE PROVIDED FOR.
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IN WITNESS WHEREOF, EACH EMPLOYER HAS CAUSED THE PLAN TO BE SIGNED ON
ITS BEHALF BY ITS DULY AUTHORIZED OFFICER OR MEMBER OF ITS BOARD OF DIRECTORS ON
THE DAY, MONTH AND YEAR AFORESAID.
HOME BENEFICIAL CORPORATION,
PLAN SPONSOR
BY:
-----------------------------------
ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER
HOME BENEFICIAL LIFE INSURANCE COMPANY,
PARTICIPATING EMPLOYER
BY:
-----------------------------------------
ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER
61
HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
APPENDIX A
(AS OF JULY 1, 1996)
LIST OF PARTICIPATING EMPLOYERS
EFFECTIVE DATE
EFFECTIVE DATE
PLACE OF OF COMMENCEMENT
OF TERMINATION
NAME INCORPORATION OF PARTICIPATION
OF PARTICIPATION
HOME BENEFICIAL CORPORATION VIRGINIA JULY 1, 1996
----
HOME BENEFICIAL LIFE
INSURANCE COMPANY VIRGINIA JULY 1, 1996
----
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HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
APPENDIX B
(AS OF JULY 1, 1996)
LIST OF EXCESS BENEFIT PARTICIPANTS
STATUS AND DATE - STATUS AND DATE -
EXCESS RETIREMENT EXCESS THRIFT
NAME BENEFIT PARTICIPANT BENEFIT PARTICIPANT
---- ------------------- -------------------
RICHARD W. WILTSHIRE, JR. NO YES - 07/01/96
- B-1 - 63
HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
APPENDIX C
(AS OF JULY 1, 1996)
LISTING AND DESCRIPTION OF
SUPPLEMENTAL RETIREMENT AND DEATH BENEFITS
AND SUPPLEMENTAL BENEFIT PARTICIPANTS
I. H. STANLEY BOURNE.
A. DESIGNATION AS A SUPPLEMENTAL BENEFIT PARTICIPANT. H. STANLEY
BOURNE IS HEREBY DESIGNATED AS A SUPPLEMENTAL BENEFIT PARTICIPANT COMMENCING AT
HIS RETIREMENT FROM THE EMPLOYMENT OF THE EMPLOYER AT OR AFTER HIS NORMAL
RETIREMENT AGE UNDER THE RETIREMENT PLAN.
B. SUPPLEMENTAL RETIREMENT BENEFIT. THE PARTICIPANT'S
SUPPLEMENTAL RETIREMENT BENEFIT IS $20,000 PER YEAR, PAYABLE MONTHLY ON THE
FIRST OF EACH MONTH DURING THE LIFE OF THE PARTICIPANT.
C. VESTING IN AND FORFEITURE OF SUPPLEMENTAL RETIREMENT BENEFIT.
THE PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT SHALL BE FORFEITED UPON HIS
TERMINATION OF EMPLOYMENT WITH THE EMPLOYER FOR REASONS OTHER THAN RETIREMENT AT
OR AFTER HIS NORMAL RETIREMENT AGE UNDER THE RETIREMENT PLAN AND SHALL BE VESTED
AS OF THE DATE OF HIS RETIREMENT FROM THE EMPLOYMENT OF THE EMPLOYER UNDER THE
RETIREMENT PLAN AT OR AFTER HIS NORMAL RETIREMENT AGE UNDER THE RETIREMENT PLAN,
BUT SHALL REMAIN SUBJECT TO DIVESTMENT AND FORFEITURE IN THE EVENT OF THE
PARTICIPANT'S COMPETITION WITH THE EMPLOYER. NO VESTING IS PROVIDED PRIOR TO
SUCH RETIREMENT. FOR PURPOSES HEREOF, "COMPETITION" MEANS ENGAGING, DIRECTLY OR
INDIRECTLY, ON A FULL-TIME OR PART-TIME BASIS OR ON A CONSULTING OR ADVISORY
BASIS OR OTHERWISE FOR ANY OTHER BUSINESS ORGANIZATION IN ANY MATTER OR IN ANY
MANNER WHICH MIGHT BE DEEMED TO BE IN COMPETITIVE WITH OR AGAINST THE BEST
INTERESTS OF THE PLAN SPONSOR OR ANY OF ITS AFFILIATES.
D. SUPPLEMENTAL RETIREMENT DEATH BENEFIT. NO SUPPLEMENTAL
RETIREMENT DEATH BENEFIT IS PROVIDED WITH RESPECT TO THE PARTICIPANT.
E. TIME AND FORM OF PAYMENT OF SUPPLEMENTAL RETIREMENT BENEFIT.
THE PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT SHALL BE PAYABLE MONTHLY FOR
THE LIFE OF THE PARTICIPANT, COMMENCING AT THE TIME THE PARTICIPANT'S RETIREMENT
BENEFIT UNDER THE RETIREMENT PLAN COMMENCES TO BE PAID. ALL PAYMENTS WILL END
UPON THE PARTICIPANT'S DEATH.
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