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Exhibit 10.f.
SECOND AMENDMENT
TO THE
HEILIG-MEYERS EMPLOYEES' PROFIT-SHARING
AND
RETIREMENT SAVINGS PLAN
SECOND AMENDMENT, dated as of February 1, 1994, to the Heilig-Meyers Employees'
Profit-Sharing and Retirement Savings Plan by Heilig-Meyers Company (the
"Company"). The Company maintains the Heilig-Meyers Employees' Profit-Sharing
and Retirement Savings Plan, as amended and restated effective as of March 1,
1989 (the "Plan"). The Company now wishes to amend the Plan to change its plan
year and to make certain other changes required under applicable law. NOW,
THEREFORE, the Plan is amended as follows: I. Section 1.8 is amended by
inserting the following new subsection (d) and by relettering the remainder of
the section accordingly: (d) Heilig-Meyers Company Associates, Inc.
II. Section 1.10(b) is amended by inserting the following new sentence
immediately after the first sentence thereof: Effective for Plan Years beginning
on or after March 1, 1994, the dollar amount referred to in the preceding
sentence shall be $150,000, or an adjusted amount as determined pursuant to Code
Sections 401(a)(17) and 415(d).
III. Effective as of March 1, 1994, Section 1.11 is amended in its
entirety as follows:
1.11 Consolidated Income Before Income Taxes: The Company's estimated
consolidated income before taxes for the fiscal year that begins in the
Plan Year for which such calculation is performed. Consolidated Income
Before Income Taxes shall be determined in whatever manner the Board, in
its discretion, deems appropriate.
IV. Effective for plan years beginning on or after January 1, 1995,
Section 1.16 is amended as follows:
1.16 Entry Dates: Each January 1 and July 1.
V. Section 1.28 is amended in its entirety to read as follows:
1.28 Plan Year: Effective as of January 1, 1995, the calendar
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year. The Plan Year from March 1, 1994 to December 31, 1994 shall be a short
Plan Year.
VI. Section 4.10 is deleted in its entirety.
VII. Section 6.6(b) is amended by deleting all but the first sentence
thereof and by substituting the following in place of the deleted
language:
The Participant's consent must be given in writing on a form provided by the
Committee. Such form, and a notice which explains the optional forms of benefit
available to the Participant under the Plan and his right to defer the receipt
of his benefits under subsection (c), will be provided to the Participant no
less than 30 days and no more than 90 days before the Annuity Starting Date. For
the purposes of this subsection, Annuity Starting Date shall mean the date on
which the distribution to the Participant is to commence. Notwithstanding the
foregoing, a distribution may commence less than 30 days after the date on which
the notice described above is given to the Participant, provided that:
(1) The Committee clearly informs the Participant that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and
(2) The Participant, after receiving the notice, affirmatively elects a
distribution.
VIII. Section 6.6 is further amended by adding the following new
subsection (c) and subsection (d), and by relettering the remainder of
the section accordingly:
(c) If a Participant who becomes entitled to a distribution under subsection (b)
does not consent to the distribution, the Participant's vested Account balance
will be held in the Trust and will not be distributed until the earlier of (i)
the date the Participant consents to the distribution, (ii) the Participant's
Normal Retirement Date, or (iii) the Participant's death.
(d) If a Participant's vested Account balance is $3,500 or less, the Account
will be distributed in a single sum payment without the Participant's consent.
IX. Section VI is amended by adding the following new Section 6.12:
6.12 Eligible Rollover Distributions:
(a) This Section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Section, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid
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directly to an eligible retirement plan specified by the distributee in a
direct rollover.
(b) Definitions.
(i) 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 ten years or more; any distribution to the extent such distribution is
required under Code section 401(a)(9); 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).
(ii) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Code section 408(a), an individual
retirement annuity described in Code section 408(b), an annuity plan described
in Code section 403(a), or a qualified trust described in Code section 401(a),
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.
(iii) 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 Code section
414(p), are distributees with regard to the interest of the Spouse or former
Spouse.
(iv) Direct rollover: A direct rollover is a payment by the Plan
to the eligible retirement plan specified by the distributee.
X. Except where otherwise stated, this Amendment shall be effective as
of March 1, 1994.
XI. In all respects not amended, the Plan is hereby ratified and
confirmed.
To record the adoption of the Second Amendment, as set forth above, the Company
has caused this document to be signed on this 28th day of December, 1994.
HEILIG-MEYERS COMPANY
By:/s/ William J. Dieter