AMENDMENT TO THE
NATIONAL DATA CORPORATION
EMPLOYEES RETIREMENT PLAN
This Amendment to the National Data Corporation Employees Retirement Plan
is adopted by National Data Corporation, effective as of July 31, 1998.
W I T N E S S E T H:
WHEREAS, National Data Corporation, (the "Corporation") currently maintains
the National Data Corporation Employees Retirement Plan (the "Plan") for the
benefit of its eligible employees; and
WHEREAS, pursuant to Section 9.01 of the Plan, the Corporation may amend
the Plan at any time; and
WHEREAS, the Corporation desires to discontinue the accumulation of Benefit
Service under the Plan and to freeze participation in the Plan, effective as of
July 31, 1998 (the "Freeze Date"); and
WHEREAS, the Corporation desires to allow employees who are participating
in the Plan on the Freeze Date, as well as former participants who are rehired
after the Freeze Date, to continue to accrue Annual Earnings for periods
beginning after the Freeze Date, as well as to accrue Vesting Service for such
periods.
NOW, THEREFORE, effective as of July 31, 1998:
1.
Section 2.05, the definition of Annual Earnings, shall be amended by adding
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the following sub-section (f) thereto, to read as follows:
"(f) Notwithstanding Sections 2.10 and 3.01(d), as such Sections are
amended effective July 31, 1998, Participants shall continue to be
credited with Annual Earnings pursuant to this Section 2.05 for
periods beginning after July 31, 1998."
2.
The following shall be added at the end of Section 2.10, the definition of
Benefit Service:
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"Notwithstanding anything contained herein to the contrary, no Employee
shall accrue Benefit Service for any period which begins after July 31,
1998."
3.
The first paragraph of Section 2.34, Normal Retirement Age, shall be
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amended and restated in its entirety to read as follows:
"Normal Retirement Age, effective August 1, 1998, shall mean the
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Participant's 65th birthday. A Participant who attains his Normal
Retirement Age while an Employee shall become 100% vested in his entire
Accrued Normal Retirement Income. Notwithstanding the foregoing, the
Normal Retirement Age of a Participant whose Termination Date was before
August 1, 1998, shall be determined under the terms of the Plan in effect
as of his Termination Date. Prior to August 1, 1998, Normal Retirement Age
meant the later of (i) the Participant's 65th birthday; or (ii) the date
the Participant was credited with five (5) years of Vesting Service."
4.
Section 2.54, Vesting Service, shall be amended by adding the following
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sub-section (j) thereto, to read as follows:
"(j) Notwithstanding Sections 2.10 and 3.01(d), as such Sections are
amended effective July 31, 1998, Participants shall continue to accrue
Vesting Service pursuant to this Section 2.54 and Appendix B for
periods beginning after July 31, 1998."
5.
Section 3.01, Participation, shall be amended by adding the following sub-
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section (d) thereto, to read as follows:
"(d) Effective as of July 31, 1998, and for all Plan Years and periods
commencing thereafter, no Employee who is not a Participant in the
Plan as of such date shall be or become eligible to participate in the
Plan. Notwithstanding the foregoing, an Employee who is a Participant
on July 31, 1998, or who was a Participant on any date prior to July
31, 1998 (even if such Employee is not a Participant on July 31, 1998)
shall be eligible to participate in the Plan upon his rehire, pursuant
to Section 3.02(b)."
6.
Section 4.01, Normal Retirement Income, shall be amended and restated in
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its entirety to read as follows:
"Each Participant who attains his Normal Retirement Date shall be eligible
to receive Retirement Income commencing on his Normal Retirement Date
payable in monthly installments. The amount of each monthly installment
shall be 1/12th of the benefit
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described in sub-section (a) or (b) below, whichever is applicable,
calculated as a benefit payable for the life of the Participant and ceasing
with the last payment due immediately before the Participant's death.
(a) The benefit payable to a Participant who terminates employment on or
before July 31, 1998, is equal to (i) minus (ii) where:
(i) is 1.65% of the Participant's Final Average Earnings multiplied by
the Participant's years of Benefit Service (up to a maximum of 35
years); and
(ii) is .75% of the Participant's Final Average Earnings not in excess
of his Integration Level, multiplied by the Participant's years of
Benefit Service (up to a maximum of 35 years). However, if the
Participant's Social Security Normal Retirement Age is greater than
65, then the product determined under this paragraph (ii) shall be
reduced by 5/9ths of (1) one percent for each month preceding the
Participant's Social Security Normal Retirement Age; provided however
that
(iii) In no event will the Retirement Income determined above be less
than 50% of the amount determined under paragraph (i) above, but
computed using only that portion of the Participant's Final Average
Earnings which does not exceed the Participant's Integration Level.
(b) The benefit payable to a Participant who terminates employment after
July 31, 1998, is equal to:
(i) the benefit calculated in (a) above, using the Participant's Final
Average Earnings and Integration Level as of the earlier of the
Termination Date or December 31, 1998; divided by
(ii) the Participant's Final Average Earnings as of the earlier of the
Termination Date or December 31, 1998; multiplied by
(iii) the Participant's Final Average Earnings as of the
Participant's Termination Date.
(c) Under no circumstances shall the Retirement Income payable pursuant to
paragraph (b) above be less than the Accrued Benefit on July 31, 1998.
(d) Notwithstanding any contrary provision of this Plan, each Participant's
right to his Retirement Income shall become non-forfeitable upon such
Participant's attainment of Normal Retirement Age.
(d) It is the intent of this Section 4.01 to comply with the amendments to
Section 401(l) of the Code and the Treasury Regulations issued thereunder
and this Section 4.01 shall be so interpreted.
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7.
Sections 2.20, Earliest Retirement Age, 2.21, Early Retirement Date, and
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4.03, Early Retirement, shall be amended by replacing the phrase "Benefit
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Service" with "Vesting Service" each time it appears in such sections, so as to
make early retirement available to Participants who attain age 55 and complete
15 or more years of Vesting Service.
8.
The first paragraph of Section 4.08, Disability, shall be amended and
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restated in its entirety, to read as follows:
"A Participant whose Employment is terminated due to Disability after July
31, 1998, who has at least five (5) years of Vesting Service, whose
attained age plus his years of Vesting Service total forty (40) (both
determined as of the first anniversary of the date the Participant was
first absent from service by reason of Disability), and whose Disability
continues until the Participant's Normal Retirement Date, shall be entitled
to receive Retirement Income at his Normal Retirement Date based on all
years of Benefit Service the Participant would have had he continued
Employment to his Normal Retirement Date (taking into account Section 2.10,
as amended effective July 31, 1998, to halt the accrual of Benefit Service
for all Participants), assuming Annual Earnings continued each year in the
same amount as the Participant's Annual Earnings in his last calendar year
preceding his date of Disability, or his Annual Earnings in the calendar
year of Disability, if greater.
A Participant whose Employment is terminated due to Disability before
August 1, 1998, who has at leave five (5) years of Vesting Service, whose
attained age plus his years of Benefit Service total forty (40) (both
determined as of the first anniversary of the date the Participant was
first absent from service by reason of Disability), and whose Disability
continues until the Participant's Normal Retirement Date, shall be entitled
to receive Retirement Income at his Normal Retirement Date based on all
years of Benefit Service the Participant would have had he continued
Employment to his Normal Retirement Date (taking into account Section 2.10,
as amended effective July 31, 1998, to halt the accrual of Benefit Service
for all Participants), assuming Annual Earnings continued each year in the
same amount as the Participant's Annual Earnings in his last calendar year
preceding his date of Disability, or his Annual Earnings in the calendar
year of Disability, if greater."
9.
Except as set forth herein, the Plan shall remain in full force and effect.
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IN WITNESS WHEREOF, the undersigned has adopted this Amendment on behalf of
the Corporation on the date shown below.
NATIONAL DATA CORPORATION
By: /s/ E.M. Ingram
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Name E.M. Ingram
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Title: Secretary
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Date: July 15 , 1998
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