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FIRST AMENDMENT TO
UNION TEXAS PETROLEUM SAVINGS PLAN
FOR SALARIED EMPLOYEES
WHEREAS, UNION TEXAS PETROLEUM HOLDINGS, INC. (the "Company") and
other Employing Companies have heretofore adopted and maintained the UNION
TEXAS PETROLEUM SAVINGS PLAN FOR SALARIED EMPLOYEES (the "Plan") for the
benefit of their eligible employees; and
WHEREAS, the Company desires to amend the Plan on behalf of itself and
the Employing Companies;
NOW, THEREFORE, the Plan shall be amended as follows, effective as of
January 1, 1989:
1. Section 3.1(e) of the Plan shall deleted and the following shall
be substituted therefor:
"(e) In further restriction of the Members'
elections provided in Paragraphs (a), (b) and (c) above, it is
specifically provided that one of the 'actual deferral percentage'
tests set forth in section 401(k)(3) of the Code and the Treasury
Regulations thereunder must be met in each Plan Year. For purposes of
the actual deferral percentage tests, 'compensation' is defined as the
total of all amounts paid by the Company to or for the benefit of a
Member for services rendered or labor performed for the Company while
a Member, which are required to be reported on the Member's federal
income tax withholding statement or statements (Form W-2 or its
subsequent equivalent). If multiple use of the alternative limitation
(within the meaning of section 401(m)(9) of the Code and Treasury
Regulations Section 1.401(m)-2(b)) occurs during a Plan Year such
multiple use shall be corrected in accordance with the provisions of
Treasury Regulation Section 1.401(m)-2(c); provided, however, that if
such multiple use is not eliminated by making Employer Safe Harbor
Contributions, then the 'actual contribution percentages' of all
Highly Compensated Employees participating in the Plan shall be
reduced, and the excess contributions distributed, in accordance with
the provisions of Section 3.8(c) and Section 3.8(d), and applicable
Treasury Regulations so that there is no such multiple use."
2. Section 3.5 of the Plan shall deleted and the following shall be
substituted therefor:
"3.5 RESTRICTIONS ON COMPANY CONTRIBUTIONS. In restriction
of the Company Contributions hereunder, it is specifically provided
that one of the 'actual contribution percentage' tests set forth in
section 401(m) of the Code and the Treasury Regulations thereunder
must be met in each Plan Year. For purposes of the actual
contribution percentage tests, 'compensation' is defined as the total
of all amounts paid by the Company to or for the benefit
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of a Member for services rendered or labor performed for the Company
while a Member, which are required to be reported on the Member's
federal income tax withholding statement or statements (Form W-2 or
its subsequent equivalent). The Committee may elect, in accordance
with applicable Treasury Regulations, to treat Cash or Deferred
Contributions to the Plan as Company Matching Contributions for the
purposes of meeting this requirement.
3. Section 3.8(b) of the Plan shall be deleted and the following
shall be substituted therefor:
"(b) Anything to the contrary herein
notwithstanding, if, for any Plan Year, the aggregate Cash or Deferred
Contributions made by the Company on behalf of Highly Compensated
Employees exceeds the maximum amount of Cash or Deferred Contributions
permitted on behalf of such Highly Compensated Employees pursuant to
Section 3.1(e) (determined by first reducing the Cash or Deferred
Contributions made on behalf of the Highly Compensated Employees with
the highest 'actual deferral percentage' (as that term is defined in
section 401(k)(3)(B) of the Code and the Treasury Regulations
thereunder) to the extent necessary to satisfy the restrictions of
Section 3.1(e) or to cause such Highly Compensated Employees' actual
deferral percentage to equal the actual deferral percentage of the
Highly Compensated Employees with the next highest actual deferral
percentage and then continuing in such manner until the restrictions
set forth in Section 3.1(e) are satisfied), such excess shall be
distributed to the Highly Compensated Employees on whose behalf such
excess was contributed before the end of the next following Plan Year.
For purposes of this Paragraph, the determination and correction of
excess Cash or Deferred Contributions of a Member whose actual
deferral percentage is determined under the family aggregation rules
of sections 401(k) and 414(q) of the Code shall be made in accordance
with the provisions of such sections and the Treasury Regulations
thereunder based upon such Member's Cash or Deferred Contributions in
proportion to the total Cash or Deferred Contributions of all family
members used to determine the actual deferral percentage."
4. Section 3.8(g) of the Plan shall be deleted and the following
shall be substituted therefor:
"(c) Anything to the contrary herein
notwithstanding, if, for any Plan Year, the aggregate Company
Contributions allocated to the Accounts of Highly Compensated
Employees exceeds the maximum amount of such Company Contributions
permitted on behalf of such Highly Compensated Employees pursuant to
Section 3.5 (determined by first reducing the Company Contributions
made on behalf of the Highly Compensated Employees with the highest
'actual contribution percentage' (as that term is defined in section
401(m)(3) of the Code and Treasury Regulations thereunder) to the
extent necessary to satisfy the restrictions of Section 3.5 or to cause
such Highly Compensated Employees' contribution percentage to equal the
contribution percentage of the Highly Compensated Employees with the
next highest contribution percentage and then continuing
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in such manner until the restrictions set forth in Section 3.5 are
satisfied), such excess shall be distributed to the Highly Compensated
Employees on whose behalf such excess contributions were made (or, if
such excess contributions are forfeitable, they shall be forfeited)
before the end of the next following Plan Year. For purposes of this
Paragraph, the determination and correction of excess Company
Contributions allocated to the Accounts of a Member whose contribution
percentage is determined under the family aggregation rules of
sections 401(m) and 414(q) of the Code shall be made in accordance
with the provisions of such sections and the Treasury Regulations
thereunder based upon such Member's Company Contributions in
proportion to the total Company Contributions allocated to the
Accounts of all family members used to determine the actual
contribution percentage. Company Contributions shall be forfeited
pursuant to this Paragraph only if distribution of all vested Company
Contributions is insufficient to meet the requirements of this
Paragraph. If vested Company Contributions are distributed to a
Member and nonvested Company Contributions remain credited to such
Member's Accounts, such nonvested Company Contributions shall vest at
the same rate as if such distribution had not been made."
5. Section 17.2(d) of the Plan shall be deleted and the following
shall be substituted therefor:
"(d) In the case of a total or partial termination
of the Plan, and in the absence of a Plan amendment to the contrary,
the Trustee shall pay the balance of the Accounts of a Member for whom
the Plan is terminated to such Member, subject to the time of payment,
manner of payment and consent provisions of Article X; provided,
however, that any distribution under sections 401(k)(2)(B) and
401(k)(10) of the Code and the Treasury Regulations thereunder shall
be paid in a lump sum distribution."
6. The last sentence in Section 20.4 of the Plan shall be deleted.
7. As amended hereby, the Plan is specifically ratified and
reaffirmed.
IN WITNESS WHEREOF, the undersigned has caused these presents to be
executed on this 28th day of April, 1995.
UNION TEXAS PETROLEUM HOLDINGS, INC.
/s/ A.C. Johnson
BY: ___________________________________
A.C. Johnson
Chairman and Chief Executive Officer
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