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EXHIBIT 10(c)(i)
FOURTH AMENDMENT TO THE
UST CORP. PENSION PLAN
WHEREAS, The UST Corp. Pension Plan (the "Plan") was amended and restated
effective January 1, 1989; and
WHEREAS, Section 17.1 of the Plan gives UST Corp. the authority to amend the
Plan; and
WHEREAS, the Employer desires to amend the Plan in a manner which will expand
eligibility for early retirement effective January 1, 1995; and
WHEREAS, it is necessary to amend the Plan to comply with the Tax Reform Act of
1986 and other applicable laws; and
WHEREAS, the Sponsoring Employer intends that the Plan and Trust shall continue
to be recognized as a qualified pension plan under Sections 401(a) and 501(a)
of the Code;
NOW THEREFORE, in consideration of the foregoing, the Plan is hereby amended
effective as of January 1, 1989, unless otherwise specified herein as follows:
1. Section 1.9 shall be amended effective January 1, 1994 by
replacing the first sentence of the third paragraph with the
following:
"In no event shall a Participant's Compensation taken into
account under the Plan for any Plan Year commencing on or after
January 1, 1989 exceed $200,000 ($150,000 for Plan Years
beginning after December 31, 1993) or such other amount as the
Secretary of the Treasury may determine for such Plan Year under
Section 401(a)(17) of the Code. Any change to the amount set
forth in the preceding sentence as may be determined by the
Secretary of the Treasury shall apply only to Compensation taken
into account for the Plan Year in which such change is
effective."
2. Section 4.1 shall be amended effective January 1, 1994 by adding
the following paragraph to the end thereof:
"In the case of a Participant whose Compensation for a Plan Year
prior to January 1, 1994 exceeded $150,000, such Participant's
Accrued Benefit shall not be less than the Accrued Benefit
determined as of December 31, 1993."
3. Section 5.4(b) shall be amended by adding the following
parenthetical phrase "(or April 1, 1990, if later)" immediately
after the phrase "attains age 70 1/2," which appears in the
first paragraph.
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4. Section 6.1 shall be amended effective January 1, 1995 by
replacing "ten or more years" with "five or more years."
5. Section 8.3 shall be amended effective January 1, 1995 by
deleting the phrase "who has completed ten or more years of
Vesting Service."
6. Section 9.2 shall be amended effective January 1, 1995 by
replacing the phrase "If the Participant had completed ten or
more years of Vesting Service, the" with "The."
7. Section 10.4(f) shall be amended in its entirety to read as
follows:
"(f) Restriction on Payment Options. An election of an
optional form of payment under Section 10.3 shall not be
effective unless the benefit payable under the form of
payment elected satisfies the requirements of Proposed
Income Tax Regulation 1.401(a)(9)-2 or other applicable
law."
8. Section 10.5(a) shall be amended by replacing:
"(iii) The rights of the Participant's Spouse; and
(iv) The right to revoke and the effect of revocation of the
Participant's election."
with
"(iii) The rights of the Participant's Spouse;
(iv) The right to revoke and the effect of revocation of the
Participant's election;
(v) The eligibility conditions and material features of the
optional forms of payment available under the Plan;
(vi) The relative values of the optional forms of payment
available under the Plan; and
(vii) Such other information as may be required under
applicable regulations.
The notice described above is not required if the Actuarial
Equivalent value of the Participant's nonforfeitable Accrued
Benefit is less than or equal to $3,500 on the date the
Participant's benefit commences.
If the Actuarial Equivalent value of the Participant's vested
Accrued Benefit does
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not exceed $3,500 on the date the Participant's benefit
commences, the notice furnished by the Benefits Committee shall
include an explanation of: (1) the rules under which a
distribution may be made in a direct rollover to an eligible
retirement plan; (2) the tax withholding rules for direct
rollovers and for the 60-day rollover option; and (3) the
requirements for favorable tax treatment in accordance with
applicable law."
9. Section 10.9 shall be amended by adding the following paragraph
to the end thereof:
"Notwithstanding any provision of the Plan to the contrary, all
distributions under the Plan shall comply with the requirements
of Section 401(a)(9) of the Code."
10. A new Section 10.12 shall be added effective January 1, 1993 to
read as follows:
"This Section 10.12 shall apply only to distributions made
pursuant to Section 10.6.
Notwithstanding any provision of the Plan to the contrary, if
any distribution to a Participant, surviving Spouse or Alternate
Payee (i) is made on or after January 1, 1993, (ii) totals $200
or more, and (iii) constitutes an "eligible rollover
distribution" (within the meaning of Section 402(c)(4) of the
Code), the individual may elect on a form provided by the
Benefits Committee to have all or part of such eligible rollover
distribution paid in a direct rollover to an "eligible
retirement Plan" selected by the individual. For this purpose,
an "eligible retirement Plan" means:
(a) an individual retirement account described in Section
408(a) of the Code;
(b) an individual retirement annuity (other than an endowment
contract) described in Section 408(b) of the Code;
(c) with respect to Participants and Alternate Payees only, a
qualified defined contribution plan and exempt trust
described in Sections 401(a) and 501(a) of the Code
respectively, the terms of which permit the acceptance of
rollover contributions; or
(d) with respect to Participants and Alternate Payees only,
an annuity plan described in Section 403(a) of the Code.
If an election is made to have only a part of an eligible
rollover distribution paid in a direct rollover, the amount of
the direct rollover must total $500 or more.
If the Participant, Participant's surviving Spouse or Alternate
Payee does not make
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a timely election whether or not to directly roll over the
distribution, such distribution shall be made directly to the
applicable individual.
Direct rollovers shall be accomplished in accordance with
procedures established by the Benefits Committee."
11. Section 12.1(b) shall be amended effective January 1, 1987 by
replacing the second sentence with the following:
"The adjustment required pursuant to the preceding sentence for
any year shall be the cost of living adjustment that is
effective as of the January 1 that occurs in such year. No such
adjustment shall be taken into account before the year for which
such adjustment first takes effect."
12. Section 12.1(f) shall be amended effective January 1, 1987 by
deleting the last sentence which reads as follows:
"This paragraph shall be applied separately with respect to each
change in benefit structure as defined by Section 415(b)(5)(D)
of the Code and regulations."
13. Section 12.2 shall be amended effective January 1, 1987 by
adding the following paragraph to the end thereof:
"If the sum of a Participant's defined benefit plan fraction and
defined contribution plan fraction determined as of December 31,
1986 would have exceeded 1.0 had the provisions of this Article
12 as in effect after December 31, 1986 been used to compute
such sum, an amount shall be subtracted from the numerator of
the defined contribution plan fraction (not exceeding such
numerator) so that the sum of the defined contribution plan
fraction and defined benefit plan fraction as of the first day
of the Limitation Year beginning in 1987 does not exceed 1.0.
Such amount shall be equal to the product of:
(i) the sum of the defined contribution plan fraction plus
the defined benefit plan fraction as of the determination
date minus one, times
(ii) the denominator of the defined contribution plan fraction
as of the determination date."
14. Section 12.4 shall be amended effective January 1, 1994 by
replacing paragraphs (b) through (e) with the following:
"(b) For purposes of this Section 12.4, the following terms
shall have the
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indicated meaning:
(i) "Benefits" means the sum of the Participant's
Accrued Benefit and all other benefits to which
he is entitled under the Plan, but excluding any
death benefit provided for by insurance on the
Participant's life.
(ii) "Restricted Participant" means, with respect to a
Plan Year, a highly compensated employee who is a
Participant and who, if there are more than 25
highly compensated employees, is one of the 25
highly compensated employees with the highest
Total Annual Pay. An individual who is a
Restricted Participant in a Plan Year shall be a
Restricted Participant in a subsequent Plan Year
only if he satisfies the conditions of the
previous sentence in that subsequent Plan Year.
If more than one individual has the same Total
Annual Pay, the younger individual shall be
deemed to have the higher Total Annual Pay.
(iii) "Total Annual Pay" means, with respect to any
Plan Year, (A) in the case of a highly
compensated employee who is not currently
employed by an Employer or an Affiliated
Employer, the greater of his compensation (as
defined under Section 415 of the Code for the
Plan Year he ceased to be employed by an Employer
or Affiliated Employer or his earnings for the
Plan Year immediately preceding that Plan Year
and (B) in the case of a highly compensated
employee who is currently employed by an Employer
or Affiliated Employer, the greater of his
earnings for the Plan Year in question or for the
prior Plan Year.
(c) Subject to paragraph (d) below, a Restricted Participant
may not receive his benefits under this Plan in the form
of a single sum payment, or other benefit form under
which payments during a single year would exceed the
annual payments that would be made on behalf of the
Participant under a single life annuity that is the
Actuarial Equivalent of his Benefits.
(d) The limitation of paragraph (c) above shall not apply to:
(i) payment of benefits attributable to transferred
balances from defined contribution plans or to
employee contributions,
(ii) any payment, if the value of Plan assets after
such payment equals or exceeds 110 percent of the
value of the Plan's "current liabilities" (within
the meaning of Section 412(1)(7) of the Code),
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(iii) any payment, if the value of the Restricted
Participant's Benefits is less than one percent
of the value of such "current liabilities," or
(iv) any payment, if the value of the Restricted
Participant's Benefits does not exceed $3,500.
(e) In the event that Congress provides by statute, or the
Internal Revenue Service provides by regulation or
ruling, that the limitations set forth in this Section
12.4 are not necessary for the Plan to meet the
requirements of Section 401(a) or other applicable
provisions of the Code then in effect, such limitations
shall become void and shall no longer apply without the
necessity of further amendment to the Plan."
15. A new Section 12.5 shall be added to read as follows:
"12.5 TRANSITIONAL BENEFIT LIMITATIONS
Notwithstanding any other provision of the Plan to the
contrary, in calculating the Accrued Benefit (including
the right to any optional benefit provided under the
Plan) of any Participant, such Participant shall accrue
no additional benefit under the Plan on or after the
Effective Date to the extent that such additional benefit
accrual exceeds the benefit which would otherwise accrue
in accordance with the terms of the Plan as amended to
comply with the qualification requirements described in
IRS Regulations Section 1.401(b)-1(b)(2)(ii)."
16. Section 13.4 shall be amended by adding the phrase "and
discretion" immediately following "The Benefits Committee shall
have such power."
17. Section 14.5 shall be amended by adding the following paragraph
to the end thereof:
"The Plan Administrator or the Sponsoring Employer may direct
the Trustee to pay from the Trust Fund any or all expenses of
administering the Plan, to the extent such expenses are
reasonable. The Plan Administrator or the Sponsoring Employer
will determine what constitutes a reasonable expense of
administering the Plan, and whether such expenses shall be paid
from the Trust Fund. Any such expenses not paid out of the
Trust Fund shall be paid by the Sponsoring Employer; provided,
however, that to the extent permitted by ERISA, the Plan
Administrator or the Sponsoring Employer may direct the Trustee
to reimburse the Sponsoring Employer out of the Trust Fund for a
reasonable expense of administering the Plan which is paid by
the Sponsoring Employer prior to a determination with respect to
such
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expense."
18. A new Section 16.5 shall be added to read as follows:
"16.5 APPROVAL BY INTERNAL REVENUE SERVICE: MISTAKE OF FACT
Nothing herein shall prohibit return to an Employer, within
one year after payment, of excess sums contributed to the
Trust Fund as a result of a mistake of fact.
Each Employer contribution is hereby conditioned on the
current deductibility of the contribution under Section 404
of the Code, and to the extent such contribution deduction
is disallowed, the contribution shall be returned to the
Employer within one year after the date of disallowance."
19. A new Section 16.6 shall be added to read as follows:
"16.6 BENEFITS PAYABLE ONLY FROM TRUST FUND
All benefits payable under this Plan shall be paid or
provided for solely from the Trust Fund, and neither any
Employer nor its shareholder, directors, employees, or any
member of the Benefits Committee shall have any liability
or responsibility therefor. Except as otherwise provided
by law, no Employer assumes any obligations under this Plan
except those specifically stated in the Plan."
20. Section 17.1 is amended in its entirety to read as follows:
"17.1 AMENDMENT
(a) The Sponsoring Employer, by written action of its
Board (or, to the extent permitted by resolution
of such Board, by action of the Benefits Committee
or a duly authorized officer of the Sponsoring
Employer), shall have the right at any time and
from time to time to amend, in whole or in part,
any or all of the provisions of this Plan. No
such amendment shall, however:
(i) Authorize or permit any part of the Trust
Fund (other than such part as is required
to pay taxes and administrative expenses)
to be used for or diverted to purposes
other than for the exclusive benefit of
the Participants or their Beneficiaries or
estates prior to the satisfaction of all
liabilities with respect to the
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Participants or their Beneficiaries or
estates;
(ii) Cause any reduction in the Accrued Benefit
of any Participant, or the elimination of
any optional forms of benefit payment or
retirement type subsidies (as defined in
applicable regulations) except as
permitted by law;
(iii) Cause or permit any portion of the Trust
Fund to revert to or become the property
of the Employer except to the extent
provided under Sections 17.2 and 16.5; or
(iv) Amend the Plan or Trust in such manner as
would increase the duties or liabilities
of the Trustee or affect his fee for
services hereunder, unless the Trustee
consents thereto in writing;
unless such modification or amendment is necessary
or appropriate to enable the Plan or Trust Fund to
qualify under Section 401(a) of the Code, or to
retain for the Plan or Trust Fund its qualified
status.
(b) If any Plan amendment changes the vesting schedule
set forth in Section 8.1, each Participant who has
completed at least three years of Vesting Service
on the effective date of the change in vesting
schedule shall have his vesting percentage
computed in accordance with the vesting schedule
which produces the highest vested benefit.
(c) All provisions of this Plan, and all benefits and
rights granted hereunder, are subject to any
amendments, modifications or alterations which are
necessary from time to time to qualify this Plan
under Section 401(a) of the Code, to continue the
Plan as so qualified or to comply with any other
provision of law. Accordingly, notwithstanding any
other provision of this Plan, the Sponsoring
Employer may amend, modify, or alter this Plan
with retroactive effect in any respect or manner
necessary to qualify this Plan under Section
401(a) of the Code, or to continue this Plan as so
qualified or to comply with any other provision of
applicable law.
(d) If the effect of any amendment is to increase the
current liability (as defined in Section
401(a)(29)(E) of the Code) under the Plan for a
Plan Year, and the funded current liability
percentage of the Plan for the Plan Year in which
the amendment would otherwise take effect is less
than sixty percent (60%), including the amount of
the unfunded current liability under the Plan
attributable to the amendment, the amendment
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shall not take effect until the Employer or Sponsoring
Employer (or any Affiliated Employer) provides
security to the Plan. The form and amount of the
security shall satisfy the requirements of Section
401(a)(29)(B) and (C) of the Code. The security may
be released provided the requirements of Section
401(a)(29)(D) of the Code are satisfied."
21. Section 17.2 is hereby amended by inserting the phrase ", by
written resolution of the Board," immediately following the
phrase "In the event."
22. Section 17.5 is hereby amended by inserting the phrase ", by
written resolution of the Board," immediately following the
phrase "In the event."
IN WITNESS WHEREOF, UST Corp. has caused this Amendment to be executed by its
duly authorized officer and its corporate seal to be affixed hereto this 20th
day of December, 1994.
UST Corp.
By: /s/ Neal F. Finnegan
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