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EXHIBIT 10(a)(17)
AMENDMENT NO. 19
TO THE
UPS THRIFT PLAN
WHEREAS, United Parcel Service of America, Inc. and its affiliated
corporations heretofore established, effective as of July 14, 1960, the UPS
Thrift Plan (the "Plan") for the benefit of their eligible employees in order
to provide benefits to those employees upon their retirement, death or other
separation from service; and
WHEREAS, the Plan, as adopted and amended from time to time, was amended
and restated in its entirety, effective as of January 1, 1976, to comply with
the requirements of the Employee Retirement Income Security Act of 1974
("ERISA"); and
WHEREAS, the Plan has been amended further since January 1, 1976, the
most recent amendment being Amendment No. 18, effective January 1, 1993; and
WHEREAS, the Board of Directors of United Parcel Service of America,
Inc. desires to amend the Plan further to permit Employer contributions to be
matched with participants voluntary savings contributions for
non-discrimination testing and other purposes.
NOW THEREFORE, pursuant to the authority vested in the Board of
Directors of United Parcel Service of America, Inc. by Section 16.1 of the
Plan, the Plan is hereby amended as follows, effective January 1, 1994 except
as otherwise noted:
1. Section 4.3 is revised by deleting the words "limitations provided
in Section 5.6(b)(2) and Article VI of the Plan" and by inserting in lieu
thereof the words "limitations provided in Sections 5.6(b)(3), 6.1 and 6.2 of
the Plan."
2. Section 5.6(b) is amended in its entirety to read as follows:
(b) (1) As of the end of each calendar year the Committee
shall, subject to paragraph (3) below, credit each
eligible Participant's Employer Contributions Account
in the General Fund with that part of the Employer's
Basic Contribution for the year as bears the same
ratio to such contribution as the average monthly
balance during the year of the Participant's combined
Participant Savings Account, Employer Contributions
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Account and Participant Investment Income Account
bears to the aggregate average monthly balances of
all Participants in the three accounts of the General
Fund.
(2) A Participant shall be eligible to share the
allocation of the Employer Basic Contribution for the
Plan Year only if (A) the Participant has an Employer
Contribution Account in the General Fund on January 1
of the Plan Year following the Plan Year for which
the Employer's Basic Contribution is made and (B) the
Participant in fact made one or more voluntary
savings contributions pursuant to Article III
(including weekly cash payments in lieu of payroll
deductions pursuant to the subsections 3.2(b) and
(c)) which were allocated to his or her Participant
Savings Account for the Plan Year for which the
Employer Basic Contribution is being made.
(3) Notwithstanding the foregoing, no amount in excess of
four thousand dollars ($4,000) shall be allocated to
a Participant as an Employer Basic Contribution with
respect the any calendar year, and if the Participant
ceased participation during a calendar year the four
thousand dollar limit shall be reduced to an amount
which shall be determined by multiplying the four
thousand dollar limit by a fraction, the numerator of
which is the number of wholly or partially completed
calendar months of participation during said calendar
year, and the denominator of which is 12. Any amount
in excess of the dollar limitations determined under
the preceding sentences shall reduce the Employer's
Tentative Basic Contribution to arrive at the
Employer's Basic Contribution to be made under the
Plan.
(4) Effective for the Employer Basic Contribution for the
1994 and subsequent Plan Years, that portion of the
Employer Benefit Contribution allocated to the
account of a Participant who is a Highly Compensated
Employee, which, when combined with the Participant's
voluntary savings contributions pursuant to Article
III, exceeds the contribution limitations for Highly
Compensated Employees pursuant to Section 6.3 shall
be distributed to such Participant in accordance with
the provisions of that Section.
3. Effective January 1, 1989, Subsection 6.2(a) is amended by the
addition of the following sentence to the end thereof:
For purposes of the foregoing sentence, "total compensation" means
the Participant's taxable compensation from the Employer reported
on Form W-2 for the Plan Year or, as determined by the Committee
in a uniform manner with respect to all Employees for the Plan
Year, such other nondiscriminatory definition of compensation that
satisfies the requirements Treas. Reg. 1.415-2(d).
4. Section 3.7 is deleted and a new Section 6.3 is added to read as
follows:
Contribution Limitations Under Section 401(m) of the Code.
(a) Average Contribution Percentage Test. The "Average
Contribution Percentage", as determined under subsection (b),
for the group of Employees who are Highly Compensated
Employees shall not exceed for any Plan Year after 1993 the
greater of
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(1) The Average Contribution Percentage for the group of
Non-Highly Compensated Employees times 1.25; or
(2) The Average Contribution Percentage for the group of
Non-Highly Compensated Employees times 2.0; provided,
however, that the Average Contribution Percentage for
the group of Highly Compensated Employees does not
exceed the Average Contribution Percentage for the
group of Non-Highly Compensated Employees by more
than two percentage points.
For purposes of the foregoing tests and subsection (b), an
"Employee" includes any Employee eligible to make voluntary
savings contributions pursuant to Article III at any time
during the Plan Year, even if he or she in fact declined to
make such contributions. In addition, to the extent
prohibited by Treasury regulations, paragraph (2) of this
subsection (a) may not be applied to satisfy both the Average
Contribution Percentage described above and the average
deferral percentage test with respect to a cash or deferred
arrangement under Code Section 401(k) maintained by an
Employer or Related Employer.
(b) Excess Contributions. The Average Contribution Percentage
for a specified group of Employees for a Plan Year shall be
the average of the ratios (calculated separately for each
Employee in such group) of:
(1) The sum of (i) the Employee's voluntary savings
contributions (pursuant to Article III) and (ii) the
Employee's share of Employer Basic Contribution or
Imputed Employer Contribution, as the case may be,
actually paid to the Trustee on behalf of such
Employee for such Plan Year (together, "Aggregate
Contributions"), to
(2) his or her Compensation for the Plan Year.
For the purpose of determining the above-described ratio
("Contribution Percentage") with respect to a Highly
Compensated Employee, the Aggregate Contributions and
Compensation of such Highly Compensated Employee shall
included the Aggregate Contributions and Compensation of said
Employee's family members (as described in Code Section
414(q)(6)(B)), and such affected family members shall be
disregarded in determining the Average Contribution
Percentage for the group of Non-Highly Compensated Employees.
(c) If more than one plan providing for matching contributions or
employee contributions (within the meaning of Section 401(m)
of the Code) is maintained by the Employer or a Related
Employer (other than a plan which is not permitted to be
aggregated with this Plan under Treas. Reg. Section
1.401(m)-1(b)(3)(ii)), the individual ratio of any Highly
Compensated Employee who participates in more than one such
plan shall, for purposes of determining the individual's
Contribution Percentage, be determined as if all such plans
were a single plan with respect to the Plan Years ending with
or within the same calendar year.
(d) The Committee shall have the responsibility of determining
the extent, if any, to which either of the tests described in
subsection (a) may not be met with respect to Employees'
Average Contribution Percentages. If, in the discretion of
the Committee, it is determined that Aggregate Contributions
made on behalf of Highly Compensated Employees do not satisfy
one of the tests in subsection (a), then Aggregate
Contributions with respect to Highly Compensated Employees
shall be refunded in
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uniform percentage increments, commencing with the Aggregate
Contributions of the group of Highly Compensated Employees
with the highest percentages of Aggregate Contributions, and
then the Aggregate Contributions of the group of Highly
Compensated Employees with the next highest of such
percentages, and so on, until it is determined by the
Committee that the Plan will satisfy one of the Average
Contribution Percentage tests set forth in subsection (a).
Each reduction at a stated percentage level will apply to all
Highly Compensated Employees at that level regardless of
whether their Contribution Percentages have been reduced from
higher levels. The Committee shall accomplish the reductions
as described above by distributing to each affected Highly
Compensated Employee that portion of his or her Aggregate
Contribution (plus any income and minus any loss allocable
thereto in a manner consistent with Treasury regulations, if
any) necessary to meet the requirements of one of the Average
Contribution Percentage tests in subsection (a) on or before
March 15 of the following Plan Year. If such distribution is
not made, it must in all events be made no later than the
close of said following Plan Year.
(e) Definitions. For purposes of this Section 6.3, the following
terms shall have the meanings set forth below:
(1) "Compensation" shall mean any of the following, as
determined by the Committee in a uniform manner with
respect to all Employees for the Plan Year:
(A) The Compensation or wages paid to an Employee
for the Plan Year by reason of his or her
employment by the Employer including overtime pay
and commissions, before any payroll deductions,
including elective deferrals contributions and/or
salary reduction contributions, if any, to a plan
or plans described in Section 125 or 401(k) of
the Code, but excluding bonuses, expense
reimbursements and contributions (other than
elective deferral contributions to a cash or
deferred arrangement described in Section 401(k)
of the Code) made by the Employer to any employee
benefit plan other than this Plan.
(B) The Employee's taxable compensation from the
Employer reported on Form W-2 for the Plan
Year, or
(C) Such other nondiscriminatory definition of
compensation which satisfies the requirements
of Code Section 414(s) and the regulations
hereunder.
Notwithstanding the foregoing, in no event shall the
Compensation of any Employee as determined for
purposes of this Section 6.3 and taken into account
for any Plan Year exceed $150,000, increased by the
applicable cost-of-living adjustment, if any, for the
calendar year sanctioned by Code Section 401(a)(17).
In determining the Compensation of an Employee, any
Compensation paid by the Employer to the spouse or
lineal descendant (who has not attained age 19 before
the close of the Plan Year) of an Employee who is (i)
a 5% owner as defined in section 416(i) of the Code
or (ii) one of the 10 employees of the Employer paid
the greatest Compensation during the Plan Year shall
be treated as Compensation paid to such Employee.
If, as the result of the application of the foregoing
sentence the applicable dollar limitation is
exceeded, then such limitation shall be prorated
among the affected individuals in
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proportion to each such individual's Compensation as
determined for purposes of this Plan prior to the
application of the dollar limitation.
(2) "Highly Compensated Employee" means, with respect to
a particular Plan Year, an Employee who is not
represented for purposes of collective bargaining by
a labor union and who (i) during the Plan Year or
other "determination year" as described in the
regulations to Code Section 414(1) is among the 100
employees receiving the most compensation from the
Employer and is a highly compensated employee as
defined by Code Section 414(q) and the regulations
thereunder or (ii) during the 12-month period
preceding the applicable determination year (the
"look-back year") is a highly compensated employee as
defined in Code Section 414(q) and the regulations
thereunder. The Committee may, in its discretion and
consistent with regulations under Code Section 414(q)
or other guidance issued by the Secretary of the
Treasury, elect to make a look-back year calculation
for a determination year on the basis of the calendar
year ending with or within the applicable
determination year.
(3) "Non-Highly Compensated Employee" means an Employee
who is not represented for purposes of collective
bargaining by a labor union, and who is not a Highly
Compensated Employee as defined in (2) above.
5. Section 7.1 is amended by deleting the words "As of January 1
following the calendar year" in each plan in which it appears, and by inserting
the following in lieu thereof:
"As of December 31 of the calendar year"
6. Section 7.1 is further amended by deleting the test of subsection
(a) and inserting the following in lieu thereof:
(a) As of December 31 of the calendar year in which the
Participant completes 35 years of participation in the Plan;
7. Effective January 1, 1994, Subparagraph 10.1(b) is amended to read
as follows:
(b) Imputed Employer Contribution. A Participant described in
Section 10.1(a) shall be eligible to share in the allocation
of the Imputed Employer Contribution only if he or she in
fact made voluntary savings contributions pursuant to Article
III (including weekly cash payments in lieu of payroll
deductions pursuant to subsections 3.2(b) and (c)) which were
allocated to his or her Participant Savings Account for the
Plan Year for which the Imputed Employer Contribution is
made. The Imputed Employer Contribution which shall be
credited with respect to an eligible Participant's
Transferred Amount shall be an amount equal to the product of
(1), (2) and (3) below where
(1) is the annual percentage rate of the Employer's
Tentative Basic Aggregate Contribution, as described
in Subsection 4.1(b)(1), if any, for the calendar
year in which the Participant's Transfer Event
described in Section 7.1 occurs, which percentage
rate shall be determined by dividing the amount of
said Tentative Basic Aggregate
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Contribution by the aggregate average monthly account
balances for such year of all Participants' accounts
in the General Fund, as of December 31,
(2) is the average monthly balance of the accounts held
for the Participant in the General Fund during the
calendar year in which the Participant's Transfer
Event described in Section 7.1 occurs, and
(3) is a fraction, the numerator of which is an integer
equal to the whole or partial calendar months of
Regular Employment completed by the Participant
during the calendar year in which his Transfer Event
occurs, and the denominator of which is twelve (12).
In no event shall the Imputed Employer Contribution made with
respect to any Participant exceed four thousand dollars
($4,000) multiplied by a fraction, the numerator of which is
an integer equal to the number of whole or partial calendar
months of Regular Employment completed by the Participant
during such calendar year, and the denominator of which is
twelve (12). Effective for the Imputed Employer Contribution
for the 1994 and subsequent Plan Years, that portion of the
Imputed Employer Contribution made with respect to any
Participant who is a Highly Compensated Employee which, when
combined with the Participant's voluntary savings
contributions for the Plan Year pursuant to Article III,
exceeds the contribution limitations for Highly Compensated
Employees pursuant to Section 6.3, shall be distributed to
such Participant in accordance with the provisions of that
Section.
8. Section 19.2(i) is amended to read as follows:
"Total Compensation" is the Participant's compensation as defined
in Section 415(c)(3) of the Code, but shall not be greater than
the applicable annual dollar limitation prescribed in Code Section
401(a)(17).
9. Section 19.5 is deleted.
IN WITNESS WHEREOF, United Parcel Service of America, Inc., based upon
the action by the Board of Directors, has caused this Amendment No. 19 to be
executed this 2nd day of December 1994.
ATTEST: UNITED PARCEL SERVICE OF
AMERICA, INC.
By:
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Secretary Chairman
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