Exhibit 10.19.1
MIDLAND ENTERPRISES INC. SALARIED RETIREMENT PLAN
First Amendment
Pursuant to Section 14.01 of the Midland Enterprises Inc. Salaried Retirement
Plan, said Plan is hereby amended as follows:
1. Effective July 1, 1994, Section 2.03 is amended by inserting the following
at the end of the first paragraph thereof:
"Notwithstanding the foregoing, the Annual Earnings of an Eligible Employee
who is participating in the Employer's 'Sales Department Compensation
Program' as of each Earnings Measurement Date shall mean such Employee's
annual salary rate plus the annual performance bonus awarded to him under
such program for the calendar year immediately preceding such Earnings
Measurement Date."
2. Effective July 1, 1994, Section 2.03 is amended further by deleting the
last paragraph thereof and substituting the following therefor:
"For each Plan Year ending before July 1, 1994, a Member's Annual Earnings
shall be limited for all purposes under the Plan to $200,000 (or such larger
amount as the Secretary of the Treasury may determine for such Plan Year
under section 401(a)(17) of the Code). For each Plan Year beginning after
June 30, 1994 (and for each prior Plan Year in which Annual Earnings are
taken into account in computing benefits in any Plan Year beginning after
June 30, 1994), Annual Earnings shall be limited for all purposes under the
Plan to $150,000 (or such larger amount as the Secretary of the Treasury may
determine for such Plan Year under section 401(a)(17) of the Code.) In
applying the above limitations, the special rules of Section 5.06 below shall
apply. In addition, the family aggregation rules of Code section 414(q)(6)
shall apply, except that in applying such rules, the term 'family' shall
include only the spouse of the Member and any lineal descendants who have not
attained age 19 before the close of the Plan Year."
3. Effective July 1, 1993, Section 2.11 is amended by deleting subsections
(c) and (d) and by substituting the following therefor:
"(c) employed in a location to which the Plan has not been specifically
extended by the Board of Directors,
(d) considered an Employee solely by reason of the leased-employee rules of
section 414(n) of the Code and the second sentence of paragraph 2.12, or
(e) employed to perform or complete a specific project or projects and
classified as a temporary employee for other purposes of the Employer."
4. Effective July 1, 1993, Section 2.11 is amended further by inserting after
the second sentence, the following:
"Effective on or after July 1, 1993, any Employee who is employed by Midland
Enterprises Inc. or a subsidiary thereof with a salary grade level of 18 or
19 shall not be considered an Eligible Employee under the Plan."
5. Effective July 1, 1994, Section 2.19(d) is amended by inserting,
immediately following subparagraph (iii), the following subparagraph (iv):
"(iv) pursuant to an approved leave of absence under the terms of the Family
and Medical Leave Act, but only to the extent required by that Act as
reasonably determined by the Administrator,".
6. Effective July 1, 1994, Section 2.19 is further amended by inserting the
following at the end thereof:
"Notwithstanding the foregoing and except as otherwise provided by law, no
more than 501 Hours of Service will be credited to any Employee on account of
any single continuous period during which the Employee performs no duties.
Except as hereinafter provided, Hours of Service to be credited to an
Employee under (a), (b) or (c) above will be calculated and credited pursuant
to paragraphs (b) and (c) of section 2530.200b-2 of the Department of Labor
Regulations, which are incorporated herein by reference."
7. Effective July 1, 1994, Article V is amended by adding at the end thereof
the following new section:
"5.06 Members Subject to Limitations on Annual Earnings. Notwithstanding
anything to the contrary in Sections 5.01 through 5.05,
(a) in the case of a Member whose Annual Earnings for any Plan Year prior
to July 1, 1989 exceeded $200,000, the Member's accrued benefit at any time
after June 30, 1989 and before July 1, 1994, and the amount of benefits
determined for the Member under Sections 5.01 through 5.05 at any time during
such period, shall be the greater of:
(1) the amount determined under the applicable formula taking into account
the Member's total Years of Benefit Service, or
(2) the Member's accrued benefit as of June 30, 1989.
(b) in the case of a Member whose Annual Earnings for any Plan Year prior
to July 1, 1994, exceeded $150,000, the Member's accrued benefit at any time
after June 30, 1994, and the amount of benefits determined for the Member
under Sections 5.01 through 5.05 at any time after that date shall be the
greater of:
(1) the amount determined under the applicable formula taking into account
the Member's total Years of Benefit Service, or
(2) the sum of (i) the Member's accrued benefit as of June 30, 1994, deter-
mined after giving effect to Section 5.06(a), and (ii) the amount determined
under the applicable formula as of the date benefits are determined, taking into
account only Years of Benefit Service after June 30, 1994.
(c) For purposes of (b)(2) above, Years of Benefit Service shall be
determined by treating the Year of Benefit Service that includes June 30,
1994 as consisting of two fractional years, the earlier of which shall be
included in Years of Benefit Service in determining the Member's accrued
benefit as of June 30, 1994 and the later of which shall be included in Years
of Benefit Service after June 30, 1994."
8. Effective July 1, 1994, Article VII is renamed "Forms of Benefit".
9. Effective with respect to individuals whose annuity starting date (as
defined in Code section 417(f)(2)) is on or after July 1, 1994, Article VII
is further amended by adding the following at the end thereof:
"7.07 Optional Forms of Benefit for Non-Married Members. In lieu of a monthly
benefit payable for his lifetime only, a Member who is not married on his
annuity starting date may elect (in the manner prescribed by the
Administrator) to receive:
(a) a reduced monthly benefit during his lifetime with one-half of such
reduced benefit to continue after his death to his designated Beneficiary for
the Beneficiary's lifetime, or
(b) a reduced monthly benefit during his lifetime with two-thirds of such
reduced benefit to continue after his death to his designated Beneficiary for
the Beneficiary's lifetime, or
(c) a reduced monthly benefit during his lifetime with the entire such
reduced benefit to continue after his death to his designated Beneficiary for
the Beneficiary's lifetime.
Notwithstanding any other provision of the Plan to the contrary, the provisions
of this Section 7.07 shall apply only with respect to Beneficiaries who are
"designated beneficiaries" within the meaning of Code section 401(a)(9)(E) and
the rules promulgated thereunder, and the forms of benefit described in (b) and
(c) above shall be available only with respect to Beneficiaries whose age is
such as to satisfy the incidental death benefit requirements under section
401(a)(9) of the Code (as construed by said rules)."
10. Effective January 1, 1993, Article VII is amended further by adding at
the end thereof the following:
"7.08 Direct Rollovers. Notwithstanding any provision of the Plan to the
contrary that may otherwise limit a distributee's election under this Section
7.08, for distributions made on or after January 1, 1993, a distributee may
elect, at the time and in the manner prescribed by the Administrator, to have
any portion of an eligible rollover distribution, subject to the limitations
imposed in temporary Treasury Regulation section 1.40(a)(31)-1T, paid
directly to an eligible retirement plan specified by the distributee in a
direct rollover. For purposes of this Section 7.08, the following definitions
shall apply:
(a) An 'eligible rollover distribution' is any distribution of all or any
portion of the distributee's benefit, provided such portion is equal to or in
excess of $200, except that an eligible rollover distribution does not
include the following: 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
of the distributee and the distributee's beneficiary, or for a specified
period of ten years or more, or any distribution to the extent such
distribution is required under Code section 401(a)(9).
(b) With respect to a distributee other than the Member's surviving
spouse, 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). With respect to a
distributee who is a Member's surviving spouse, an eligible retirement plan
is an individual retirement account or an individual retirement annuity.
(c) 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 an alternate payee under a
Qualified Domestic Relations Order described in Section 2.24A above, are
distributees with regard to the interest of the spouse or former spouse.
(d) A 'direct rollover' is a payment by the Plan to the eligible
retirement plan specified by the distributee."
11. Effective July 1, 1994, Section 9.02 is amended by adding immediately
after the phrase "Member's severance from service for any reason" the
following:, "including death".
12. Effective July 1, 1994, Section 9.02 is amended further by deleting the
first sentence of the second paragraph thereof in its entirety and by
substituting the following therefor:
"For purposes of determining the present value of an individual's benefit or
the actuarial equivalency of an individual's benefit or the actuarial
equivalency of alternative forms under this paragraph, the same interest and
mortality assumptions as are specified in paragraph 15.04 shall be applied to
the Member's accrued benefit payable commencing at the later of retirement or
the Member's Normal Retirement Date, provided that the interest assumption
used for purposes of this paragraph 9.02 shall not be greater than the
schedule of immediate and deferred interest rate(s) which would be used by
the Pension Benefit Guaranty Corporation, as of the beginning of the Plan
Year in which the lump sum is paid, for purposes of determining the present
value of benefits on plan termination."
13. Effective July 1, 1994, Section 15.04 is amended by deleting the phrase
"retires, separates from service or dies" in the second sentence thereof and
by substituting the following therefor: "separates from service (whether by
death, retirement or otherwise)".
IN WITNESS WHEREOF, Midland Enterprises Inc. has caused this instrument to be
duly executed as of this 4th day of November, 1994.
MIDLAND ENTERPRISES INC.
By: /s/ W. H. Ferguson
Title: V.P. Human Resources