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EXHIBIT 10.1
ZIONS BANCORPORATION PENSION PLAN
Amended and Restated Effective January 1, 1994
December 6, 1994
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Table of Contents
Page
Introduction...................................................................................................1
Article 1 - Definitions........................................................................................1
1.1 Accrual Computation Period......................................................................2
1.2 Accrued Benefit.................................................................................2
1.3 Accrued Benefit Attributable to the Old Plan Account............................................2
1.4 Accrued Benefit Attributable to Company Contributions...........................................2
1.5 Actuarial Equivalent............................................................................2
1.6 Affiliate or Subsidiary.........................................................................2
1.7 Authorized Period of Absence....................................................................2
1.8 Beneficiary.....................................................................................3
1.9 Break in Service................................................................................3
1.10 Code............................................................................................3
1.11 Committee or Retirement Committee...............................................................3
1.12 Company.........................................................................................3
1.13 Controlled Group................................................................................3
1.14 Covered Compensation............................................................................3
1.15 Credited Service................................................................................4
1.16 Earnings........................................................................................5
1.17 Eligible Employee...............................................................................6
1.18 Eligible Spouse.................................................................................6
1.19 Eligibility Computation Period..................................................................6
1.20 Employee........................................................................................6
1.21 Employment Date.................................................................................6
1.22 ERISA...........................................................................................6
1.23 Final Average Earnings..........................................................................6
1.24 Hour of Service.................................................................................7
1.25 Investment Manager..............................................................................8
1.26 Military Service................................................................................9
1.27 Nonvested Former Participant....................................................................9
1.28 Old Plan Account................................................................................9
1.29 Participant.....................................................................................9
1.30 Participation Date.............................................................................10
1.31 Plan...........................................................................................10
1.32 Plan Administrator.............................................................................10
1.33 Plan Year......................................................................................10
1.34 Retirement Date................................................................................10
1.35 Social Security Taxable Wage Base..............................................................10
1.36 Termination of Employment......................................................................10
1.37 Trust Agreement................................................................................10
1.39 Trustee........................................................................................10
1.40 Vesting Computation Period.....................................................................10
1.41 Year of Service................................................................................10
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Article 2 - Participation.....................................................................................12
2.1 Participation Date.............................................................................12
2.2 Reinstatement of Active Participation..........................................................12
Article 3 - Retirement Date...................................................................................13
3.1 Normal Retirement Date.........................................................................13
3.2 Early Retirement Date..........................................................................13
3.3 Late Retirement Date...........................................................................13
3.4 Disability Retirement Date.....................................................................14
Article 4 - Amount of Accrued Benefit.........................................................................15
4.1 Accrued Benefit................................................................................15
4.2 Accrued Benefit Attributable to the Old Plan Account...........................................16
4.3 Accrued Benefit Attributable to Company Contributions..........................................16
4.4 Old Plan Account...............................................................................16
Article 5 - Amount of Retirement Income.......................................................................17
5.1 Monthly Retirement Income......................................................................17
5.2 Normal Retirement Income.......................................................................17
5.3 Early Retirement Income........................................................................17
5.4 Late Retirement Income.........................................................................17
5.5 Disability Retirement Income...................................................................18
5.6 Application for Retirement Income..............................................................18
5.7 Forms of Retirement Income.....................................................................19
5.8 Reemployment After Retirement..................................................................20
5.9 Commencement of Benefits.......................................................................20
Article 6 - Termination and Vesting...........................................................................23
6.1 Vesting........................................................................................23
6.2 Termination Benefit............................................................................23
6.3 Reemployment After Termination of Employment...................................................24
Article 7 - Disability Benefits...............................................................................25
7.1 Determination of Disability....................................................................25
7.2 Eligibility for Disability Benefits...........................................................25
7.3 Disability Retirement Date.....................................................................25
7.4 Disability Retirement Income...................................................................25
Article 8 - Death Benefits....................................................................................27
8.1 Pre - Retirement Death Benefit.................................................................27
8.2 Post - Retirement Death Benefit................................................................28
8.3 Return of Old Plan Account.....................................................................29
Article 9 - Financing The Plan................................................................................30
9.1 Company Contributions..........................................................................30
9.2 Return of Company Contributions................................................................30
9.3 Employee Contributions.........................................................................30
Article 10 - Termination of the Plan..........................................................................31
10.1 Termination of Plan............................................................................31
10.2 Procedures Upon Termination of Plan............................................................31
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Article 11 - Top-Heavy Provisions.............................................................................32
11.1 Top Heavy Plan.................................................................................32
11.2 Definition of Terms............................................................................32
11.3 Modification of Vesting Schedule...............................................................34
11.4 Minimum Benefit................................................................................35
11.5 Modification of Maximum Benefit................................................................35
Article 12 - Administration of the Plan.......................................................................36
12.1 Administration.................................................................................36
12.2 Records........................................................................................37
12.3 Payment of Expenses............................................................................37
12.4 Delegation of Authority........................................................................37
12.5 Information Available..........................................................................37
12.6 Claims Procedure...............................................................................38
12.7 Fiduciary Capacity.............................................................................38
12.8 Committee Liability............................................................................38
Article 13 - General Provisions...............................................................................39
13.1 Amendment of Plan..............................................................................39
13.2 Employment Status..............................................................................39
13.3 Mergers or Consolidations......................................................................40
13.4 Provision Against Anticipation.................................................................40
13.5 Facility of Payment............................................................................40
13.6 Construction...................................................................................40
13.7 Legal Actions..................................................................................41
13.8 Payment of Small Benefits......................................................................41
13.9 Maximum Retirement Benefit.....................................................................42
13.10 Additional Benefit Limits for Highly Compensated Employees.....................................45
13.11 Eligible Rollover Distribution.................................................................48
13.12 Procedures with Respect to Domestic Relations
Orders.........................................................................................50
Appendix I ...............................................................................................52
Appendix II ..................................................................................................53
Appendix III .................................................................................................54
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Introduction
The Zions Bancorporation Pension Plan became effective on January 1, 1968. The
Plan has been amended and restated from time to time. This document amends and
restates the Plan, effective January 1, 1994, except where another effective
date is specifically provided.
Except as specifically provided in the Plan, the rights and benefits of any
Participant who terminates or retires prior to the effective date of this
restatement or any other amendment to the Plan will be determined pursuant to
the provisions of the Plan in effect on the earlier of his or her date of
retirement or termination.
The Plan and Trust thereunder are created and maintained for the primary purpose
of providing retirement benefits for eligible employees of Zions Bancorporation
and its affiliates. It is intended that the Plan and Trust qualify under
Sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended,
and that they meet the requirements of the Employee Retirement Income Security
Act of 1974, as amended.
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Definitions
1.1 Accrual Computation Period means a Plan Year.
1.2 Accrued Benefit means the monthly amount of benefit credited to a
Participant in accordance with Article on the basis of an annuity
payable for life beginning at age 65.
1.3 Accrued Benefit Attributable to the Old Plan Account is defined in 4.2
and 5.3.
1.4 Accrued Benefit Attributable to Company Contributions is defined in
4.3.
1.5 Actuarial Equivalent means equality in value of the aggregate amounts
expected to be received under different forms of payment based on
Tables attached hereto as Appendices. Except as otherwise provided in
this Plan, the 1984 Unisex Pension Mortality Table and a 6% interest
assumption will be used for all other calculations of actuarial
equivalence.
1.6 Affiliate or Subsidiary means a member of a controlled group of
corporations (as defined in Code Section 1563(a), determined without
regard to Code Sections 1563(a)(4) and (e)(3)(C)), a group of trades or
businesses (whether incorporated or not) which are under common control
within the meaning of Code Section 414(c), or an affiliated service
group (as defined in Code Sections 414(m) or 414(o)) of which Zions
Bancorporation is a part. With respect to the Maximum Retirement
Benefit defined in 13.9, in determining whether a corporation is a
member of a controlled group of corporations the phrase "more than 50
percent" will be substituted for the phrase "at least 80 percent" each
place it appears in Code Section 1563(a)(1).
1.7 Authorized Period of Absence means an absence authorized by the Company
for one or more of the following reasons:
(a) Approved leave of absence.
(b) Pregnancy.
(c) Jury duty.
(d) Military Service as defined in 1.26.
(e) Illness or injury, including disability.
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Any discretion of the Company under the provisions of this definition
will be exercised without discrimination and in accordance with
definitely established rules uniformly applicable to Employees or
Participants whose approved periods of absence were occasioned by
similar circumstances.
1.8 Beneficiary means the person or persons designated by a Participant to
receive any benefit payable from the Plan under 8.3 upon the death of
the Participant.
If no Beneficiary designation is filed with the Committee or if the
designated Beneficiary does not survive the Participant, the
Participant will be deemed to have designated the following as
Beneficiaries with priority in the order named:
(a) Surviving spouse,
(b) The Participant's estate.
1.9 Break in Service means an interruption in service due to a person's
failure to complete at least 501 Hours of Service during a Vesting
Computation Period or during an Eligibility Computation Period. A Break
in Service will not occur during an Authorized Period of Absence unless
the Employee fails to return to work for at least 30 days with the
Company or any member of the Controlled Group after the expiration of
the Authorized Period of Absence.
1.10 Code means the Internal Revenue Code of 1986, as amended.
1.11 Committee or Retirement Committee means the Committee which will
administer the plan as described in Article 12.
1.12 Company means Zions Bancorporation and any Affiliate or Subsidiary
which adopts this Plan with the consent of the Board of Directors of
Zions Bancorporation.
1.13 Controlled Group means Zions Bancorporation and any Affiliate or
Subsidiary. All employees of the Controlled Group will be treated as
employed by a single employer for purposes of applying the provisions
of qualification of the Plan; of minimum participation standards of the
Plan; of minimum vesting standards of the Plan; and of limitation of
benefits under the Plan.
1.14 Covered Compensation for a Plan Year means the average of the Social
Security Taxable Wage Bases for each year in the 35-year period ending
with the last day of the year in which the Participant attains (or will
attain) Social Security Retirement Age as determined under the exact
tables provided by the Commissioner of Internal Revenue. Covered
Compensation for any Plan Year after 1991 will be equal to 1991 Covered
Compensation.
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For purposes of this, a Participant's Social Security Retirement Age
is determined based on the following table:
Social Security
Year of Birth Retirement Age
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Before 1938 65
1938 to 1954 66
1955 and after 67
1.15 Credited Service means service used to determine a Participant's
Accrued Benefit and is determined as follows:
(a) Credited Service shall be measured in calendar years and months.
Each month shall be equal to one-twelfth of a year of Credited
Service. Except as otherwise stated in this 1.15, Credited Service
for Plan Years beginning after December 31, 1988 means the sum of
an Employee's calendar years and months (or parts thereof) as an
Eligible Employee during the period beginning on his or her
Benefit Service Date. For purposes of this section, Benefit
Service Date means the later of:
(1) the Participant's Employment Date,
(2) the first day of the month following the Participant's 21st
birthday, or
(3) in the case of an Employee who is not credited with at
least 1,000 Hours of Service in his or her first Eligibility
Computation Period, the first day of the first Plan Year in
which the Employee is credited with at least 1,000 Hours of
Service.
(b) No Credited Service will be earned during a Plan Year beginning
after December 31, 1988 unless the Employee completes at least
1,000 Hours of Service during that Plan Year except as follows. In
order to earn Credited Service during the Plan Year in which the
Employee has a Benefit Service Date or during the Plan Year in
which the Employee retires or dies, the Employee must complete
83.33 Hours of Service multiplied by the number of calendar months
during such Plan Year in which the Employee completes at least one
Hour of Service. Effective January 1, 1995, the foregoing sentence
shall also apply to a Plan Year in which the Employee incurs a
Termination of Employment.
(c) Except as otherwise stated in this 1.15, Credited Service for Plan
Years beginning before January 1, 1989 means benefit service as
defined under the terms of the Plan in effect on December 31,
1988.
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(d) Credited Service will not include service earned during a period
for which Years of Service are disregarded pursuant to 1.41(e).
(e) In the case of an Employee who is employed by an Affiliate or
Subsidiary which either adopts this Plan with the consent of the
Company or merges with the Company, Credited Service will not
include service prior to the date of merger or adoption unless an
earlier date is specifically designated for this purpose by the
Board of Directors of Zions Bancorporation.
1.16 Earnings means a Participant's wages from the Company within the
meaning of Code Section 3401(a), and all other payments of compensation
to the Participant by the Company (in the course of the Company's trade
or business), for which the Company is required to furnish a written
statement to the Participant under Code Sections 6041(d) and 6051(a)(3)
(IRS Form W-2 - wages, tips and other compensation). Earnings will also
include elective contributions made by the Company on behalf of its
Participants which are not includible in gross income under Code
Sections 125, 402(e)(3), 402(h) or 403(b). Earnings will be reduced by
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation (other than elective
contributions described above), and welfare benefits. Earnings will
also be reduced by directors fees, if any, paid to Highly Compensated
Employees as defined in 13.10.
Except as provided in 4.1(c), earnings will not exceed $200,000 for
years prior to 1990. Each January 1 thereafter, this $200,000 limit
will automatically be adjusted to the new dollar limit prescribed by
the Secretary of the Treasury for that calendar year.
Except as provided in 4.1(a) and (b), effective January 1, 1994, annual
Earnings will not exceed $150,000 for 1994 or prior years. On January 1
of each calendar year in which the Secretary of the Treasury prescribes
a new dollar limit, this $150,000 limit will automatically be adjusted
to that new limit. If a period over which Earnings is determined under
the Plan (determination period) is less than 12 months, the $200,000
and the $150,000 limitations for that period will be multiplied by a
fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is 12. For this
purpose, a determination period will not be considered to be less than
12 months merely because a Participant is an Active Participant for
less than a full Plan Year except that Earnings will be determined for
the full Plan Year.
In determining the compensation of a Participant for purposes of the
$200,000 and the $150,000 limitations, the rules
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of Code Section 414(q)(6) will apply, except that in applying such
rules, the term "family" will include only the spouse of the
Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the year.
1.17 Eligible Employee means any Employee of the Company except an Employee
represented by a collective bargaining agent unless the terms of the
collective bargaining agreement covering such Employee specifically
provide for coverage under the Plan. The term "Eligible Employee" does
not include a leased employee as defined in Code Section 414(n). This
section is effective January 1, 1988.
1.18 Eligible Spouse means the legal spouse of the Participant at the time
of the Participant's death except that a former spouse may be treated
as an Eligible Spouse to the extent provided in a qualified domestic
relations order as defined in Code Section 414(p).
1.19 Eligibility Computation Period means a 12-consecutive-month period
beginning on an Employee's Employment Date. However, if such Employee
fails to complete at least 1,000 Hours of Service during his or her
initial 12-consecutive-month period, the Eligibility Computation Period
becomes the Plan Year commencing with the Plan Year in which such
initial period ends.
1.20 Employee means any person who is employed by any member of the
Controlled Group.
1.21 Employment Date means the date on which an Employee first performs an
Hour of Service for any member of the Controlled Group.
1.22 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.
1.23 Final Average Earnings means the average of the Participant's Earnings
as an Eligible Employee for the period of five consecutive calendar
years ending on or before December 31, 1991 which produces the highest
average. If the Participant has not been an Eligible Employee for five
years, Final Average Earnings means the average of the Participant's
Earnings over the Participant's full period of employment as an
Eligible Employee before December 31, 1991.
In determining Final Average Earnings, Plan Years after 1988 during
which the Participant earns fewer than 1,000 Hours of Service will be
disregarded and will not interrupt the consecutiveness of the prior and
subsequent Plan Years.
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In determining Final Average Earnings, Earnings will be annualized in
the Plan Year of hire if the employee earned 1,000 Hours of Service
during the one-year period beginning on the Employee's Employment Date.
Earnings are annualized by dividing actual earnings for the Plan Year
(excluding bonuses) by the number of months of actual earnings, then
multiplying the result by 12 then adding bonuses.
1.24 Hour of Service, effective January 1, 1989, means:
(a) each hour for which an Employee is paid, or entitled to payment,
for the performance of duties for the Company;
(b) each hour for which an Employee is paid, or entitled to payment,
by the Company on account of a period of time during which no
duties are performed (whether or not the employment relationship
has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave
of absence; provided, however, that an Employee will not be
credited with more than 501 Hours of Service under this sentence
for any continuous period during which he or she performs no
duties for the Company. Notwithstanding the preceding provisions
of this paragraph, no credit will be given:
(1) for an Hour of Service for which the individual is directly or
indirectly paid, or entitled to payment, on account of a
period during which no duties are performed if such payment is
made or due under a plan maintained solely for the purpose of
complying with applicable workers' compensation, unemployment
compensation or disability insurance laws; or
(2) for an Hour of Service for which a payment is made which
solely reimburses the individual for medical or medically
related expenses incurred;
(c) each hour not otherwise credited under the Plan for which back
pay, irrespective of mitigation of damages, is either awarded or
agreed to by the Company.
(d) Hours of Service will be credited for employment with other
members of an affiliated service group, a controlled group of
corporations, or a group of trades or businesses under common
control of which the Company is a member.
(e) Hours of Service will also be credited for any individual
considered an employee under Code Section 414(n).
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(f) Solely for purposes of determining whether a Break in Service has
occurred, an individual who is absent from work will receive
credit for the Hours of Service which would have been credited to
the individual but for such absence if the absence is (1) because
of the pregnancy of the individual, (2) because of the birth of a
child of the individual, (3) because of the placement of a child
with the individual in connection with the adoption of such child
by such individual, (4) for purposes of caring for such child for
a period beginning immediately following such birth or placement,
or (5) for family or medical leave required to be provided under
the Family and Medical Leave Act of 1993. Where such hours cannot
be determined, eight Hours of Service per day of such absence will
be used. The Hours of Service credited under this paragraph will
be credited in the computation period in which the absence begins
if the crediting is necessary to prevent a Break in Service in
that period. In all other cases, such hours will be credited in
the following computation period.
(g) The foregoing notwithstanding, Participants whose pay is solely on
a commission basis will be credited with Hours of Service as
follows:
(1) If the Participant's Earnings for a Plan Year are at least 750
multiplied by the lowest hourly rate of compensation payable
to employees in the same job classification as the
Participant, then the Participant will be credited with 1,000
Hours of Service for that Plan Year.
(2) If the Participant's Earnings for a Plan Year are less than
750 multiplied by the lowest hourly rate of compensation
payable to employees in the same job classification as the
Participant, then the Participant will not be credited with
any Hours of Service for that Plan Year.
(h) The crediting of Hours of Service under this Plan will be applied
under the rules of paragraphs (b) and (c) of the Department of
Labor Regulation 2530.200b-2 and clause (f)(3)(ii) of the
Department of Labor Regulation 2530.200b-3 which, by this
reference, are specifically incorporated in full within this Plan.
1.25 Investment Manager means any fiduciary (other than a trustee, the
Company or the Committee):
(a) which has the power to manage, acquire, or dispose of any assets
of the Plan; and
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(b) which (1) is registered as an investment adviser under the
Investment Advisers Act of 1940, or (2) is a bank, as defined in
that Act, or (3) is an insurance company qualified to perform
services described in item (a) above under the laws of more than
one state; and
(c) which has acknowledged in writing that it is a fiduciary with
respect to the Plan.
1.26 Military Service means the period of time during which a person is
absent from active work for the Company or any member of the Controlled
Group serving as a member of the Armed Forces of the United States in
time of war or other emergency or under the laws of conscription in
time of peace. Military Service includes time when such person has a
right to reemployment at his or her former position or a substantially
similar position upon separation from such Military Service, and such
period of time, not exceeding 90 days, immediately following such
Military Service as such person remains absent from active work for the
Company or any member of the Controlled Group.
1.27 Nonvested Former Participant means a prior Participant who has incurred
a Termination of Employment and who does not have a vested interest in
accordance with 6.1.
1.28 Old Plan Account is defined in 4.4.
1.29 Participant means an Active Participant, Inactive Participant,
Terminated Vested Participant, Disabled Participant, or Retired
Participant, as defined below:
(a) "Active Participant" means an Eligible Employee who has met the
requirements for participation described in Article 2.
(b) "Inactive Participant" means a prior Active Participant who is on
an Authorized Period of Absence, or who is employed by a member of
the Controlled Group other than the Company, or who is employed by
the Company but is not an Eligible Employee.
(c) "Terminated Vested Participant" means a prior Eligible Employee
who has incurred a Termination of Employment, who retains a vested
interest in accordance with 6.1, and who is not currently
receiving benefit payments under the Plan.
(d) "Disabled Participant" means a prior Active Participant who has a
total and permanent disability as determined under Article 7.
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(e) "Retired Participant" means a prior Eligible Employee who is
receiving benefit payments under the Plan.
1.30 Participation Date is defined in 2.1.
1.31 Plan means the Zions Bancorporation Pension Plan.
1.32 Plan Administrator means the Committee which will administer the plan
as described in Article 12.
1.33 Plan Year means a calendar year.
1.34 Retirement Date means the date a Participant's monthly retirement
benefits begin in accordance with Article 3.
1.35 Social Security Taxable Wage Base means the contribution and benefit
base in effect under Section 230 of the Social Security Act for the
specified calendar year.
1.36 Termination of Employment means cessation of employment with the
Company or any member of the Controlled Group due to:
(a) voluntary or involuntary termination or separation of employment,
or
(b) failure to return to work for at least 30 days upon the expiration
of any Authorized Period of Absence from the Company or any member
of the Controlled Group, in which event cessation of active work
will be deemed to have occurred at the time such Authorized Period
of Absence expired. Transfer of employment, without interruption,
between members of the Controlled Group will not be deemed a
Termination of Employment.
1.37 Trust Agreement means the agreement between the Company and the
Trustee.
1.38 Trust Fund means all money or property held by the Trustee pursuant
to the Trust Agreement.
1.39 Trustee means the trustee appointed by the Board of Directors of the
Company and named as such in the Trust Agreement.
1.40 Vesting Computation Period means a calendar year.
1.41 Year of Service means a Vesting Computation Period after December 31,
1988 during which an Employee completes 1,000 or more Hours of Service
except as follows:
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(a) For Plan Years beginning after December 31, 1994, an Employee
shall be credited with a partial Year of Service (measured in
calendar months) in a Plan Year in which the Employee completes
less than 1,000 Hours of Service but in which the Employee has a
Benefit Service Date or in which the Employee retires, dies, or
incurs a Termination of Employment if the Employee completes 83.33
Hours of Service multiplied by the number of calendar months
during such Plan Year in which the Employee completes at least one
Hour of Service. The Employee will be credited with months of
Service equal to the number of calendar months during the Plan
Year in which the Employee completes at least one Hour of Service.
Twelve months of Service shall equal a Year of Service.
(b) Years of Service also include years of vesting service earned
before January 1, 1989 under the terms of the Plan in effect as of
December 31, 1988.
(c) A Participant shall be credited in the 1989 Vesting Computation
Period with 190 Hours of Service for each month in which the
Participant earned at least one Hour of Service in his or her
partial year of vesting service (if any) ending on December 31,
1988.
(d) The foregoing notwithstanding, a Participant must be at least age
18 before he or she can earn a Year of Service.
(e) The foregoing notwithstanding, if a Participant who has no vested
interest in the Plan incurs a Break in Service, Years of Service
will not include:
(1) service prior to a Break in Service which is not followed by a
Year of Service, and
(2) service prior to five or more consecutive one year Breaks in
Service if the number of consecutive one year Breaks in
Service equals or exceeds the number of prior Years of
Service.
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Article 2
Participation
2.1 Participation Date
(a) An Eligible Employee who was an Active Participant in the Plan on
December 31, 1993 will continue to be an Active Participant on
January 1, 1994.
(b) Any other Eligible Employee will become an Active Participant in
the Plan on the first day of the month coinciding with or next
following the later of (1) the date on which the Employee
completes an Eligibility Computation Period during which he or she
completes at least 1,000 Hours of Service or (2) the Employee's
21st birthday.
Participation Date means the date a Participant first becomes an Active
Participant, provided that the Participation Date of a Nonvested Former
Participant who is reinstated under 2.2 after five or more consecutive
one year Breaks in Service shall be the date of reinstatement.
2.2 Reinstatement of Active Participation
A Terminated Vested Participant, a Retired Participant, an Inactive
Participant, or a Nonvested Former Participant who again becomes an
Eligible Employee or who returns from an Authorized Period of Absence
will be reinstated as an Active Participant on the day he or she is
reinstated as an Eligible Employee or returns from such Authorized
Period of Absence.
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Article 3
Retirement Date
3.1 Normal Retirement Date
A Participant's Normal Retirement Date will be the first day of the
month coincident with or next following his or her Normal Retirement
Age.
If the Participant's Participation Date is on or after July 1, 1994,
his or her Normal Retirement Age is the later of:
(a) his or her 65th birthday, or
(b) the earlier of:
(1) the date the Participant completes five Years of Service, or
(2) the fifth anniversary of his or her Participation Date
provided the Participant is an Employee on or after the later
of such date or his or her 65th birthday and earns at least
one Year of Service after any Break in Service.
If the Participant's Participation Date is before July 1, 1994, the
Participant's Normal Retirement Age is 65.
3.2 Early Retirement Date
A Participant may retire prior to his or her Normal Retirement Date on
an Early Retirement Date which, subject to his or her election, may be
the first day of any month coincident with or following the latest of:
(a) the Participant's 55th birthday,
(b) the date on which the Participant completes ten Years of Service,
or
(c) the date of the Participant's Termination of Employment.
3.3 Late Retirement Date
(a) If a Participant continues in the service of the Company or any
member of the Controlled Group beyond Normal Retirement Date, his
or her Late Retirement Date will be the first day of any month
coincident with or following the date of the Participant's
Termination of Employment.
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(b) A Participant's Late Retirement Date will not be later than the
required beginning date described in 5.9(c) even if his or her
employment continues after such date.
3.4 Disability Retirement Date
Disability Retirement Date is defined in 7.3.
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Article 4
Amount of Accrued Benefit
4.1 Accrued Benefit
A Participant's Accrued Benefit is equal to one twelfth of the greater
of:
(a) the sum of:
(1) the sum of the following determined without regard to the
$150,000 limitation under 1.14:
(A) 1.65% of Final Average Earnings determined as of December
31, 1991 multiplied by Credited Service earned as of
December 31, 1991, and
(B) 1.65% of Earnings for each Plan Year beginning after
December 31, 1991 and before January 1, 1994 in which
the Participant earns a full or partial year of
Credited Service.
(2) 1.65% of Earnings for each Plan Year after December 31, 1993
in which the Participant earns a full or partial year of
Credited Service.
(b) the sum of the following, determined as of December 31, 1991 and
without regard to the $150,000 limitation under 1.16:
(1) 1.15% of Final Average Earnings up to Covered Compensation
multiplied by Credited Service up to 35 years.
(2) 1.65% of Final Average Earnings in excess of Covered
Compensation multiplied by Credited Service up to 35 years.
(3) 1.0% of Final Average Earnings multiplied by Credited Service
in excess of 35 years.
(c) the annual accrued benefit on December 31, 1988 under the terms of
the Plan as then in effect determined without regard to the
$200,000 or $150,000 limitations under 1.16.
A Participant will receive an Accrued Benefit for Military Service to
the extent required by the Military Selective Service Act (or any prior
or subsequent corresponding law).
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4.2 Accrued Benefit Attributable to the Old Plan Account
Effective January 1, 1988, the Accrued Benefit Attributable to the Old
Plan Account as of the Participant's Normal Retirement Date will be
equal to the Participant's Old Plan Account expressed as a monthly
benefit under a life annuity commencing on his or her Normal Retirement
Date using the Actuarial Equivalent basis for lump sum payments.
4.3 Accrued Benefit Attributable to Company Contributions
The Accrued Benefit Attributable to Company Contributions will be equal
to the excess, if any, of the Accrued Benefit over the Accrued Benefit
Attributable to the Old Plan Account.
4.4 Old Plan Account
A Participant's Old Plan Account is his or her individual account
balance under this Plan which resulted from the transfer of funds from
a terminated plan formerly sponsored by the Employer. The Old Plan
Account shall include interest from the transfer date to the earlier of
the Participant's Retirement Date or the date on which the
Participant's Old Plan Account is otherwise payable pursuant to the
provisions of this Plan (the determination date) as follows: The rate
of interest shall be compounded annually. For Plan Years beginning
before January 1, 1988, the interest rate shall be 5%. For each Plan
Year beginning on or after January 1, 1988, the interest rate shall be
120% of the federal mid-term rate (as defined in Code Section 1274) in
effect on the first day of such Plan Year. For purposes of determining
the Accrued Benefit Attributable to the Old Plan Account, the Old Plan
Account shall also include interest, compounded annually, at the
Pension Benefit Guaranty Corporation's interest rate for valuing
benefits under plans terminating on the first day of each Plan Year
from the determination date to the Participant's Normal Retirement
Date. In no event can a Participant's Old Plan Account be withdrawn
prior to Termination of Employment, death or retirement. This section
is effective January 1, 1988.
Effective January 1, 1988, the Accrued Benefit Attributable to the Old
Plan Account as of the Participant's Early Retirement Date will be
equal to the monthly benefit determined under 4.2 and reduced as
provided in Appendix III according to the Participant's age.
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Article 5
Amount of Retirement Income
5.1 Monthly Retirement Income
A Participant's Monthly Retirement Income commencing on his or her
Normal Retirement Date, Early Retirement Date, Late Retirement Date, or
Disability Retirement Date will be equal to his or her Accrued Benefit
as of such date adjusted to reflect the Form of Retirement Income
elected and, in the case of an Early Retirement Date, adjusted to
reflect the age of the Participant on the date benefit payments
commence. In the case of a Disability Retirement Date, the Accrued
Benefit will also be adjusted as provided under Article 7.
5.2 Normal Retirement Income
The monthly amount of Retirement Income payable to a Participant
retiring on his or her Normal Retirement Date will be equal to the
Accrued Benefit earned to his or her Normal Retirement Date. This
Retirement Income will be subject to adjustment depending on the Form
of Retirement Income elected in accordance with 5.7.
5.3 Early Retirement Income
The monthly amount of Retirement Income payable to a Participant
retiring on an Early Retirement Date will be equal to the Accrued
Benefit earned to his or her Early Retirement Date reduced by 1/3 of 1%
for each month by which the Early Retirement Date precedes his or her
Normal Retirement Date.
The Accrued Benefit Attributable to the Old Plan Account as of the
Participant's Early Retirement Date is determined under 4.4.
This Retirement Income will be subject to adjustment depending on the
Form of Payment elected in accordance with 5.7.
5.4 Late Retirement Income
(a) Effective January 1, 1988, the monthly amount of Retirement Income
payable to a Participant retiring on a Late Retirement Date will
be equal to his or her Accrued Benefit earned to the Late
Retirement Date. This Retirement Income will be subject to
adjustment depending on the Form of Retirement Income elected in
accordance with 5.7.
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(b) If the Participant earns additional Accrued Benefits after his or
her Late Retirement Date, his or her Monthly Retirement Income
will be redetermined as of the earlier of the Participant's
required beginning date under 5.9(c) or the Participant's
subsequent Termination of Employment. This redetermined benefit
will be payable under the Form of Retirement Income elected on his
or her Late Retirement Date in accordance with 5.7.
5.5 Disability Retirement Income
Disability Retirement Income is described in 7.4.
5.6 Application for Retirement Income
Each Participant must notify the Committee in writing of his or her
intent to retire. Upon receipt of such notification, each married
Participant will receive a written explanation of the terms and
conditions of the various Forms of Retirement Income and the financial
effect (in terms of dollars per monthly payment to the Participant and
his or her surviving spouse) of electing a Form of Retirement Income
other than the 50% Spouse Option. A Participant will have the right to
elect or revise a previously elected Form of Retirement Income at any
time during his or her Election Period.
A Participant's Election Period is the 90 day period ending on the date
his or her Retirement Income is to begin. The Committee will make
Election Information available to a Participant within a reasonable
period of time prior to the date Retirement Income is to begin. In no
event will a Participant's Election Period end prior to the 30th day
next following the day on which Election Information and the
information provided in accordance with the first paragraph of this are
first made available to him. For purposes of the Plan, Election
Information means:
(a) a written explanation of the 50% Spouse Option and the relative
financial effect of the payment of Monthly Retirement Income in
that form and in the Life Annuity form; and
(b) a notification that Retirement Income payments will be made in the
50% Spouse Option form (or the Life Annuity Form if the
Participant is not married) unless he or she elects otherwise
during the Election Period and his or her spouse consents to such
election.
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The Participant must elect a form of payment in writing. An election of
a form of payment other than a Spouse Option will not be valid without
the written consent of the Participant's spouse. The spouse's consent
must acknowledge the effect of the election and must be witnessed by a
plan representative or notary public. The Participant may change his or
her election at any time, and any number of times, during the 90 day
period ending on the date his or her Retirement Income is to begin. The
Participant may not change the form of payment without further spousal
consent unless the spouse expressly permits such changes. The
requirement for spouse's consent will be waived if the participant
establishes to the satisfaction of the Committee that such consent
cannot be obtained because there is no spouse, the spouse cannot be
located or because of such other circumstances as the Secretary of the
Treasury may by regulations prescribe.
The election by the Participant and the consent of the spouse must be
obtained no more than 90 days prior to the date benefit payments
commence. If the spouse of a Participant who has elected a Spouse
Option dies before Retirement Income payments begin, the Retirement
Income will be paid to the Participant in the form of the Life Annuity.
5.7 Forms of Retirement Income
A Participant retiring on his or her Normal, Early, Late, or Disability
Retirement Date may elect one of the following Forms of Retirement
Income payment:
(a) Spouse Option. A Spouse Option provides for a monthly payment
during the Participant's life. After the Participant's death a
percentage of the Participant's Retirement Income will be paid for
life to the Participant's spouse. The percentage to be paid to the
Participant's spouse will be 50%, 66 2/3% or 100% as elected by
the Participant. The monthly payment under the Spouse Option will
be equal to the Actuarial Equivalent of the amount payable under
the Life Annuity form.
(b) Life Annuity. The Life Annuity form provides for a monthly payment
during the Participant's life, with the last payment being made
for the month in which the Participant's death occurs.
(c) Lump Sum Payment of Old Plan Account Option. The Lump Sum Payment
of Old Plan Account Option provides for a lump sum payment of the
Participant's Old Plan Account as of the Participant's Retirement
Date. The Participant's Accrued Benefit Attributable to Company
Contributions is paid in a Life Annuity or Spouse
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Option form as elected by the Participant. This form of payment is
available to a Participant only one time, at the earlier of his
or her retirement or Termination of Employment.
(d) For purposes of this article, "spouse" means the legal spouse of
the Participant on the date benefit payments commence.
5.8 Reemployment After Retirement
In order to retire, a Participant must have a Termination of
Employment. Effective January 1, 1992, if a Retired Participant is
rehired by the Company, his or her Retirement Income will not be
suspended. The Retired Participant may earn additional benefits as
provided in Article 4. Any benefit attributable to service during the
Participant's reemployment will be added to the Participant's
Retirement Income and will be payable upon the earlier of the
Participant's subsequent retirement or the Participant's required
beginning date described in 5.9 (c).
If the Participant dies during such period of reemployment, any death
benefits attributable to service during the Participant's reemployment
will be determined in accordance with Article 8. Any death benefit
attributable to service before the Retired Participant's reemployment
will be determined in accordance with the provisions of the applicable
Form of Retirement Income elected at his or her original retirement.
5.9 Commencement of Benefits
(a) Retirement Income payments will begin on the later of the
Retirement Date elected by the Participant or the first day of the
month following the date on which the Participant applies for a
retirement benefit.
(b) Unless a Participant elects otherwise, Retirement Income payments
will begin not later than the 60th day after the end of the Plan
Year in which:
(1) the Participant's Normal Retirement Age, or
(2) the Participant's Termination of Employment occurs, whichever
is later.
(c) The required beginning date described in this paragraph (c) will
apply regardless of any election made by the Participant.
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(1) Except as provided by subparagraphs (2), (3) and (4) below,
Retirement Income payments will begin not later than April 1 of
the calendar year following the calendar year in which the
Participant attains age 70 1/2 whether or not such Participant's
employment has terminated.
(2) A Participant who attained age 70 1/2 in 1988, who is not a 5%
owner, and who has not retired by January 1, 1989, will be treated
as having retired on January 1, 1989. Retirement Income payments
will begin not later than April 1, 1990 for such Participants.
(3) Retirement Income payments for a Participant who attained age
70 1/2 before January 1, 1988, and who is not a 5% owner will
begin not later than April 1 of the calendar year following the
later of (A) the calendar year in which the Participant attained
age 70 1/2, or (B) the calendar year in which the Participant
retires.
(4) Retirement Income payments for a Participant who attained age
70 1/2 before January 1, 1988, and who is a 5% owner will begin
not later than April 1 of the calendar year following the later
of (A) the calendar year in which the Participant attained age
70 1/2, or (B) the earlier of (i) the calendar year within which
ends the Plan Year in which the Participant becomes a 5% owner,
or (ii) the calendar year in which the Participant retires.
(5) A Participant is treated as a 5% owner for purposes of this
paragraph (c), if such Participant is a 5% owner as defined in
Code Section 416(i) at any time during the Plan Year ending within
the calendar year in which such owner attains age 66 1/2 or any
subsequent Plan Year. Once a Participant is described in this
subparagraph, distributions will continue to such Participant even
if such Participant ceases to own more than 5% of the Company in a
subsequent year.
(6) If a Participant receives payments under this paragraph (c), such
payments will be determined as if the Participant's Late
Retirement Date were the date by which Retirement Income payments
must be made under this paragraph (c). If the Participant
continues to earn additional Accrued Benefits after this date, his
or her Monthly Retirement Income will be redetermined on each
January 1 following the date benefit payments commence. This
redetermined benefit will be payable under the
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Form of Retirement Income elected as of the Late Retirement
Date in accordance with 5.7.
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Article 6
Termination and Vesting
6.1 Vesting
A Participant's vested Accrued Benefit will be equal to the sum of (a)
and (b) below:
(a) The Participant's Accrued Benefit Attributable to the Old Plan
Account determined in accordance with 4.2.
(b) Effective January 1, 1989, the Participant's Accrued Benefit
Attributable to Company Contributions determined in accordance
with multiplied by the vested percentage shown in the following
table:
Years of Service Vested Percentage
Less than 5 0%
5 or more 100%
In addition, an Employee's Accrued Benefit will be 100% vested on and
after his or her Normal Retirement Age. A Participant will receive
vesting credit for Military Service to the extent required by the
Military Selective Service Act (or any prior or subsequent
corresponding law).
6.2 Termination Benefit
(a) A Terminated Vested Participant will have the option of:
(1) withdrawing his or her Old Plan Account, in which event the
Participant would be entitled to his or her vested Accrued
Benefit Attributable to Company Contributions commencing on
Normal or Early Retirement Date, or
(2) leaving his or her Old Plan Account in the Plan, in which
event the Participant would be entitled to his or her vested
Accrued Benefit commencing on Normal or Early Retirement Date.
(b) The monthly amount of Retirement Income payable to a Terminated
Vested Participant who retires on his or her Normal Retirement
Date will be equal to the vested Accrued Benefit (or, if the Old
Plan Account has been withdrawn, the vested Accrued Benefit
Attributable to Company Contributions) earned to the date of
Termination of Employment. This Retirement Income will be subject
to adjustment depending on the Form of Retirement Income elected
in accordance with 5.7.
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(c) The monthly amount of Retirement Income payable to a Terminated
Vested Participant who retires on an Early Retirement Date will be
equal to the Accrued Benefit (or, if the Old Plan Account has been
withdrawn, the vested Accrued Benefit Attributable to Company
Contributions) earned to the date of Termination of Employment
adjusted in accordance with 5.3 for the date benefit payments
commence and the Form of Payment elected.
(d) Except as provided in 13.8, the Old Plan Account of a Participant
will not be distributed pursuant to this 6.2 unless the
Participant elects such distribution and the spouse of the
Participant consents to the distribution not more than 90 days
prior to the date of such distribution. The spouse's consent must
acknowledge the effect of the election and must be witnessed by a
plan representative or notary public. The requirement for spouse's
consent will be waived if the Participant establishes to the
satisfaction of the Committee that such consent cannot be obtained
because there is no spouse, the spouse cannot be located or
because of such other circumstances as the Secretary of the
Treasury may by regulations prescribe.
6.3 Reemployment After Termination of Employment
(a) If a Terminated Vested Participant is subsequently reinstated as
an Active Participant, his or her Retirement Income will be based
on the Participant's Accrued Benefit under the provisions of the
Plan in effect as of his or her subsequent termination or
retirement except that it may not be less than the Participant's
Accrued Benefit as of the prior termination.
(b) If a Nonvested Former Participant is subsequently reinstated as an
Active Participant before the number of consecutive one year
Breaks in Service equals or exceeds five, the appropriate Years of
Service and Accrued Benefit will be reinstated. The Accrued
Benefit for service prior to such Termination of Employment will
be based on the provisions of the Plan in effect as of his or her
subsequent termination or retirement except that it may not be
less than the Participant's Accrued Benefit as of the prior
termination.
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Article 7
Disability Benefits
7.1 Determination of Disability
A Participant has a total and permanent disability if:
(a) the Participant is no longer capable of performing the duties
assigned to him or her by the Company due to physical or mental
disability,
(b) the Participant is entitled to disability retirement income
payments under Title II of the Federal Social Security Act, and
(c) the Participant is eligible for disability benefits under the
Company's Long Term Disability Plan.
It will be the responsibility of the Participant to submit proof
of disability satisfactory to the Committee.
7.2 Eligibility for Disability Benefits
Effective January 1, 1989, a Disabled Participant or former Disabled
Participant may retire on a Disability Retirement Date if the
Participant has completed five Years of Service. A Disabled Participant
who has four or more Years of Service may be credited with one
additional Year of Service in the year he or she becomes disabled or in
the following year. For this purpose, one month of total and permanent
disability will be deemed to equal 190 Hours of Service.
7.3 Disability Retirement Date
If the Participant's total and permanent disability continues until the
Participant's Normal Retirement Date, the Participant's Disability
Retirement Date shall be the Normal Retirement Date. If a Disabled
Participant's total and permanent disability ends before the Normal
Retirement Date, the Participant may retire on an Early, Normal, or
Late Retirement Date, whichever applies, and such date will be his or
her Disability Retirement Date.
7.4 Disability Retirement Income
A Disabled Participant will be entitled to a monthly Disability
Retirement Income beginning on his or her Disability Retirement Date.
The amount will be equal to the Accrued Benefit earned to the
Disability Retirement Date adjusted under 5.3 to reflect the date
benefit payments commence. Disability Retirement Income will also be
subject
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to adjustment depending on the Form of Retirement Income elected in
accordance with 5.7. In calculating the Accrued Benefit for purposes of
this Article 7:
(a) Final Average Earnings will be the Final Average Earnings as of
the earlier of the date of total and permanent disability or
December 31, 1991.
(b) For Plan Years beginning on or after January 1, 1992, and before
the earlier of the Participant's Normal Retirement Date or the end
of the Participant's total and permanent disability, Earnings for
each Plan Year will be the (annualized) Earnings in the Plan Year
of the date of initial total and permanent disability. However, a
Disabled Participant who is credited with the additional Year of
Service under 7.2 will not be credited with Earnings for more than
one Plan Year as a Disabled Participant.
(c) A Disabled Participant will be deemed to earn Credited Service for
the months before January 1, 1992, during which he or she is a
Disabled Participant, provided that no Participant will be deemed
to earn more than one month of Credited Service during any month.
However, a Disabled Participant who is credited with the
additional Year of Service under 7.2 will not be credited with
more than one twelve month period of Credited Service as a
Disabled Participant.
(d) Effective January 1, 1989, a Disabled Participant will be deemed
to meet the 1,000 Hours of Service requirement in each Plan Year
in which he or she is a Disabled Participant to accrue a benefit
under 4.1. However, a Disabled Participant who is credited with
the additional Year of Service under 7.2 will not be credited with
more than one extra Year of Service as a Disabled Participant.
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Article 8
Death Benefits
8.1 Pre-Retirement Death Benefit
(a) Death After Eligibility for Retirement
If a Participant (other than a Retired Participant) dies on or
after the earliest date on which he or she could retire in accordance
with Article 3, his or her Eligible Spouse, if any, will receive a
monthly benefit equal to the amount the Eligible Spouse would have been
entitled to if the Participant had elected the 50% Spouse Option and
retired on the first day of the month coinciding with or following the
date of death. This benefit will be payable monthly to the Eligible
Spouse beginning on the first day of the month coinciding with or next
following the Participant's death and will continue until the death of
the Eligible Spouse.
(b) Death Before Eligibility for Retirement
If a Participant who has a vested interest in his or her Accrued
Benefit dies prior to the earliest date on which the Participant could
retire in accordance with Article 3, his or her Eligible Spouse, if
any, will receive a monthly benefit equal to the amount the Eligible
Spouse would have been entitled to if the Participant had:
(1) terminated employment on his or her date of death (if the
Participant was an Employee on the date of death),
(2) survived to the earliest date on which he or she could retire
in accordance with Article 3 (the "Earliest Retirement Date"),
(3) elected the 50% Spouse Option and retired on such Earliest
Retirement Date, and
(4) died immediately after retiring.
This benefit will be payable monthly to the Eligible Spouse beginning
on the Participant's Earliest Retirement Date and will continue until
the death of the Eligible Spouse.
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(c) Alternate Death Benefit For Active Participants
In lieu of the benefit described in paragraph (a) or paragraph
(b), the Eligible Spouse of an Active Participant who has
completed ten Years of Service and who dies after attaining age 55
will receive the greater of:
(1) 25% of the Participant's Earnings on the date of death, where
the 25% factor is reduced by 1/2 of 1% for each year the
Participant's age exceeds the age of his or her spouse; or
(2) the benefit that would have been paid had the Participant
retired on the date of death and elected an immediate 100%
Spouse Option;
provided that this benefit will not be paid unless it is greater
than the Actuarial Equivalent of the benefit under (a) or (b),
whichever is applicable.
(d) Alternate Death Benefit For Old Plan Accounts
In lieu of the benefit described in (a) or (b), the Eligible
Spouse of a Participant who has an Old Plan Account may elect to
receive payment of the Old Plan Account as a lump sum payment as
soon a practicable after the Participant's death. The
Participant's Accrued Benefit Attributable to Company
Contributions will be paid in accordance with (a) or (b),
whichever applies.
(e) Benefits under this 8.1 will be paid as soon as practicable after
the Participant's death except that the Eligible Spouse may elect
to defer commencement of the benefit described in (a), (b), or (c)
until any date which is before the Participant's Normal Retirement
Date. An Eligible Spouse who makes an election under (d) may not
defer receipt of the Old Plan Account.
(f) The benefit under (a) or (b) will apply to Terminated Vested
Participants even if their Termination of Employment occurred
prior to the effective date of these paragraphs.
8.2 Post-Retirement Death Benefit
Death Benefits for a Retired Participant will be determined in
accordance with the provisions of the applicable Form of Retirement
Income elected.
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8.3 Return of Old Plan Account
Upon the death of the Participant or, if later, the death of the
Eligible Spouse entitled to payments under 8.1 or 8.2, the
Participant's remaining Old Plan Account, if any, will be paid to the
Participant's Beneficiary. For purposes of this 8.3, the Participant's
remaining Old Plan Account will be equal to the excess, if any, of:
(a) the Participant's Old Plan Account as of his or her date of death
or, if earlier, Retirement Date over
(b) the sum of all amounts previously paid from the Trust Fund on such
Participant's behalf.
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Article 9
Financing The Plan
9.1 Company Contributions
(a) The Company expects to make the contributions necessary to provide
the benefits of the Plan. Such contributions will not be less than
the amount necessary to meet the minimum funding standards of
ERISA.
(b) All contributions will be deposited in the Trust Fund and will be
disbursed in accordance with the provisions of the Plan and the
Trust Agreement. All benefit payments under the Plan will be paid
from the Trust Fund. No person will have any interest in, or right
to, any part of the assets of the Plan except as expressly
provided in the Plan.
(c) Gains arising from experience under the Plan will not serve to
increase the benefits otherwise due any Participant, but will be
used to reduce future Company contributions.
9.2 Return of Company Contributions
(a) Except as provided below and in 10.2, the assets of the Plan will never
inure to the benefit of the Company and will be held for the exclusive
purposes of providing benefits to Participants of the Plan and their
Beneficiaries and defraying reasonable expenses of administering the
Plan.
(b) If a contribution is made by the Company by a mistake of fact, such
contribution will be returned to the Company provided this is done
within one year after the payment of such contribution.
(c) Contributions are conditioned upon their current deductibility under
Code Section 404. If a contribution deduction is disallowed, to the
extent the deduction is disallowed, such contribution will be returned
to the Company within one year after the disallowance.
9.3 Employee Contributions
The Company pays the entire cost of the Plan. No employee contributions
or rollovers are required or permitted.
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Article 10
Financing The Plan
10.1 Termination of Plan
The Company expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part.
10.2 Procedures Upon Termination of Plan
Upon termination of the Plan, the following provisions will apply:
(a) Upon complete termination of the Plan, the Accrued Benefit of each
Active or Inactive Participant will become fully vested and
nonforfeitable (to the extent funded). No additional Employees
will become Participants.
Upon partial termination of Plan, the Accrued Benefit of each
Active or Inactive Participant who is affected by such partial
termination will become fully vested and nonforfeitable (to the
extent funded).
(b) The assets of the Plan available to provide benefits will be
allocated among Participants and their Beneficiaries in the manner
and order prescribed by ERISA Section 4044.
If any assets of the Plan remain after all liabilities of the Plan
to Participants and their Beneficiaries have been satisfied or
provided for, any residual assets will be paid to the Company,
provided such payment does not contravene any provision of law.
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Article 11
Top-Heavy Provisions
11.1 Top-Heavy Plan
Notwithstanding any other provision of this Plan to the contrary, this
article will apply if the Plan is a Top-Heavy Plan. The Plan will be a
Top-Heavy Plan if, as of the Determination Date, the present value of
the cumulative accrued benefits of Key Employees exceeds sixty percent
of the present value of the cumulative accrued benefits under the Plan
of all Participants and Beneficiaries (but excluding the value of the
accrued benefits of former Key Employees and individuals who have not
performed any services for the Company during the five year period
ending on the Determination Date). This percentage will be computed in
accordance with Code Section 416(g).
In determining whether this Plan is a Top-Heavy Plan, all employers
that are aggregated under Code Sections 414(b), (c) and (m) will be
treated as a single employer. In addition, all plans that are part of
the Aggregation Group will be treated as a single plan. In determining
present values, mortality will be based on the 1984 Unisex Pension
Mortality Table and the interest rate utilized will be five percent.
11.2 Definition of Terms
For purposes of this article only, the following terms will have the
following meanings:
(a) "Aggregation Group" means the Required Aggregation Group or, at
the election of the Company, the Permissive Aggregation Group.
(b) "Average Compensation" means the Participant's Compensation
averaged over the five consecutive Plan Years in which the
Participant earned a Year of Service (if such Year of Service is
not disregarded pursuant to 11.4) and in which the Participant's
aggregate Compensation was the greatest. If the Participant
received Compensation in fewer than five such Plan Years, his or
her Compensation will be averaged over such lesser number of Plan
Years.
(c) "Compensation" for purposes of this article and 13.9 only means a
Participant's wages from the Company within the meaning of Code
Section 3401(a), and all other payments of compensation to the
Participant by the Company (in the course of the Company's trade
or
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business), for which the Company is required to furnish a written
statement to the Participant under Code Sections 6041(d) and
6051(a)(3) (IRS Form W-2 - wages, tips and other compensation).
Compensation will also be limited by the $200,000 and $150,000
limits as described in 1.14
(d) "Determination Date" means the last day of the preceding Plan
Year. This date will also be the valuation date for determining
present values.
(e) "Key Employee" means an Employee, a former Employee, or the
Beneficiary of a former Employee who, in the Plan Year containing
the Determination Date, or any of the four preceding Plan Years,
is:
(1) An officer of the Company having an annual compensation from
the Company greater than 50 percent of the amount in effect
under Code Section 415(b)(1)(A) for the calendar year in which
any such Plan Year ends. Not more than fifty Employees (or, if
fewer, the greater of three Employees or ten percent of the
Employees not excluded under Code Section 414(q)(8)),
including those Employees included under paragraphs (2), (3)
and (4) below, will be considered as officers for purposes of
this subparagraph.
(2) One of the ten Employees having an annual Compensation from
the Company greater than the amount in effect under Code
Section 415(c)(1)(A) for the calendar year in which any such
Plan Year ends and owning (or considered as owning within the
meaning of Code Section 318) both more than a one-half percent
interest and the largest interests in the Company.
(3) A five-percent owner of the Company.
(4) A one-percent owner of the Company having an annual
Compensation from the Company of more than $150,000 for a Plan
Year.
Whether an Employee is a five-percent owner or a one-percent owner
will be determined in accordance with Code Section 416(i).
Neither the aggregation rules nor the rules under Code Sections
414(b), (c) and (m) will apply in determining whether an Employee
is a five-percent owner or a one-percent owner.
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(f) "Non-key Employee" means an Employee (and any Beneficiary of an
Employee) who is not a Key Employee.
(g) "Permissive Aggregation Group" means the Required Aggregation
Group of plans plus any other plan or plans of the Company which,
when considered as a group with the Required Aggregation Group,
would continue to satisfy the requirements of Code Sections
401(a)(4) and 410.
(h) "Required Aggregation Group" means:
(1) Each stock bonus, pension, or profit sharing plan of the
Company in which a Key Employee participates in the Plan Year
containing the Determination Date or any of the four preceding
Plan Years which is intended to qualify under Code Section
401(a); and
(2) Each other such stock bonus, pension or profit sharing plan of
an employer which enables any plan in which a Key Employee
participates to meet the requirements of Code Sections
401(a)(4) or 410.
(i) "Top-Heavy Group" means the Aggregation Group if the sum of (1)
and (2) below exceeds sixty percent of a similar sum determined
for all Employees (excluding former Key Employees and individuals
who have not performed any services for the Company during the
five year period ending on the Determination Date):
(1) The present value of the cumulative accrued benefit for Key
Employees under all defined benefit plans included in such
group.
(2) The aggregate of the accounts of Key Employees under all
defined contribution plans included in such group.
In a Top-Heavy Group, all plans in the Required Aggregation Group
are Top-Heavy regardless of whether or not the individual plans
are Top-Heavy.
11.3 Modification of Vesting Schedule
If the Plan is a Top-Heavy Plan in a Plan Year, a Participant who is
credited with an Hour of Service in such Plan Year will have his or her
Vested Percentage for Accrued Benefit Attributable to Company
Contributions determined in accordance with the following schedule if
it produces a higher Vested Percentage than the schedule in 6.1(b).
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Years of Service Vested Percentage
---------------- -----------------
Less than 2 0%
2 20%
3 40%
4 60%
5 80%
6 or more 100%
A Participant's vested Accrued Benefit Attributable to Company
Contributions will not be less than that determined as of the last day
of the last Plan Year in which the Plan was a Top-Heavy Plan.
If the Plan ceases to be Top-Heavy, each Participant with three or more
Years of Service (determined as of the first day of the Plan Year in
which the Plan ceases to be Top-Heavy) will continue to have his or
her Vested Percentage for Accrued Benefit Attributable to Company
Contributions determined in accordance with this 11.3.
11.4 Minimum Benefit
If the Plan is Top-Heavy in a Plan Year, the Accrued Benefit as of the
last day of such Plan Year for any Participant who is not a Key
Employee, but who is employed or on an Authorized Period of Absence in
such Plan Year, will not be less than the Actuarial Equivalent of an
annual benefit payable in the form of a straight life annuity beginning
on the Participant's Normal Retirement Date equal to the lesser of (i)
two percent of the Participant's Average Compensation multiplied by
Years of Service or (ii) twenty percent of the Participant's Average
Compensation. For purposes of this 11.4, any Year of Service will be
disregarded if:
(1) the Plan was not a Top-Heavy Plan for any Plan Year ending
during such Year of Service, or
(2) such Year of Service ended in a Plan Year beginning before
January 1, 1984.
A Participant's Accrued Benefit as of any subsequent date will not be
less than that determined as of the last day of the Plan Year in which
the Plan was a Top-Heavy Plan.
11.5 Modification of Maximum Benefit
If the Plan is a Top-Heavy Plan in a Plan Year, 13.9(i)(1)(b) and
13.9(i)(2)(b) will be amended for such Plan Year by substitution of
"100%" for "125%" where such percentage appears therein.
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Article 12
Administration of the Plan
12.1 Administration
(a) The Retirement Committee ("Committee") will consist of three or
more individuals who will be appointed by the Board of Directors
of the Company. The Committee will serve as Plan Administrator and
as the named fiduciary pursuant to ERISA. The Committee will have
complete control of the administration of the Plan, subject to the
provisions hereof, with all powers necessary to enable it to carry
out its duties properly in that respect. Not in limitation, but in
amplification of the foregoing, it will have the power to
interpret the Plan and to determine all questions that may arise
hereunder, including all questions relating to the eligibility of
Employees to participate in the Plan and the amount of benefit to
which any Participant or Beneficiary may become entitled. Its
decisions upon all matters within the scope of its authority will
be final.
(b) The Committee will establish rules and procedures to be followed
by Participants and Beneficiaries in filing applications for
benefits, in furnishing and verifying proofs necessary to
determine age or marital status, and in any other matters required
to administer the Plan.
(c) The Committee will receive all applications for benefits and will
determine all facts necessary to establish the right of the
applicant to benefits under the provisions of the Plan and the
amount thereof.
(d) The Committee will maintain accounts showing the fiscal
transactions of the Plan, and will keep data required for the
valuation of the assets and liabilities of the Plan. The Committee
will also prepare an annual report showing in reasonable detail
the assets and liabilities of the Plan and giving a brief account
of the operation of the Plan for each year. The Committee will
make the annual report available to each Participant as required
by law.
(e) The Committee will appoint an enrolled actuary to make actuarial
valuations of the liabilities of the Plan, to recommend the amount
of contributions to be made by the Company and to perform such
other services as the Committee will deem necessary or desirable
in connection with the administration of the Plan. The Committee
may also appoint such accountants, counsel, consultants and other
persons the
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Committee deems necessary or desirable in connection with the
administration of the Plan.
(f) The Committee will have the power to appoint or remove any
Investment Manager or Managers and to manage (including the power
to acquire and dispose of) any assets of the Plan.
(g) The Committee will have the power to appoint or remove the
Trustee.
(h) The Committee will be entitled to rely upon all tables,
valuations, certificates and reports furnished by the accountant,
consultant, administrator or actuary appointed by the Committee
and upon all opinions given by any counsel selected or approved by
it.
12.2 Records
All acts and determinations of the Committee and the Company regarding
this Plan will be duly recorded and all such records, together with
such other documents as may be necessary for the administration of the
Plan, will be preserved in the custody of the Committee.
12.3 Payment of Expenses
All expenses that arise in connection with the administration of the
Plan, including, but not limited to, the compensation of any enrolled
actuary, accountant, legal counsel, consultant or other person who will
be employed by the Committee in connection with the administration
thereof, may be paid from the assets of the Plan.
12.4 Delegation of Authority
The administrative duties and responsibilities set forth in 12.1 may be
delegated by the Committee in whatever manner and extent it chooses to
such person or persons as it selects. It will notify the Company and
the Trustee of the authority conferred upon such person or persons.
12.5 Information Available
Any Participant in the Plan or any Beneficiary receiving benefits under
the Plan may examine copies of the Plan description, latest annual
report, any bargaining agreement, the Plan, the Trust Agreement or any
other instrument under which the Plan was established or is operated.
The Committee will maintain all of these items in its office, or in
such other place or places as it may designate from
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time to time for examination during reasonable business hours. Upon the
written request of a Participant or Beneficiary receiving benefits
under the Plan, the Committee will furnish a copy of any item listed in
this 12.5. The Committee may make a reasonable charge to the requesting
person for the copy furnished.
12.6 Claims Procedure
The Committee will adopt procedures for the presentation of claims for
benefits and for the review of the denial of such claims by the
Committee. Detailed information regarding such procedures may be
obtained by writing to the Retirement Committee. The decision of the
Committee upon such review will be final, subject to appeal rights
provided by law.
12.7 Fiduciary Capacity
Any person may serve in more than one fiduciary capacity with respect
to this Plan.
12.8 Committee Liability
The members of the Committee will use ordinary care and diligence in
the performance of their duties, but no member will be personally
liable by virtue of any contract, agreement, or other instrument made
or e xecuted as a member of the Committee, nor for any mistake of
judgment made by him or her or by any other member, nor for any loss
unless resulting from willful misconduct or failure to exercise good
faith. No member of the Committee will be liable for the neglect,
omission, or wrongdoing of any other member or of the agents or
counsel of the Committee. The Company will indemnify each member of the
Committee against, and hold him or her harmless from any and all
expenses and liabilities arising out of any act or omission to act as a
member of the Committee, except such liabilities and expenses as are
due to willful misconduct or failure to exercise good faith.
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Article 13
General Provisions
13.1 Amendment of Plan
(a) The Company may amend the Plan at any time. Such amendments may
include any remedial retroactive changes to comply with the
requirements of any law or regulation issued by any governmental
agency to which the Company is subject. No amendment will diminish
or adversely affect any accrued interest or benefit of
Participants or their Beneficiaries, except as may be required to
comply with the requirements of any law or regulation issued by
any governmental agency to which the Company is subject.
(b) If any amendment to the Plan changes the vesting schedule, each
Participant who is an Employee with at least three Years of
Service may elect to remain under the vesting schedule of the Plan
prior to such amendment. If the Participant does not make the
election within a reasonable time (as may be determined pursuant
to governmental regulations from time to time), such Participant
will be subject to the vesting schedule under the Plan as amended.
In no event will the vesting percentage of the Participant's
Accrued Benefit be reduced below the percentage attained by the
Participant prior to such amendment.
(c) In no event will a Participant who terminates or retires on or
after the date any amendment to the Plan is effective receive less
than his or her vested percentage multiplied by the Accrued
Benefit prior to such date. This amount will be adjusted for the
date of retirement and form of payment on the basis in effect
prior to such amendment.
(d) If any amendment to the Plan eliminates an optional form of
payment, a Participant may continue to elect such form of payment
with respect to any Accrued Benefit earned prior to the effective
date of such amendment.
13.2 Employment Status
Nothing contained in the Plan will be deemed to give any Employee the
right to be retained in the employ of the Company or to interfere with
the rights of the Company to discharge any Employee at any time.
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13.3 Mergers or Consolidations
If this Plan merges or consolidates with, or transfers its assets or
liabilities to any other qualified plan of deferred compensation, no
Participant will, as a result of such merger, consolidation or
transfer, be entitled to a benefit on the day following such event
which is less than the benefit to which he or she is entitled on the
day preceding such event. For purposes of this 13.3, the benefit to
which a Participant is entitled will be calculated based upon the
assumption that a Plan termination and distribution of assets occurred
on the day as of which the Participant's entitlement is being
determined.
13.4 Provision Against Anticipation
No benefit under the Plan will be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge or other legal process, and any attempt to do so
will be void. The preceding sentence will not apply to a qualified
domestic relations order pursuant to Code Section 414(p).
13.5 Facility of Payment
If any Participant or Beneficiary is physically or mentally incapable
of giving a valid receipt for any payment due him and no legal
representative has been appointed for such Participant or Beneficiary,
the Committee may direct the Trustee to make such payment to any person
or institution maintaining such Participant or Beneficiary and the
release of such person or institution will be a valid and complete
discharge for such payment. Any final payment or distribution to any
Participant, the legal representative of the Participant, or to any
Beneficiaries of such Participant in accordance with the provisions
herein will be in full satisfaction of all claims against the Plan, the
Committee, the Trustee and the Company arising under or by virtue of
the Plan.
13.6 Construction
The validity of the Plan or any of its provisions will be determined
under and will be construed according to federal law and, to the extent
permissible, according to the laws of the State of Washington. If any
provision of the Plan is held illegal or invalid for any reason, such
determination will not affect the remaining provisions of the Plan and
the Plan will be construed and enforced as if said illegal or invalid
provision had never been included.
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13.7 Legal Actions
The Committee will be the necessary party to any action or proceeding
involving the assets held with respect to the Plan or the
administration thereof. No Employee, Participant, former Participant or
their Beneficiaries, or any other person having or claiming to have an
interest in the Plan will be entitled to any notice or process. Any
final judgment that may be entered in any such action or proceeding
will be binding and conclusive on all persons having or claiming to
have any interest in the Plan.
13.8 Payment of Small Benefits
Effective January 1, 1989, if a Participant terminates employment,
dies, or retires and the Actuarial Equivalent value of any benefit
payable under the Plan to such Participant or his or her Beneficiary
does not exceed $3,500, the Committee will pay the Actuarial Equivalent
value of such benefit to the Participant or Beneficiary in a lump sum.
This payment must be made before the first day of the first period for
which an amount is payable as an annuity unless the Participant and the
Participant's spouse, if any, give written consent. If a lump sum
payment is made, no other benefit under the Plan will be due to the
Participant or Beneficiary unless the Participant repays such amount
with interest at the rate of five percent per year. Such repayment must
be made prior to the earlier of:
(1) the fifth anniversary of the Participant's reemployment date, or
(2) the date the Participant incurs five consecutive one year Breaks
in Service.
If the Participant's Vested Percentage is zero, the Participant will be
deemed to have received a distribution of the Vested Percentage of his
or her Accrued Benefit and to have forfeited the nonvested percentage
of his or her Accrued Benefit. The deemed distribution will be deemed
repaid if the former Participant is reemployed by the Company before
the date the former Participant incurs five consecutive one-year Breaks
in Service. If repayment is made, the Accrued Benefit which the
Participant had earned prior to the date he or she terminated
employment will be reinstated pursuant to 6.3.
If the Actuarial Equivalent value of the Participant's benefit at the
time of a distribution exceeds $3,500, then such value at any
subsequent time will be deemed to exceed $3,500.
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13.9 Maximum Retirement Benefit
(a) For purposes of this 13.9 only, the following definitions will
apply:
(1) "Annual Benefit" means a retirement benefit payable annually
in the form of a straight life annuity. A benefit payable in
a form other than a straight life annuity will be adjusted to
be the Actuarial Equivalent of a straight life annuity before
applying the limitations of this 13.9. However, no actuarial
adjustment will be made for the value of a qualified joint
and survivor annuity or the value of benefits that are not
directly related to retirement benefits.
(2) "Compensation" has the meaning defined in 11.2(c).
(3) "Limitation Year" means a Plan Year.
(4) "Social Security Retirement Age" means the age used as the
retirement age for a Participant under Section 216(l) of the
Social Security Act except that such section will be applied
without regard to the age increase factor, and as if the
early retirement age under Section 216(l)(2) of such Act were
62.
(b) The Annual Benefit of a Participant may not at any time within a
Limitation Year exceed the lesser of (1) or (2) below:
(1) $98,064 for 1989. Each January 1 this $98,064 limitation will
automatically be adjusted to the new dollar limitation
prescribed by the Secretary of the Treasury for that calendar
year. The new limitation will apply to Limitation Years
ending within the calendar year of the date of adjustment.
(2) 100% of the annual average of the Participant's Compensation
from the Company for the three consecutive Limitation Years
(or all Limitation Years, if fewer than three), which give
the highest average.
(c) If the Annual Benefit payable to a Participant under this Plan and
all other defined benefit plans of the Company does not exceed
$10,000 and the Company has not maintained a defined contribution
plan in which the Participant participated, the maximum otherwise
imposed by this 13.9 will not apply.
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(d) Service or participation less than ten years
(1) If a Participant has completed less than ten years of
participation in the Plan the limit otherwise imposed by
13.9(b)(1) will be multiplied by the ratio of the
Participant's years (or part thereof) of participation in the
Plan to ten. This ratio will not be less than one-tenth.
(2) If a Participant has completed less than ten Years of
Service, the limits otherwise imposed by 13.9(b)(2) and
13.9(c) will be multiplied by the ratio of the Participant's
Years of Service (or part thereof) to ten. This ratio will
not be less than one-tenth.
(3) To the extent provided by the Secretary of the Treasury, this
13.9(d) will be applied separately with respect to each
change in the benefit structure of the Plan.
(e) If a Participant's benefit payments are to commence before the
Participant's Social Security Retirement Age, the maximum benefit
amount will be reduced as follows:
(1) If the Participant's benefit payments are to commence at or
after age 62 and the Participant's Social Security Retirement
age is 65, the amount described in 13.9(b)(1) will be reduced
by five-ninths of one percent for each month by which
benefits commence before the month in which the Participant
attains age 65 or,
(2) If the Participant's benefit payments are to commence at or
after age 62 and the Participant's Social Security Retirement
age is greater than 65, the amount described in 13.9(b)(1)
will be reduced by five-ninths of one percent for each of the
first 36 months and five twelfths of one percent for each of
the additional months (up to 24) by which benefits commence
before the month in which the participant attains Social
Security Retirement Age.
(3) If the Participant's benefit payments are to commence prior
to the month in which the Participant attains age 62, the
maximum benefit amount described in 13.9(b)(1) will reduced
to the Actuarial Equivalent of the limit at age 62 determined
pursuant to 13.9(e)(1) or 13.9(e)(2). For purposes of this
13.9(e) and 13.9(f) only, actuarial
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equivalence will be computed using an interest rate of 5% and
the 1984 Unisex Pension Mortality Table.
(f) If a Participant's benefit payments are to commence after the
Participant's Social Security Retirement Age, the maximum benefit
amount described in 13.9(b)(1) will be actuarially increased.
(g) If the Accrued Benefit of any Participant as of the close of the
last Limitation Year beginning before January 1, 1987 exceeds the
benefit limitations under Code Section 415(b) then, for purposes
of Code Section 415(b) and (e) such Participant's defined benefit
dollar limitation under Code Section 415(b)(1) will be equal to
his or her Accrued Benefit, determined as of such date as if the
Participant had separated from service on that date. For purposes
of this paragraph, any changes in the terms and conditions of the
Plan or cost of living adjustments occurring after May 5, 1986
will be disregarded.
(h) All defined benefit plans of the Company, terminated or not, will
be considered as one plan for purposes of the limitations
specified under this 13.9, and all entities of a controlled group
of entities will be considered as one employer.
(i) In any case in which a person is a Participant in both a defined
benefit plan and a defined contribution plan maintained by the
Company or any Affiliate or Subsidiary of the Company, the sum of
(1) and (2) below for any Limitation Year may not exceed 1.0:
(1) The defined benefit plan fraction for such Limitation Year is
equal to the quotient of (A) divided by (B) below:
(A) The Annual Benefit of the Participant under the Plan and
all other defined benefit plans (determined as of the
close of such Limitation Year).
(B) The lesser of 125% of the amount described in 13.9(b)(1)
and 140% of the amount described in 13.9(b)(2).
If the Employee was a participant in one or more defined
benefit plans maintained by the Company, or any Affiliate or
Subsidiary of the Company, which were in existence on May 5,
1986, the amount calculated in (B) will not be less than 125%
of the Employee's accrued benefit under such
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49
defined benefit plans as of December 31, 1986, determined
without regard to any change in the terms or conditions of
the plan made after May 5, 1986, and without regard to any
cost of living adjustment occurring after May 5, 1986. The
preceding sentence only applies if the defined benefit plans
individually and in the aggregate satisfied the requirement
of Code Section 415 as in effect on December 31, 1986.
(2) The defined contribution plan fraction for such Limitation
Year is equal to the quotient of (A) divided by (B) below:
(A) The aggregate of the annual additions to the
Participant's account under said defined contribution
plan as of the close of such Limitation Year.
(B) The lesser of 125% of the maximum annual additions to
such account for all Years of Service with the Company,
or 1.4 multiplied by 25% of the Participant's
Compensation for all Years of Service with the Company.
If the Plan satisfied the applicable requirements of Code
Section 415 as in effect for the last Plan Year beginning
before January 1, 1987, an amount will be subtracted from the
amount calculated in (A) (but not reducing the amount in (A)
to less than zero) so that the sum of the defined benefit
fraction and defined contribution fraction computed under
Code Section 415(e)(1) does not exceed 1.0 for such Plan Year
(determined as if the changes to Code Section 415 made by the
Tax Reform Act of 1986 and any technical corrections to such
act were in effect for such Plan Year).
(3) If the sum of (1) and (2) exceeds 1.0, the Annual Benefit
under this Plan will be limited to such amount as will reduce
such sum to 1.0.
13.10 Additional Benefit Limits for Highly Compensated Employees
(a) For purposes of this 13.10 only, the following definitions will
apply:
(1) "Benefit" means benefits under the Plan and includes any
loans in excess of the amounts set forth in Code Section
72(p)(2)(A), any annual periodic income, any withdrawal
values payable to
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a living Employee and any death benefits not provided by
insurance on the Employee's life.
(2) "Current Liabilities" is defined in Code Section 412(l)(7)
provided that the Company may elect to use the value of
current liabilities as reported on Schedule B of the Plan's
most recent timely filed Form 5500 or Form 5500 C/R.
Alternatively, the Company may determine current liabilities
as of a later date.
(3) "Highly Compensated Employee" means:
(A) Any Employee who performs services for the Controlled
Group during the determination year and who, during the
look-back year:
(i) received Total Earnings in excess of $75,000 (as
adjusted by the Secretary of the Treasury for the
relevant year),
(ii) received Total Earnings in excess of $50,000 (as
adjusted by the Secretary of the Treasury for the
relevant year) and was a member of the top-paid
group for such year, or
(iii) was an officer (within the meaning of Code Section
416(i)) of the Controlled Group and received Total
Earnings during such year that were greater than
50% of the dollar limitation in effect under Code
Section 415(b)(1)(A).
(B) Any Employee who is both (i) described in 12.10(a)(3)(A)
if the term "determination year" is substituted for the
term "look-back year" and (ii) is one of the 100
Employees who received the most Total Earnings from the
Controlled Group during the determination year.
(C) Any Employee who is a 5% owner (as defined in Code
Section 416(i)(1)(A)(iii)) of the Company at any time
during the look-back year or the determination year.
(D) If no officer has satisfied the compensation requirement
of 12.10(a)(3)(A)(iii) during either a determination
year or look- back year, the highest paid officer for
such determination year will be treated as
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a Highly Compensated Eligible Employee if such officer
is an Eligible Employee. No more than 50 Employees (or
if less, the greater of three Employees or 10% of the
Employees) will be treated as officers.
(E) For purposes of this 13.10 the following definitions
apply. The determination year is the Plan Year. The
look-back year is the 12-month period immediately
preceding the determination year. The top-paid group is
the top 20% of Employees ranked on the basis of
compensation received during the year and will be
determined in accordance with Code Section 414(q)(8) and
the regulations thereunder.
(F) An Employee who is a 5% owner or one of the 10 highly
compensated employees in the Controlled Group paid the
greatest amount of Total Earnings during the Plan Year
and such Employee's spouse, lineal ascendants or
descendants and the spouses of such lineal ascendants or
descendants will be treated as a single Employee for
purposes of this 13.10.
(4) "Highly Compensated Former Employee" means any former
Employee who was a Highly Compensated Employee for a
separation year (as defined in Treasury Regulation section
1.414(q)-1T) or for any determination year ending on or
after the Employee attains age 55, as provided by Code
Section 414(q)(9) and the regulations thereunder.
(5) "Restricted Amount" is the excess of the accumulated amount
of distributions to a Restricted Employee over the
accumulated amount of the payments that would have been paid
under:
(A) a straight life annuity that is the actuarial equivalent
of the Restricted Employee's Benefit (other than a
social security supplement), plus
(B) the amount of the payments that the Restricted Employee
is entitled to receive under a social security
supplement.
For this purpose, an "accumulated amount" is the amount
of a payment increased by a reasonable amount of
interest from the date the payment was made (or would
have been made)
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until the date for the determination of the Restricted
Amount.
(6) "Restricted Employee" for any Plan Year means one of the 25
Highly Compensated Employees or Highly Compensated Former
Employees with the greatest compensation.
(b) In the event the Plan is terminated, the Benefit payable to any
Highly Compensated Employee and any Highly Compensated Former
Employee will be limited to a benefit which is nondiscriminatory
under Code Section 401(a)(4).
(c) Prior to Plan termination, the annual payment to a Restricted
Employee under the Plan will be limited to an amount equal to the
annual payment that would have been paid under a straight life
annuity that is the actuarial equivalent to the Restricted
Employee's Benefit (not including any social security supplement)
plus the amount of any social security supplement payments the
Restricted Employee is entitled to receive.
(d) 13.10(c) will not apply if:
(1) after payment of all Benefits to the Restricted Employee, the
value of Plan assets is 110% or more of the value of Current
Liabilities,
(2) the value of Benefits payable to the Restricted Employee is
less than one percent of the value of Current Liabilities, or
(3) the present value of the Benefits payable to the Restricted
Employee is $3,500 or less, or
(4) upon receipt of a distribution from the Plan, the Restricted
Employee deposits in escrow property having a fair market
value equal to at least 125% of the Restricted Amount or,
alternatively, posts a bond or letter of credit in an amount
equal to at least 100% of the Restricted Amount.
13.11 Eligible Rollover Distribution
(a) This 13.11 applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the plan to the contrary
that would otherwise limit a distributee's election under this
13.11, a distributee may elect, at the time and in the manner
prescribed by the plan administrator, to have any portion of an
eligible rollover distribution paid directly to an
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eligible retirement plan specified by the distributee in a direct
rollover.
(b) Definitions.
(1) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include: 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 (or joint life expectancies) of the distributee
and the distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under Code Section
401(a)(9); and the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities).
(2) Eligible retirement plan: 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)
that accepts the distributee's eligible rollover
distribution. However, in the case of an eligible rollover
distribution to the surviving spouse, an eligible retirement
plan is an individual retirement account or individual
retirement annuity.
(3) Distributee: 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 the alternate payee under a
qualified domestic relations order, as defined in Code
Section 414(p), are distributees with regard to the interest
of the spouse or former spouse.
(4) Direct rollover: A direct rollover is a payment by the plan
to the eligible retirement plan specified by the distributee.
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13.12 Procedures with Respect to Domestic Relations Orders
(a) In the event that a domestic relations order is received by the
Plan, the Committee shall promptly notify the affected Participant
and any alternate payee (or such payee's designated
representative) of the receipt of such order and the Plan's
procedures for determining the qualified status of such order
under Code Section 414(p). The Committee shall then, within a
reasonable period after receipt of such order, determine whether
such order is a qualified domestic relations order and notify the
Participant and each alternate payee (or such payee's designated
representative) of its determination. If a Participant or an
alternate payee is dissatisfied with the determination of the
Committee, the Participant may appeal the Committee's decision by
following the Plan procedure for appealing denied claims.
(b) The term "domestic relations order" as used herein means any
judgment, decree, or order (including approval of a property
settlement agreement) which relates to the provision of child
support, alimony payments, or marital property rights to a spouse,
former spouse, child, or other dependent of a Participant, and is
made pursuant to State law. The term "qualified domestic relations
order" means a domestic relations order which assigns to an
alternate payee the right to receive all or a portion of the
benefits payable with respect to a Participant under the Plan, and
meets the following requirements:
(1) A qualified domestic relations order must clearly specify:
(A) Then name and last known mailing address of the
Participant and of each alternate payee,
(B) The amount or percentage of the Participant's benefit to
be paid by the Plan to each alternate payee, or the
manner in which such percentage is to be determined,
(C) The number of payments or period to which such order
applies, and
(D) Each plan of the Company to which it applies.
(2) A qualified domestic relations order may not require the Plan
to provide:
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(A) Increased benefits (on the basis of actuarial value),
(B) Benefits to an alternate payee which are required to be
paid to another alternate payee under another order
previously determined to be a qualified domestic
relations order, or
(C) Any type or form of benefit, or any option, not
otherwise provided under the Plan except that benefits
(to the extent vested) may be paid to an alternate payee
on or after the date which is ten years before the
Participant's Normal Retirement Age without regard to
whether the Participant has terminated employment.
(c) During any period in which the qualified status of a domestic
relations order is being determined, the Committee shall direct
the Trustee to separately account for the amounts (referred to as
"segregated amounts") which would have been payable to the
alternate payee during such period if the order had been
determined to be qualified. If within 18 months the order (or
modification thereof) is determined to be a qualified domestic
relations order, the Committee shall allow payment of such
segregated amounts to the alternate payee. Otherwise, the
segregated amounts shall be paid without regard to the court
order.
Executed this 16th day of December, 1994 at Salt Lake City, Utah.
ZIONS BANCORPORATION
by /s/ Harris H. Simmons
--------------------------------------
President
ATTEST:
/s/ Gary L. Anderson
- --------------------------------------
Secretary
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Appendix I
ZIONS BANCORPORATION
PENSION PLAN
Joint and Survivor Option Factors
An Employee retiring at any age will have the following factors applied to his
or her Accrued Benefit.
Joint & Survivor Option
50% 66 2/3% 100%
----------------------------------------------
Spouse same age as Employee .880 .850 .790
For each year the Spouse is younger than
the Employee subtract -.005 -.006 -.008
For each year the Spouse is older than
the Employee add +.005 +.006 +.008
The maximum adjustment for age differential is limited to 20 years.
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Appendix II
ZIONS BANCORPORATION
PENSION PLAN
Lump Sum Factors
For the purpose of calculating the lump sum equivalent of a
Participant's Accrued Benefit as of any date in a Plan Year commencing
after December 31, 1985, the 1984 Unisex Pension Mortality Table is
used together with the Pension Benefit Guaranty Corporation's interest
rate(s) for valuing benefits under plans terminating on the first day
of such Plan Year; provided that in no event shall such lump sum be
less than the present value as of December 31, 1985 of a Participant's
Accrued Benefit to December 31, 1985 on the basis of the following
actuarial factors.
Actuarial factors used prior to December 31, 1985 for valuing a
deferred annuity of $1 per year commencing at age 65 and payable in
monthly installments:
Age Factor Age Factor
--- ------ --- ------
32 0.6404 49 2.4180
33 0.6920 50 2.6182
34 0.7479 51 2.8357
35 0.8082 52 3.0721
36 0.8735 53 3.3292
37 0.9441 54 3.6090
38 1.0205 55 3.9138
39 1.1031 56 4.2458
40 1.1925 57 4.6080
41 1.2892 58 5.0034
42 1.3939 59 5.4356
43 1.5073 60 5.9088
44 1.6301 61 6.4279
45 1.7632 62 6.9983
46 1.9075 63 7.6261
47 2.0639 64 8.3184
48 2.2337 65 9.0836
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Appendix III
ZIONS BANCORPORATION
PENSION PLAN
Early Retirement Old Plan Account Factors
Age Factor
--- ------
55 .500
56 .533
57 .567
58 .600
59 .633
60 .667
61 .733
62 .800
63 .867
64 .933
65 1.000
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