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Exhibit 10.13
PENSION PLAN FOR
CERTAIN HOURLY BARGAINING UNIT EMPLOYEES OF
R. D. WERNER CO., INC.
(RESTATED EFFECTIVE OCTOBER 1, 1989)
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CONTENTS
Page
PREAMBLE V
ARTICLE I DEFINITIONS
1.01 Accrued Benefit 1
1.02 Adjustment Factor 1
1.03 Annuity Starting Date 1
1.04 Beneficiary 1
1.05 Board 2
1.06 Code 2
1.07 Date of Employment or Reemployment 2
1.08 Disability Retirement Age 3
1.09 Disability Retirement Date 3
1.10 Early Retirement Age 3
1.11 Early Retirement Date 3
1.12 Employee 3
1.13 Employer 3
1.14 ERISA 3
1.15 Hour of Service 3
1.16 Joint and Survivor Annuity 4
1.17 Limitation Year 5
1.18 Normal Pension 5
1.19 Normal Retirement Benefit 5
1.20 Normal Retirement Age 5
1.21 Normal Retirement Date 5
1.22 Participant 5
1.23 Pension Board 5
1.24 Plan 6
1.25 Plan Administrator 6
1.26 Plan Year 6
1.27 Prior Plan 6
1.28 Related Employer 6
1.29 Restatement Date 6
1.30 Service 7
1.31 Severance From Service 8
1.32 Total and Permanent Disability 9
1.33 Trust Agreement and Trust 10
1.34 Trust Fund 10
1.35 Trustee 10
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CONTENTS
(continued)
Page
1.36 Union 10
1.37 Vested Interest 10
1.38 Vesting Service 11
ARTICLE II ELIGIBILITY AND PARTICIPATION
2.01 Participation 13
2.02 Reemployment of a Participant 13
ARTICLE III CONTRIBUTIONS
3.01 Trustee and Trust Agreement 14
3.02 Employer Contributions 14
3.03 Forfeitures 14
3.04 Reversion of Employer Contributions 14
ARTICLE IV BENEFITS
4.01 Normal Retirement Benefit 16
4.02 Postponed Retirement Benefit 17
4.03 Early Retirement Benefit 17
4.04 Termination of Vested Participant 18
4.05 Disability Retirement Benefit 19
4.06 Minimum Benefits 21
4.07 Maximum Benefits 21
4.08 Combined Maximum Limitations 25
4.09 Definition of Compensation for Purposes of 27
Sections 4.07 and 4.08
4.10 Reemployment After Receipt of Benefits 29
ARTICLE V FORM AND PAYMENT OF BENEFITS
5.01 Normal Pension 31
5.02 Joint and Survivor Annuity 31
5.03 Election Not to Receive Normal Pension 31
5.04 Election Not to Receive Joint and Survivor 32
Annuity
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CONTENTS
(continued)
Page
5.05 Payment in Optional Form on Retirement 33
5.06 Pre-retirement Survivor Annuity 35
5.07 Administrative Powers Relating to Payments 37
5.08 No Guaranty of Benefits 38
5.09 Time of Payment 38
5.10 Death Distribution Requirements 39
5.11 Direct Rollovers 39a
ARTICLE VI FIDUCIARY RESPONSIBILITY
6.01 Fiduciary Responsibility Provisions 40
ARTICLE VII PENSION BOARD
7.01 Appointment and Acceptance 42
7.02 Duties and Authority 42
7.03 Decisions of the Pension Board 45
7.04 Differences as to Disability 46
7.05 Pension Board Procedures 46
7.06 Expenses and Assistance 47
7.07 Participants and Other Payees - Data 47
7.08 Resignation and Removal of Member of 47
Pension Board
7.09 Appointment of Successor 48
7.10 Plan Administration - Miscellaneous 48
ARTICLE VIII TEMPORARY RESTRICTIONS ON BENEFITS IN
CASE OF EARLY TERMINATION
8.01 Restrictions on Plan Termination 51
8.02 Restriction on Distributions 51
ARTICLE IX AMENDMENT AND TERMINATION
9.01 Right to Amend or Terminate 56
9.02 Termination 57
9.03 Partial Termination 58
9.04 Method of Payment 59
9.05 Notice of Amendment, Termination, or 59
Partial Termination
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CONTENTS
(continued)
Page
ARTICLE X MISCELLANEOUS
10.01 No Contract of Employment 60
10.02 Merger or Consolidation of Plan, Transfer 60
of Assets
10.03 Data 60
10.04 Restrictions Upon Assignments and 61
Creditors' Claims
10.05 Restriction of Claims Against Trust Fund 61
10.06 Benefits Payable by Trust Fund 62
10.07 Successor to Employer 62
10.08 Applicable Law 62
10.09 Internal Revenue Service Approval 62
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PENSION PLAN FOR
CERTAIN HOURLY BARGAINING UNIT EMPLOYEES OF
R. D. WERNER CO., INC.
PREAMBLE
R. D. Werner Co., Inc. has amended and restated, effective October 1, 1989,
the pension plan for its eligible Employees known as the Pension Plan for
Certain Hourly Bargaining Unit Employees of R. D. Werner Co., Inc. (the
"Plan"). The Plan constitutes a continuation and restatement of the
Pension Plan for Certain Hourly Bargaining Unit Employees of R. D. Werner
Co., Inc. (the "Prior Plan"), effective as of October 1, 1958, and as
amended from time to time.
The Plan has been restated in order to comply with changes promulgated under the
Tax Reform Act of 1986 and subsequent legislation.
The restatement of the Prior Plan shall not in any way affect the rights of
Employees who participated in the Prior Plan in accordance with its provisions.
All matters relating to the benefits, if any, payable to such Employees (or
their Beneficiaries) based upon events occurring prior to October 1, 1989 shall,
except as otherwise expressly provided herein, be determined in accordance with
the applicable provisions of the Prior Plan.
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ARTICLE I
DEFINITIONS
Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context. All masculine terms shall include the feminine and all
singular terms shall include the plural, unless the context clearly indicates
the gender or the number.
1.01 ACCRUED BENEFIT means the amount computed under the formula set forth in
Section 4.01 of the Plan payable at Normal Retirement Date.
1.02 ADJUSTMENT FACTOR means the appropriate adjustment factor(s) that may be
applicable to a Participant's retirement income in accordance with the
terms of the Plan as shown on the tables attached hereto and made a part
hereof.
1.03 ANNUITY STARTING DATE means the first day of the first period for which
an amount is payable as an annuity or in any other form.
1.04 BENEFICIARY means the person or persons designated by a Participant to
receive any benefits under the Plan which may be due upon the
Participant's death. Notwithstanding anything to the contrary, if a
Participant is married on the date of his death, the Beneficiary of such
Participant shall be his spouse unless:
(a) The Participant's spouse consents in writing not to be said
Beneficiary, such written consent is witnessed by either a
representative of the Plan or a notary public and such consent
acknowledges the effect of the Participant's selection of a
Beneficiary other than his spouse;
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(b) The foregoing consent may not be obtained because such spouse
cannot be located; or
(c) Such other circumstances exist as the Pension Board may,
in accordance with applicable regulations, deem appropriate to
waive the foregoing spousal consent requirement.
The spouse's consent will apply with respect to a specific alternate Beneficiary
only, and change of Beneficiary will require a new spousal consent. If no person
or entity has been designated by the Participant as Beneficiary, or if no named
original or successive Beneficiary survives the Participant, any payments owed
to a Beneficiary shall be made:
(a) To the Participant's surviving spouse;
(b) After the death of the surviving spouse, to the Participant's
surviving children, in equal shares; or
(c) If none of the foregoing survives to the end of such period, to
the personal representative of his estate.
1.05 BOARD means the Board of Directors of R. D. Werner Co., Inc.
Section 1.05 is amended by the addition of the following sentence at the end
thereof, to read as follows (First Amendment to Plan):
Effective March 1, 1994, "Board" means the Board of Directors of Werner
Co.
Balance of page retyped only for easy reading with addition of above amendment.
1.06 CODE means the Internal Revenue Code of 1986, as amended from time to
time.
1.07 DATE OF EMPLOYMENT OR REEMPLOYMENT means the first day an Employee
performs an Hour of Service.
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1.08 DISABILITY RETIREMENT AGE means the age at which a Participant
terminates his employment by reason of a Total and Permanent Disability,
provided he was actively employed and accruing service and had completed
at least fifteen (15) years of Vesting Service on the date he became
Totally and Permanently Disabled.
1.09 DISABILITY RETIREMENT DATE means the first day of the seventh month
following the date a Participant attains his Disability Retirement Age.
1.10 EARLY RETIREMENT AGE means the age at which a Participant completes at
least fifteen (15) years of Vesting Service and has attained the age
which is five (5) years prior to his Normal Retirement Age.
1.11 EARLY RETIREMENT DATE means the first day of any month coincident with
or immediately following the date a Participant terminates employment
other than for death, after attaining his Early Retirement Age, but
prior to his Normal Retirement Date.
1.12 EMPLOYEE means any person employed by the Employer. Employee shall also
include any leased employee deemed to be an Employee of the Employer as
provided in Section 414(n) of the Code.
1.13 EMPLOYER means R. D. Werner Co., Inc.
Section 1.13 is amended by the addition of the following sentence at the end
thereof to read as follows (First Amendment to Plan):
Effective March 1, 1994, "Employer" means Werner Co.
Balance of page retyped only for easy reading with addition of above amendment.
1.14 ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.
1.15 HOUR OF SERVICE means:
(a) Each hour for which an employee is paid or entitled to payment
for the performance of duties for the Employer
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or for a Related Employer. These hours shall be credited to the
Employee for the computation period or periods in which the
duties are performed; and
(b) Each hour for which an Employee is paid or entitled to payment
by the Employer or a Related Employer on account of a period of
time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or other approved leave of
absence. No more than five hundred one (501) Hours of Service
shall be credited under this paragraph for any single continuous
period (whether or not such period occurs in a single
computation period). Hours under this paragraph shall be
calculated and credited pursuant to Section 2530.200b-2 of the
Department of Labor regulations, which are incorporated herein
by reference; and
(c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer or a
Related Employer. The same Hours of Service shall not be
credited under both paragraph (a) or paragraph (b), as the case
may be, and under this paragraph (c). These hours shall be
credited to the Employee for the computation period or periods
to which the award or agreement pertains rather than the
computation period in which the award, judgment or payment is
made.
1.16 JOINT AND SURVIVOR ANNUITY means an annuity which is payable monthly to
the Participant for his life with a survivor annuity payable to his
spouse for the life of such spouse in an amount equal to one-half (i) of
the monthly amount payable during the
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life of the Participant. The Participant's monthly income under
the Joint and Survivor Annuity shall be an amount equal to the
amount payable under the Normal Pension, multiplied by the
applicable Adjustment Factor, and based upon the age of the
Participant and that of his spouse as of the date benefits
commence under the Joint and Survivor Annuity.
1.17 LIMITATION YEAR means the Plan Year.
1.18 NORMAL PENSION means a retirement benefit payable monthly to the
Participant for his lifetime only.
1.19 NORMAL RETIREMENT BENEFIT means the amount of retirement income computed
under Section 4.01 of the Plan that would be payable in the normal form
under the conditions described in Section 5.01 of the Plan, commencing
upon the Participant's Normal Retirement Date, if he is then entitled to
receive a retirement income under the terms of the Plan.
1.20 NORMAL RETIREMENT AGE means the later of the Participant's sixty-fifth
birthday or the fifth anniversary of the date he commenced participation
in the Plan.
1.21 NORMAL RETIREMENT DATE means the first day of the month coincident with
or immediately following the date a Participant attains his Normal
Retirement Age.
1.22 PARTICIPANT means an Employee who meets the requirements of
participation in the Plan as provided in Article II.
1.23 PENSION BOARD means the pension plan board appointed by the Board to
administer the Plan.
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Section 1.24 is amended by the addition of the following sentence at the end
thereof, to read as follows (First Amendment to Plan):
Effective March 1, 1994, "Plan" means the Pension Plan for Certain
Hourly Bargaining Unit Employees of Werner Co.
1.25 PLAN ADMINISTRATOR means the Pension Board.
1.26 PLAN YEAR means the calendar year for all years after December 31, 1989.
Prior to January 1, 1990, Plan Year means the twelve (12) month period
beginning on October 1 and ending on September 30 of the following
calendar year; provided that the Plan Year that began October 1, 1989
shall end on December 31, 1989.
1.27 PRIOR PLAN means the Plan as it existed on September 30, 1989 prior to
the amendment and restatement.
1.28 RELATED EMPLOYER means any corporation or other business entity which is
included in a controlled group of corporations within which the Employer
is also included, as provided in Section 414(b) of the Code (as
modified, for purposes of Sections 4.07 and 4.08 of the Plan, by Section
415(h) of the Code), or which is a trade or business under common
control with the Employer, as provided in Section 414(c) of the Code (as
modified, for purposes of Sections 4.07 and 4.08 of the Plan, by Section
415(h) of the Code), or which constitutes a member of an affiliated
service group within which the Employer is also included, as provided in
Section 414(m) of the Code, or which is required to be aggregated with
the Employer pursuant to regulations issued under Section 414(o) of the
Code.
1.29 RESTATEMENT DATE means October 1, 1989, the effective date of the
amendment and restatement of the Plan.
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1.30 SERVICE means the period commencing on the Employee's Date of Employment
or Reemployment, whichever is applicable, and ending on his Severance
From Service date, as determined in accordance with the following rules:
(a) An Employee's total period of Service shall be equal to his
total number of whole years of Service, whether or not all
periods of Service were completed consecutively. For purposes of
this aggregation, thirty (30) days shall equal one (1) month and
twelve (12) months shall equal one (1) year with fractional
months rounded to the next highest month.
(b) An Employee who transfers from an ineligible to an eligible
class of Employees shall be credited with all of his Service
with the Employer, both before and after such transfer. Such
Service shall be counted for both vesting and benefit accrual
purposes.
(c) An Employee who has been retired for permanent incapacity and
who, upon recovery from such incapacity and discontinuance of
his pension, is reemployed shall be credited with his Service as
of the date of his prior retirement for the purpose of
calculating any subsequent pension benefit to which he may
become entitled.
(d) Anything herein to the contrary notwithstanding, if an Employee
is absent on account of military duty, then such absence shall
be counted as Service while the Employee's reemployment rights
are protected by law, provided the Employee returns to work
within ninety (90) days after he is eligible for release from
active duty.
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1.31 SEVERANCE FROM SERVICE means the earliest of the following
dates:
(a) The date on which an Employee terminates employment, is
discharged, retires, or dies;
(b) The date which is three (3) years after the first day on
which the Employee is absent because of disability;
provided, however, that an Employee who is injured while
on duty shall accumulate credit for Service until at
least the end of the period for which statutory
compensation is payable to him;
(c) The first anniversary of the date when the Employee is
first absent from Service because of leave of absence
authorized by the Employer, provided the Employee fails
to return to work by the second anniversary of such
date;
(d) The second anniversary of the date the Employee is
absent because of maternity or paternity reasons;
(e) The date on which his period of absence due to layoff
equals his prior period of Service, but such date shall
not be less than two (2) years nor more than five (5)
years from the date the layoff began; however, no
continuous period of layoff that exceeds two (2) years
shall be included as Service; or
(f) The first anniversary of the date the Employee is absent
for any other reason (e.g., sickness, vacation).
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For purposes of this paragraph, an absence from work for
maternity or paternity reasons means an absence:
(a) By reason of the pregnancy of the individual;
(b) By reason of a birth of a child of the individual;
(c) By reason of the placement of a child with the individual in
connection with the adoption of such child by such individual;
or
(d) For purposes of caring for such child for a period beginning
immediately following such birth or placement.
The Employer's leave policy shall be applied in a uniform and
non-discriminatory manner to all Employees under similar circumstances.
1.32 TOTAL AND PERMANENT DISABILITY means total and permanent disability by
bodily injury or disease from some unavoidable cause so as to be
prevented from engaging in any occupation or employment for remuneration
or profit, which, in the opinion of a qualified physician, will be
permanent and continuous during the remainder of the Employee's life.
Disability shall be deemed to have resulted from an unavoidable cause
unless it:
(a) Was contracted, suffered, or incurred while the Employee was
engaged in, or resulted from his having been engaged in, a
criminal enterprise;
(b) Resulted from an intentionally self-inflicted injury; or
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(c) Resulted from habitual drunkenness or addiction to narcotics.
Total and permanent disability resulting from any of such enumerated
causes, or from future service in the armed forces and which prevents an
Employee from returning to employment with the Employer and for which he
receives a military pension, shall not entitle an Employee to benefits
because of a Total and Permanent Disability.
A Participant will not cease to be deemed disabled solely because he
engages in gainful employment for purposes of rehabilitation as approved
by the Employer.
1.33 TRUST AGREEMENT and TRUST mean the agreement between the Trustee and the
Employer governing the administration of the Trust Fund, as it may be
amended from time to time, and the Trust established thereunder.
1.34 TRUST FUND means all money, securities, and other property held by the
Trustee for the purposes of the Plan, together with the income
therefrom.
1.35 TRUSTEE means the person, persons, entity, or entities appointed by the
Board to act as trustee of the Trust.
1.36 UNION means the United Steelworkers of America.
1.37 VESTED INTEREST means that portion of a Participant's Accrued Benefit
which is nonforfeitable and vested, based upon the number of years of
Vesting Service credited to the Participant.
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1.38 VESTING SERVICE means a Participant's credit for purposes of determining
his right to a nonforfeitable benefit under the Plan. Such Vesting
Service shall mean the Employee's Service determined in accordance with
the following rules:
(a) If an Employee is reemployed by the Employer within the twelve
(12) consecutive month period beginning on the date that the
Employee quit, was discharged, retired, or began a leave of
absence per Contract, then the period of time during which he
was not employed shall count as Service.
(b) If an Employee returns to work within twenty-four (24) months
after a leave of absence authorized by the Employer commenced,
the period of time during which he was not at work shall count
as Service.
(c) If an Employee returns to work within twelve (12) months after
his sickness, vacation, disability or layoff commenced, then the
period of time during which he was not at work shall count as
Service.
(d) If an Employee does not complete an Hour of Service during the
twelve (12) consecutive month period beginning on his Severance
From Service date, then such date shall be considered his
"break-in-service" date and, unless the former Employee is
subsequently reemployed by the Employer, he shall not be
credited with any additional Service.
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(e) If an individual described in subparagraph (d) above is later
reemployed by the Employer, the special rules described below
shall apply:
Service prior to his most recent Severance From Service date
shall be counted along with Service earned after the Employee's
Date of Reemployment if:
(1) The Employee had any Vested Interest in his Accrued
Benefit prior to his most recent Severance From Service
date; or
(2) The Employee did not have any Vested Interest in his
Accrued Benefit, but the Employee's period of Service
prior to his most recent Severance From Service date
exceeds the greater of five (5) years or the latest
period of severance during which the Employee was not
employed by the Employer.
If a reemployed Employee does not meet either test in (1) or (2)
above, then any Service earned prior to the Severance From
Service date shall be disregarded.
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ARTICLE 11
ELIGIBILITY AND PARTICIPATION
2.01 PARTICIPATION
Every Employee who was a Participant in the Prior Plan on the day prior
to the Restatement Date shall continue to participate in the Plan on the
Restatement Date if he is both:
(a) In an hourly job classification of the Employer; and
(b) A member of a collective bargaining unit represented by Local
3713 of the United Steelworkers of America.
No other Employees shall be eligible for participation in the Plan.
2.02 REEMPLOYMENT OF A PARTICIPANT
A Participant who incurs a Severance From Service shall be a Participant
immediately upon his Date of Reemployment.
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ARTICLE III
CONTRIBUTIONS
3.01 TRUSTEE AND TRUST AGREEMENT
The Plan shall be funded through the Trust Fund. The Trustee shall have
the rights, powers, and duties set forth in the Trust Agreement, under
which agreement the Trustee shall receive contributions from the
Employer to the Trust Fund.
3.02 EMPLOYER CONTRIBUTIONS
Except as otherwise provided by mutual agreement between the Employer
and the Union, during the continuance of the Plan, the Employer will pay
to the Trustee) to be held or applied under the Trust Agreement, such
amounts as shall comply with the funding requirements of the Code.
3.03 FORFEITURES
Any forfeiture under the Plan shall be applied to reduce Employer
contributions and not to increase the benefits any Participant would
otherwise receive under the Plan.
3.04 REVERSION OF EMPLOYER CONTRIBUTIONS
At no time shall any part of the corpus or income of the Trust Fund be
used for or diverted to purposes other than for the exclusive benefit of
Participants and their Beneficiaries and to pay the reasonable expenses
of administration of the Plan and Trust, to the extent that such
expenses are not paid by the Employer, and
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no part of the Trust Fund shall revert or be repaid to the Employer,
either directly or indirectly, except for such part of the Trust Fund,
if any, which remains under the Trust after the satisfaction of all
liabilities to persons entitled to benefits under the Plan.
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ARTICLE IV
BENEFITS
4.01 NORMAL RETIREMENT BENEFIT
An Employee who is an active Participant on or after June 1, 1987 and
who retires at his Normal Retirement Age shall be entitled to a monthly
retirement income payable as provided in Article V of the Plan,
commencing upon his Normal Retirement Date, in an amount equal to
one-twelfth (1/12) of: One hundred eighty-six dollars ($186) multiplied
by the number of the Participant's years of Service, not to exceed forty
(40).
If any Participant is or shall become, or upon application would become,
entitled to any other retirement income or payment in the nature of a
pension (other than primary old age insurance benefits or disability
insurance benefits provided under the Social Security Act) from any
source or fund, to which source or fund the Employer shall have directly
or indirectly contributed, then the amount of the retirement income
payable to such Participant for any period shall be reduced by the
amount of any such other retirement income paid or payable to him or
that would upon application become payable to him during the time any
retirement income is payable under this Plan; provided, however) if such
Participant shall have contributed to the source or fund out of which
such other retirement income shall be paid or become payable or would
become payable upon application, the amount by which the retirement
income payable under this Plan shall be reduced for any period shall be
decreased by the amount attributable to the contributions that such
Participant shall have made to such source or fund.
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Notwithstanding anything to the contrary in the preceding paragraphs of
this section, if a Participant is entitled to a benefit from the
Employer's individual account retirement plan, then the retirement
income payable to the Participant under this Plan shall not be reduced
by the benefit from the individual account retirement plan.
In no event will the total yearly amount of retirement income to be
provided for a reemployed Participant on account of all periods of
employment be greater than the yearly amount of retirement income that
would have been provided for him if his prior Severance From Service had
not occurred.
4.02 POSTPONED RETIREMENT BENEFIT
The following language shall be added at the end of Section 4.02, to
read as follows (First Amendment to Plan):
A Participant who remains in the employ of the Employer after his Normal
Retirement Date shall be notified by the Plan Administrator, in writing
by personal delivery or first-class mail, during the calendar month
during which his Normal Retirement Date occurs, that he will not be
entitled to receive any benefit for any calendar month of employment
during which he is scheduled to work forty (40) or more Hours of Service
or receives from the Employer or Related Employer payment for any Hours
of Service performed on each of eight (8) or more days in such month (or
separate work shifts), provided that the Plan has not determined or used
the actual number of Hours of Service. The benefit of such Participant
shall be actuarially increased to reflect the benefit payable to such
Participant for any calendar month during which he does not complete
forty (40) Hours of Service or receive from the Employer or Related
Employer payment for any Years of Service performed on each of eight
(8) or more days in such month (or separate work shifts), provided the
Plan has not determined or used the actual number of Hours of Service.
If such Participant dies before the commencement of his benefit as so
increased, a single sum equal to the aggregate benefit payable to the
Participant for each month after his Normal Retirement date during which
he did not complete at least forty (40) Hours of Service shall be paid
to his surviving spouse, and if none, to his estate.
4.03 EARLY RETIREMENT BENEFIT
A Participant who has reached his Early Retirement Age may retire at any
time prior to his Normal Retirement Age. A Participant who retires on or
after his Early Retirement Age, but prior to his Normal Retirement Age,
shall be entitled to a retirement income for life, commencing upon his
Normal Retirement Date, in an amount
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equal to his Accrued Benefit. However, the Participant may elect to have
his retirement income begin on the first day of any month on or after
his Early Retirement Date, in which event he shall be entitled to
receive a retirement income for life in an amount equal to his Accrued
Benefit, but multiplied by the applicable Adjustment Factor shown on the
attached table.
4.04 TERMINATION OF VESTED PARTICIPANT
A Participant who has completed at least five (5) years of Vesting
Service and who incurs a Severance From Service before he becomes
eligible to retire at his Normal Retirement Age, his Disability
Retirement Age, or his Early Retirement Age shall be entitled to receive
a retirement income for life commencing upon his Normal Retirement Date
in an amount equal to his Accrued Benefit. However, the Participant, if
he has completed at least fifteen (15) years of Vesting Service, may
elect to have his retirement income begin on the first day of any month
within the five (5) year period immediately preceding his Normal
Retirement Date, in which event he shall be entitled to receive a
retirement income for life in an amount equal to his Accrued Benefit,
but multiplied by the applicable Adjustment Factor shown on the attached
table. A Participant who incurs a Severance From Service before he
completes five (5) years of Vesting Service or before his Normal
Retirement Age shall not be entitled to any benefits under the Plan,
except as provided in Article IX, and his Accrued Benefit shall be
forfeited as of the last day of the Plan Year in which his employment
terminated.
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4.05 DISABILITY RETIREMENT BENEFIT
(a) A Participant who incurs a Severance From Service on or after
his Disability Retirement Age shall be entitled to a disability
retirement pension, which shall commence on his Disability
Retirement Date. The monthly amount of such Participant's
disability retirement pension is the monthly retirement income
computed in accordance with Section 4.01 (based on the
Participant's Service and the benefit multiple in effect on his
date of Total and Permanent Disability). If the Participant's
disability retirement pension is to commence after a period of
time when he receives statutory compensation, his disability
retirement pension shall be based on his Service when his
disability retirement pension is to begin.
The monthly amount of disability retirement pension will,
however, be reduced by the monthly value of any periodic payment
provided for the Participant under any workers' compensation law
or similar law that becomes payable while he is receiving
disability benefits under the Plan.
(b) A Participant applying for or receiving a disability retirement
pension may be required to submit to an examination by a
competent physician acceptable to the Employer and may be
required to submit to such reexaminations at reasonable
intervals as shall be determined by the Pension Board to make a
determination concerning his physical condition. If a
Participant refuses to submit to periodic medical examinations,
his benefits
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shall be discontinued until he completes the examination. If, on
the basis of such an examination, it is found that the
Participant is no longer Totally and Permanently Disabled,
payment of his disability retirement pension shall be
terminated. Payment of the disability retirement pension will be
made until the earliest of the following dates:
(1) The date the Participant ceases to be disabled;
(2) The Participant's Normal Retirement Date; or
(3) The date of the Participant's death.
(c) In the case of a Participant who is unmarried at the time his
disability retirement pension commences, the benefit shall be in
the form of a pension payable during his lifetime only, but
ceasing with the cessation of Total and Permanent Disability,
prior to Normal Retirement Date.
In the case of a Participant who is married and has not attained
Normal Retirement Age at the time his disability retirement
pension commences, the benefit shall be in the form of a pension
payable during his lifetime only, and ceasing with the cessation
of Total and Permanent Disability.
A Participant who is receiving a disability retirement pension
as of his Normal Retirement Date shall be eligible to receive
retirement income in accordance with Article V (based on the
Participant's Service and the
- 20 -
27
Plan as in effect as of the Participant's date of Total and
Permanent Disability). If a Participant ceases to be disabled
before his Normal Retirement Date and if he promptly returns to
the employment of the Employer, he will not be considered to
have interrupted his employment but he will not have accrued
Service during the period of his Disability. If a Participant
ceases to be disabled before his Normal Retirement Date and does
not promptly return to the employment of his Employer, he will
be considered to have terminated his employment on the date he
became disabled and his Vested Interest will be determined in
accordance with the terms of the Plan on the date he became
disabled.
4.06 MINIMUM BENEFITS
In no event shall any Participant who was participating in the Prior
Plan prior to October 1, 1989 receive a benefit less than the benefit he
would have been entitled to receive under the Prior Plan as constituted
on September 30, 1989.
4.07 MAXIMUM BENEFITS
Effective October 1, 1987, for purposes of compliance with Section 415
of the Code (or any successor to said Section), the following
limitations on Plan benefits are hereby imposed:
(a) The retirement benefits payable to a Participant in any
Limitation Year shall not exceed an annual sum equal to the
least of:
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28
(1) Ninety thousand dollars ($90,000) (or such other amount
as may be determined by Treasury regulations issued
pursuant to Section 415 of the Code).
(2) The Participant's average annual compensation (as
defined in Section 4.09) over the three (3) consecutive
calendar years during which his compensation (as defined
in Section 4.09) from the Employer or a Related Employer
was the highest.
(3) If the Participant has less than ten (10) years of
participation in the Plan, the amount determined under
Section 4.07(a)(I) multiplied by a fraction, the
numerator of which is the number (not less than one (1))
of years (or parts thereof) of participation in the Plan
and the denominator of which is ten (30).
(4) If the Participant has less than ten (10) years of
Vesting Service, the amount determined under Section
4.07(a)(2) multiplied by a fraction, the numerator of
which is the Participant's number (not less than one
(1)) of years of Vesting Service and the denominator of
which is ten (10).
Notwithstanding the foregoing, in the event that a Participant
has never participated in any defined contribution plan
maintained by the Employer or a Related Employer, the annual
pension payable to such Participant shall not be deemed to
exceed the limitations of this
- 22 -
29
section if it does not exceed ten thousand dollars ($10,000)
multiplied by a fraction, the numerator of which is the number
(not less than one (1)) of the Participant's years of Vesting
Service and the denominator of which is ten (10).
Subparagraphs 4.07(a)(3) and (4) shall be applied separately
with respect to each change in the benefit structure of the
Plan.
Pensions payable in a form other than a straight life annuity
shall be adjusted to an actuarially equivalent straight life
annuity before applying the limitations of this Section 4.07.
The interest rate assumption used to determine actuarial
equivalence for this purpose shall be the greater of the
interest rate currently used by the Plan for the purpose of
determining actuarial equivalence or five percent (5%). No
actuarial adjustment to the benefit is required for the value of
a Joint and Survivor Annuity form.
(b) If payments begin prior to a Participant's Social Security
Retirement Age, the limitation in subparagraph (a)(1) shall be
adjusted to the actuarial equivalent of such limitation as
follows. For benefit payments commencing on or after age
sixty-two (62), this adjustment will be made in such manner as
the Secretary of the Treasury may prescribe which is consistent
with the reduction for old age insurance benefits commencing
before the Social Security Retirement Age under the Social
Security Act. For benefit payments commencing prior to age
sixty-two (62), such limitation shall be adjusted so that it is
the actuarial equivalent of the
- 23 -
30
limitation for benefits commencing at age sixty-two (62). The
interest rate assumption used to determine actuarial equivalence
for this purpose shall be the greater of the interest rate
currently used by the Plan for the purpose of determining
actuarial equivalence or five percent (5%). If benefit payments
begin after a Participant's Social Security Retirement Age, the
limitation in subparagraph (a)(1) shall be equal to the
actuarial equivalent of an annual benefit of ninety thousand
dollars ($90,000) commencing at the Social Security Retirement
Age multiplied by the Adjustment Factor. To determine actuarial
equivalence for purposes of the preceding sentence, the interest
rate assumption shall be the lesser of the interest rate
currently used by the Plan for the purpose of determining
actuarial equivalence or five percent (5%).
(c)(1) For purposes of Section 4.07(b) of this Plan,
"Adjustment Factor" shall mean the cost-of-living
adjustment factor prescribed by the Secretary of the
Treasury under Section 415(d) of the Code for years
beginning on or after January 1, 1987 applied to such
items and in such manner as the Secretary shall
prescribe.
(2) For purposes of Section 4.07(b) of this Plan, "Social
Security Retirement Age" shall mean the age used as the
retirement age for the Participant under Section 216(1)
of the Social Security Act, except that such section
shall 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 sixty-two (62).
- 24 -
31
(d) If the Current Accrued Benefit of an individual who was
a Participant in the Prior Plan as of September 30, 1987
exceeds the benefit limitations under Section 415(b) of
the Code, as modified by the foregoing provisions of
this Section 4.07, then, for purposes of Sections 415(b)
and (e) of the Code, the limitation set forth in Section
415(b)(1) of the Code with respect to such individual
shall be equal to such Current Accrued Benefit.
(e) For purposes of Section 4.07(d), "Current Accrued
Benefit" shall mean a Participant's Accrued Benefit
under the Prior Plan, determined as if the Participant
had separated from service as of September 30, 1987,
when expressed as an annual benefit within the meaning
of Section 415(b)(2) of the Code. In determining the
amount of a Participant's Current Accrued Benefit, the
following shall be disregarded:
(1) Any change in the terms and conditions of the
Prior Plan after May 5, 1986; and
(2) Any cost-of-living adjustment occurring after
May 5, 1986.
4.08 COMBINED MAXIMUM LIMITATIONS
In the event any Participant is also participating in any other
qualified defined contribution plan (within the meaning of Section 401
of the Internal Revenue Code) maintained by the Employer or a Related
Employer, then for any Limitation Year the sum of the "Defined Benefit
Plan Fraction" and the "Defined Contribution Plan Fraction" for such
Limitation Year shall not exceed 1.0. For purposes of this Section 4.08,
such sum shall be determined in accordance with the following:
- 25 -
32
(a) The "Defined Benefit Plan Fraction" for any year is a fraction:
(1) The numerator of which is a projected annual benefit of
the Participant under each defined benefit plan
(determined as of the close of the year); and
(2) The denominator of which is the lesser of the maximum
dollar limitation in effect under Section 415(b)(])(A)
of the Code for such Limitation Year times 1.25, or the
amount which may be taken into account under Section
4]5(b)(])(B) of the Code for such Limitation Year times
1.4.
(b) The "Defined Contribution Plan Fraction" for any year is a
fraction:
(1) The numerator of which is the sum of the annual
additions to the Participant's account under each
defined contribution plan as of the close of the year;
and
(2) The denominator of which is the sum of the lesser of the
following amounts determined for such Limitation Year
and each prior year of service with the Employer or a
Related Employer:
(A) The product of 1.25 multiplied by the dollar
limitation in effect under Section 415(c)(1)(A)
of the Code for such Limitation Year; or
- 26 -
33
(B) The product of 1.4 multiplied by the amount
which may be taken into account under Section
415(c)(1)(B) of the Code for such Limitation
Year.
The annual additions for any Limitation Year beginning before October 1,
1987 shall not be recomputed to treat all employee contributions as
annual additions.
For purposes of this Section 4.08, all defined benefit or defined
contribution plans shall be treated as one (1) plan by class. In the
event the above limitation would otherwise be exceeded in any Limitation
Year, the Participant's benefits under this Plan are to be limited.
If the Plan satisfied the applicable requirements of Section 415 of the
Code as in effect for all Limitation Years beginning before October 1,
1987, an amount shall be subtracted from the numerator of the Defined
Contribution Plan Fraction (not exceeding such numerator), as prescribed
by the Secretary of the Treasury, so that the sum of the Defined Benefit
Plan Fraction and the Defined Contribution Plan Fraction computed under
Section 415(e)(1) of the Code does not exceed one (1).
Section 4.09 is amended to read as follows (First Amendment to Plan):
4.09 DEFINITION OF COMPENSATION FOR PURPOSES OF SECTIONS 4.07 AND 4.08
Solely for the purpose of applying the limitations of Sections 4.07 and
4.08, the compensation of a Participant includes:
-27-
34
(Continued from page 27) (First Amendment to Plan):
(a) A Participant's wages, salaries, fees for professional services,
and other amounts received (without regard to whether or not an
amount is paid in cash) for personal services actually rendered
in the course of employment with the Employer to the extent that
the amounts are includable in gross income (including but not
limited to, commissions paid salesmen, compensation for services
on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits,
reimbursements; and expense allowances);
(b) In the case of a Participant who is an employee within the
meaning of Section 401(c)(1) of the Code and the regulations
thereunder, the Participant's earned income (as described in
Section 401(c)(2) of the Code and the regulations thereunder);
(c) Amounts described in Sections 104(a)(3), 105(a), and 105(h) of
the Code, but only to the extent these amounts are includable in
the gross income of the Employee;
(d) Amounts paid or reimbursed by the Employer for moving expenses
incurred by an Employee, but only to the extent that these
amounts are not deductible by the Employee under Section 217 of
the Code;
(e) The value of a nonqualified stock option granted to an Employee
by the Employer, but only to the extent that the value of the
option is includable in the gross income for the Employee for
the taxable year in which granted; and
(f) The amount includable in the gross income of an Employee upon
making the election described in Section 83(b) of the Code.
Solely for the purpose of applying the limitations of Sections 4.07 and
4.08, the compensation of a Participant excludes:
(a) Employer contributions to a Plan of deferred compensation which
are not included in the Participant's gross income for the
taxable year in which contributed, Employer contributions under
a simplified employee pension plan to the extent such
contributions are excluded from the Participant's gross income,
or any distributions from a plan of deferred compensation;
-28-
35
(Continued from page 28) (First Amendment to Plan)
(b) Amounts realized from the exercise of a nonqualified stock
option, or when restricted stock (or property) held by the
Participant either becomes freely transferrable or is no longer
subject to substantial risk of forfeiture;
(c) Amounts realized from the sale, exchange, or other disposition
of stock acquired under a qualified stock option; and
(d) Other amounts which received special tax benefits, or
contributions made by the Employer (whether or not under a
salary reduction agreement) toward the purchase of an annuity
described in Code Section 403(b) (whether or not the amounts are
actually excludable from the gross income of the Employee).
- 28a -
36
4.10 REEMPLOYMENT AFTER RECEIPT OF BENEFITS
Section 4.10 is amended to read as follows (First Amendment to the Plan):
(a) A Participant who terminates employment and is rehired without
having received retirement benefits and who once again becomes a
Participant in the Plan may later retire and receive benefits
based upon his entire period of Credited Service both before and
after such termination and reemployment, to the extent not
disregarded under Section 1.39.
(b) A Participant who retires and is rehired prior to his Normal
Retirement Date after receiving retirement benefits shall have
such payments suspended.
In the event that a reemployed, retired Participant accrues further
periods of Credited Service, he may later retire again to receive
benefits based upon his total period of Credited Service both before and
after such termination and reemployment. However, the subsequent
retirement benefits shall be reduced by the Actuarial Equivalent of the
benefits he previously received prior to his reemployment.
(c) A Participant who retires and is rehired after his Normal
Retirement Date and after receiving retirement benefits shall
have such payments suspended. No payment shall be suspended
unless the Plan Administrator gives written notice to the
Employee by personal delivery or first-class mail, during the
month in which his reemployment occurs, that he will not receive
any benefit for any calendar month of employment during which he
works forty (40) or more Hours of Service for the Employer or a
Related Employer or receives from the Employer or a Related
Employer payment for any Hours of Service performed on each of
eight (8) or more days in such month (or separate work shifts),
provided that the Plan has not determined or used the actual
number of Hours of Service. The benefit of such Participant
shall be actuarially increased to reflect the benefit payable to
such Participant for any calendar month during which he does not
complete forty (40) Hours of Service for the Employer or a
Related Employer or receive from the Employer or Related
Employer payment for any Hours of Service performed on each of
eight (8) or more days in such month (or separate work shifts),
provided that the Plan has not determined or used the actual
number of Hours of Service. If such Participant dies before the
commencement of this benefit, as so increased, a single sum
equal to the aggregate benefit payable to the Participant for
each month after his Normal Retirement Date during which
-29-
37
(Continued from Page 29. First Amendment to Plan)
he did not complete at least forty (40) Hours of Service for the
Employer or Related Employer or receive from the Employer or
Related Employer payment for any Hours of Service performed on
each of eight (8) or more days in such month (or separate work
shifts), provided that the Plan has not determined or used the
actual number of Hours of Service shall be paid to the surviving
spouse, and if none, to his estate. Hours of Service in this
subsection are hours as defined under Department of Labor
Regulation Section 2530.200b-2(a).
In the event that a reemployed, retire Participant accrues
further periods of Credited Service, he may later retire again,
to receive benefits based upon his total period of Credited
Service both before and after such termination and reemployment.
However, the subsequent retirement benefits shall be reduced by
the Actuarial Equivalent of the benefits he previously received
prior to his Normal Retirement Date.
-30-
38
ARTICLE V
FORM AND PAYMENT OF BENEFITS
5.01 NORMAL PENSION
If a Participant is unmarried as of his Annuity Starting Date, the
benefit payments determined under Article IV shall be in the form of a
Normal Pension, unless the Participant elects the optional form of
payment provided in the Plan in accordance with the procedures of
Section 5.03. The benefit formula in Section 4.01 yields payments in the
form of a Normal Pension.
5.02 JOINT AND SURVIVOR ANNUITY
If a Participant is married on his Annuity Starting Date, benefit
payments determined under Article IV shall be in the form of a Joint and
Survivor Annuity, unless the Participant, with the consent of the
Participant's spouse, elects either the Normal Pension or the optional
form of payment provided in the Plan in accordance with the procedures
of Section 5.04.
5.03 ELECTION NOT TO RECEIVE NORMAL PENSION
An unmarried Participant may elect in writing, during the ninety (90)
day period ending on his Annuity Starting Date, to waive the automatic
Normal Pension form of benefit described in Section 5.01 and to make a
qualified election of the optional form of payment permitted under the
Plan. No less than thirty (30) days and no more than ninety (90) days
prior to the Participant's Annuity Starting Date and consistent with
such regulations as the Secretary of the Treasury may prescribe, the
Retirement Plan Board shall provide the Participant with a written
explanation of:
- 31 -
39
(a) The terms and conditions of the Normal Pension;
(b) The Participant's right to make and the effect of an election to
waive the Normal Pension;
(c) The right of the Participant to revoke such election and the
effect of such revocation; and
(d) The relative values of the various optional forms of benefit
available under the Plan.
5.04 ELECTION NOT TO RECEIVE JOINT AND SURVIVOR ANNUITY
(a) A Participant may, with his spouse's written consent, elect in
writing, during the ninety (90) day period ending on his Annuity
Starting Date, to waive the automatic Joint and Survivor Annuity
form of payment described in Section 5.02 and to make a
qualified election of either the Normal Pension or the optional
form of payment permitted under the Plan. The spouse's consent
must acknowledge the effect of such election and be witnessed by
a Plan representative or notary public. The spouse must also
consent both to the specific optional form of benefit chosen and
to the specific Beneficiary designated, if applicable.
Notwithstanding the foregoing, this paragraph (a) shall not
apply if it is established to the Retirement Plan Board's
satisfaction that the spouse cannot be located or that other
circumstances set forth in regulations promulgated under Section
417 of the Code which preclude the necessity of the spouse's
consent are present with respect to the Participant.
- 32 -
40
(b) No less than thirty (30) days and no more than ninety (90) days
prior to the Participant's Annuity Starting Date and consistent
with such regulations as the Secretary of the Treasury may
prescribe, the Retirement Plan Board shall provide the
Participant with a written explanation of:
(1) The terms and conditions of the Joint and Survivor
Annuity;
(2) The Participant's right to make and the effect of an
election to waive the Joint and Survivor Annuity;
(3) The right of the Participant's spouse to consent to
any election to waive the Joint and Survivor Annuity;
(4) The right of the Participant to revoke such election and
the effect of such revocation; and
(5) The relative values of the various optional forms of
benefit available under the Plan.
5.05 PAYMENT IN OPTIONAL FORM ON RETIREMENT
(a) As an optional form of payment, a Participant may elect to have
his retirement income payable in the form of a contingent
annuitant option. A contingent annuitant option shall be a
monthly income payable for the lifetime of the Participant and
continuing thereafter in an amount fifty percent (50%) as great
to a Beneficiary
-33-
41
designated in writing by the Participant for such Beneficiary's
life. The Participant's monthly income under the contingent
annuitant option shall be an amount equal to the amount payable
under the Normal Pension) multiplied by the applicable
Adjustment Factor as shown on the table attached hereto.
Distribution may be made over only one (1) of the following
periods (or a combination thereof):
(1) The life of the Participant;
(2) The life of the Participant and a designated
Beneficiary;
(3) A period certain not extending beyond the life
expectancy of the Participant; or
(4) A period certain not extending beyond the joint and last
survivor expectancy of the Participant and a designated
Beneficiary.
A Participant's life expectancy may be recalculated no more
frequently than annually; however, the life expectancy of a
nonspouse Beneficiary may not be recalculated. If a
Participant's spouse is not the designated Beneficiary, the
method of distribution selected must assure that at least fifty
percent (50%) of the present value of the amount available for
distribution is paid within the life expectancy of the
Participant.
The following sentence shall be added at the end of Section 5.05(a) to read
as follows (First Amendment to the Plan):
All distributions shall be made in accordance with Section 401(a)(9) of
the Code and regulations thereunder.
-34-
42
(b) If a Participant's Annuity Starting Date precedes his Normal
Retirement Date, then such Participant must consent in writing
to the early commencement of benefits. his spouse must also
consent in writing to the early commencement of benefits unless
payment is made in the form of a Joint and Survivor Annuity.
(c) If a Participant who has elected an Optional form of benefit
dies prior to his Annuity Starting Date, retirement income
payments shall be made in accordance with the provisions of the
Plan as if no Optional form of retirement income had been
elected. If a Participant who has elected an optional form of
benefit dies either on or after his Annuity Starting Date,
retirement income payments shall be made in accordance with the
optional form elected.
5.06 PRE-RETIREMENT SURVIVOR ANNUITY
If a Participant or former Participant dies after having earned a
nonforfeitable right to his Accrued Benefit, but prior to his Annuity
Starting Date, and if he is survived by a spouse to whom he has been
married throughout the twelve (12) month period preceding his death,
such spouse shall be eligible to receive a Preretirement Survivor
Annuity under this Section 5.06, payable as set forth in subsection (a)
or (b) below, whichever is applicable:
(a) If a Participant dies during employment on or after the
attainment of the earlier of his Early Retirement Age or Normal
Retirement Age, the Pre-retirement Survivor Annuity shall be a
monthly income payable for the life of the spouse, commencing on
the first day of the month coinciding with or next following the
Participant's date
- 35 -
43
of death, equal to the benefit that would have been payable to
the spouse had the deceased Participant retired on the day
before death and elected immediate commencement of benefits in
the form of a Joint and Survivor Annuity under Section 5.02. The
last monthly payment shall be made for the month in which death
of such spouse occurs. The spouse may elect to defer
commencement of benefits, but not beyond the date the
Participant would have attained age seventy and one-half
(70 1/2).
(b) If a Participant dies during employment but prior to the
attainment of his Early Retirement Age or Normal Retirement Age,
in the case of the death of a former Participant, the following
rules shall apply:
(1) If a Participant or former Participant was eligible to
immediately commence receipt of his retirement income as
of the date of his death, the Pre-retirement Survivor
Annuity shall be a monthly income payable for the life
of the spouse, commencing on the first day of the month
coinciding with or next following the Participant's date
of death equal to the benefit that would have been
payable to the spouse had such Participant retired on
the day before death and elected immediate commencement
of benefits in the Joint and Survivor Annuity form. The
last monthly payment shall be made for the month in
which death of such spouse occurs. The spouse may elect
to defer commencement of benefits, but not beyond the
date the Participant would have attained age seventy and
one-half (70 1/2).
-36-
44
(2) If a Participant or former Participant was not eligible to
immediately commence receipt of benefits hereunder as of the
date of his death, the Pre-retirement Survivor Annuity shall be
a monthly income payable for the life of the spouse, beginning
with the first day of the month in which such Participant could
have elected immediate benefits had he survived, equal to the
benefit that would have been payable to such spouse had the
Participant terminated employment on his date of death (except,
where termination of employment occurred prior to his death, the
Participant's date of termination of employment shall be used)
and then survived and retired on the first date upon which he
could have elected immediate benefits and elected immediate
commencement of benefits in the Joint and Survivor Annuity form.
The last monthly payment shall be made for the month in which
death of such spouse occurs. The spouse may elect to defer
commencement of benefits, but not beyond the date the
Participant would have attained age seventy and one-half
(70 1/2).
The following subparagraph (c) shall be added at the end of Section 5.06 to read
as follows (First Amendment to the Plan):
(c) If a Participant dies prior to his Annuity Starting Date and the
single sum Actuarial Equivalent of the Pre-Retirement Survivor
Annuity exceeds, or at the time of any prior distribution
exceeded, three thousand five hundred ($3,500), the spouse must
consent in writing in order for payment to be made prior to the
date the Participant would have attained his Normal Retirement
Age.
Balance of page is being retyped only for easy reading with the addition of the
above amendment.
5.07 ADMINISTRATIVE POWERS RELATING TO PAYMENTS
If a Participant or Beneficiary is under a legal disability or, by
reason of illness or mental or physical disability, is unable, in the
opinion of the Retirement Plan Board, to attend properly to his personal
financial matters, the Trustee may make such payments in such of the
following ways as the Retirement Plan Board shall direct:
-37-
45
(a) Directly to such Participant or Beneficiary;
(b) To the legal representative of such Participant or
Beneficiary; or
(c) To some relative by blood or marriage, or friend, for the
benefit of such Participant or Beneficiary.
Any payment made pursuant to this Section 5.07 shall be in complete
discharge of the obligation for such payment under the Plan.
5.08 NO GUARANTY OF BENEFITS
The benefits provided under the Plan shall be paid solely from the
assets of the Trust Fund. Nothing contained in the Plan or the Trust
Agreement shall constitute a guaranty by the Employer or the Trustee
that the assets of the Trust Fund will be sufficient to pay any benefit
to any person.
5.09 TIME OF PAYMENT
Unless the Participant elects otherwise, payment shall be made or shall
commence not later than the sixtieth day after the latest of the close
of the Plan Year in which:
(a) The Participant attains age sixty-five (65);
(b) The tenth anniversary of the year in which the Participant
commenced participation in the Plan occurs; or
(c) The Participant terminates his employment with the Employer.
- 38 -
46
Payment of retirement income to any Participant shall commence no later
than the April 1 of the calendar year following the calendar year in
which the Participant attains age seventy and one-half (70 1/2), whether
or not such Participant has retired. The preceding sentence shall not
apply to a Participant who:
(a) Has made a written election to receive his benefits under the
Plan at a later date in accordance with Section 242(b) of the
Tax Equity and Fiscal Responsibility Act of 1982; or
(b) Has attained age seventy and one-half (70 1/2) before January 1,
1988 and was not a five percent (5%) owner of the Employer or a
Related Employer at any time during the Plan Year ending with or
within the calendar year in which such individual attained age
sixty-six and one-half (66 1/2) or any subsequent Plan Year.
5.10 DEATH DISTRIBUTION REQUIREMENTS
In addition to any other requirements specified in the Plan, if the
Participant dies after his Annuity Starting Date, the remaining portion
of his retirement income will continue to be distributed at least as
rapidly as under the method of distribution being used prior to the
Participant's death.
- 39 -
47
A new Section 5. 11 shall be added as follows (First Amendment to the Plan)
5.11 DIRECT ROLLOVERS
Effective January 1, 1993, 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 Eligible
Retirement Plan in the form of a Direct Rollover. Notwithstanding the
above, an Eligible Rollover Distribution of less than two hundred ($200)
is not eligible for a Direct Rollover. Further, A Distributee may elect
to have an Eligible Rollover Distribution paid to only one Eligible
Retirement Plan in a Direct Rollover.
For purposes of this Section 5.11, the following definitions apply:
(a) "Distributee" means a Participant or former Participant, his
surviving spouse, his spouse, or his former spouse who is the
Alternate Payee under a Qualified Domestic Relations Order.
(b) "Eligible Rollover Distribution" means any distribution of all
or portion of the Participant's vested Accrued Benefit, except
that an an Eligible Rollover Distribution does not include any
distribution that is one (I) of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Participant, or the joint
lives (or joint life expectancies) of the Participant and his
designated Beneficiary, or for a specified period often (10)
years or more; any distribution to the extent such distribution
is required under Section 401(a)(9) of the Code; and the
portion of any distribution that is not includable in gross
income (determined without regard to the exclusion for net
realized appreciation with respect to employer securities).
(c) "Eligible Retirement Plan" means an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an
annuity plan described in Section 403(a) of the Code, or a
qualified trust described in Section 401(a) of the Code, 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 limited to an
individual retirement account or individual retirement annuity.
(d) "Direct Rollover" means a payment by the Plan to the Eligible
Retirement Plan specified by the Distributee.
-39a-
48
ARTICLE VI
FIDUCIARY RESPONSIBILITY
6.01 FIDUCIARY RESPONSIBILITY PROVISIONS
As required by ERISA, the Employer has appointed certain named
fiduciaries of this Plan and, until otherwise changed by action of the
Board, such named fiduciary is the Pension Board.
The named fiduciary or fiduciaries, as the case may be, shall have the
authority to control and manage the operation of this Plan, and shall be
responsible for establishing and carrying out a funding policy and
method consistent with the objectives of this Plan and the requirements
of ERISA. If more than one fiduciary has been named, this authority and
responsibility shall be jointly and severally shared.
Any person or group of persons may serve in more than one (3) fiduciary
capacity with respect to this Plan. A named fiduciary (or a fiduciary
designated by a named fiduciary) may employ one (1) or more persons to
render advice with regard to any responsibilities such fiduciary has
under the Plan. A person who is a named fiduciary with respect to
control and management of the assets of the Plan may appoint an
investment manager or managers to manage any assets of the Plan. The
insurance carrier's liability as a fiduciary is limited to that arising
from its management of any assets of the Plan held by the insurance
carrier in one (1) or more of its separate accounts.
The Employer may allocate fiduciary responsibilities (other than trustee
responsibilities) among named fiduciaries if there is more than one (3).
Provision may be made for named fiduciaries to
- 40 -
49
designate persons other than named fiduciaries to carry out fiduciary
responsibilities under the Plan. If any fiduciary responsibility of a
named fiduciary is allocated to any person or a person is designated to
carry out such responsibility, then such named fiduciary shall not be
liable for any act or omission of such person in carrying out such
responsibility except as provided by ERISA.
No fiduciary guarantees the Fund in any manner against investment loss
or depreciation of asset value.
- 41 -
50
ARTICLE VII
PENSION BOARD
7.01 APPOINTMENT AND ACCEPTANCE
As required by ERISA, the Employer has appointed an administrative
Pension Board of this Plan by designating individuals to act in this
capacity and/or offices or positions whose occupants will act in this
capacity.
Each member of the Pension Board shall be deemed to be a fiduciary
within the meaning of ERISA, and each shall signify his acceptance of
his function by filing written notice with the Employer. No member of
the Pension Board who is an Employee shall receive compensation with
respect to his services on the Pension Board.
7.02 DUTIES AND AUTHORITY
The Pension Board shall administer the Plan on behalf of the Employer in
a nondiscriminatory manner for the exclusive benefit of Participants and
their Beneficiaries and with the care, skill prudence and diligence
under the circumstances then prevailing that a prudent man acting in a
like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims.
The Pension Board shall perform all such duties as are necessary to
operate, administer, and manage the Plan in accordance with the terms
thereof, including but not limited to the following:
(a) To determine all questions relating to a Participant's coverage
under the Plan;
- 42 -
51
(b) To maintain all necessary records for the administration of the
Plan;
(c) To compute and authorize the payment of retirement income and
other benefit payments to eligible Participants and
Beneficiaries; subject, however; to the provisions of Section
7.03;
(d) To interpret and construe the provisions of the Plan and to make
regulations that are not inconsistent with the terms thereof;
subject, however, to the provisions of Section 7.03; and
(e) To advise or assist Participants regarding any rights, benefits,
or elections available under the Plan.
A new subparagraph (f) shall be added to section 7.02 to read as follows (First
Amendment to the Plan)
(f) Subject to Section 7.03, the Pension Board shall have full and
complete discretionary authority to determine eligibility for
benefits, to construe the terms of the Plan, and to decide any
matter presented through the claims review procedure. Any final
determination by the Pension Board shall be binding on all
parties. If challenged in court, such determination shall not be
subject to de novo review and shall not be overturned unless
proven to be arbitrary and capricious based upon the evidence
considered by the Pension Board at the time of such
determination.
The balance of page retyped only for easy reading with the addition of above
amendment.
The Pension Board annually shall prepare a report, which shall be
submitted to the Board, showing in reasonable summary the assets and
liabilities of the Plan and giving a brief account of the operation of
the Plan for the past year.
In addition the Pension Board shall also furnish annually to the Joint
Committee, to be established under Section 7.10(g), a report regarding
the operation of the Plan and such additional information as may be
reasonably required.
The Pension Board, either as a board or as individuals, shall not be
liable for any loss or depreciation of the Trust Fund or for any
insufficiency therein. All payments of pensions as provided in this Plan
shall be made solely out of the Trust Fund and the Pension Board shall
not be in any manner liable therefor.
-43-
52
The members of the Pension Board and the Employer and its officers and
directors shall be entitled to rely upon all tables, valuations,
certificates, and reports furnished by any actuary, upon all
certificates and reports made by any accountant, and upon all opinions
given by any legal counsel, selected or approved by the Pension Board or
the Employer, and the members of the Pension Board and the Employer and
its officers and directors shall be fully protected in respect of any
action taken or suffered by them in good faith in reliance on any such
tables, valuations, certificates, reports, opinions, or any other advice
of such actuary, accountant, or counsel, and all action so taken or
suffered shall be conclusive upon all Employees and pensioners.
The Employer shall select a qualified actuary to make periodic actuarial
valuations of the Plan for the purpose of determining whether the
"monthly pension unit" can be maintained by the assets of the Trust Fund
and by the level of future contributions. A copy of the report of the
actuary shall be furnished to the Employer and the Joint Committee.
Following the submission of the actuary's report and its review by the
Employer and Joint Committee, the parties shall meet to consider any
changes which might have been indicated as necessary or desirable by the
actuary's report. No changes in the "monthly pension unit" or other
provisions of the Plan shall be made except with the agreement of both
parties; provided, however, that pensions once granted shall not be
reduced, except as provided in this Plan.
The Pension Board shall take such actions as are necessary to establish
and maintain the Plan as a retirement program that is at all times in
full and timely compliance with any law or regulation having pertinence
to this Plan.
- 44 -
53
The Pension Board shall be granted by the Employer all reasonable powers
necessary or appropriate to accomplish its duties as an administrative
Pension Board.
7.03 DECISIONS OF THE PENSION BOARD
Decisions of the Pension Board shall be final and binding on all
Employees, except as provided in this Section 7.03. If any difference
shall arise between the Employer or the Board and any Employee who shall
be an applicant for retirement income as to:
(a) The number of years of Service of such applicant in the employ
of the Employer;
(b) The age of such applicant;
(c) The propriety of or correctness of calculations of any
deductions from retirement income under the provisions of this
Plan;
(d) Whether an applicant, who shall have been determined to be
permanently incapacitated and who shall have at least fifteen
(15) years of such Service but shall not have attained his
Normal Retirement Date, shall have become so permanently
incapacitated through some unavoidable cause; or
(e) Calculations of retirement income under this Plan,
and agreement cannot be reached between the Pension Board and a
representative of the Union, such question shall be referred to an
impartial umpire to be selected by the Pension Board and the Union. The
impartial umpire shall have authority only to decide
- 45 -
54
the question pursuant to the provisions of this Plan applicable to the
question, but he shall not have authority in any way to alter, add to,
or subtract from any of such provisions. The decision of the impartial
umpire on any such question shall be binding on the Employer, the
Pension Board, the Union and the Employee. The fees and expenses of the
impartial umpire shall be shared equally by the Employer and the Union.
7.04 DIFFERENCES AS TO DISABILITY
If any difference shall arise between the Employer and any Employee as
to whether such Employee is or continues permanently incapacitated
within the meaning of Section 1.32, such difference shall be resolved as
follows:
The Employee shall be examined by a physician appointed for the purpose
by the Employer and by a physician appointed for the purpose by a duly
authorized representative of the Union. If they shall disagree
concerning whether the Employee is permanently incapacitated, that
question shall be submitted to a third physician selected by such two
(2) physicians. The medical opinion of the third physician, after
examination of the Employee and consultation with the other two (2)
physicians, shall decide such question. The fees and expenses of the
third physician shall be shared equally by the Employer and the Union.
7.05 PENSION BOARD PROCEDURES
The Pension Board shall act by a majority of its members in office at
any time and may adopt such bylaws and regulations as it deems desirable
for the conduct of its affairs.
- 46 -
55
7.06 EXPENSES AND ASSISTANCE
All reasonable expenses necessary to operate and administer the Plan
shall be borne by the Employer. The Employer shall furnish the Pension
Board with such clerical and other assistance as is required in the
performance of its duties.
7.07 PARTICIPANTS AND OTHER PAYEES - DATA
Participants and other persons affected by the Plan shall furnish the
Pension Board upon request such documents, evidence, or information
which the Pension Board considers necessary or desirable for the purpose
of administering the Plan. The Pension Board may cause to be withheld
any benefit payments, otherwise due the Participant or other person,
until the required document, evidence, or other information is so
furnished.
7.08 RESIGNATION AND REMOVAL OF MEMBER OF PENSION BOARD
A member of the Pension Board may resign at any time by delivering to
the Employer a written notice or resignation, to take effect at a date
specified therein. Such date should not be less than thirty (30) days
after the delivery of the resignation, unless waived by the Employer.
A member of the Pension Board may be removed with or without cause by
the Employer through delivery to him of written notice of removal, to
take effect at a date specified therein.
-47-
56
7.09 APPOINTMENT OF SUCCESSOR
In the event any position on the Pension Board is vacant, the Employer
shall promptly designate a successor member of the Pension Board who
must signify acceptance of this position in writing.
7.10 PLAN ADMINISTRATION - MISCELLANEOUS
(a) Filing a Claim for Benefits. A Participant or Beneficiary shall
notify the Pension Board of a claim for benefits under the Plan.
Such request may be in any form adequate to give reasonable
notice to the Pension Board and shall set forth the basis of
such claim and shall authorize the Pension Board to conduct such
examinations as may be necessary to determine the validity of
the claim and to take such steps as may be necessary to
facilitate the payment of any benefits to which the Participant
or Beneficiary may be entitled under the Plan.
(b) Denial of Claim. Whenever a claim for benefits by any
Participant or Beneficiary has been denied, written notice
prepared in a manner calculated to be understood by the
Participant or Beneficiary will be provided, setting forth the
specific reasons for the denial and explaining the procedure for
an appeal and review of the decision by the Pension Board.
(c) Masculine and Feminine, Singular and Plural. In construing the
text of this Plan, the masculine shall include the feminine and
the singular shall include the plural, and the plural the
singular wherever the context shall plainly so require.
- 48 -
57
(d) Reference to Laws. Any reference herein to any section of the
Code, ERISA, or any other statute or law shall be deemed to
include any successor statute or law of similar import.
(e) Limitation. Participation in the Plan shall not grant any
Participant the right to be retained in the service of the
Employer or any other rights other than those to which he is
entitled under relevant law or regulations.
(f) Divestment of Benefits for Cause Precluded. In no event may a
Participant be divested for cause of retirement income or other
benefits which he is eligible to receive.
(g) Joint Committee. The Joint Committee under this Plan shall
consist of six (6) members, three (3) of whom shall be
designated by the Employer and three (3) of whom shall be
designated by the Union. The several members of the Joint
Committee shall serve until their respective successors have
been selected in like manner. The Joint Committee shall be
entitled to receive from the Pension Board an annual report
regarding the operation of the Plan and the benefits thereunder
insofar as they affect the Employees of the Employer and such
additional information as shall be reasonably required for the
purpose of enabling the Committee to be properly informed. The
Joint Committee may make such recommendations as in its
discretion it deems advisable to the Pension Board and the
Union.
- 49 -
58
(h) Clerical Error. If any fact pertaining to eligibility for or
amounts of benefits payable under the Plan to a Participant or
other payee has been misstated, or in the event of clerical
error, the benefits will be adjusted on the basis of the correct
facts in a manner precluding individual selection.
- 50 -
59
Article VIII is amended to read as follows (First Amendment to the Plan)
ARTICLE VIII
RESTRICTIONS ON BENEFITS
8.01 RESTRICTIONS ON PLAN TERMINATION
In the event of Plan termination, the benefit of any Participant or
former Participant who is a highly compensated employee shall be limited
to a benefit that is nondiscriminatory under Section 401(a)(4) of the
Code.
For purposes of this Article VIII, "highly compensated employee" shall
mean highly compensated employee as defined under Section 414(q) of the
Code.
8.02 RESTRICTION ON DISTRIBUTIONS
(a) The annual payments to a restricted Participant shall be limited
to an amount equal to the payments that would be made on behalf
of such restricted Participant under a single life annuity that
is the Actuarial Equivalent of the sum of the restricted
Participant's Accrued Benefit and other benefits under the Plan.
Notwithstanding the foregoing, the restriction set forth in this
Section 8.02 shall not apply in the event that either of the
following requirements is met:
(1) The value of Plan assets equals or exceeds one hundred
ten percent (110%) the value of the Plan's current
liabilities, as defined under Section 412(l)(7) of the
Code, after payment to a restricted Participant of his
"Benefits" as described in paragraph (b) below; or
(2) The value of "Benefits", as described in paragraph (b)
below, of a restricted Participant is less than one
percent (1%) of the value of the Plan's current
liabilities, as defined in Section 412(l)(7) of the
Code.
For purposes of this Section 8.02, "restricted Participant"
means a Participant who is among the twenty-five (25) highest
paid highly compensated employees.
- 51 -
60
(Continued from page 51) (First Amendment to the Plan)
(b) "Benefits", for purposes of this Section 8.02, include
loans in excess of the amounts set forth in section
72(p)(2)(A) of the Code, any periodic income, the value
of any withdrawals made by the Participant, in the event
the Participant is still living, and any death benefits
not provided for by insurance on the Participant's life.
Pages 53, 54 & 55 are now blank pages as the result of this Amendment.
- 52 -
61
This page is Blank.
- 53 -
62
This page is Blank.
- 55 -
63
ARTICLE IX
AMENDMENT AND TERMINATION
9.01 RIGHT TO AMEND OR TERMINATE
This Plan may be amended or modified in whole or in part from time to
time upon agreement between the Employer and the Union; provided,
however, that no amendment:
(a) Shall have the effect of vesting in the Employer or any Related
Employer any interest in or control of any funds, securities or
other property subject to the terms of the Trust;
(b) Shall authorize or permit at any time any part of the corpus or
income of the Trust Fund to be used for or diverted to purposes
other than for the exclusive benefit of Participants and their
Beneficiaries, except as provided in Section 3.04;
(c) Shall have any retroactive effect as to deprive any Participant,
former Participant or Beneficiary of any benefit already
accrued, save only that no amendment made in conformance with
the provisions of the Code or any other statute relating to
employees' trusts, or of any official regulation or rulings
issued pursuant thereto, shall be considered prejudicial to the
rights of any Participant or Beneficiary; and
(d) Shall eliminate an optional form of benefit or decrease an
Accrued Benefit.
- 56 -
64
9.02 TERMINATION
(a) It is the expectation of the Employer that it will continue this
Plan and the payment of contributions hereunder indefinitely,
but the continuation of the Plan is not assumed as a contractual
obligation of the Employer, and the right is reserved by the
Employer at any time to discontinue permanently its
contributions hereunder. In the event that the Plan is
terminated in whole or in part or if contributions by the
Employer are discontinued completely, the benefits then accrued
for all affected Participants shall be fully vested and
nonforfeitable. Notwithstanding the previous sentence, a person
shall have recourse in seeking satisfaction of his benefits
against only the Trust Fund and the PBGC. No Participant or
Beneficiary shall have a claim against the Employer, the Trust
or any Plan fiduciary for any benefit in excess of the amount
funded on the date of the Plan termination.
(b) This Plan may be terminated by the Board at any time, but the
Employer must notify the PBGC of its intention to terminate the
Plan. Such termination shall become effective as set forth in
ERISA.
(c) The funds are to be allocated in such manner as:
(1) To continue benefits which began to be paid three (3)
years before the termination date under the provisions
of the Plan in effect during the five (5) years prior to
termination which would provide the smallest benefit.
Benefits which would be in this category if
- 57 -
65
the Participant eligible for benefits had elected to
begin receipt of such benefit payments at least three
(3) years prior to the termination shall also be
provided;
(2) Then to provide all other insured benefits guaranteed by
the PBGC, including benefits for a substantial owner who
owns directly or indirectly more than ten percent (10%)
of the Employer's voting stock;
(3) Then to provide all other nonforfeitable benefits;
(4) Then to provide all other benefits under the Plan; and
(5) Then to provide a return to the Employer of any balance
due to actuarial error if any assets remain after all
liabilities with respect to Participants, former
Participants and Beneficiaries have been satisfied.
This allocation is intended to fulfill the requirements of
ERISA, and assets shall be allocated on the basis of ERISA
should the above provisions and ERISA differ.
9.03 PARTIAL TERMINATION
In the event the Plan is partially terminated, the Participants affected
shall have a nonforfeitable right to the benefits accrued to the date of
the partial termination.
- 58 -
66
9.04 METHOD OF PAYMENT
Amounts allocated to affected individuals upon termination or partial
termination of the Plan shall be paid through the purchase of annuity
contracts; provided, however, that if the single sum value of an
individual's benefit is three thousand five hundred dollars ($3,500) or
less, payment shall be made in a single sum in cash.
9.05 NOTICE OF AMENDMENT, TERMINATION, OR PARTIAL TERMINATION
Affected Participants shall be notified of an amendment, termination or
partial termination of the Plan as required by the applicable provisions
of ERISA. In the event that any amendment to the Plan would change the
provisions of Section 4.04 with respect to eligibility for a
nonforfeitable benefit, each Participant who has completed at least
three (3) years of Vesting Service shall be entitled to elect, in
accordance with ERISA, to have his right to a nonforfeitable benefit
computed under the Plan without regard to such amendment.
- 59 -
67
ARTICLE X
MISCELLANEOUS
10.01 NO CONTRACT OF EMPLOYMENT
Nothing herein contained shall be construed to constitute a contract of
employment between the Employer and any Employee. The employment
records of the Employer and the Trustee's records shall be final and
binding upon all Employees as to liability and participation.
10.02 MERGER OR CONSOLIDATION OF PLAN, TRANSFER OF ASSETS
Any merger or consolidation of the Plan with another plan or transfer
of Plan assets or liabilities to any other plan shall be effected, in
accordance with such regulations, if any, as may be issued pursuant to
Section 208 of ERISA, in such a manner that each Participant in the
Plan would receive, if the merged, consolidated or transferred plan
were terminated immediately following such event, a benefit which is
equal to or greater than the benefit he would have been entitled to
receive if the Plan had terminated immediately before such event.
10.03 DATA
It shall be a condition precedent to the payment of all benefits under
the Plan that each Participant, former Participant and Beneficiary must
furnish to the Employer such documents, evidence or information as the
Employer considers necessary or desirable for the purpose of
administering the Plan, or to protect the Employer or the Trustee.
- 60 -
68
10.04 RESTRICTIONS UPON ASSIGNMENTS AND CREDITORS' CLAIMS
Except as otherwise provided in the Plan, no Participant, former
Participant or any Beneficiary, or the estate of any such person, shall
have the power to assign, pledge, encumber or transfer any interest in
the Trust Fund while the same shall be in possession of the Trustee.
Any such attempt at alienation shall be void. No such interest shall be
subject to attachment, garnishment, execution, levy or any other legal
or equitable proceeding or process, and any attempt to do so shall be
void. The preceding shall apply also to the creation, assignment or
recognition of any right to any benefit payable with respect to a
Participant pursuant to a domestic relations order, unless such order
is determined to be a qualified domestic relations order, as defined in
Section 414(p) of the Code. A domestic relations order entered before
January 1, 1985 will be treated as a qualified domestic relations order
if payment of benefits pursuant to the order has commenced as of such
date and may be treated as a qualified domestic relations order if
payment of benefits has not commenced as of such date, even though the
order does not satisfy the requirements of Section 414(p) of the Code.
10.05 RESTRICTION OF CLAIMS AGAINST TRUST FUND
The Trust Fund under this Plan and Trust Agreement from its inception
shall be a separate entity aside and apart from the Employer and its
assets. The Trust and the corpus and income thereof shall in no event
and in no manner whatsoever be subject to the rights or claims of any
creditor of the Employer. Neither the establishment of the Trust Fund,
the modification thereof, the creation of any fund or account nor the
payment of any benefits shall be construed as giving any Participant or
any other person whomsoever any legal or equitable rights against the
Employer or the Trustee unless the same shall be specifically provided
for in this Plan.
- 61 -
69
10.06 BENEFITS PAYABLE BY TRUST FUND
All benefits payable under the Plan shall be paid or provided for
solely from the Trust Fund, and the Employer assumes no liability or
responsibility therefor.
10.07 SUCCESSoR TO EMPLOYER
In the event that any successor to the Employer, by merger,
consolidation, purchase or otherwise, shall elect to adopt the Plan,
such successor shall be substituted hereunder for the Employer upon
filing in writing with the Trustee its election to do so.
10.08 APPLICABLE LAW
The Plan shall be construed and administered in accordance with ERISA,
and any judicial review thereunder shall be governed by the "arbitrary
and capricious" standard, and with the laws of the state where the
Employer has its principal office, to the extent that such laws are not
preempted by ERISA.
10.09 INTERNAL REVENUE SERVICE APPROVAL
This amendment and restatement of the Plan shall be effective as of
October 1, 1989 provided that the Employer shall obtain a favorable
determination letter from the Internal Revenue Service that this Plan
and the related Trust Agreement qualify under Sections 401(a) and
501(a) of the Code, as amended. Any modification or amendment of this
Plan may be made retroactive as necessary or appropriate in order to
secure or maintain such qualification.
- 62 -
70
Table 1
EARLY RETIREMENT ADJUSTMENT FACTORS
Number of Years and Months From Retirement Date
to Normal Retirement Date
Months Years: 0 1 2 3 4 5
------ - - - - - -
0 92.8% 85.6% 78.4% 71.2% 64.0%
1 99.4% 92.2% 85.0% 77.8% 70.6% 63.7%
2 98.8% 91.6% 84.4% 77.2% 70.0% 63.4%
3 98.2% 91.0% 83.8% 76.6% 69.4% 63.1%
4 97.6% 90.4% 83.2% 76.0% 68.8% 62.8%
5 97.0% 89.8% 82.6% 75.4% 68.2% 62.5%
6 96.4% 89.2% 82.0% 74.8% 67.6% 62.2%
7 95.8% 88.6% 81.4% 74.2% 67.0% 61.9%
8 95.2% 88.0% 80.8% 73.6% 66.4% 61.6%
9 94.6% 87.4% 80.2% 73.0% 65.8% 61.3%
10 94.0% 86.8% 79.6% 72.4% 65.2%. 61.0%
11 93.4% 86.2% 79.0% 71.8% 64.6% 60.7%
Months Years: 6 7 8 9 10
------ - - - - --
0 60.4% 56.8% 53.2% 49.6% 46.0%
1 60.1% 56.5% 52.9% 49.3%
2 59.8% 56.2% 52.6% 49.0%
3 59.5% 55.9% 52.3% 48.7%
4 59.2% 55.6% 52.0% 48.4%
5 58.9% 55.3% 51.7% 48.1%
6 58.6% 55.0% 51.4% 47.8%
7 58.3% 54.7% 51.1% 47.5%
8 58.0% 54.4% 50.8% 47.2%
9 57.7% 54.1% 50.5% 46.9%
10 57.4% 53.8% 50.2% 46.6%
11 57.1% 53.5% 49.9% 46.3%
- 64 -
71
Table II
JOINT AND SURVIVOR ADJUSTMENT FACTORS
50% CONTINUATION TO SPOUSE
Spouse's Participant's Age
--------------------------------------------------------------------------------------------------------
Age 55 56 57 58 59 60 61 62 63 64 65 66
45 84.7 83.6 82.4 81.3 80.2 79.0 77.7 76.3 74.8 73.4 72.0 70.8
46 85.1 84.0 82.9 81.8 80.6 79.4 78.1 76.7 75.3 73.9 72.5 71.3
47 85.6 84.5 83.4 82.3 81.1 79.9 78.6 77.2 75.8 74.5 73.1 71.9
48 86.1 85.0 83.9 82.8 81.6 80.4 79.2 77.8 76.4 75.0 73.6 72.4
49 86.5 85.4 84.3 83.3 82.2 81.0 79.7 78.3 76.9 75.6 74.2 73.0
50 87.0 85.9 84.8 83.8 82.7 81.5 80.2 78.8 77.5 76.1 74.7 73.5
51 87.5 86.4 85.3 84.3 83.2 82.0 80.7 79.4 78.0 76.7 75.3 74.1
52 88.0 87.0 85.9 84.8 83.7 82.5 81.3 80.0 78.6 77.3 75.9 74.7
53 88.5 87.5 86.4 85.4 84.3 83.1 81.9 80.6 79.2 77.9 76.5 75.3
54 88.9 87.9 86.9 85.9 84.9 83.7 82.5 81.2 79.8 78.5 77.2 76.0
55 89.4 88.4 87.4 86.4 85.4 84.3 83.1 81.8 80.4 79.1 77.8 76.6
56 89.9 88.9 87.9 87.0 86.0 84.9 83.7 82.4 81.0 79.7 78.4 77.2
57 90.4 89.4 88.4 87.5 86.5 85.4 84.3 83.0 81.7 80.4 79.1 77.9
58 90.8 89.9 89.0 88.1 87.1 86.0 84.9 83.6 82.3 81.1 79.8 78.6
59 91.3 90.4 89.5 88.6 87.6 86.6 85.5 84.2 83.0 81.7 80.5 79.3
60 91.7 90.9 90.0 89.1 88.2 87.2 86.1 84.9 83.6 82.4 81.2 80.0
61 92.2 91.4 90.5 89.7 88.8 87.8 86.7 85.5 84.3 83.1 81.9 80.7
62 92.6 91.8 90.9 90.1 89.3 88.3 87.3 86.1 84.9 83.8 82.6 81.4
63 93.0 92.2 91.4 90.6 89.8 88.9 87.9 86.7 85.6 84.5 83.3 82.1
64 93.4 92.6 91.8 91.1 90.3 89.4 88.4 87.3 86.2 85.2 84.1 82.8
65 93.8 93.1 92.3 91.6 90.8 89.9 89.0 87.9 86.9 85.8 84.8 83.5
66 94.2 93.5 92.8 92.1 91.3 90.5 89.6 88.6 87.5 86.5 85.5 84.2
67 94.6 93.9 93.2 92.5 91.8 91.0 90.2 89.2 88.2 87.2 86.2 84.9
68 94.9 94.3 93.6 93.0 92.3 91.5 90.7 89.8 88.8 87.9 86.9 85.6
69 95.3 94.7 94.1 93.5 92.8 92.1 91.3 90.4 89.5 88.6 87.7 86.3
70 95.6 95.4 95.1 94.5 93.9 93.4 92.8 91.0 90.1 89.3 88.4 87.0
*Age nearest birthday on Retirement Date.
Factors for other age combinations will be determined in a manner consistent
with the manner used in determining these factors.
These factors are for the Life-No Death Benefit Form.
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72
CONTINGENT PENSIONER ADJUSTMENT FACTORS
Contingent Pensioner's Age Participant's Age
-------------------------- -----------------
55 60 65 70
-- -- -- --
With Full Continuation to Contingent
Pensioner.
45 77.8% 69.7% 60.4% 50.4%
50 81.7% 73.9% 64.5% 54.2%
55 85.5% 78.3% 69.3% 58.8%
60 89.0% 82.9% 74.7% 64.4%
65 92.3% 87.5% 80.4% 71.0%
70 94.8% 91.4% 86.0% 78.0%
With Two-Thirds Continuation to
Contingent Pensioner.
45 84.0% 77.5% 69.5% 60.4%
50 87.0% 80.9% 73.1% 64.0%
55 89.8% 84.4% 77.2% 68.1%
60 92.4% 87.9% 81.5% 73.1%
65 94.7% 91.3% 86.0% 78.6%
70 96.5% 94.1% 90.2% 84.2%
With One-Half Continuation to
Contingent Pensioner.
45 87.5% 82.1% 75.3% 67.0%
50 89.9% 85.0% 78.4% 70.3%
55 92.2% 87.9% 81.9% 74.1%
60 94.2% 90.6% 85.5% 78.4%
65 96.0% 93.3% 89.1% 83.0%
70 97.3% 95.5% 92.5% 87.6%
*Age nearest birthday on Retirement Date, or on date contingent Pensioner option
becomes effective, if later.
Factors for other age combinations will be determined in a manner consistent
with the manner used in determining these factors.
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