EXHIBIT 10.13
AMENDMENT NINE TO
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RETIREMENT PLAN FOR EMPLOYEES OF
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CAPITAL SOUTHWEST CORPORATION AND ITS AFFILIATES
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As Amended and Restated Effective April 1, 1989
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WHEREAS, effective as of April 1, 1989, the Retirement Plan for
Employees of Capital Southwest Corporation and Its Affiliates (the "Plan") was
amended and restated in its entirety;
WHEREAS, by the terms of Section 6.4 of the Plan, the Plan may be
amended; and
WHEREAS, it is desirable that the Plan be amended to reduce the limit
for mandatory cash-outs of small benefits;
NOW, THEREFORE, Section 3.2 of the Plan is hereby amended, effective as
of March 27, 2005, to read in its entirety as follows:
"3.2 - LUMP-SUM PAYMENT OF SMALL RETIREMENT INCOME
Notwithstanding any provision of the Plan to the contrary, if
the single-sum value of the retirement income or other benefit payable
on behalf of any Participant hereunder whose retirement income or other
benefit payments have not commenced does not exceed $5,000, the
following provisions shall apply. A distribution under this Section 3.2
will not be permitted after the Annuity Starting Date and will not be
permitted in the case of a Participant who is entitled to disability
retirement income payments. For the purposes of the Plan, a payment
shall not be considered to occur after the Annuity Starting Date merely
because actual payment is reasonably delayed for calculation of the
benefit amount if all payments due are actually made. Once a
determination has been made by the Committee as to whether or not a
lump-sum payment may be payable as of the date of termination of the
Participant's service under the provisions of this Section 3.2,
calculations shall not be required as of any subsequent date to
determine whether or not a lump-sum amount is payable under this
Section 3.2; provided, however, that the Committee shall have the right
(but shall be under no obligation) to establish, on a nondiscriminatory
and uniformly applied basis, subsequent dates as of which calculations
shall be made to determine whether or not (due to changes in the
actuarial assumptions used to compute lump-sum distributions or due to
a change in the maximum permissible involuntary cash-out amount)
lump-sum amounts are payable under this Section 3.2 as of any such
subsequent date on behalf of those Participants whose service had been
terminated prior to such date but whose retirement income or other
benefit payments have not commenced.
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(A) Involuntary Cash-Out: If the single-sum value of the
benefit payable on behalf of the Participant does not exceed $1,000,
the actuarial equivalent of such benefit shall be paid in a lump sum.
(B) Voluntary Cash-Out: If the single-sum value of the benefit
payable on behalf of the Participant is greater than $1,000 but does
not exceed $5,000, the Participant (or his Beneficiary, in the event of
the Participant's death) may elect to receive the actuarial equivalent
(determined using the interest and mortality assumptions that are being
used as of the Annuity Starting Date to determine actuarially
equivalent lump-sum distributions) of such benefit in a lump-sum
distribution or in such other form of payment as is permitted under the
Plan, commencing as of the Annuity Starting Date. Such election must be
in writing and must be filed with the Committee within 90 days after
the date as of which the Committee informs him in writing of the
actuarially equivalent value of such benefits. Payment of the elected
benefit must be made or commence within 90 days after such election.
(C) Lump-Sum Cash-Out of Zero Vested Accrued Benefits: For the
purposes of the Plan, if the present value of the vested accrued
benefit that is payable on behalf of any Participant whose service is
or has been terminated (either before, on or after the Effective Date
of the Plan) is zero, the Participant shall be deemed to have received
a distribution of such vested accrued benefit as of the date of
termination of his service."
IN WITNESS WHEREOF, CAPITAL SOUTHWEST CORPORATION has caused this
instrument to be executed by its duly authorized officer on this ____ day of
March, 2005.
CAPITAL SOUTHWEST CORPORATION
By __________________________
Title: ______________________