EXHIBIT 10(i)
21st CENTURY INSRUANCE GROUP
PENSION PLAN
1994 AMENDMENT AND RESTATEMENT
ARTICLE I
NAME AND EFFECTIVE DATE
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The Plan established and adopted hereunder is known as the "21st Century
Insurance Group Pension Plan" (hereinafter referred to as the "Plan") and was
originally effective January 1, 1988. This 2000 Restatement of the Plan sets
forth the provisions of the Plan as it has been amended from time to time. The
effective dates of said amendments are as set forth in the various documents
amending the Plan, up to and including Amendments No. One and Two to the 1994
Amendment and Restatement.
This Plan evidences the terms and conditions of a defined benefit pension
plan for the benefit of the covered Employees of 21st Century Insurance Group
(hereinafter referred to as the "Company") and any Affiliated Company that may
participate in maintaining this Plan pursuant to the provisions set forth
hereinbelow. The Plan, which is intended to constitute a qualified pension plan
for purposes of Internal Revenue Code ("Code") Sections 401(a) and 501(a), shall
be maintained and administered for the exclusive benefit of Plan Participants
and their Beneficiaries.
ARTICLE II
DEFINITIONS
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2.1 Actuarial Equivalent or Equivalent Actuarial Value. "Actuarial
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Equivalent" or "Equivalent Actuarial Value" shall mean an equivalent or
equivalent value determined by reference to the dollar value of any benefit
(except for benefits paid in a lump sum) on a specified date, computed on the
basis of an 8% per annum rate of interest and utilizing the applicable mortality
table under Section 417(e) of the Code, as set forth in Appendix II. The dollar
value of a single sum benefit shall be computed using the interest rate on
30-year Treasury securities as specified by the Commissioner of Internal Revenue
for the first full calendar month preceding the first day of the Plan Year that
includes the Annuity Starting Date for the distribution, and the mortality table
under Section 417(e) of the Code, as set forth in Appendix II.
2.2 Affiliated Company. "Affiliated Company" shall mean
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(a) Any corporation which is included in a controlled group of
corporations, within the meaning of Section 414(b) of the Code, of which
group the Company is also a member,
(b) Any trade or business which is under common control with the
Company within the meaning of Section 414(c) of the Code,
(c) Any member of an affiliated service group, within the meaning
of Section 414(m) of the Code, that includes the Company, and
(d) Any other entity required to be aggregated with the Company
pursuant to regulations under Code Section 414(o).
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2.3 Annuity Starting Date. "Annuity Starting Date" shall mean the
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first day of the first period for which an amount is payable as an annuity or in
any other form.
2.4 Beneficiary. "Beneficiary" shall mean the person or persons last
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designated as such by a Participant in accordance with the provisions of Section
6.6 and entitled to benefits hereunder upon the death of such Participant, or if
there is no such properly designated Beneficiary surviving, the person or
persons designated in Section 6.6 to receive the interest of a deceased
Participant in such event.
2.5 Board of Directors. "Board of Directors" or "Board" shall mean the
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Board of Directors of the Company.
2.6 Code. "Code" shall mean the Internal Revenue Code of 1986, as in
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effect on the date of execution of this Plan document and as thereafter amended
from time to time.
2.7 Committee. "Committee" shall mean the Committee described in
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Article XII of this Plan.
2.8 Company. "Company" shall mean 21st Century Insurance Group.
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2.9 Compensation.
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(a) "Compensation" shall mean any cash compensation paid by the
Participating Employer during a Plan Year by reason of services performed
by an Employee, including overtime pay, bonuses, and compensation, plus
compensation deferral contributions under the 21st Century Insurance Group
Savings and Security Plan and amounts excludable from income under a Code
Section 125 or 129 plan of a Participating Employer; subject, however, to
the following special rules and to the provisions of Section 2.9(b). The
following shall not be taken into account in determining Compensation:
(i) Fringe benefits, and contributions by the Participating
Employer to and benefits under any employee benefit plan, except for
amounts that are excluded from an Employee's income under Code
Sections 402(e)(3), 125 and 129;
(ii) Amounts included in any Employee's gross income with
respect to life insurance as provided by Code Section 79;
(iii) Amounts paid to Employees as special remuneration based
on profits, discretionary judgment bonuses, severance pay or other
special payments;
(b) Solely for purposes of Article XVII (relating to certain
limitations on certain annual additions to or benefits from employee
pension benefit plans) and Article XIX of this Plan (relating to special
rules applicable to certain Top-Heavy plans), the term "Compensation" shall
mean wages as defined in Section 3401(a) for purposes of income tax
withholding at the source but determined without regard to any rules that
limit the remuneration included in wages based on the nature or location of
the employment or the services performed (such as the exception for
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agricultural labor in Section 3401(a)(2)). For purposes of applying the
limitations of Article XVII, Compensation as defined in this Subsection (b)
for a Limitation Year (as defined in Article XVII) shall be subject to the
limitations of Paragraphs (i) and (ii) below.
(i) For Limitation Years that begin after December 31, 1991
and before January 1, 1998, Compensation shall include only amounts
actually paid or includible in gross income during such Limitation
Year.
(ii) For Limitation Years beginning on and after January 1,
1998, in addition to amounts taken into account under Paragraph (i)
above, Compensation shall also include amounts not actually paid or
includible in income that either (A) qualify for treatment under Code
Section 401(k), or (B) are deducted from a Participant's remuneration
under a plan which satisfies the requirements of Section 125 or 129 of
the Code.
For purposes of applying the requirements of Article XIX, Compensation for
a Plan Year determined in accordance with this Subsection (b) shall be
limited as provided in Subsections (c) and (d) below.
(c) For Plan Years beginning prior to January 1, 1994, the annual
Compensation of each Participant taken into account under this Section 2.9
for any Plan Year shall not exceed $200,000, as adjusted by the Secretary
of the Treasury at the same time and in the same manner as under Section
415(d) of the Code. In determining the Compensation of a Participant for
purposes of this limitation, the rules of Section 414(q)(6) of the Code
shall apply, except in applying such rules, the term "family" shall include
only the Spouse of the Participant and any lineal descendants of the
Participant who have not attained age 19 before the close of the year. If,
as a result of the application of such rules, the adjusted $200,000
limitation is exceeded, then the limitation shall be prorated among the
affected individuals in proportion to each such individual's Compensation
as determined under this Section prior to the application of this
limitation.
(d) In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary,
for Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Employee taken into account under the Plan shall not
exceed the "OBRA '93 annual compensation limit." The OBRA '93 annual
compensation limit is $150,000, as adjusted for the Commissioner of the
Internal Revenue for increases in the cost of living in accordance with
Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which
Compensation is determined ("determination period") beginning in such
calendar year. If a determination period consists of fewer than 12 months,
the OBRA '93 annual compensation limit will be multiplied by a fraction,
the numerator of which is the number of months in the determination period,
and the denominator of which is 12. For Plan Years beginning on or after
January 1, 1994, any reference in the Plan to the limitation under Code
Section 401(a)(17) shall mean the OBRA '93 annual compensation limit set
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forth in this provision. If Compensation for any prior determination period
is taken into account in determining an employee's benefits accruing in the
current Plan Year, the Compensation for that determination period is
subject to the OBRA '93 annual compensation limit in effect for that prior
determination period. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or after January
1, 1994, the OBRA '93 annual compensation limit is $150,000.
2.10 Early Retirement Date. Any Participant who has attained age
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fifty-five (55) and completed ten (10) one-year Periods of Service may elect to
retire on an Early Retirement Date selected by such Participant in accordance
with the Participant's Qualified Election, which may be made at any time after
the Participant is eligible for an early retirement benefit pursuant to Section
7.2. Such Early Retirement Date may be the first (1st) day of any month which
is after satisfaction of such requirement and prior to such Participant's Normal
Retirement Age.
2.11 Effective Date. "Effective Date" shall mean the original effective
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date of this Plan, which is January 1, 1988.
2.12 Election Period. "Election Period" shall mean, with respect to a
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Qualified Election, the 90-day period ending on the Annuity Starting Date.
2.13 Eligible Employee.
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(a) "Eligible Employee" shall mean any Employee of a Participating
Employer, except as provided below in this Section 2.13:
(b) The term "Eligible Employee" shall not include any person in
one or more of the following categories:
(i) Any person who is covered by a collective bargaining
agreement to which a Participating Employer is a party, unless the
collective bargaining agreement provides for coverage under this Plan.
(ii) Any non-resident alien who receives no earned income
(within the meaning of Code Section 911(d)(2)) from the Participating
Employer that constitutes income from sources within the United States
(within the meaning of Code Section 861(a)(3)).
(iii) Any person who is a "leased employee" within the
meaning of Code Section 414(n).
(iv) Any person who is an "employee" within the meaning of
Code Section 401(c)(3).
(v) Any person who is recorded on the books and records of a
Participating Employer or an Affiliated Company as an independent
contractor, a worker provided by a temporary staffing agency, and an
individual with respect to whom a written agreement governing the
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relationship between such person and a Participating Employer or
Affiliated Company provides in substance that such person shall not be
an Eligible Employee hereunder.
(c) The preceding provisions of this Section 2.13 shall be given
effect notwithstanding any classification or reclassification of a person
as an employee or common law employee of a Participating Employer or
Affiliated Company or as a member of any other category of person not
excluded under the preceding provisions of this Section 2.13, by reason of
action taken by any tax or other governmental authority. In the event that
a person rendering services to a Participating Employer or to an Affiliated
Company in an excluded category is classified or reclassified by reason of
action taken by any tax or other governmental authority, or by a
Participating Employer or Affiliated Company, such individual shall
continued to be excluded under this Plan unless specifically included
hereunder by the terms of an amendment to this Plan or by the terms of a
written instrument executed by such person and a Participating Employer.
(d) The categories of excluded persons described above in this
Section 2.13 are not mutually exclusive, it being contemplated that certain
categories described above may include persons in one or more other
categories, with the result that an individual may be excluded under more
than one category set forth herein.
2.13A Employee.
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(a) "Employee" shall mean each person currently employed in any
capacity by the Company or an Affiliated Company, any portion of whose
Compensation paid by the Company or an Affiliated Company is subject to
withholding of income tax and/or for whom Social Security contributions are
made by the Company or an Affiliated Company;
(b) In addition, "Employee" shall mean leased employees within the
meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, if
such leased employees constitute less than twenty percent of the Company's
nonhighly compensated work force within the meaning of Section
414(n)(5)(C)(ii) of the Code, the term "Employee" shall not include those
leased employees covered by a plan described in Section 414(n)(5) of the
Code unless otherwise provided by the terms of this Plan.
(c) Although Eligible Employees are the only class of Employees
eligible to participate in this Plan, the term "Employee" is used to refer
to persons employed in a non-Eligible Employee capacity as well as Eligible
Employee category. Thus, those provisions of this Plan that are not limited
to Eligible Employees, such as those relating to Periods of Service, apply
to both Eligible and non-Eligible Employees.
2.14 Employment Commencement Date. "Employment Commencement Date" shall
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mean each of the following:
(a) The date on which an Employee first performs an hour of
service in any capacity for the Company or an Affiliated Company with
respect to which the Employee is compensated or is entitled to cash
remuneration by the Company or the Affiliated Company.
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(b) In the case of an Employee whose employment is terminated and
who is reemployed by the Company or an Affiliated Company after he/she
incurs a Period of Severance, the term "Employment Commencement Date" shall
also mean the first day following the termination of employment on which
the Employee performs an hour of service for the Company or an Affiliated
Company with respect to which he/she is compensated or entitled to cash
remuneration by the Company or an Affiliated Company.
2.15 Entry Date. "Entry Date" shall mean the first day of the next month
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following the Employee's attainment of age twenty (20) and completion of
one-year Period of Service.
2.16 ERISA. "ERISA" shall mean the Employee Retirement Income Security
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Act of 1974 and all amendments thereto and regulations thereunder.
2.17 Highly Compensated Employee.
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(a) "Highly Compensated Employee" shall mean any Employee who
(i) was a Five Percent Owner at any time during the Plan Year
or the preceding Plan Year, or
(ii) for the preceding Plan Year received Compensation from
the Company or an Affiliated Company in excess of $85,000, as adjusted
by the Secretary of the Treasury at the same time and in the same
manner as under Code Section 415(d), except that the base period for
such adjustment shall be the calendar quarter ending September 30,
1996.
(b) Determination of a Highly Compensated Employee shall be in
accordance with the following special rules:
(i) An Employee shall be treated as a five percent owner for
any Plan Year if at any time during such Plan Year such Employee was a
five percent owner (as defined in Section 20.6(b)(iii)).
(ii) For purposes of this Section, the term "Compensation"
means Compensation determined in accordance with Section 414(s) of the
Code; provided, however, the determination under this Paragraph (vi)
shall be made without regard to Code Sections 125, 402(a)(8), and
401(h)(1)(B), and in the case of Company or Affiliated Company,
Employer contributions made pursuant to a salary reduction agreement,
without regard to Section 403(b).
(iv) A former Employee shall be treated as a Highly
Compensated Employee if:
(A) such Employee was a Highly Compensated Employee when
the employment of such Employee with the Company and all
Affiliated Companies terminated, or
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(B) such Employee was a Highly Compensated Employee at
any time after attaining age 55.
(v) Code Sections 414(b), (c), (m), (n), and (o) shall be
applied before the application of this Section 2.17.
(c) To the extent permissible under Code Section 414(q), the
Committee may determine which Employees shall be categorized as Highly
Compensated Employees by applying a simplified method prescribed by the
Internal Revenue Service.
2.18 Investment Manager. "Investment Manager" shall mean the one or more
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Investment Managers, if any, that are appointed pursuant to the provisions of
Section 12.3.
2.19 Late Retirement Date. In the event that a Participant shall continue
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to be an Employee after his/her Normal Retirement Age, the retirement date of
such a Participant will be postponed until the first day of the month coincident
with or next following the date on which he/she actually retires. Any such
Participant shall be entitled to retire at any date beyond his/her Normal
Retirement Age, or he/she may be retired by the Participating Employer on any
such Late Retirement Date, subject, however, to the requirements of any
applicable federal or state laws governing compulsory retirements.
2.20 Normal Retirement Age. "Normal Retirement Age" shall mean the date
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the Participant attains age sixty-five (65).
2.21 Participant. "Participant" shall mean any Employee of the
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Participating Employer who meets the eligibility requirements of Article III of
this Plan.
2.22 Participating Employer. "Participating Employer" shall mean each
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unit, division or other segment of the Company to which this Plan is extended by
action of the Board of Directors, and each unit, division or other segment of an
Affiliated Company (or similar entity), which unit, division or segment has been
granted permission by the Board of Directors to participate in this Plan,
provided contributions are being made hereunder for Eligible Employees of such
Participating Employer. This permission shall be granted under such conditions
and upon such conditions as the Board of Directors deems appropriate.
2.23 Period of Service. "Period of Service" shall mean a period of time
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computed under an "elapsed time" method, as follows:
(a) An Employee shall be credited with a Period of Service equal
to the elapsed time between his/her Employment Commencement Date and the
date on which he/she commences a Period of Severance.
(b) If an Employee incurs a Period of Severance and is
subsequently reemployed as an Employee, he/she shall be credited with a
Period of Service pursuant to the following rules:
(i) An Employee shall receive credit for a Period of
Severance as if it were a Period of Service if such Period of
Severance commences by reason of a quit, discharge or retirement and
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the Participant is reemployed as an Employee within 12 months after
the commencement of such Period of Severance.
(ii) An Employee shall receive credit for a Period of
Severance as if it were a Period of Service if such Period of
Severance commences by reason of a quit, discharge or retirement
during a time in which such Employee is absent from service for a
reason other than quit, discharge or retirement and the Employee is
reemployed as an Employee within 12 months after his/her initial
absence from service.
(iii) Except as provided in Sections 2.23(b)(i) and (ii)
hereof, the Period of Severance shall not be included in the
Employee's Period of Service and, subject to Section 2.23(c) hereof,
all of an Employee's Periods of Service shall be aggregated for
purposes of the Plan.
(c) If an Employee who has not received credit for at least five
one-year Periods of Service has a Period of Severance equal to the greater
of (i) five years, or (ii) the aggregate number of years of his/her Period
of Service before such Period of Severance, then his/her prior Periods of
Service shall be disregarded for all purposes of the Plan. Otherwise an
Employee's total Period of Service shall be determined by aggregating all
of the Employee's individual Periods of Service; however, no Periods of
Service shall be included that are not required to be taken into account
under Code Section 401(a)(5).
(d) Notwithstanding any other provision of this Plan, service
performed by Employees for an Affiliated Company (or a unit or division of
such Participating Employer or the Company) prior to the date as of which
such entity becomes an Affiliated Company (or a unit or division of such
company or the Company) shall not be taken into account in computing
Periods of Service for any purpose of this Plan, except to the extent and
in the manner determined by resolution of the Board of Directors.
2.24 Period of Severance. "Period of Severance" means:
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(a) The period of time commencing on the earlier of (i) the date
on which an Employee quits, retires, is discharged, or dies; or (ii) the
first anniversary of the first date of a period in which an Employee
remains absent from service (with or without pay) with the Company and all
Affiliated Companies for any reason other than quit, retirement, discharge
or death (such as vacation, holiday, sickness, disability, leave of absence
or layoff), and continuing until the first day, if any, on which the
Participant completes one or more hours of service for which he/she is
directly or indirectly paid by the Company or an Affiliated Company for the
performance of duties as an Employee.
(b) In the case of an Employee who is absent from work for
maternity or paternity reasons, no Period of Severance shall commence until
the second anniversary of the first date of such leave of absence. The
period between the date of commencement of an absence for maternity or
paternity reasons and the first anniversary thereof shall be considered a
Period of Service; the period between the first and second anniversaries of
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the commencement of such absence shall be considered neither a Period of
Service nor a Period of Severance. For purposes of this Section 2.24(b), an
absence from work for maternity or paternity reasons means an absence:
(i) by reason of pregnancy of the Employee,
(ii) by reason of the birth of a child of the Employee,
(iii) by reason of the placement of a child with the Employee
in connection with the adoption of such child by such Employee, or
(iv) for purposes of caring for such child for a period
beginning immediately following such birth or placement.
2.25 Plan. "Plan" shall mean the 21st Century Insurance Group Pension
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Plan described herein, as it may be amended from time to time.
2.26 Plan Administrator. "Plan Administrator" shall mean the
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administrator of the Plan within the meaning of Section 3(16)(A) of ERISA. The
Plan Administrator shall be the Company.
2.27 Plan Year. "Plan Year" shall mean the twelve (12) month period
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beginning on January 1 and ending on the following December 31.
2.28 Qualified Election. "Qualified Election" shall mean any Participant
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election relating to a waiver of the Qualified Joint and Survivor Annuity and
election of an optional form, a designation of a Beneficiary, or a consent to an
Annuity Starting Date which is prior to his/her Normal Retirement Age, which
election acknowledges the effect of such election and is made during the
applicable Election Period in accordance with the requirements of this Section
2.30 and in the manner and form as prescribed by the Committee.
(a) To the extent required under Section 417 of the Code, no
election by a Participant shall be deemed to be a Qualified Election unless
the Spouse, if any, of the Participant consents in writing to (i) the
designation of any Beneficiary in addition to or other than the Spouse,
(ii) the specified optional form of benefit elected by the Participant
(including remaining benefits that the Beneficiary may receive), and (iii)
if the Annuity Starting Date is prior to the Participant's Normal
Retirement Age and benefits are not paid as a Qualified Joint and Survivor
Annuity, the Annuity Starting Date. The consent of the Spouse shall
acknowledge the effect of such consent and shall be witnessed by a Plan
Representative or a notary public.
(b) Notwithstanding the requirement for the consent of a Spouse,
if the Participant warrants to the Committee that such written consent may
not be obtained because there is no Spouse or the Spouse cannot be located
or for any other reason as the Committee determines to be consistent with
the requirements of Section 417 of the Code, a Participant's election
without spousal consent may be deemed a Qualified Election; provided,
however, that the Committee may require the Participant in such case to
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produce such evidence of the Spouse's unavailability or other circumstances
as the Committee deems to be appropriate.
(c) A Qualified Election under this provision will be valid only
with respect to the Spouse who consented to the Qualified Election, or in
the event of a Qualified Election in which the Spouse's consent has not
been obtained, with respect to a designated Spouse (e.g., that Spouse who
cannot be located).
(d) Any election by a Participant to change a Qualified Election
shall be subject to the spousal consent requirements of this Section 2.28.
Subject to the foregoing (relating to a change by a Participant), the
consent by a Spouse to a Qualified Election shall be irrevocable. The
number of changes in a Qualified Election by a Participant shall not be
limited during any applicable Election Period.
(e) An election by a Participant which, by reason of a failure to
obtain required spousal consent could not be given effect when made, may
later be given effect if at the relevant date the Participant has no Spouse
or is not then otherwise required to have spousal consent.
2.29 Qualified Joint and Survivor Annuity. "Qualified Joint and Survivor
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Annuity" means an annuity for the life of the Participant with a fifty percent
(50%) survivor annuity for the life of his/her Spouse, and which is the
Actuarial Equivalent of a single life annuity for the life of the Participant.
2.30 Qualified Preretirement Survivor Annuity. "Qualified Preretirement
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Survivor Annuity" means a survivor annuity for the life of the surviving Spouse
of the Participant under which the periodic payments to the surviving Spouse are
not less than the periodic payments that would be payable under the Qualified
Joint and Survivor Annuity (or the Actuarial Equivalent thereof) if --
(a) In the case of a Participant who dies after reaching the
earlier of Early Retirement Date or Normal Retirement Age, the Participant
had retired with an immediate Qualified Joint and Survivor Annuity on the
day before his/her death, or
(b) In the case of a Participant who dies on or before the date on
which he/she would have attained the earlier of Early Retirement Date or
Normal Retirement Age, the Participant had separated from service on the
date of death, survived to the earlier of Early Retirement Date or Normal
Retirement Age, commenced to receive payments under an immediate Qualified
Joint and Survivor Annuity at his/her earlier of Early Retirement Date or
Normal Retirement Age, and died on the day after the day on which he/she
would have attained the earlier of Early Retirement Date or Normal
Retirement Age.
2.31 Spouse. "Spouse" shall mean the person to whom a Participant is
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married as of the date such Participant's benefits commence or, in the case of a
deceased Participant, the person to whom such deceased Participant is married on
the date of his/her death. To the extent required by a qualified domestic
relations order, a former spouse shall be treated as a Spouse.
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2.32 Total and Permanent Disability. An individual shall be considered to
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be suffering from a Total and Permanent Disability if the Committee determines
that he/she is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment. An individual's
disabled status shall be determined by the Committee, based on such evidence as
the Committee determines to be sufficient, including, but not limited to,
examination at the Company's expense by a physician of the Company's choice.
2.33 Trust Agreement. "Trust Agreement" shall mean the Agreement between
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the Company and the one or more persons serving as Trustee hereunder, under
which the Trustee agrees to hold, administer, and dispose of the assets of the
Plan (or any successor Trust Agreement adopted by the Company).
2.34 Trust Fund or Trust. "Trust Fund" or "Trust" shall mean the assets
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(contributions and income earned thereon) of the Plan held under the Trust
Agreement.
2.35 Trustee. "Trustee" shall mean the person(s) or corporation (or
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successor(s) thereto) who acts as Trustee as provided in the Trust Agreement and
who signifies acceptance of this responsibility as a fiduciary of the Plan by
joining in the execution of the documents creating or amending the Trust
Agreement.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
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3.1 Eligibility to Participate. Each Eligible Employee shall become
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eligible to participate in the Plan on the later of the date he/she (a)
completes a one (1) year Period of Service or (b) attains age twenty (20),
provided he/she is then an Eligible Employee.
3.2 Commencement of Participation. Each Eligible Employee shall be
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entitled to commence participation in this Plan on the Entry Date following
his/her completion of the requirements set forth in Section 3.1, provided he/she
is an Eligible Employee on such Entry Date. If a Participant ceases to be an
Eligible Employee but continues as an Employee, he/she shall be eligible to
resume participation as of the date he/she again becomes an Eligible Employee.
3.3 Eligibility of Former Employees. A vested Participant or a
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non-vested Participant, whose Period of Service cannot be disregarded under
Section 2.23(c), whose employment terminates, and who is re-employed after a
Period of Severance shall be eligible to participate on his/her subsequent
Employment Commencement Date as an Eligible Employee. A re-employed former
Employee who was not previously a Participant shall become a Participant in
accordance with the requirements of Section 3.1.
3.4 USERRA. Notwithstanding any provision of the Plan to the contrary,
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contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Section 414(u) of the Code.
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ARTICLE IV
PARTICIPATING EMPLOYER CONTRIBUTIONS
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4.1 Trust Fund and Trust Agreement. The Committee will establish a Trust
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Fund pursuant to one or more Trust Agreements. Any Trust Agreement may permit a
Trustee or Trustees to manage and operate a Trust Fund and to receive, hold,
invest and disburse such contributions, interest and other income as may be
necessary to carry out this Plan. The Committee will, pursuant to such a Trust
Agreement, establish the authority of such a Trustee and such other provisions
as are necessary or desirable to accomplish the purposes of such a Trust. The
Committee may modify any Trust Agreement from time to time to accomplish the
purposes of this Plan.
4.2 Contributions. The Company intends that this Plan shall constitute
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a qualified pension plan under Code Section 401, or any amendments thereto, and
all Participating Employer contributions to the Trust Fund are conditioned upon
the deductibility thereof under Code Section 404, or any amendments thereto;
provided, however, that such contributions may be returned to the Participating
Employer only in accordance with the provisions of Section 4.3.
4.3 Irrevocability. The Participating Employer shall have no right or
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title to, nor interest in, the Participating Employer contributions made to the
Trust Fund, and no part of the Trust Fund shall revert to the Participating
Employer, except that on and after the Effective Date funds may be returned to
the Participating Employer as follows:
(a) In the case of a contribution which is made by a mistake of
fact, such contribution may be returned to the Participating Employer
within one (1) year after it is made.
(b) In the case of a contribution conditioned on the deductibility
thereof under Code Section 404 (or any successor statute thereto), such
contribution may, to the extent such deduction is disallowed, be returned
to the Participating Employer within one (1) year after such disallowance.
(c) In the case of any residual assets remaining after
satisfaction of all liabilities of this Plan, a distribution may be made of
such residual assets in accordance with the provisions of Article XV.
4.4 Participating Employer Not Obligated to Continue Contributions.
--------------------------------------------------------------
(a) The Participating Employer contemplates making such
contributions to the Fund for the purposes of providing benefits under the
Plan as shall maintain the Trust Fund at an amount at least equal to the
amount necessary to meet the objectives of the Plan and to satisfy the
minimum funding requirements of ERISA, if any be applicable.
(b) Nothing contained in this Plan shall, at any time or under any
circumstances, be deemed to impose any obligation or liability on the
Participating Employer to make any contributions either to the Trust Fund
or to any person whatever. Except as is provided under Subtitle D of Title
IV of ERISA, neither the Company, the Committee, nor any funding agent
shall be liable in any manner if the Trust Fund shall at any time be
12
insufficient for the payment of any of the benefits provided for under this
Plan. Such benefits are to be payable only from the Trust Fund to the
extent that it shall suffice therefor.
(c) The Participating Employer shall not be required to make any
contribution for any year that is not deductible for income tax purposes by
the Participating Employer in such year.
4.5 Employee Contributions. No contributions from Participants shall
----------------------
be required or permitted under this Plan.
ARTICLE V
RETIREMENT BENEFITS
-------------------
5.1 Normal Retirement Benefit. Upon retirement at his/her Normal
-------------------------
Retirement Age, a Participant shall be entitled to receive an annual pension
which, when expressed as a single life annuity commencing at the Participant's
Normal Retirement Age, is equal to the sum of Paragraphs (a), (b) and (c) as
follows:
(a) One and one-fourth percent (1-1/4%) of his/her "1987 Adjusted
Compensation" not in excess of $30,000 and one and three-fourths percent
(1-3/4%) of his/her "1987 Adjusted Compensation" in excess of $30,000,
multiplied by the number of full or partial calendar years beginning on the
Participant's Employment Commencement Date and ending on January 1, 1988.
"1987 Adjusted Compensation" shall mean the Compensation received by the
Participant in 1987 except that, solely for purposes of this Section
5.1(a), "bonus" shall mean the average bonus received by the Participant
for the calendar years 1985, 1986 and 1987.
(b) For the Period of Service commencing on January 1, 1988 and
ending on December 31, 1988, each Participant shall be entitled to receive
one and one-fourth percent (1-1/4%) of his/her Compensation for such period
not in excess of $30,000 and one and three-fourths percent (1-3/4%) of
his/her Compensation for such period in excess of $30,000.
(c) For each calendar year or portion thereof commencing on and
after January 1, 1989 and included in a Participant's Period of Service,
such Participant shall accrue a benefit under this Section 5.1(c),
determined as follows:
(i) For each such calendar year, such Participant shall earn
an increment of benefit equal to the sum of
(A) one and one-fourth percent (1-1/4%) of his/her
Compensation for such period up to the "Break Point" plus
(B) for each such calendar year up to thirty-five (35)
one and seven-tenths percent (1-7/10%) of his/her Compensation
for such period in excess of the "Break Point," and
13
(C) for each such calendar year in excess of thirty-five
(35), one and one-fourth percent (1-1/4%) of his/her Compensation
for such period.
(ii) For any such calendar year, the term "Break Point" shall
mean 150% of the Covered Compensation (as defined in Code Section
401(l)(5)(E) and Treasury Regulation Section 1.401(l)-1(c)(7)(ii)),
rounded as provided in accordance with tables provided by the
Commissioner of the Internal Revenue Service, of a Participant who
reaches Social Security Retirement Age (as defined in Code Section
401(l)(5)(E)(iii)) in such calendar year.
(iii) It is intended that the benefit described in this
Section 5.1(c) shall be treated as the benefit of a Plan qualifying as
an "Accumulation Plan" within the meaning of Treas. Reg. Section
1.401(l)-1(c)(1).
(d) To the extent required under Code Section 401(a)(17), if a
Participant is a Code Section 401(a)(17) Participant, the Participant's
pension benefit determined under the provisions of Section 5.1 above shall
be adjusted using the extended wear-away formula described in Treas. Reg.
Section 1.401(a)(4)-13(c)(4)(iii). Under the extended wear-away formula,
each Code Section 401(a)(17) Participant's pension benefit shall be
adjusted to be the greater of:
(i) The sum of
(A) the Participant's Frozen Accrued Benefit as of
his/her Latest Fresh-Start Date taking into account only Periods
of Service and Compensation for periods through such date, plus
(B) the Participant's pension benefit determined after
such Latest Fresh-Start Date taking into account only Periods of
Service and Compensation for periods after that date, or
(ii) The Participant's pension benefit determined as if all
years of the Participant's Compensation(before and after the Latest
Fresh-Start Date) taken into account under the provisions of Section
5.1 above were subject to the dollar limitation set forth in Section
2.9(c) as applicable to the Plan Year in which such determination is
made.
(e) For purposes of the provisions of Section 5.1(d) above, the
following definitions shall apply:
(i) "Code Section 401(a)(17) Participant" shall mean either
(A) a Participant who has accrued a pension benefit
under this Plan as of December 31, 1988 (the "TRA '86 Fresh-Start
Date"), if such Participant's Compensation determined as of the
TRA '86 Fresh-Start Date took into account a total of
Compensation for any Plan Year in excess of the $200,000
limitation under Section 2.9(b), or
14
(B) a Participant who has accrued a pension benefit
under this Plan as of December 31, 1993 (the "OBRA '93
Fresh-Start Date"), if such Participant's Compensation determined
as of the OBRA '93 Fresh-Start Date took into account a total of
Compensation for any Plan Year in excess of the $150,000
limitation under Section 2.9(b).
(ii) "Frozen Accrued Benefit" for a Code Section 401(a)(17)
Participant shall mean either
(A) the Participant's pension benefit determined under
Section 5.1 as of the TRA '86 Fresh-Start Date ( the "TRA '86
Frozen Accrued Benefit") as if the Participant terminated
employment with all Participating Employers and Affiliated
Companies as of the TRA '86 Fresh-Start Date (or the date of
actual termination of employment if earlier), or
(B) the Participant's pension benefit determined under
Section 5.1 as of the OBRA '93 Fresh-Start Date (the "OBRA '93
Frozen Accrued Benefit") as if the Participant terminated
employment with all Participating Employers and Affiliated
Companies as of the OBRA '93 Fresh-Start Date (or the date of
actual termination of employment if earlier).
(iii) "Latest Fresh-Start Date" for a Code Section 401(a)(17)
Participant shall mean either
(A) the TRA '86 Fresh-Start Date for purposes of the
determination of the Participant's TRA '86 Frozen Accrued
Benefit, or
(B) the OBRA '93 Fresh-Start Date for purposes of the
determination of the Participant's OBRA '93 Frozen Accrued
Benefit,
whichever shall occur later, but in no event a date after the
commencement of benefit payments with respect to such Participant.
5.2 Late Retirement Benefit. Subject to the provisions of Section 6.1,
-----------------------
if a Participant continues his/her employment beyond his/her Normal Retirement
Age, he/she defers his/her benefits until his/her actual termination of
employment at his/her Late Retirement Date.
(a) If the suspension of benefits notice required under Section
203 of ERISA, as described in Section 5.4(c), is not given to the
Participant, the Participant's pension benefit shall be increased for each
calendar year of employment after Normal Retirement Age to reflect the
delayed commencement of payments. The increase for any calendar year that
commences after the Participant attains Normal Retirement Age shall be
equal to the greater of the Participant's pension benefit payable at Normal
Retirement Age actuarially increased from the last day of the prior
calendar year (taking into account any previous actuarial increases) or the
Participant's pension benefit increased for Periods of Service after Normal
Retirement Age in accordance with Section 5.1.
15
(b) If the Participant is given the suspension of benefits notice
required by Section 203 of ERISA, such Participant shall continue to accrue
benefits pursuant to Section 5.1 but benefits shall not be actuarially
increased for the period before the actuarial increase for delayed
commencement of benefits is required under Section 6.1.
5.3 Early Retirement Benefit.
------------------------
(a) If a Participant shall, for any reason except death, terminate
after his/her Early Retirement Date but prior to his/her Normal Retirement
Age, he/she shall be entitled to receive a benefit at Normal Retirement Age
in an amount calculated pursuant to Section 5.1, based upon his/her
benefits accrued at his/her date of termination of employment.
(b) However, a Participant who, for any reason except death,
terminates on or after his/her Early Retirement Date but prior to his/her
Normal Retirement Age, may make a Qualified Election to have benefit
payments commence prior to his/her Normal Retirement Age on the first day
of any month on or after his/her Early Retirement Date by sending notice of
such election to the Plan Administrator. In such event, the Participant's
monthly pension otherwise payable shall be reduced 5/12ths of one percent
for each month that his/her Early Retirement Date precedes his/her Normal
Retirement Age (such reduction to be determined in accordance with the
table in Appendix I). Such Qualified Election shall be accompanied by
consent of the Participant's Spouse if the Committee determines that such
consent is required by Code Section 417. Unless the provisions of Section
6.3(a) apply, the failure by a Participant to consent to the distribution
of his/her retirement benefit prior to Normal Retirement Age shall be
deemed to be an election to defer payment to Normal Retirement Age, as
provided in Section 7.1.
5.4 Suspension of Benefits Upon Re-Employment On or After Normal
------------------------------------------------------------
Retirement Date.
- ---------------
(a) To the extent permissible under Section 6.1 and Code Section
401(a)(9), if any Participant or former Participant again becomes an
Eligible Employee and completes at least forty (40) Hours of Service in any
month (hereinafter "Full Time Postretirement Service") after his/her Early,
Normal or Late Retirement Date, all benefit payments under this Article V
shall cease. Similarly, for a Participant who continues to be employed in
Full Time Postretirement Service after his/her Normal Retirement Date, the
actuarial value of benefits which commence later than Normal Retirement
Date will be computed without regard to amounts which would have been
suspended under the preceding sentence had the Participant been receiving
benefits since his/her Normal Retirement Date.
(b) If benefit payments have been suspended, payments shall resume
no later than the first day of the third calendar month after the calendar
month in which the Participant ceases to be employed in Full Time
Postretirement Service. The initial payment upon resumption shall include
the payment scheduled to occur in the calendar month when payments resume
and any amounts withheld during the period between the cessation of Full
Time Postretirement Service and the resumption of payments. Such
Participant or his/her Beneficiary or contingent annuitant shall be
16
entitled to the benefits provided under this Article, reduced by the
Actuarial Equivalent of benefits or payments paid under this Article before
such re-employment. For purposes of this Section, a Participant shall
continue to accrue benefits in accordance with this Article V during the
period of suspension.
(c) No benefit payment shall be withheld by the Plan pursuant to
this section unless the Plan notifies the Eligible Employee by personal
delivery or first class mail during the calendar month or payroll period in
which the Plan withholds payments that his/her benefits are suspended. Such
notifications shall contain a description of the specific reasons why
benefit payments are being suspended, a general description of the Plan
provision relating to the suspension of payments, a copy of such
provisions, and a statement to the effect that applicable Department of
Labor regulations may be found in Section 2530.203-3 of the Code of Federal
Regulations. In addition, the notice shall inform the Participant of the
Plan's procedures for affording a review of the suspension of benefits in
accordance with the claims procedure under this Plan.
(d) The amount of benefits suspended shall be the amount of the
Participant's accrued benefit derived from Participating Employer
contributions.
ARTICLE VI
PAYMENT OF BENEFITS
-------------------
6.1 Commencement of Benefits.
------------------------
(a) Provided that a Participant has applied for retirement
benefits in accordance with the provisions of Article XVI, the retirement
income payable under this Plan to a retiring Participant pursuant to the
provisions of Article V shall commence not later than the earlier of the
dates described in Paragraphs (i) and (ii) hereinbelow (the "Required
Benefit Commencement Date"):
(i) The 60th day after the close of the Plan Year in which
the later of the following events occurs: (A) the Participant's Normal
Retirement Age; or (B) the Participant's termination of employment.
(ii) April 1 of the calendar year following the later of the
calendar year in which the Participant attains age 70-1/2 or the
Participant's employment terminates, regardless of whether or not the
Participant (and Spouse if applicable) consent to the distribution.
(iii) Notwithstanding the foregoing, subject to Paragraph
(iv) below, if a Participant attained age 70-1/2 before January 1,
1999 or is a five percent owner (within the meaning of Code Section
401(a)(9)), then distribution shall commence not later than April 1 of
the calendar year following the calendar year in which the Participant
attains age 70-1/2, regardless of whether his/her employment is
terminated.
17
(iv) If a Participant (other than a five percent owner)
attains age 70-1/2 after December 31, 1995 and before January 1, 1999,
and is an Employee on the last day of the calendar year in which
he/she attains age 70-1/2, such Participant shall be entitled to make
an irrevocable election to commence distribution prior termination of
employment or to defer commencement of distribution to termination of
employment. If the Participant fails to make an election to defer,
distribution shall commence not later than April 1 of the calendar
year following the calendar year in which the Participant attains age
70-1/2.
Subject to the provisions of Section 5.2, if the employment of a
Participant described in Paragraph (ii) or (iv) terminates in a calendar
year after the calendar year in which such Participant attains age 70-1/2,
the Participant's retirement benefit shall be actuarially increased to take
into account any period after age 70-1/2 in which the Participant was not
receiving any retirement benefits under the Plan. To the extent permissible
under Code Sections 401(a)(9) and 401(a)(14), and regulations prescribed by
the Secretary of the Treasury thereunder, if the amount of the
Participant's benefit cannot be calculated without additional information
from the Participant, or because the Committee is unable to locate the
Participant after making reasonable efforts to do so, the payment shall be
made as soon as is administratively possible (but not more than 60 days)
after the earliest date on which the Participant (or Beneficiary) can be
located and the amount of the distributable benefit can be ascertained. In
such event the retirement benefit shall be paid retroactively to the
applicable Required Benefit Commencement Date (if earlier than the actual
date of commencement of payments).
(b) Except as provided in Section 6.6, in no event shall any
benefits be paid to a Participant prior to the Participant's Normal
Retirement Age unless the Participant makes a Qualified Election during the
applicable Election Period to commence benefits on an Early Retirement
Date. The failure of the Participant who has attained his/her Early
Retirement Date to make a Qualified Election to commence payment of
retirement benefits on an Early Retirement Date shall be deemed to be an
election to defer payment to his/her Normal Retirement Age, as provided in
Article VII.
(c) Notwithstanding any provision to the contrary in this Plan,
all distributions under this Plan shall be made in accordance with Section
401(a)(9) of the Code and the regulations issued thereunder, which
provisions shall override any distribution options under this Plan which
may be inconsistent with Code Section 401(a)(9). The Committee in its sole
discretion shall determine if distributions satisfy the requirements of
Code Section 401(a)(9).
6.2 Form of Benefits Provided.
-------------------------
(a) The normal form of benefits for a Participant who retires and
who has a Spouse is a Qualified Joint and Survivor Annuity.
(b) The normal form of benefit for a Participant who does not have
a Spouse is a single life annuity payable for the lifetime of the
Participant and ceasing upon his/her death.
18
(c) The Participating Employer shall provide each Participant,
within the period beginning not more than 90 days and ending not less than
30 days prior to his/her Annuity Starting Date, with a written explanation
of: (i) the terms and conditions of a Qualified Joint and Survivor Annuity;
(ii) the Participant's right to at least 30 days to make a Qualified
Election to waive the Qualified Joint and Survivor form of benefit, and the
effect of such Qualified Election; (iii) the rights of a Participant's
Spouse; and (iv) the right to make, and the effect of, a revocation of a
previous Qualified Election to waive the Qualified Joint and Survivor
Annuity at any time prior to the Annuity Starting Date.
(d) A Participant who wishes to have his/her retirement benefit
payable in a form other than the forms provided in Section 6.2(a) or (b),
whether single or married, may make a Qualified Election during the
applicable Election Period to waive the Qualified Joint and Survivor
Annuity or single life annuity (whichever may be applicable), elect any
optional form of benefit described below in Paragraph (i) or (ii) below,
designate a Beneficiary to receive any benefits payable after the
Participant's death, commence to receive benefits on an Early Retirement
Date (if applicable), and change any such Qualified Election. The Annuity
Starting Date may be less than 30 days after the Qualified Joint and
Survivor Annuity explanation is provided if the Participant makes a
Qualified Election to receive benefits after receiving the explanation, and
distribution does not commence before the expiration of the 7-day period
that begins the day after the explanation is provided to the Participant.
Any optional form of retirement benefit to be paid to the Participant in
accordance with any of the following shall be the Actuarial Equivalent of
the normal form of benefit to which he/she is entitled:
(i) Joint and Survivor Annuity - A monthly pension payable to
-------------------------
and during the lifetime of the retired Participant with the provision
that after his/her death, a pension of 50% or 100% of his/her pension
shall then be paid to and during the lifetime of his/her Beneficiary.
(ii) Ten-Year Certain and Life Annuity - A monthly pension
---------------------------------
paid during the lifetime of the retired Participant with a guarantee
of a minimum of one hundred twenty (120) monthly payments to the
Participant and/or his/her Beneficiary. If the Participant's death
occurs before such guaranteed monthly payments have been made, the
Beneficiary may elect to receive the commuted value of the balance of
the guaranteed monthly payments. Upon the subsequent death of the
Beneficiary prior to the payment of the guaranteed payments, the lump
sum value of the balance of such guaranteed payments shall be paid to
the estate of the Beneficiary.
Notwithstanding anything herein to the contrary, no optional method of
payment shall be permitted which would call for the payments under the
option to extend beyond the life expectancy of the Participant (or a period
not extending beyond the life expectancy of the Participant); or the life
expectancy of the Participant and a Beneficiary (or a period not extending
beyond the life expectancies of the Participant and the Beneficiary).
Further, the expected payments to the Participant made under this
settlement mode must be more than fifty percent (50%) of the total payments
to be made to both the Participant and the Beneficiary unless the benefit
is payable in the form of a Qualified Joint and Survivor Annuity or the
19
Beneficiary is the Participant's Spouse. If distribution of a Participant's
retirement benefit has begun and the Participant dies before his/her entire
benefit is distributed, the method of distributing the remaining portion of
his/her benefit shall be at least as rapid as that in effect as of the date
of his/her death. If the Participant dies before distribution commences,
any remaining portion of the Participant's retirement benefit that is not
payable to a Beneficiary designated by the Participant will be distributed
within five (5) years after such Participant's death, or any remaining
portion of the Participant's interest that is payable to a Beneficiary
designated by the Participant will be distributed over the life of such
Beneficiary, commencing not later than one year after the Participant's
death (or, if the designated Beneficiary is the Participant's Spouse,
distribution shall begin no earlier than the date on which the Participant
would have attained age seventy and one-half (70-1/2)).
6.3 Lump Sum Distributions.
----------------------
(a) Notwithstanding the preceding provisions of this Article VI,
if the present value of the Participant's benefit at the Annuity Starting
Date (payable in any form including the Qualified Joint and Survivor
Annuity or in the Qualified Preretirement Survivor Annuity) does not exceed
$5,000, the benefit may be paid in a single lump sum without the consent of
the Participant (or the Participant's Spouse). However, no such lump sum
benefit shall be paid to the Participant after the Annuity Starting Date,
unless the Participant and his/her Spouse (or where the Participant has
died, the surviving Spouse) consent in writing to such distribution.
(b) For purposes of this Section 6.3, the present value of a
Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor
Annuity shall be determined using the interest rate on 30-year Treasury
securities as specified by the Commissioner of Internal Revenue for the
first full calendar month preceding the first day of the Plan Year that
includes the Annuity Starting Date.
6.4 Payment of Small Benefits. Notwithstanding any provision in this
-------------------------
Plan for the payment of monthly benefits, if such monthly benefit is less than
two hundred dollars ($200.00) the Committee may authorize the payment of such
benefits on a quarterly, semi-annual or annual basis.
6.5 Facility of Payment. If any payee under the Plan is a minor, or if
-------------------
the Committee reasonably believes that any payee is legally incapable of giving
a valid receipt and discharge for any payment due him/her, the Committee may
have such payment, or any part thereof, made to the person (or persons or
institution) whom it reasonably believes is caring for or supporting such payee,
unless it has received due notice of claim therefor from a duly appointed
guardian or conservator of such payee. Any such payment shall be a payment for
the account of such payee and shall, to the extent thereof, be a complete
discharge of any liability under the Plan to such payee.
6.6 Designation of Beneficiary. Whenever a Participant may be
--------------------------
permitted to designate a Beneficiary to receive benefits under this Plan, such
designation shall be made by the execution and delivery to the Committee of an
instrument in a form satisfactory to the Committee. To the extent required by
Code Section 417, such designation shall be in the form of a Qualified Election.
20
Subject to the requirements for a Qualified Election, a Participant shall have
the right to change or revoke any such Beneficiary designation by filing a new
designation or notice of revocation with the Committee and no notice to any
Beneficiary nor consent by any Beneficiary shall be required to effect any such
change or revocation. If a deceased Participant shall have failed properly to
designate a Beneficiary, or if the Committee shall be unable to locate a
designated Beneficiary after reasonable efforts have been made, or if for any
reason such designation shall be legally ineffective, or if such Beneficiary
shall have pre-deceased the Participant, the Participant's designated
Beneficiary shall be the person or persons in the first of the following classes
then living: (a) spouse, (b) children, (c) parents, and (d) estate of the
Participant.
6.7 In-Service Payment of Benefits on or After Age 70-1/2. In the case
-----------------------------------------------------
of a Participant who is an Employee on or after his/her Required Benefit
Commencement Date, as defined in Section 6.1, benefits shall be paid or commence
to be paid in accordance with this Section 6.7. In the case of a Participant
(other than a 5% owner) who attains age 70-1/2 on or after January 1, 1996 and
before January 1, 1999, and is an Employee on the December 31 of the calendar
year in which he/she attains age 70-1/2, such Participant shall be entitled to
elect to defer the commencement of benefits until termination of employment. If
such Participant fails to elect to defer the commencement of benefits, benefits
shall be paid or commence not later than the Required Benefit Commencement Date
under Section 6.1(a)(iii) in accordance with this Section 6.7.
(a) If the single sum Actuarial Equivalent Value of the
Participant's retirement benefit (payable as a Qualified Joint and Survivor
Annuity) exceeds $5,000 as of the Required Benefit Commencement Date, the
Participant's Annuity Starting Date shall be the Required Benefit
Commencement Date, and benefits accrued as of such Annuity Starting Date
and any subsequent accruals shall be paid in the form determined under
Section 6.2(a) or (b), or an optional form determined under Section 6.2(c)
pursuant to a Qualified Election by the Participant during the applicable
Election Period.
(b) If the single sum Actuarial Equivalent Value of the
Participant's Vested Interest (payable as a Qualified Joint and Survivor
Annuity) does not exceed $5,000 as of the Required Benefit Commencement
Date, such Participant's Annuity Starting Date shall be the Required
Benefit Commencement Date and each subsequent December 31. If the single
sum Actuarial Equivalent Value of such Participant's retirement benefit
does not exceed $5,000 as of any Annuity Starting Date coinciding with or
following the Required Benefit Commencement Date, such retirement benefit
shall be paid in a single lump sum without the consent of the Participant
(or the Participant's Spouse). If the single sum Actuarial Equivalent Value
of such Participant's retirement benefit exceeds $5,000 as of any
subsequent Annuity Starting Date, benefits accrued as of such Annuity
Starting Date, and any subsequent accruals, shall be paid in accordance
with (a) above.
(c) The amount of the late retirement benefit payable to the
Participant in each Plan Year including and subsequent to the Plan Year in
which occurs the Required Benefit Commencement Date shall be calculated as
provided in Section 5.2, but shall be offset by the value of any benefit
distributions made to the Participant by the close of the prior Plan Year.
21
6.8 Election for Direct Rollover to Eligible Retirement Plan. To the
--------------------------------------------------------
extent required by Code Section 401(a)(31), a Participant whose distributable
benefit becomes payable in an "eligible rollover distribution," as defined in
(a)(i) below, shall be entitled to elect a direct rollover of all or a portion
of the taxable portion of his/her distributable benefit to an "eligible
retirement plan," as defined in (a)(ii) below.
(a) For purposes of this Section,
(i) an "eligible rollover distribution" shall mean any
distribution of all or any portion of a Participant's distributable
benefit, except that an eligible rollover distribution shall not
include any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Participant or the joint lives
(or joint life expectancies) of the Participant and the Participant's
designated Beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required
under Section 401(a)(9) of the Code; effective January 1, 1999 any
hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the
Code; and the portion of any distribution that is not includible in
gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities; and
(ii) an "eligible retirement plan" shall mean any plan
described in Code Section 402(c)(8)(B), the terms of which permit the
acceptance of a direct rollover from a qualified plan.
(b) A Participant's direct rollover election under this Section
shall be made in accordance with rules and procedures established by the
Committee and shall specify the percentage or dollar amount to be rolled
over, the name and address of the eligible retirement plan selected by the
Participant and such additional information as the Committee deems
necessary or appropriate in order to implement the Participant's direct
rollover election. It shall be the Participant's responsibility to confirm
that the eligible retirement plan designated in the direct rollover
election will accept the eligible rollover distribution. The Committee
shall be entitled to effect the direct rollover based on its reasonable
reliance on information provided by the Participant, and shall not be
required to independently verify such information, unless it is clearly
reasonable to do so.
(c) At least 30 days but not more than 90 days prior to the date a
Participant's distributable benefit becomes payable from the Plan, the
Participant shall be given written notice (the "402(f) Notice) of any right
he/she may have to elect a direct rollover of all or a portion of a
eligible rollover distribution (or shall be given a summary of the 402(f)
Notice if such Notice was given prior to the start of the 90-day notice
period).If the present value a Participant's distributable benefit at the
Annuity Starting Date does not exceed $5,000, the Participant may waive the
30 day notice requirement by making an affirmative election to make or not
to make a direct rollover.
22
(d) If a Participant fails to file a properly completed direct
rollover election with the Committee within a reasonable time after the
later of the date the 402(f) Notice or the date the summary is given, or if
the Committee is unable to effect the rollover within a reasonable time
after the election is filed with the Committee due to the failure of the
Participant to take such actions as may be required by the eligible
retirement plan before it will accept the rollover, the Participant's
distributable benefit shall be paid to him/her in accordance with the
applicable provisions of this Article VI, after withholding applicable
income taxes.
(e) To the extent required by Section 401(a)(31) of the Code, if
all or a portion of a Participant's distributable benefit is payable to
his/her surviving Spouse in an eligible rollover distribution, or to a
former Spouse in accordance with a "qualified domestic relations order,"
such surviving Spouse or former Spouse shall be entitled to elect a direct
rollover of all or a portion of such distribution in accordance with the
provisions of this Section.
ARTICLE VII
SEVERANCE BENEFITS
------------------
7.1 Normal Severance Benefit. In the event that a Participant who has
------------------------
earned a vested right to his/her benefit as provided in Section 8.2(a)
terminates employment with the Company and all Affiliated Companies for any
reason other than his/her death, disability or retirement, and at the time of
such termination such Participant has not satisfied the requirements to retire
either at his/her Normal Retirement Age or on an Early Retirement Date such
terminated Participant shall be deemed to have elected to have his/her benefit
paid pursuant to Section 6.2(a) or (b), as appropriate, commencing at his/her
Normal Retirement Age, unless a Qualified Election is filed with the Committee.
7.2 Payment Before Normal Retirement Age. In lieu of commencing
------------------------------------
benefits at Normal Retirement Age, a Participant whose employment terminated
prior to attaining either his/her Normal Retirement Age or Early Retirement Date
and who has satisfied the service requirement for early retirement may make a
Qualified Election to have a reduced benefit (such reduction to be determined in
accordance with the table in Appendix I) commence on the first day of any month
following his/her fifty-fifth (55th) birthday (such commencement date to be
determined by the Participant by notice to the Plan Administrator in accordance
with rules adopted by the Plan Administrator). Such Qualified Election shall
include the consent of the Participant's Spouse if the Committee determines that
such consent is required by Code Section 417.
7.3 Coordination With Qualified Annuity Provisions. The foregoing
----------------------------------------------
provisions of this Article VII shall be applied after first taking into
consideration and applying, to the extent they are applicable, the provisions of
Article VI which require that the retirement benefits of certain married
Participants and/or their Spouses be paid in the form of a Qualified Joint and
Survivor Annuity (unless waived pursuant to a Qualified Election).
23
ARTICLE VIII
VESTING
-------
8.1 No Vested Rights Except as Herein Specified. No Participant shall
-------------------------------------------
have any vested right or interest in, nor any right to payment of, any assets of
the Trust Fund except as provided in this Plan.
8.2 Vesting in Benefits.
-------------------
(a) A Participant shall be one hundred percent (100%) vested in
the Plan upon the completion of five (5) one-year Periods of Service or
his/her attainment of his/her sixty-fifth (65th) birthday while an
Employee. A Participant's Periods of Service completed prior to January 1,
1988 of the Plan will be counted for purposes of determining vesting
pursuant to this Section 8.2.
(b) If the vesting schedule under the Plan is amended or if the
Plan is amended in any way that directly or indirectly affects the
computation of a Participant's vested interest, each Participant who has
completed at least three one-year Periods of Service may elect, within a
reasonable time after the adoption of the amendment, to continue to have
his/her vested interest computed under the Plan without regard to such
amendment. The period during which the election may be made shall commence
with the date the amendment is adopted and shall end on the latest of: (i)
60 days after the amendment is adopted; (ii) 60 days after the amendment is
effective; or (iii) 60 days after the Participant is issued written notice
of the amendment.
ARTICLE IX
DISABILITY PROVISIONS
---------------------
9.1 Disability Retirement Benefit. If, while employed by the
-----------------------------
Participating Employer prior to his/her Normal Retirement Age, a Participant is
suffering from a Total and Permanent Disability, as defined in Section 2.32,
such Participant shall continue to accrue benefits in the manner set forth in
Section 5.1 during the continuation of such Total and Permanent Disability; but
not beyond the date determined from the table below:
AGE AT DISABILITY MAXIMUM ACCRUAL PERIOD
Less than age 60 To age 65 but not less than 60 months
60 60 months
61 48 months
62 42 months
63 36 months
64 30 months
65 24 months
66 21 months
67 18 months
68 15 months
68 and over 12 months
24
If such Participant becomes disabled prior to the end of a Plan Year, such
Participant's benefit accrual formula for the Plan Year in which he/she becomes
disabled shall be calculated using such Participant's Compensation for the
previous Plan Year. The disabled Participant's Compensation shall not be
adjusted to reflect any change in the benefit formula pursuant to Section 5.1
after such Participant becomes disabled. Such Participant shall also be
entitled to receive his/her benefit upon attaining his/her Normal Retirement Age
as if he/she retired on such date.
ARTICLE X
DEATH BENEFITS
--------------
10.1 General Limitation on Death Benefits. Except for retirement benefits
------------------------------------
expressly made payable to a Spouse or other Beneficiary in accordance with the
provisions of this Article X, or in accordance with the express provisions of a
form of benefit described in Article VI under which payments have commenced, no
benefits shall be paid under this Plan by reason of the death of a Participant.
10.2 Pre-Retirement Death Benefit. The Spouse of a vested Participant or
----------------------------
former Participant who dies before benefits commence will be entitled to a
Qualified Preretirement Survivor Annuity.
ARTICLE XI
RESTRICTIONS ON CERTAIN DISTRIBUTIONS
-------------------------------------
11.1 Restrictions on Benefits at Plan Termination. In the event the
--------------------------------------------
Plan is terminated in any Plan Year, the benefit of any Highly Compensated
Employee (and any Highly Compensated former Employee) shall be limited to a
benefit that is nondiscriminatory under Section 401(a)(4) of the Code and shall
be determined in accordance with this Section 11.1.
(a) In the event of a Plan termination, the annual payments to a
Participant described in Section 11.1(b) below shall be restricted to an
amount equal to the payments that would be made on behalf of the
Participant under a single life annuity that is the Actuarial Equivalent of
the sum of the Participant's accrued benefit and any other benefits
available to the Participant under the Plan. The restrictions in this
Subsection (a) shall not apply, however, if:
(i) After payment to a Participant described in Section
11.1(b) below of all benefits described in Subsection 11.1(c) below,
the value of Plan assets equals or exceeds one hundred ten percent
(110%) of the value of current Plan liabilities, as defined in Section
412(1)(7) of the Code, or
(ii) The value of the benefits described in Subsection
11.1(c) below for a Participant described in Subsection 11.1(b) below
is less than one percent (1%) of the value of current Plan
liabilities.
25
(b) For purposes of applying the limitations of this Section 11.1,
Participants whose benefits are restricted on distribution include all
Highly Compensated Employees and Highly Compensated former Employees;
provided, however, in any Plan Year, the total number of Participants whose
benefits are subject to restriction under this Article XI shall be limited
by the Plan to the group of twenty-five (25) Highly Compensated Employees
and Highly Compensated former Employees consisting of those Highly
Compensated Employees and Highly Compensated former Employees with the
greatest Compensation.
(c) For purposes of applying the limitations of this Section 11.1,
the term "benefit" includes loans in excess of the amounts set forth in
Section 72(p)(2)(A), any periodic income, any withdrawal values payable to
a living employee, and any death benefits not provided for by insurance on
the Participant's life.
ARTICLE XII
OPERATION AND ADMINISTRATION OF THE PLAN
----------------------------------------
12.1 Plan Administration.
-------------------
(a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Committee as provided in
this Article XII.
(b) The members of the Committee (the number of which shall be
determined by the Board of Directors) shall be appointed by the Board of
Directors and shall hold office until resignation, death or removal by the
Board of Directors. Members of the Committee may, but need not, be
appointed by appropriate designation of a Committee heretofore constituted
pursuant to the provisions of another employee benefit plan maintained by
the Participating Employer.
(c) For purposes of ERISA Section 402(a), the members of the
Committee shall be the Named Fiduciaries of this Plan.
(d) Notwithstanding the foregoing, a Trustee with whom Plan assets
have been placed in trust or an Investment Manager appointed pursuant to
Section 12.3 may be granted exclusive authority and discretion to manage
and control all or any portion of the assets of the Plan.
12.2 Committee Powers. The Committee shall have all powers necessary to
----------------
supervise the administration of the Plan and control its operations. In
addition to any powers and authority conferred on the Committee elsewhere in the
Plan or by law, the Committee shall have, by way of illustration but not by way
of limitation, the following powers and authority:
(a) To allocate fiduciary responsibilities (other than trustee
responsibilities) among the Named Fiduciaries and to designate one or more
other persons to carry out fiduciary responsibilities (other than trustee
responsibilities). However, no allocation or delegation under this Section
12.2(a) shall be effective until the person or persons to whom the
26
responsibilities have been allocated or delegated agree to assume the
responsibilities. The term "trustee responsibilities" as used herein shall
have the meaning set forth in Section 405(c) of ERISA. The preceding
provisions of this Section 12.2(a) shall not limit the authority of the
Committee to appoint one or more Investment Managers in accordance with
Section 12.3.
(b) To designate agents to carry out responsibilities relating to
the Plan, other than fiduciary responsibilities.
(c) To employ such legal, actuarial, medical, accounting, clerical
and other assistance as it may deem appropriate in carrying out the
provisions of this Plan, including one or more persons to render advice
with regard to any responsibility any Named Fiduciary or any other
fiduciary may have under the Plan.
(d) To establish rules and regulations from time to time for the
conduct of the Committee's business and the administration and effectuation
of this Plan.
(e) To administer, interpret, construe and apply this Plan and to
decide all questions which may arise or which may be raised under this Plan
by any Employee, Participant, former Participant, Beneficiary or other
person whatsoever, including but not limited to all questions relating to
eligibility to participate in the Plan, the amount of service of any
Participant, and the amount of benefits to which any Participant or his/her
Beneficiary may be entitled.
(f) To determine the manner in which the assets of this Plan, or
any part thereof, shall be disbursed.
(g) To direct the Trustee, in writing, from time to time, to
invest and reinvest the Trust Fund, or any part thereof, or to purchase,
exchange, or lease any property, real or personal, which the Committee may
designate. This shall include the right to direct the investment of all or
any part of the Trust in any one security or any one type of securities
permitted hereunder. Among the securities which the Committee may direct
the Trustee to purchase are "employer securities" as defined in Code
Section 409A(l) or any successor statute thereto, to the extent permissible
under Section 407 of ERISA.
(h) To perform or cause to be performed such further acts as it
may deem to be necessary, appropriate or convenient in the efficient
administration of the Plan.
Any action taken in good faith by the Committee in the exercise of authority
conferred upon it by this Plan shall be conclusive and binding upon the
Participants and their Beneficiaries. All discretionary powers conferred upon
the Committee shall be absolute. However, all discretionary powers shall be
exercised in a uniform and nondiscriminatory manner.
12.3 Investment Manager.
------------------
(a) The Committee, by action reflected in the minutes thereof, may
appoint one or more Investment Managers, as defined in Section 3(38) of
ERISA, to manage all or a portion of the assets of the Plan.
27
(b) An Investment Manager shall discharge its duties in accordance
with applicable law and in particular in accordance with Section 404(a)(l)
of ERISA.
(c) An Investment Manager, when appointed, shall have full power
to manage the assets of the Plan for which it has responsibility, and
neither the Company nor the Committee shall thereafter have any
responsibility for the management of those assets.
12.4 Periodic Review.
---------------
(a) At periodic intervals, not less frequently than annually, the
Committee shall review the long-run and short-run financial needs of the
Plan and shall determine a funding policy for the Plan consistent with the
objectives of the Plan and the minimum funding standards of ERISA, if
applicable. In determining the funding policy the Committee shall take into
account, at a minimum, not only the long-term investment objectives of the
Trust Fund consistent with the prudent management of the assets thereof,
but also the short-run needs of the Plan to pay benefits.
(b) All actions taken by the Committee with respect to the funding
policy of the Plan, including the reasons therefor, shall be fully
reflected in the minutes of the Committee.
12.5 Committee Procedure.
-------------------
(a) A majority of the members of the Committee as constituted at
any time shall constitute a quorum, and any action by a majority of the
members present at any meeting, or authorized by a majority of the members
in writing without a meeting, shall constitute the action of the Committee.
(b) The Committee may designate certain of its members as
authorized to execute any document or documents on behalf of the Committee,
in which event the Committee shall notify the Trustee of this action and
the name or names of the designated members. The Trustee, Company,
Participating Employer, Participants, Beneficiaries, and any other party
dealing with the Committee may accept and rely upon any document executed
by the designated members as representing action by the Committee until the
Committee shall file with the Trustee a written revocation of the
authorization of the designated members.
12.6 Compensation of Committee.
-------------------------
(a) Members of the Committee shall serve without compensation
unless the Board of Directors shall otherwise determine. However, in no
event shall any member of the Committee who is an Employee receive
compensation from the Plan for his/her services as a member of the
Committee.
(b) All members shall be reimbursed for any necessary or
appropriate expenditures incurred in the discharge of duties as members of
the Committee.
28
(c) The compensation or fees, as the case may be, of all officers,
agents, counsel, the Trustee, or other persons retained or employed by the
Committee shall be fixed by the Committee.
12.7 Resignation and Removal of Members. Any member of the Committee may
----------------------------------
resign at any time by giving written notice to the other members and to the
Board of Directors effective as therein stated. Any member of the Committee
may, at any time, be removed by the Board of Directors.
12.8 Appointment of Successors.
-------------------------
(a) Upon the death, resignation, or removal of any Committee
member, the Board of Directors may appoint a successor.
(b) Notice of appointment of a successor member shall be given by
the Secretary of the Company in writing to the Trustee and to the members
of the Committee.
(c) Upon termination, for any reason, of a Committee member's
status as a member of the Committee, the member's status as a Named
Fiduciary shall concurrently be terminated, and upon the appointment of a
successor Committee member the successor shall assume the status of a Named
Fiduciary as provided in Section 12.1.
12.9 Records.
-------
(a) The Committee shall keep a record of all its proceedings and
shall keep, or cause to be kept, all such books, accounts, records or other
data as may be necessary or advisable in its judgment for the
administration of the Plan and to properly reflect the affairs thereof.
(b) However, nothing in this Section 12.9 shall require the
Committee or any member thereof to perform any act which, pursuant to law
or the provisions of this Plan, is the responsibility of the Plan
Administrator, nor shall this Section relieve the Plan Administrator from
such responsibility.
12.10 Reliance Upon Documents and Opinions.
------------------------------------
(a) The members of the Committee, the Board of Directors, the
Company and any person delegated under the provisions hereof to carry out
any fiduciary responsibilities under the Plan ("delegated fiduciary") shall
be entitled to rely upon any tables, valuations, computations, estimates,
certificates and reports furnished by any consultant, or firm or
corporation which employs one or more consultants, upon any opinions
furnished by legal counsel, and upon any reports furnished by the Trustee.
The members of the Committee, the Board of Directors, the Company, the
Participating Employers and any delegated fiduciary shall be fully
protected and shall not be liable in any manner whatsoever for anything
done or action taken or suffered in reliance upon any such consultant or
firm or corporation which employs one or more consultants, Trustee, or
counsel.
29
(b) Any and all such things done or actions taken or suffered by
the Committee, the Board of Directors, the Company, the Participating
Employers and any delegated fiduciary shall be conclusive and binding on
all Employees, Participants, Beneficiaries, and any other persons
whomsoever, except as otherwise provided by law.
(c) The Committee and any delegated fiduciary may, but are not
required to, rely upon all records of the Participating Employer with
respect to any matter or thing whatsoever, and may likewise treat those
records as conclusive with respect to all Employees, Participants,
Beneficiaries, and any other persons whomsoever, except as otherwise
provided by law.
12.11 Requirement of Proof. The Committee or the Participating Employer
--------------------
may require satisfactory proof of any matter under this Plan from or with
respect to any Employee, Participant, or Beneficiary, and no person shall
acquire any rights or be entitled to receive any benefits under this Plan until
the required proof shall be furnished.
12.12 Reliance on Committee Memorandum. Any person dealing with the
--------------------------------
Committee may rely on and shall be fully protected in relying on a certificate
or memorandum in writing signed by any Committee member or other person so
authorized, or by the majority of the members of the Committee, as constituted
as of the date of the certificate or memorandum, as evidence of any action taken
or resolution adopted by the Committee.
12.13 Multiple Fiduciary Capacity. Any person or group of persons may
---------------------------
serve in more than one fiduciary capacity with respect to the Plan.
12.14 Limitation on Liability.
-----------------------
(a) Except as provided in Part 4 of Title I of ERISA, no person
shall be subject to any liability with respect to his/her duties under the
Plan unless he/she acts fraudulently or in bad faith.
(b) No person shall be liable for any breach of fiduciary
responsibility resulting from the act or omission of any other fiduciary or
any person to whom fiduciary responsibilities have been allocated or
delegated, except as provided in Part 4 of Title I of ERISA.
(c) No action or responsibility shall be deemed to be a fiduciary
action or responsibility except to the extent required by ERISA.
12.15 Indemnification.
---------------
(a) To the extent permitted by law, the Company shall indemnify
each member of the Board of Directors and the Committee, and any other
Employee of the Company with duties under the Plan, against expenses
(including any amount paid in settlement) reasonably incurred by him/her in
connection with any claims against him/her by reason of his/her conduct in
the performance of his/her duties under the Plan, except in relation to
30
matters as to which he/she acted fraudulently or in bad faith in the
performance of such duties. The preceding right of indemnification shall
pass to the estate of such a person.
(b) The preceding right of indemnification shall be in addition to
any other right to which the Board member or Committee member or other
person may be entitled as a matter of law or otherwise.
12.16 Bonding.
-------
(a) Except as is prescribed by the Board of Directors, as provided
in Section 412 of ERISA, or as may be required under any other applicable
law, no bond or other security shall be required by any member of the
Committee, or any other fiduciary under this Plan.
(b) Notwithstanding the foregoing, for purposes of satisfying its
indemnity obligations under Section 12.15, the Company may (but need not)
purchase and pay premiums for one or more policies of insurance. However,
this insurance shall not release the Company of its liability under the
indemnification provisions.
12.17 Prohibition Against Certain Actions.
-----------------------------------
(a) To the extent prohibited by law, in administering this Plan
the Committee shall not discriminate in favor of any class of Employees and
particularly it shall not discriminate in favor of highly compensated
Employees (within the meaning of Code Section 414(q)).
(b) The Committee shall not cause the Plan to engage in any
transaction that constitutes a nonexempt prohibited transaction under
Section 4975(c) of the Code or Section 406(a) of ERISA.
(c) All individuals who are fiduciaries with respect to the Plan
(as defined in Section 3(21) of ERISA) shall discharge their fiduciary
duties in accordance with applicable law, and in particular, in accordance
with the standards of conduct contained in Section 404 of ERISA.
12.18 Plan Expenses. All expenses incurred in the establishment,
-------------
administration and operation of the Plan, including but not limited to the
expenses incurred by the members of the Committee in exercising their
duties, shall be charged to the Trust Fund, but shall be paid by the
Company if not paid by the Trust Fund.
ARTICLE XIII
PLAN AMENDMENTS
---------------
13.1 Amendments. The Board of Directors may at any time, and from time to
----------
time, amend the Plan and any Trust Agreement by an instrument in writing
executed in the name of the Company by an officer(s) duly authorized to execute
the instrument and filed with the Trustee. No such amendment, however, shall be
made at any time, the effect of which would be:
31
(a) To cause any assets of the Plan, at any time prior to the
satisfaction of all liabilities with respect to Participants and their
Beneficiaries, to be used for or diverted to purposes other than providing
benefits to Participants and their Beneficiaries, and defraying reasonable
expenses of administering the Plan, except as otherwise permitted by law;
(b) To increase the responsibilities or liabilities of the
Trustees without their written consent; or
(c) To decrease a Participant's accrued benefit (within the
meaning of Section 411(d)(6) of the Code) with respect to service performed
prior to the effective date of the amendment.
For purposes of this provision, an amendment shall be treated as
reducing accrued benefits if it (1) unfavorably changes the actuarial basis
for determining benefits, (2) reduces or eliminates an early retirement
benefit or retirement-type subsidy, or (3) eliminates an optional form of
benefit with respect to benefits attributable to service performed before
the amendment became effective. However, the restriction on affecting
retirement-type subsidies applies only with respect to Participants who
satisfy (either before or after the amendment) the pre-amendment conditions
for entitlement to the subsidy. For purposes of this provision, a
"retirement-type subsidy" shall have the meaning ascribed to such terms by
Section 411(d)(6) of the Code.
(d) No amendment shall adversely change the vesting schedule with
respect to the future accrual of benefits for any Participant unless each
Participant with three (3) or more one-year Periods of Service is permitted
to elect to have the vesting schedule which was in effect before the
amendment used to determine his/her vested benefit.
13.2 Retroactive Amendments. Notwithstanding any provisions of this
----------------------
Article XIII to the contrary, to the extent allowable under applicable law the
Plan may be amended prospectively or retroactively (as provided in Section
401(b) of the Code as amended by Section 1023 of ERISA) to make the Plan conform
to any provision of ERISA, the Code provisions dealing with employees' trusts,
or any regulation under either of such statutes.
ARTICLE XIV
MERGER OF COMPANY: MERGER OF PLAN
---------------------------------
14.1 Effect of Reorganization or Transfer of Assets. In the event of a
----------------------------------------------
consolidation, merger, sale, liquidation, or other transfer of the operating
assets of the Company to any other company, the ultimate successor or successors
to the business of the Company shall automatically be deemed to have elected to
continue this Plan in full force and effect in the same manner as if the Plan
had been adopted by resolution of its board of directors unless the
successor(s), by resolution of its board of directors, shall elect not to so
continue this Plan in effect, in which case the Plan shall automatically be
deemed terminated as of the applicable effective date set forth in the board
resolution.
32
14.2 Merger Restriction. Notwithstanding any other provision in this
------------------
Article, this Plan shall not in whole or in part merge or consolidate with, or
transfer its assets or liabilities to, any other plan unless each affected
Participant in this Plan would receive a benefit immediately after the merger,
consolidation, or transfer (if the Plan then terminated) which is equal to or
greater than the benefit he/she would have been entitled to receive immediately
before the merger, consolidation, or transfer (if the Plan had then terminated).
ARTICLE XV
PLAN TERMINATION AND
--------------------
DISCONTINUANCE OF CONTRIBUTIONS
-------------------------------
15.1 Plan Termination.
----------------
(a) (i) Subject to the following provisions of this Section
15.1, the Company may terminate the Plan and the Trust Agreement at
any time by an instrument in writing executed in the name of the
Company by an officer or officers duly authorized to execute such an
instrument, and delivered to the Trustee.
(ii) The Planand Trust Agreement may terminate if the
Company merges into any other corporation, if as the result of the
merger the entity of the Company ceases, and the Plan is terminated
pursuant to the rules of Section 14.1.
(b) Upon and after the effective date of the termination, the
Participating Employer shall not make any further contributions under the
Plan and no contributions need be made by the Participating Employer
applicable to the Plan Year in which the termination occurs, except as may
otherwise be required by law.
(c) The rights of all affected Participants to benefits accrued to
the date of termination of the Plan, to the extent funded as of the date of
termination, shall automatically become fully vested as of that date.
15.2 Discontinuance of Contributions.
-------------------------------
(a) In the event a Participating Employer decides it is impossible
or inadvisable for business reasons to continue to make Participating
Employer contributions under the Plan, the Board of Directors may approve
such discontinuance. Upon and after the effective date of this
discontinuance, the Participating Employer shall not make any further
Participating Employer contributions under the Plan and no Participating
Employer contributions need be made by the Participating Employer with
respect to the Plan Year in which the discontinuance occurs, except as may
otherwise be required by law.
(b) The discontinuance of Participating Employer contributions on
the part of the Participating Employer shall not terminate the Plan as to
the funds and assets then held by the Trustee, or operate to accelerate any
payments of distributions to or for the benefit of Participants or
Beneficiaries, and the Trustee shall continue to administer the Trust Fund
33
in accordance with the provisions of the Plan until all of the obligations
under the Plan shall have been discharged and satisfied.
(c) However, if this discontinuance of Participating Employer
contributions shall cause the Plan to lose its status as a qualified plan
under Code Section 401(a), the Plan shall be terminated in accordance with
the provisions of this Article XV.
(d) On and after the effective date of a discontinuance of
Participating Employer contributions or the Plan termination, the rights of
all affected Participants to benefits accrued to that date, to the extent
funded as of that date, shall automatically become fully vested as of that
date.
15.3 Rights of Participants. In the event of the termination of the Plan,
----------------------
for any cause whatsoever, all assets of the Plan, after payment of expenses,
shall be used for the exclusive benefit of Participants and their Beneficiaries
and no part thereof shall be returned to the Participating Employer, except as
provided in Section 4.3 of this Plan.
15.4 Allocation and Payment Priority. Upon termination of the Plan, the
-------------------------------
assets of the Plan, to the extent that they are sufficient after the payment of
liabilities and expenses and reasonable reserves for expenses and liabilities
(absolute or contingent) of the funding agents, shall be allocated for the
purpose of paying benefits to Participants in the following order of precedence:
(a) First, in payment of all benefits of Participants or their
Beneficiaries provided for under this Plan which (i) were in pay status as
of the beginning of the three (3) year period ending on the Plan
Termination Date or (ii) would have been in pay status as of the beginning
of such three (3) year period if the Participant had retired prior to the
beginning of the three (3) year period and if his/her benefits had
commenced as of the beginning of such period; provided, however, that the
amount of benefits entitled to priority under this Section 15.4(a) shall be
the lowest amount payable under the provisions of the Plan in effect at any
time during the five (5) year period ending on the Plan Termination Date;
and provided further, that for the purposes of (i) above, the lowest
benefit in pay status during said three (3) year period prior to the Plan
Termination Date shall be considered the benefit in pay status for such
period.
(b) Second, in payment of all benefits provided for under the Plan
which (i) are guaranteed under Title IV of ERISA, or (ii) would be so
guaranteed if the provisions of Sections 4022(b)(5) and 4022(b)(6) of ERISA
were not applicable.
(c) Third, in payment of all benefits provided for under the Plan
which were vested and nonforfeitable on the Plan Termination Date, but
excluding those benefits which became vested and nonforfeitable solely by
reason of the termination of the Plan.
(d) Fourth, to all other benefits under the Plan.
(e) Fifth, to return to the Participating Employer any assets
remaining after the satisfaction of all liabilities for benefits under the
Plan to Participants and their Beneficiaries.
34
The assets of the Plan shall be used to provide benefits under the above
subsections in the order in which they appear before any benefits are provided
under the following subsection. Should the assets be insufficient to provide
full benefits under any subsection in the order of precedence, the benefit for
each Participant in the group for which the assets are insufficient shall be
reduced in the proportion that the available assets bear to the present value of
the full benefits for all Participants in the group; provided, however, that
with respect to Section 15.4(c) above, if any such proration is necessary the
assets available shall first be used to provide benefits based upon the Plan as
in effect five (5) years prior to the Plan Termination Date, and if the assets
available are insufficient to provide in full for such benefits, then the
benefits based upon the most recent Plan amendment under which the assets
available are sufficient to satisfy in full the benefits provided thereby shall
be used, with the remaining assets prorated on the basis of the benefits
provided under the terms of the next most recent Plan amendment. The
interpretation and application of this Section 15.4 shall be in conformity with
any regulations issued under Section 4044 of ERISA by the Secretary of Labor.
15.5 Continuation of the Trust Agreements, Etc. The allocation and
------------------------------------------
provision for the benefits described in Sections 15.4(a) through (d), inclusive,
shall be accomplished through either continuance of the Trust Agreements, the
creation of new Trust Agreements, or the purchase of annuity contracts;
provided, however, that the Committee, upon finding that it is not practicable
or desirable under the circumstances to do any of the foregoing with respect to
one or more of the groups listed in Section 15.4, may, with the consent of the
Board of Directors, provide some other means, including cash payments, but no
change shall be effected in the order of precedence and the basis of allocation
established therein.
15.6 Plan Termination Date. The Plan Termination Date, as used in this
---------------------
Article XV, shall be:
(a) The date established by the Committee and agreed to by the
Pension Benefit Guaranty Corporation, if the Plan is terminated in
accordance with Section 4041 of ERISA;
(b) The date established by the Pension Benefit Guaranty
Corporation and agreed to by the Committee, if the Plan is terminated by
the Pension Benefit Guaranty Corporation in accordance with Section 4042 of
ERISA; or
(c) The date established by a court of competent jurisdiction if
the Plan is terminated in accordance with either of the foregoing sections
of ERISA but no agreement is reached between the Committee and the Pension
Benefit Guaranty Corporation or a judicially appointed trustee.
15.7 Partial Termination.
-------------------
(a) In the event of a partial termination of the Plan within the
meaning of Code Section 411(d)(3), the interests of affected Participants
in the Trust Fund, as of the date of the partial termination, shall become
nonforfeitable as of that date.
35
(b) That portion of the assets of the Plan affected by the partial
termination shall be used exclusively for the benefit of the affected
Participants and their Beneficiaries, and no part thereof shall otherwise
be applied.
(c) With respect to Plan assets and Participants affected by a
partial termination, the Committee and the Trustee shall follow the same
procedures and take the same actions prescribed in this Article XV in the
case of a total termination of the Plan.
15.8 Failure to Contribute. The failure of the Participating Employer to
---------------------
contribute to the Trust in any year, if contributions are not required under the
Plan for that year, shall not constitute a complete discontinuance of
contributions to the Plan.
ARTICLE XVI
APPLICATION FOR BENEFITS
------------------------
16.1 Application for Benefits. The Committee may require any person
------------------------
claiming benefits under the Plan to submit an application therefor, together
with such documents and information as the Committee may require. In the case
of any person suffering from a disability which prevents the claimant from
making personal application for benefits, the Committee may, in its discretion,
permit another person acting on his/her behalf to submit the application.
16.2 Action on Application.
---------------------
(a) Within ninety (90) days following receipt of an application
and all necessary documents and information, the Committee's authorized
delegate reviewing the claim shall furnish the claimant with written notice
of the decision rendered with respect to the application.
(b) In the case of a denial of the claimant's application, the
written notice shall set forth:
(i) The specific reasons for the denial, with reference to
the Plan provisions upon which the denial is based;
(ii) A description of any additional information or material
necessary for perfection of the application (together with an
explanation why the material or information is necessary); and
(iii) An explanation of the Plan's claim review procedure.
(c) A claimant who wishes to contest the denial of his/her
application for benefits or to contest the amount of benefits payable to
him/her shall follow the procedures for an appeal of benefits as set forth
in Section 16.3 below, and shall exhaust such administrative procedures
prior to seeking any other form of relief.
16.3 Appeals.
-------
36
(a) (i) A claimant who does not agree with the decision
rendered with respect to his/her application may appeal the decision
to the Committee.
(ii) The appeal shall be made, in writing, within sixty-five
(65) days after the date of notice of the decision with respect to the
application.
(iii) If the application has neither been approved nor denied
within the ninety (90) day period provided in Section 16.2 above, then
the appeal shall be made within sixty-five (65) days after the
expiration of the ninety (90) day period.
(b) The claimant may request that his/her application be given
full and fair review by the Committee. The claimant may review all
pertinent documents and submit issues and comments in writing in connection
with the appeal.
(c) The decision of the Committee shall be made promptly, and not
later than sixty (60) days after the Committee's receipt of a request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible,
but not later than one hundred twenty (120) days after receipt of a request
for review.
(d) The decision on review shall be in writing and shall include
specific reasons for the decision, written in a manner calculated to be
understood by the claimant with specific reference to the pertinent Plan
provisions upon which the decision is based.
ARTICLE XVII
LIMITATION ON BENEFITS
----------------------
17.1 Basic Limitation.
----------------
(a) Notwithstanding anything to the contrary contained in this
Plan, and subject to the adjustments set forth below in this Article, the
maximum annual amount of retirement income payable to a Participant under
this Plan (the "Defined Benefit Dollar Limitation") shall not exceed the
lesser of:
(i) The Specific Dollar Limitation (as defined hereinbelow);
or
(ii) 100% of the Participant's average compensation for the
three consecutive calendar years during which he/she had the greatest
aggregate compensation.
As used herein the term "Specific Dollar Limitation" shall mean $90,000.
(b) In determining a Participant's Compensation (as defined in
Section 2.9(b)) for any Limitation Year, there shall be taken into account
only the compensation that is actually paid to or includible in the gross
income of the Participant during such Limitation Year. In all cases this
Subsection (b) shall be interpreted and applied in compliance with the
37
provisions of Treasury Regulations Section 1.415-2(d) or any successor
thereto.
(c) For purposes of applying the limitations of this Article, a
Limitation Year corresponding to the Plan Year has been adopted. The
Specific Dollar Limitation referred to in Subsection (a)(i) shall be
adjusted annually for increases in the cost of living which are authorized
under Code Section 415, effective as of January 1 of the year for which the
adjustment is made, with such adjustment to apply to the Limitation Year
ending with or within the calendar year of adjustment.
17.2 Annual Additions. The term "Annual Additions" means, for any
----------------
Limitation Year, the sum of the following amounts credited to a Participant:
(a) The amount credited to the Participant's accounts under all
defined contribution plans from contributions by the Company or an
Affiliated Company (including amounts deferred under a cash or deferred
arrangement under Section 401(k) of the Code);
(b) The Participant's contributions to such plans;
(c) Forfeitures; and
(d) Amounts described in Sections 415(l)(1) and 419A(d)(2) of the
Code.
17.3 Membership in Other Defined Benefit Plans. The limitations of this
-----------------------------------------
Article with respect to any Participant who at any time is or has been a
participant in any other defined benefit plan, as defined in Section 414(j) of
the Code (whether or not the plan has been terminated), maintained by the
Company or an Affiliated Company shall be applied as if the total benefits
payable under all such defined benefit plans in which the Participant has been a
participant were payable from one plan.
17.4 Membership in Defined Contribution Plans. Effective for Plan Years
----------------------------------------
beginning before January 1, 2000, if a Participant in this Plan is or was also a
participant in a defined contribution plan, as defined in Section 414(i) of the
Code (whether or not the plan has been terminated), to which contributions are
made by the Company or an Affiliated Company (whether or not the plan has been
terminated), then in addition to the Defined Benefit Dollar Limitation contained
in Section 17.1 of this Plan, the "Combined Plan Fraction" shall not exceed 1.0.
(a) The provisions of this Section 17.4 shall apply to any
Participant (herein a "Combined Plan Participant") in this Plan who is or
was also a participant in a defined contribution plan, as defined in
Section 414(i) of the Code, to which contributions are or were made by the
Company or an Affiliated Company (whether or not the plan has been
terminated). In addition to the limitation contained in Section 17.1 of
this Plan, for any Limitation Year the Combined Plan Fraction for any
Combined Plan Participant shall not exceed 1.0. As used herein the term
Combined Plan Fraction means, with respect to any Combined Plan
Participant, a fraction equal to the sum of the Defined Contribution Plan
Fraction and the Defined Benefit Plan Fraction for such Participant. In all
38
cases the calculation of such Combined Plan Fraction shall be made in
accordance with the provisions of Code Section 415(e) and the following
rules of this Section.
(b) "Defined Contribution Plan Fraction" means a fraction
determined in accordance with the provisions of Code Section 415(e) and the
following rules with respect to the combined participation by a Participant
in all defined contribution plans of the Company and all Affiliated
Companies:
(i) The numerator of such fraction is the sum (as determined
as of the end of the applicable Limitation Year) of all "Annual
Additions" to the Participant's accounts under all such plans for all
of his/her years of participation in such plans.
(ii) The denominator of the fraction is the sum of the lesser
of the following amounts determined separately with respect to each
Limitation Year and each year of service:
(A) The product of 1.25 multiplied by the dollar
limitation under Code Section 415(c)(1)(A) (determined without
regard to Subsection (c)(6) thereof) in effect for the applicable
Limitation Year; or
(B) The product of 1.4 multiplied by an amount equal to
the percentage of compensation limitation under Code Section
415(c)(1)(B) (or Subsection (c)(7) thereof, if applicable) that
applies with respect to the Participant for the applicable
Limitation Year.
(iii) Solely in the case of a defined contribution plan in
existence on July 1, 1982, at the election of the Plan Administrator,
in applying the above rules with respect to any year ending after
December 31, 1982, the denominator with respect to each Participant
for all years ending before January 1, 1983, shall be an amount equal
to the product of the denominator for the year ending in 1982
(determined using the rules in effect under Code Section 415(e)(3)(B)
at that time) multiplied by the "Transition Fraction." The "Transition
Fraction" is a fraction the numerator of which is the lesser of
$51,875, or 1.4 multiplied by 25% of the compensation of the
Participant for the year ending in 1981, and the denominator of which
is the lesser of $41,500, or 25% of the compensation of the
Participant for the year ending in 1981.
(c) "Defined Benefit Plan Fraction" means a fraction determined in
accordance with the provisions of Code Section 415(e) and the following
rules with respect to the combined participation by a Participant in all
defined benefit plans of the Company and all Affiliated Companies:
(i) The numerator of such fraction is the projected annual
benefit of the Participant under all such plans (determined as of the
close of the applicable Limitation Year). For purposes of this
Paragraph, a Participant's projected annual benefit shall be
determined in accordance with Treasury Regulations Section
1.415-7(b)(3).
39
(ii) The denominator of such fraction is the lesser of (A)
the product of 1.25 multiplied by the dollar limitation under Code
Section 415(b)(1)(A) for the applicable Limitation Year; or (B) the
product of 1.4 multiplied by the percentage of compensation limitation
under Code Section 415(b)(1)(B) with respect to the Participant for
the applicable Limitation Year.
(d) In the case of any Combined Plan Participant with respect to
whom the Combined Plan Fraction for any Limitation Year would exceed l.0,
the following corrective action shall be taken:
(i) First, the Committee or Plan Administrator shall make
such elections under Code Section 4l5 as may be available (if any)
which would allow the Plan to satisfy the Combined Plan Fraction
requirements of Code Section 4l5(e) without causing any reduction in
the benefits of participants under this Plan or any defined
contribution plan included in the calculation of the Combined Plan
Fraction (herein an "Included Defined Contribution Plan").
(ii) Second, to the maximum extent permissible under the
applicable provisions of Code Sections 40l through 4l5, the benefits
payable with respect to such Combined Plan Participant under the
Included Defined Benefit Plans shall be reduced or otherwise adjusted
so as to allow the Combined Plan Participant to satisfy the Combined
Plan Fraction requirements of Code Section 4l5(e) for the applicable
Limitation Year.
(iii) After reducing or otherwise adjusting the benefits
under Included Defined Contribution Plans to the maximum permissible
extent as provided under Paragraph (ii) above, to the extent necessary
to achieve compliance with the Combined Plan Fraction requirements of
Code Section 4l5(e) the Committee shall then implement reductions in
the Accrued Benefits otherwise payable under this Plan to such
Combined Plan Participant.
17.5 Adjustments in the Limitation. In applying the Defined Benefit
-----------------------------
Dollar Limitation on the maximum amount of annual retirement income permitted
under Section 17.1 above, the following special rules and adjustments shall be
applied:
(a) The Defined Benefit Dollar Limitation shall only apply to
benefits attributable to Company contributions, and any benefits payable at
any time under this Plan attributable to Participant contributions shall be
paid in addition to the maximum permitted benefit attributable to Company
contributions (subject, however, to applicable limitations under Code
Section 415 upon the payment of benefits attributable to employee
contributions under a defined benefit plan).
(b) If the retirement benefit of a Participant commences before
the Participant's Social Security Retirement Age, the Defined Benefit
Dollar Limitation shall be adjusted so that it is the actuarial equivalent
of an annual benefit of $90,000, multiplied by the adjustment factor under
40
Section 415(d) of the Code, as prescribed by the Secretary of the Treasury,
beginning at the Social Security Retirement Age. The adjustment provided
for in the preceding sentence shall be made as follows:
(i) in the case of a Participant whose Social Security
Retirement Age is age sixty-five (65), the Specific Dollar Limitation
shall be reduced by 5/9 of 1% for each month by which benefits
commence before the month in which the Participant attains age
sixty-five (65),
(ii) in the case of a Participant whose Social Security
Retirement Age is greater than age sixty-five (65), the Specific
Dollar Limitation shall be reduced by 5/9 of 1% for each of the first
thirty-six (36) months and 5/12 of 1% for each of the additional
months (up to twenty-four (24)) by which benefits commence before the
month in which the Participant attains Social Security Retirement Age,
and
(iii) if the benefit begins before age sixty-two (62), the
benefit must be limited to the Actuarial Equivalent of the
Participant's Specific Dollar Limitation for benefits commencing at
age sixty-two (62), with the reduced dollar limitation for such
benefits further reduced for each month by which benefits commence
before the month in which the Participant attains age sixty-two (62).
(c) If the retirement benefit of a Participant commences after the
Participant's Social Security Retirement Age, the Defined Benefit Dollar
Limitation shall be adjusted so that it is the actuarial equivalent of a
benefit of $90,000 beginning at the Social Security Retirement Age,
multiplied by the adjustment factor under Section 415(d) of the Code as
provided by the Secretary of the Treasury, based on the lesser of the
interest rate assumption under the Plan or on an assumption of five percent
(5%) per year.
(d) In the event that all or any portion of a Participant's
retirement income is payable in a form other than a single life annuity for
the life of the Participant or a Qualified Joint and Survivor Annuity under
Article VI, for purposes of applying the Defined Benefit Dollar Limitation
such other plan benefit shall be adjusted to a straight life annuity
(commencing at the same age) which is the Actuarial Equivalent Value of
such other plan benefit.
(e) For purposes of making the actuarial adjustments to the
Defined Benefit Dollar Limitation or to Plan benefits as provided under
Subsection (d), the interest rate assumption used shall be the greater of
(i) 5%, or (ii) the rate used under this Plan for determining Actuarial
Equivalent Values.
(f) In all cases the adjustments described hereinabove shall be
made in accordance with and to the extent required by the Regulations and
applicable Internal Revenue Service rules issued under Code Section
4l5(b)(2) and other applicable provisions of Code Section 4l5.
(g) "Social Security Retirement Age" means 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
41
216(l)(2) of such Act were 62. "Social Security Retirement Age" shall mean
age sixty-five (65) if the Participant was born before January 1, 1938, age
sixty-six (66) if the Participant was born before January 1, 1955, and age
sixty-seven (67) if the Participant was born after December 31, 1954.
17.6 Benefits Not in Excess of $10,000. The foregoing provisions of this
---------------------------------
Article shall not apply to any Participant who has not at any time participated
in any defined contribution plan maintained by the Company if his/her total
annual benefit in any year under this Plan and any other defined benefit plans
maintained by the Company is not in excess of $10,000 in the aggregate.
17.7 Adjustment of Limitation for Years of Service or Participation.
--------------------------------------------------------------
(a) If a Participant has completed less than ten years of
participation, the Participant's Accrued Benefit shall not exceed the
Defined Benefit Dollar Limitation as adjusted by multiplying such amount by
a fraction, the numerator of which is the Participant's number of years (or
part thereof) of participation in the Plan, and the denominator of which is
ten.
(b) If a Participant has completed less than ten years of service
with the Affiliated Companies, the limitations described in Sections
415(b)(1)(B) and 415(b)(4) of the Code shall be adjusted by multiplying
such amounts by a fraction, the numerator of which is the Participant's
number of years of service (or part thereof), and the denominator of which
is ten.
(c) In no event shall Sections 17.7(a) and (b) reduce the
limitations provided under Sections 415(b)(1) and (4) of the Code to an
amount less than one-tenth of the applicable limitation (as determined
without regard to this Section 17.7).
(d) To the extent provided by the Secretary of the Treasury, this
Section 17.7 shall be applied separately with respect to each change in the
benefit structure of the plan.
17.8 Affiliated Company. For purposes of this Article, the determination
------------------
of whether a company is an Affiliated Company shall be made after applying the
modifications required by Code Section 415(h) to the percentage tests of Code
Section 414(b) and (c).
ARTICLE XVIII
RESTRICTION ON ALIENATION
-------------------------
18.1 General Restrictions Against Alienation.
---------------------------------------
(a) The interest of any Participant or Beneficiary in the income,
benefits, payments, claims or rights hereunder, or in the Trust Fund shall
not in any event be subject to sale, assignment, hypothecation, or
transfer. Each Participant and Beneficiary is prohibited from anticipating,
encumbering, assigning, or in any manner alienating his/her interest under
the Trust Fund, and is without power to do so, except as may otherwise be
provided for in the Trust Agreement. The interest of any Participant or
42
Beneficiary shall not be liable or subject to his/her debts, liabilities,
or obligations, now contracted, or which may be subsequently contracted.
The interest of any Participant or Beneficiary shall be free from all
claims, liabilities, bankruptcy proceedings, or other legal process now or
hereafter incurred or arising; and the interest, or any part thereof, shall
not be subject to any judgment rendered against the Participant or
Beneficiary.
(b) In the event any person attempts to take any action contrary
to this Article XVIII, that action shall be void and the Participating
Employer, the Committee, the Trustees and all Participants and their
Beneficiaries may disregard that action and are not in any manner bound
thereby, and they, and each of them separately, shall suffer no liability
for any disregard of that action, and shall be reimbursed on demand out of
the Trust Fund for the amount of any loss, cost or expense incurred as a
result of disregarding or of acting in disregard of that action.
(c) The preceding provisions of this Section 18.1 shall be
interpreted and applied by the Committee in accordance with the
requirements of Code Section 401(a)(13) as construed and interpreted by
authoritative judicial and administrative rulings and regulations.
18.2 Qualified Domestic Relations Order.
----------------------------------
(a) Notwithstanding any other provision of the Plan to the
contrary, upon receipt by the Committee of a court order properly
authenticated by the clerk of the court of record (and found by the
Committee under the provisions of this Section 18.2 to be a qualified
domestic relations order within the meaning of Code Section 414(p)) which
awards any portion of a Participant's Account or Accounts to a former
Spouse and which requires payment thereof to such Spouse as soon as the
provisions of the Plan permit, the amount so awarded shall be promptly paid
in cash in a lump sum to the former Spouse. Such payment may be made prior
to the date the Participant is eligible to receive a distribution of his
Accounts in accordance with the provisions of this Plan. Notwithstanding
the foregoing, no such distribution shall be made if such distribution
could adversely affect the qualified status of the Plan.
(b) In the case of any domestic relations order ("DRO") issued by
a state court under state domestic relations law and received by the Plan,
if requested by any party thereto or if otherwise determined by the
Committee to be appropriate, the status of such DRO as a "qualified" DRO
under ERISA and the Code shall be determined by the Committee in accordance
with the procedures prescribed herein.
(i) Acknowledgment of Receipt of DRO. Within a reasonable
--------------------------------
time after receiving a DRO to which these procedures apply, the
Committee shall notify the affected Participant and each alternate
payee under the DRO of the receipt by the Plan of the DRO and of this
procedure.
(ii) Notice of Determination of "Qualified" Status of DRO.
----------------------------------------------------
Within a reasonable period after receipt of a DRO to which these
procedures apply, the Committee shall determine whether the DRO is a
"qualified domestic relations order", as defined in Section
43
206(d)(3)(B) of ERISA, and notify the affected Participant and each
alternate payee (or any representative designated by an alternate
payee by written notice to the Committee) of such determination.
(iii) Commencement of Payments Under a "Qualified" DRO. If
------------------------------------------------
the Committee determines that a DRO is "qualified," under Section
206(d)(3)(B) of ERISA the notice of the Committee's determination as
to the "qualified" status of the DRO shall also state that the
Committee will commence any payment due to an alternate payee under
the Plan and the DRO in accordance with terms of such DRO, unless
prior to the expiration of a period of sixty days from the date of the
mailing of the notice of the determination to the Participant and each
alternate payee, the Committee receives written notice of the
institution of legal proceedings disputing the Committee's
determination that the DRO is "qualified."
(iv) Determination of Amounts Payable. Prior to the date
--------------------------------
payments to an alternate payee are to commence under a "qualified"
DRO, the Committee shall determine the dollar amount payable to each
alternate payee under the terms of the Plan.
(v) Dispute as to "Qualified" Status of DRO. If the
---------------------------------------
Committee receives written notice that there is a dispute as to the
"qualified" status of a DRO, or if the Committee has not determined
the "qualified" status of a DRO, payments of any amounts otherwise
currently due to alternate payees under the DRO shall be deferred. In
that event, the Committee shall direct that the deferred amounts
otherwise currently payable under the DRO be separately accounted for
under the Plan. If within 18 months after the deferral of amounts
otherwise currently due, the "DRO" is determined by the Committee not
to be a valid "qualified domestic relations order," or the status of
the DRO has not been finally determined, any separately accounted for
amounts (including any interest thereon) may, in the discretion of the
Committee, be paid to the person or persons who would have been
entitled to such amounts if there had been no DRO. Any determination
after the expiration of the 18-month period that the DRO is a
"qualified domestic relations order" shall be applied prospectively
only.
(vi) "Alternate Payee" Under a DRO. An "alternate payee"
-----------------------------
includes any spouse, former spouse, child, or other dependent of a
Participant who is designated by the "qualified domestic relations
order" as having a right to receive all or a portion of the benefits
payable under the Plan with respect to the affected Participant.
(vii) Consultation with Legal Counsel and Actuary. The
-------------------------------------------
Committee may consult with legal counsel for the Plan in connection
with a determination as to whether the DRO is a "qualified" DRO, and
with the actuary for the Plan, if an actuarial determination is
required, in connection with the determination of amounts payable to
the Participant and each alternate payee under the terms of the DRO.
44
(viii) Not Binding. Nothing in this Section 18.2(b) shall
-----------
prevent the Plan, the Committee, or any other representative of the
Plan from applying such rules and procedures as it determines are
necessary or appropriate to protect the interests of the Plan or to
comply with applicable law, whether or not such action is inconsistent
with the provisions of this Section.
ARTICLE XIX
TOP-HEAVY PLAN RULES
--------------------
19.1 Purpose. The purpose of this Article is to ensure that the Plan
-------
conforms to the requirements of Code Section 401(a)(10)(B), through the
adjustments required herein, should the Plan become a Top-Heavy Plan within the
meaning of Code Section 416 or become subject to the application of the
provisions of Code Section 416 by reason of its inclusion in an Aggregation
Group within the meaning of Code Section 416(g). The provisions of this Article
shall be administered and interpreted strictly for the purposes of satisfying
the applicable minimum requirements of the Code.
19.2 Applicability. Notwithstanding any provision in this Plan to the
-------------
contrary, and subject to the limitations set forth in Section 19.9, the
requirements of Sections 19.5, 19.6, 19.7 and 19.8 shall apply under this Plan
in the case of any Plan Year in which the Plan is determined to be a Top-Heavy
Plan under the rules of Section 19.4. Except as is expressly provided to the
contrary, the rules of this Article shall be applied after the application of
the Affiliated Company rules of Section 2.2.
19.3 Definitions. For purposes of this Article, the following special
-----------
definitions and definitional rules shall apply:
(a) The term "Key Employee" means any Employee or former Employee
who, at any time during the Plan Year or any of the four preceding Plan
Years, is or was:
(i) An officer of the Company having an annual compensation
greater than 50% of the amount in effect under Code Section
415(b)(1)(A) for the Plan Year; provided, however, for such purposes
no more than 50 Employees (or, if lesser, the greater of three or 10%
of the Employees) shall be treated as officers;
(ii) One of the ten Employees having annual compensation from
the Company of more than the limitation in effect under Code Section
415(c)(1)(A) and owning (or considered as owning within the meaning of
Code Section 318) both more than a one-half percent (1/2%) interest in
the Company and the largest interests in the Company. For this
purpose, if two Employees have the same interest in the Company, the
Employee having greater annual compensation from the Company shall be
treated as having a larger interest;
(iii) A Five Percent Owner of the Company; or
(iv) A One Percent Owner of the Company having an annual
compensation from the Company of more than $150,000.
45
(b) The term "Five Percent Owner" means any person who owns (or is
considered as owning within the meaning of Code Section 318) more than 5%
of the outstanding stock of the Company or stock possessing more than 5% of
the total combined voting power of all stock of the Company.
(c) The term "One Percent Owner" means any person who would be
described in Subsection (b) if "1%" were substituted for "5%" each place
where it appears therein.
(d) The term "Non-Key Employee" means any Employee who is not a
Key Employee.
(e) The term "Determination Date" means, with respect to any plan
year, the last day of the preceding plan year. In the case of the first
plan year of any plan, the term "Determination Date" shall mean the last
day of that plan year.
(f) The term "Aggregation Group" means (i) each plan of the
Company in which a Key Employee is a Participant, and (ii) each other plan
of the Company which enables any plan described in clause (i) to meet the
requirements of Code Sections 401(a)(4) or 410. Any plan not required to be
included in an Aggregation Group under the preceding rules may be treated
as being part of such group if the group would continue to meet the
requirements of Code Sections 401(a)(4) and 410 with the plan being taken
into account.
(g) For purposes of determining ownership under Subsections (a),
(b) and (c) above, the following special rules shall apply: (i) Code
Section 318(a)(2)(C) shall be applied by substituting "5%" for "50%," and
(ii) the aggregation rules of Subsections (b), (c) and (m) of Code Section
414 shall not apply, with the result that the ownership tests of this
Section shall apply separately with respect to each Affiliated Company.
(h) For purposes of this Article XIX, the terms "Key Employee" and
"Non-Key Employee" shall apply to a Beneficiary of such Key Employee or
Non-Key Employee and such Beneficiary will acquire the character of the
Participant. Any inherited benefits payable to a deceased Participant's
Beneficiary shall retain the character of the benefits payable to the
Participant.
(i) For purposes of this Article, an Employee's compensation shall
be determined in accordance with the rules of Code Section 415.
19.4 Top-Heavy Status.
----------------
(a) The term "Top-Heavy Plan" means, with respect to any Plan
Year:
(i) Any defined benefit plan if, as of the Determination
Date, the Actuarial Equivalent Value of the cumulative accrued
benefits under the plan for Key Employees exceeds 60% of the Actuarial
Equivalent Value of the cumulative accrued benefits under the plan for
all Employees; and
46
(ii) Any defined contribution plan if, as of the
Determination Date, the aggregate of the account balances of Key
Employees under the plan exceeds 60% of the Actuarial Equivalent Value
of the aggregate of the account balances of all Employees under the
plan.
In applying the foregoing provisions of this Subsection (a), the valuation
date to be used in valuing Plan assets shall be (A) in the case of a
defined benefit plan, the same date which is used for computing costs for
minimum funding purposes, and (B) in the case of a defined contribution
plan, the most recent valuation date within a 12-month period ending on the
applicable Determination Date.
(b) Each plan maintained by the Company required to be included in
an Aggregation Group shall be treated as a Top-Heavy Plan if the
Aggregation Group is a Top-Heavy Group.
(c) The term "Top-Heavy Group" means any Aggregation Group if the
sum (as of the Determination Date) of (i) the Actuarial Equivalent Value of
the cumulative accrued benefits for Key Employees under all defined benefit
plans included in the group, and (ii) the aggregate of the account balances
of Key Employees under all defined contribution plans included in the group
exceeds 60% of a similar sum determined for all Employees. For purposes of
determining the Actuarial Equivalent Value of the cumulative accrued
benefit of any Employee, or the amount of the account balance of any
Employee, such Actuarial Equivalent Value or amount shall be increased by
the aggregate distributions made with respect to the Employee under the
plan during the five year period ending on the Determination Date. The
preceding prior distribution rule shall also apply to distributions under a
terminated plan that, if it had not been terminated, would have been
required to be included in an Aggregation Group; provided, however, any
rollover contribution or similar transfer initiated by the Employee and
made after December 31, 1983, to a plan shall not be taken into account
with respect to the transferee plan for purposes of determining whether
such plan is a Top-Heavy Plan (or whether any Aggregation Group which
includes such plan is a Top-Heavy Group).
(d) If any individual is a Non-Key Employee with respect to any
plan for any plan year, but the individual was a Key Employee with respect
to the plan for any prior plan year, any accrued benefit for the individual
(and the account balance of the individual) shall not be taken into account
for purposes of this Section.
(e) If any individual has not performed any services for the
Company or received any compensation from the Company (other than benefits
under the Plan) at any time during the five year period ending on the
Determination Date, any accrued benefit for such individual (and the
account balance of the individual) shall not be taken into account for
purposes of this Section. If any individual returns after the five (5) year
period, such individuals total accrued benefit shall be included in
determining the top heavy ratio.
(f) In applying the foregoing provisions of this Section, for
purposes of determining the Actuarial Equivalent Value of accrued benefits
47
under a defined benefit plan the following rules shall apply: (i) the
actuarial factors to be used shall be those as specified in Section 2.1 of
this Plan; and (ii) proportional subsidies shall be ignored and
nonproportional subsidies shall be considered in accordance with the
requirements of applicable regulations under Code Section 416.
(g) For all purposes of this Article, the provisions of this
Section shall be applied and interpreted in a manner consistent with the
provisions of Code Section 416(g) and the regulations thereunder.
(h) Solely for the purpose of determining if the Plan, or any
other plan included in a required aggregation group of which this plan is a
part, is top-heavy (within the meaning of Section 416(g) of the Code) the
accrued benefit of an Employee other than a key employee (within the
meaning of Section 416(i)(1) of the Code) shall be determined under (a) the
method, if any, that uniformly applies for accrued purposes under all plans
maintained by the Affiliated Employers, or (b) if there is no such method,
as if such benefit accrued not more rapidly than the slowest accrual rate
permitted under the fractional accrual rate of Section 411(b)(1)(C) of the
Code.
19.5 Minimum Benefits.
----------------
(a) For any Plan Year in which the Plan is determined to be a
Top-Heavy Plan, the Plan shall provide a minimum benefit (provided solely
by Company contributions) for each Participant who is Non-Key Employee and
who is credited with a Year of Service for the Plan Year, regardless of
such Participant's level of compensation or whether the Participant is
employed by the Company as of the last day of the Plan Year. This minimum
benefit, when expressed as an annual retirement benefit payable in the form
of a single life annuity beginning at the Participant's Normal Retirement
Age, shall be the greater of (i) the normal benefit accrued by such a
Participant for such a Plan Year under the benefit accrual provisions of
this Plan, or (ii) the lesser of (A) or (B) where: (A) is the product
derived by multiplying the Participant's average annual compensation during
the "testing period" by 20% minus the benefit (expressed as a percentage of
such average annual compensation) accrued by the Participant under this
Plan prior to such Top-Heavy Plan Year, and (B) is the product derived by
multiplying such average annual compensation by the product of 2%
multiplied by the Participant's years of service determined under the rules
of Subsection (b) below. As used herein the term "testing period" shall
mean the period of consecutive years (not exceeding 5) during which the
Participant had the greatest aggregate Compensation from the Company.
(b) For purposes of clause (ii)(B) of Subsection (a) above, years
of service shall be determined under the rules of paragraphs (4), (5) and
(6) of Code Section 411(a), subject, however, to the following special
rules: (i) a year of service shall not be taken into account if either (A)
the Plan was not a Top-Heavy Plan for the Plan Year ending with or within
such year of service, or (B) the year of service was completed in a Plan
Year beginning prior to January 1, 1984; and (ii) if service for vesting
purposes under the Plan is determined under the elapsed time method, then
such method shall be used (in lieu of the hours of service method
referenced in Section 411(a)(5) of the Code) in determining years of
service for purposes of clause (ii)(B) of Subsection (a).
48
(c) The Participant's minimum benefit determined under this
Section shall be calculated without regard to any Social Security benefits
payable to the Participant.
(d) In the event a Participant is covered by both a defined
contribution and a defined benefit plan maintained by the participating
Company, both of which are determined to be Top-Heavy Plans, the defined
benefit minimum shall be provided under the defined benefit plan, but shall
be offset by the benefits provided under the defined contribution plan.
19.6 Compensation Limitation. For any Plan Year in which the Plan is
-----------------------
determined to be a Top-Heavy Plan, the Plan shall not take into account an
Employee's Compensation in excess of the amount as may be permitted pursuant to
Code Section 401(a)(17). For Plan Years beginning on and after January 1,
1994, an Employee's Compensation in excess of the "OBRA '93 annual compensation
limit" as defined in Section 2.9(d) shall not be taken into account.
19.7 Maximum Benefit Limitations.
---------------------------
(a) Except as set forth below, for any Plan Year in which the Plan
is determined to be a Top-Heavy Plan, the rules of Code Sections
415(e)(2)(B) and 415(e)(3)(B) shall be applied by substituting "1.0" for
"1.25."
(b) The rule set forth in Subsection (a) above shall not apply if
the requirements of both Paragraphs (i) and (ii), below, are satisfied.
(i) The requirements of this Paragraph (i) are satisfied if
the rules of Section 19.5(a) above would be satisfied after
substituting "3%" for "2%" where it appears therein.
(ii) The requirements of this Paragraph (ii) are satisfied if
the Plan would not be a Top-Heavy Plan if "90%" were substituted for
"60%" each place it appears in Section 19.4(a)(ii).
(c) The rules of Subsection (a) shall not apply with respect to
any Employee as long as there are no (i) Company Contributions (including
amounts deferred under a cash or deferred arrangement under Section 401(k)
of the Code), forfeitures, or voluntary nondeductible contributions
allocated to the Employee under a defined contribution plan maintained by
the Company, or (ii) accruals by the Employee under a defined benefit plan
maintained by the Company.
(d) In the case where the Plan is subject to the rules of
Subsection (a) above, the rules of Code Section 415(e)(6)(B)(i) shall be
applied by substituting "$41,500" for "$51,875."
19.8 Vesting Rules.
-------------
(a) In the event that the Plan is determined to be Top-Heavy in
accordance with the rules of Section 19.4, then a Participant who has
completed at least three (3) one-year Periods of Service with the Company
or an Affiliated Company shall be one hundred percent (100%) vested in the
Plan.
49
(b) If the Plan ceases to be a Top-Heavy Plan, the vesting
schedule of the Plan shall (for such Plan Years as the Plan is not a
Top-Heavy Plan) revert to that provided in Section 8.2(a) (the "Regular
Vesting Schedule"). If such reversion to the Regular Vesting Schedule is
deemed to constitute a vesting schedule change that is attributable to a
Plan amendment (within the meaning of Code Section 411(a)(10)), then such
reversion to said Regular Vesting Schedule shall be subject to the
requirements of Section 8.2(b) of this Plan. For such purposes, the date of
the adoption of such deemed amendment shall be the Determination Date as of
which it is determined that the Plan has ceased to be a Top-Heavy Plan.
19.9 Non-Eligible Employees. The rules of this Article shall not apply to
----------------------
any Employee included in a unit of employees covered by a collective bargaining
agreement between employee representatives and one or more employers if
retirement benefits were the subject of good faith bargaining between such
employee representatives and the employer or employers.
ARTICLE XX
MISCELLANEOUS
-------------
20.1 No Enlargement of Employee Rights.
---------------------------------
(a) This Plan is strictly a voluntary undertaking on the part of
the Participating Employer and shall not be deemed to constitute a contract
between the Participating Employer and any Employee, or to be consideration
for, or an inducement to, or a condition of, the employment of any
Employee.
(b) Nothing contained in this Plan or the Trust shall be deemed to
give any Employee the right to be retained in the employ of the
Participating Employer or to interfere with the right of the Participating
Employer to discharge or retire any Employee at any time.
(c) No Employee, nor any other person, shall have any right to or
interest in any portion of the Trust Fund other than as specifically
provided in this Plan.
20.2 Addresses. Each Participant shall be responsible for furnishing the
---------
Committee with his/her correct current address and the correct current name and
address of his/her Beneficiary or Beneficiaries.
50
20.3 Notices and Communications.
--------------------------
(a) All applications, notices, designations, elections, and other
communications from Participants shall be in writing, on forms prescribed
by the Committee and shall be mailed or delivered to the office designated
by the Committee, and shall be deemed to have been given when received by
that office.
(b) Each notice, report, remittance, statement and other
communication directed to a Participant or Beneficiary shall be in writing
and may be delivered in person or by mail. An item shall be deemed to have
been delivered and received by the Participant when it is deposited in the
United States mail with postage prepaid, addressed to the Participant or
Beneficiary at his/her last address of record with the Committee.
20.4 Reporting and Disclosure. The Plan Administrator shall be
------------------------
responsible for the reporting and disclosure of information required to be
reported or disclosed by the Plan Administrator pursuant to ERISA or any other
applicable law.
20.5 Governing Law. All legal questions pertaining to the Plan shall be
-------------
determined in accordance with the provisions of ERISA and the laws of the State
of California. All contributions made hereunder shall be deemed to have been
made in California.
20.6 Interpretation. Article and Section headings are for convenient
--------------
reference only and shall not be deemed to be part of the substance of this
instrument or in any way to enlarge or limit the contents of any Article or
Section. Unless the context clearly indicates otherwise, masculine gender shall
include the feminine, and the singular shall include the plural and the plural
the singular.
20.7 Withholding for Taxes. Any payments out of the Trust Fund may be
---------------------
subject to withholding for taxes as may be required by any applicable federal or
state law.
20.8 Limitation on Participating Employer, Committee and Trustee
-----------------------------------------------------------
Liability. Any benefits payable under this Plan shall be paid or provided for
solely from the Trust Fund and neither the Participating Employer, the Committee
nor the Trustee assume any responsibility for the sufficiency of the assets of
the Trust to provide the benefits payable hereunder.
20.9 Successors and Assigns. This Plan and the Trust established
----------------------
hereunder shall inure to the benefit of, and be binding upon, the parties hereto
and their successors and assigns.
20.10 Counterparts. This Plan document may be executed in any number of
------------
identical counterparts, each of which shall be deemed a complete original in
itself and may be introduced in evidence or used for any other purpose without
the production of any other counterparts.
20.11 Application of Forfeitures. Any forfeiture of benefits arising from
--------------------------
a Participant's termination of employment, whether by reason of his/her death or
otherwise, prior to the termination of the Plan or the complete discontinuance
of contributions, will be used as soon as possible to reduce the Participating
Employer contributions otherwise payable under the Plan, and will not be used to
increase the benefits of Participants.
51
20.12 Mailing of Payments; Lapsed Benefits. All payments under the Plan
------------------------------------
shall be delivered in person or mailed to the last address of the Participant
(or, in the case of the death of the Participant, to that of any other person
entitled to such payments under the terms of the Plan) furnished pursuant to
Section 20.2 above. In the event that a retirement benefit is payable under
this Plan to a Participant or his/her Beneficiary (including any person or
entity entitled under Section 6.6 to receive the interest of a deceased
Participant or deceased designated Beneficiary), and such Participant or
eligible Beneficiary cannot be located for the purpose of effecting payment of
such benefit during a period of two consecutive years, such benefit shall, upon
the termination of such two year period, be forfeited and applied in accordance
with the provisions of Section 20.11. Notwithstanding the foregoing, if after
such a forfeiture the Participant or an eligible Beneficiary shall claim such
forfeited benefit, said forfeited benefit shall be reinstated and paid to such
claimant in accordance with all applicable provisions of this Plan.
52
IN WITNESS WHEREOF, 21st Century Insurance Group, a California corporation,
has caused this instrument to be executed by its duly authorized officer this
day of, 2001.
21ST CENTURY INSURANCE GROUP
By: ________________________________
By: ________________________________
53
APPENDIX I
EARLY RETIREMENT FACTORS
Percentage of Benefit Payable
-----------------------------
Age at Section 5.3 Section 7.2
Retirement (Note 2) (Note 3)
- ---------- ------------ ------------
55 50% 37.4%
56 55 41.0
57 60 45.0
58 65 49.5
59 70 54.4
60 75 60.0
61 80 66.2
62 85 73.2
63 90 81.1
64 95 89.9
65 100 100.0
<FN>
Note 1: Percentages should be prorated to reflect age at retirement in years
and months.
Note 2: Factors to be used for immediate early retirements (Section 5.3).
Reduction equal 5% for each year (5/12% for each month) that retirement precedes
age 65.
Note 3: Factors to be used for early retirement for terminated vested
participants (Section 7.2). True actuarial equivalent factors based on 8%
interest, 1983 Group Annuity Mortality Table (35% males, 65% females).
APPENDIX II
MORTALITY RATES FOR ACTUARIAL EQUIVALENCE
The following mortality table, based upon a fixed blend of 50 percent of
the male mortality rates and 50 percent of the female mortality rates from the
83 GAM, is the applicable mortality table for purposes of determining the
present value of Plan benefits under Section 417(e)(3) of the Code. The table
shows for each age the annual rate of mortality.
Mortality Mortality
Age Rate Age Rate
- --- --------- --- ---------
5 0.000257 60 0.005962
6 0.000229 61 0.006579
7 0.000210 62 0.007283
8 0.000199 63 0.008087
9 0.000195 64 0.009004
10 0.000195 65 0.010049
11 0.000201 66 0.012698
12 0.000209 67 0.014242
13 0.000216 68 0.015966
14 0.000224 69 0.017869
15 0.000233 70 0.019958
16 0.000241 71 0.022241
17 0.000251 72 0.024765
18 0.000261 73 0.027581
19 0.000272 74 0.030740
20 0.000283 75 0.031204
21 0.000297 76 0.038286
22 0.000310 77 0.042715
23 0.000325 78 0.047569
24 0.000341 79 0.052837
25 0.000359 80 0.058508
26 0.000378 81 0.064570
27 0.000398 82 0.071006
28 0.000422 83 0.077798
29 0.000446 84 0.084927
30 0.000475 85 0.092377
31 0.000505 86 0.100370
32 0.000538 87 0.108870
33 0.000574 88 0.118004
34 0.000614 89 0.1128107
35 0.000668 90 0.139029
36 0.000705 91 0.150645
37 0.000751 92 0.163045
38 0.000806 93 0.176292
39 0.000873 94 0.191504
40 0.000952 95 0.208253
APPENDIX II
MORTALITY RATES FOR ACTUARIAL EQUIVALENCE
(CONTINUED)
Mortality Mortality
Age Rate Age Rate
- ------ --------- --- ---------
41 0.001043 96 0.225097
42 0.001151 97 0.242999
43 0.001278 98 0.262351
44 0.001426 99 0.283670
45 0.001597 100 0.308186
46 0.001794 101 0.333156
47 0.002914 102 0.361975
48 0.002252 103 0.394472
49 0.002509 104 0.432808
50 0.002778 105 0.478674
51 0.003059 106 0.533916
52 0.003352 107 0.600414
53 0.003659 108 0.680076
54 0.003988 109 0.774845
55 0.004336 110 1.000000
56 0.004711
57 0.005121
58 0.005581
59 0.006103