<PAGE> 1
As filed with the Securities and Exchange Commission on November 3, 1999.
Registration No. ___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
----------------
THE WILLIAMS COMPANIES, INC.
(Exact name of issuer as specified in its charter)
----------------
Delaware 73-0569878
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Williams Center 74172
Tulsa, Oklahoma (Zip Code)
(Address of principal executive offices)
----------------
MID-SOUTH PACE SAVINGS AND RETIREMENT PLAN
(Full title of plan)
----------------
SHAWNA L. GEHRES, ESQ.
The Williams Companies, Inc.
One Williams Center, Tulsa, OK 74172
(918) 573-2000
(Name, address and telephone number of agent for service)
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price(2) Fee
- ------------- ---------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
($1 par value) 200,000(3) $37.50 $7,500,000.00 $2,085.00
======================================================================================================
</TABLE>
(1) Estimated based on the reported New York Stock Exchange composite
transactions closing price on October 29, 1999.
(2) Estimated solely for the purpose of calculating the filing fee.
[cover continued on next page]
<PAGE> 2
(3) Includes an equal number of Rights issuable under The Williams Companies,
Inc. Rights Plan.
================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference and made a
part of this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31 and June 30, 1999.
(c) The Company's Current Reports on Form 8-K dated January 26,
1999, March 1, 1999, March 24, 1999, April 29, 1999 and
October 18, 1999.
All reports subsequently filed by the Company and the Plan pursuant to
Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMES EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is empowered by Section 145 of the General Corporation Law
of Delaware, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of such person being
or having been a director, officer, employee or agent of the Company. The
statute provides that indemnification pursuant to its provisions is not
exclusive of other rights of indemnification to which a person may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors, or
otherwise. The By-laws of the Company provide for indemnification by the Company
of its directors and officers to the fullest extent permitted by the General
Corporation Law of Delaware. In addition, the Company has entered into indemnity
agreements with its directors and certain officers providing for, among other
things, the indemnification of and the advancing of expenses to such individuals
to the fullest extent permitted by law, and, to the extent insurance is
maintained, for the continued coverage of such individuals.
3
<PAGE> 4
Policies of insurance are maintained by the Company under which the
directors and officers of the Company are insured, within the limits and subject
to the limitations of the policies, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities which
might be imposed as a result of such actions, suits or proceedings, to which
they are parties by reason of being or having been such directors or officers.
ITEM 8. EXHIBITS.
4.1 Mid-South PACE Savings and Retirement Plan (formerly known as
Mid-South OCAW Savings and Retirement Plan)
5.1 Opinion and Consent of Shawna L. Gehres, Esq., Secretary and Counsel
for the Company
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Shawna L. Gehres (contained in Exhibit 5.1)
24.1 Power of Attorney
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offering.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, That paragraphs (a)(1)(i) and
(a)(1)(ii) of this Section do not apply if the
registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to
the Commission by the registrant pursuant to Section 13
or Section 15(d) of the
4
<PAGE> 5
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form 2-8.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Tulsa and State of Oklahoma on the 3rd day of
November, 1999.
5
<PAGE> 6
THE WILLIAMS COMPANIES, INC.
(Registrant)
By /s/ SHAWNA L. GEHRES
------------------------------
(Shawna L. Gehres
Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on November 3, 1999:
SIGNATURE TITLE
- --------- -----
* Chairman of the Board, President
- ------------------------ and Chief Executive Officer
Keith E. Bailey (Principal Executive Officer)
* Senior Vice President
- ------------------------ (Principal Financial Officer)
Jack D. McCarthy
* Controller
- ------------------------ (Principal Accounting Officer)
Gary R. Belitz
- ------------------------ Director
Hugh M. Chapman
* Director
- ------------------------
Glenn A. Cox
* Director
- ------------------------
Thomas H. Cruikshank
* Director
- ------------------------
William E. Green
6
<PAGE> 7
Director
- ------------------------
Patricia L. Higgins
* Director
- ------------------------
W. R. Howell
* Director
- ------------------------
James C. Lewis
* Director
- ------------------------
Jack A. MacAllister
* Director
- ------------------------
Frank T. MacInnis
* Director
- ------------------------
Peter C. Meinig
* Director
- ------------------------
Gordon R. Parker
Director
- ------------------------
Janice D. Stoney
* Director
- ------------------------
Joseph H. Williams
*By /s/ SHAWNA L. GEHRES
------------------------------------
(Shawna L. Gehres, Attorney-in-fact)
THE PLAN(S). Pursuant to the requirements of the Securities Act, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 3, 1999.
SIGNATURE TITLE
--------- -----
Mid-South PACE Savings and Retirement Plan
By /s/ MICHAEL P. JOHNSON
------------------------------------
Michael P. Johnson Senior Vice President
7
<PAGE> 8
INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
Exhibit Description
- ------- -----------
<S> <C>
Exhibit 4.1 Mid-South PACE Savings and Retirement Plan (formerly
known as Mid-South OCAW Savings and Retirement Plan)
Exhibit 5.1 Opinion and Consent of Shawna L. Gehres, Esq., Secretary and
Counsel for the Company
Exhibit 23.1 Consent of Ernst & Young LLP.
Exhibit 23.2 Consent of Deloitte & Touche LLP.
Exhibit 23.3 Consent of Shawna L. Gehres (contained in Exhibit 5.1)
Exhibit 24.1 Power of Attorney
</TABLE>
<PAGE> 1
EXHIBIT 4.1
MID-SOUTH OCAW
SAVINGS AND RETIREMENT PLAN
Effective January 1, 1999
<PAGE> 2
MID-SOUTH OCAW
SAVINGS AND RETIREMENT PLAN
Effective January 1, 1999
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I ADOPTION OF PLAN 1
ARTICLE II DEFINITIONS
2.1 Accrued Benefit......................................................................... 1
2.2 Active Participant...................................................................... 2
2.3 Actual Deferral Percentage.............................................................. 2
2.4 Administrative Committee................................................................ 2
2.5 Affiliate............................................................................... 2
2.6 After-Tax Contributions................................................................. 2
2.7 After-Tax Account....................................................................... 2
2.8 Annuity Starting Date................................................................... 3
2.9 Authorized Leave of Absence............................................................. 3
2.10 Beneficiary............................................................................. 3
2.11 Board of Directors...................................................................... 3
2.12 Code.................................................................................... 3
2.13 Common Stock............................................................................ 3
2.14 Company................................................................................ 3
2.15 Compensation............................................................................ 3
2.16 Computation Period...................................................................... 3
2.17 Contingent Annuitant.................................................................... 3
2.18 Deadline Day............................................................................ 3
2.19 Disability.............................................................................. 4
2.20 Effective Date.......................................................................... 4
2.21 Eligibility Break in Service............................................................ 4
2.22 Eligibility Computation Period.......................................................... 4
2.23 Eligibility Service..................................................................... 4
2.24 Eligible Employee....................................................................... 4
2.25 Employee................................................................................ 4
2.26 Employee Contribution Account........................................................... 5
2.27 Employee Contributions.................................................................. 5
2.28 Employer................................................................................ 5
2.29 Employer Contributions.................................................................. 5
2.30 Employer Contribution Account........................................................... 5
</TABLE>
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<PAGE> 3
<TABLE>
<S> <C>
2.31 Employer Nonmatching Contribution Account............................................... 5
2.32 Employer Nonmatching Contributions...................................................... 5
2.33 Employer Salary Deferral Contributions.................................................. 5
2.34 Employment Commencement Date............................................................ 5
2.35 Entry Date.............................................................................. 6
2.36 ERISA................................................................................... 6
2.37 Forfeiture.............................................................................. 6
2.38 Highly Compensated Employee............................................................. 6
2.39 Hour of Service......................................................................... 6
2.40 Investment Committee.................................................................... 8
2.41 Investment Fund......................................................................... 8
2.42 Leased Employee......................................................................... 9
2.43 Monthly Date............................................................................ 9
2.44 Non-Highly Compensated Employee......................................................... 9
2.45 Nonvested Account....................................................................... 9
2.46 Normal Form............................................................................. 9
2.47 One Year Break-in-Service............................................................... 9
2.48 Parent.................................................................................. 9
2.49 Participant............................................................................. 9
2.50 Plan.................................................................................... 9
2.51 Plan Year............................................................................... 9
2.52 Pre-Tax Account......................................................................... 9
2.53 Pre-Tax Contributions................................................................... 9
2.54 Prior Plan.............................................................................. 10
2.55 Prior Service........................................................................... 10
2.56 Procedure............................................................................... 10
2.57 Qualified Domestic Relations Order...................................................... 10
2.58 Qualified Joint and Survivor Form....................................................... 10
2.59 Qualified Preretirement Survivor Annuity................................................ 10
2.60 Reemployment Commencement Date.......................................................... 10
2.61 Recordkeeper............................................................................ 10
2.62 Related Plan............................................................................ 10
2.63 Rollover Contributions.................................................................. 10
2.64 Rollover Contribution Account........................................................... 11
2.65 Safe Harbor Testing Compensation........................................................ 11
2.66 Termination of Employment............................................................... 11
2.67 Trust................................................................................... 11
2.68 Trust Agreement......................................................................... 12
2.69 Trust Fund.............................................................................. 12
2.70 Trustee................................................................................. 12
2.71 Union................................................................................... 12
</TABLE>
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<PAGE> 4
<TABLE>
<S> <C>
2.72 Valuation Date.......................................................................... 12
2.73 Vesting Service......................................................................... 12
2.74 Year of Service......................................................................... 13
ARTICLE III PARTICIPATION
3.1 Entitlement to Participation............................................................ 14
3.2 Duration of Participation............................................................... 14
ARTICLE IV PRE-TAX CONTRIBUTIONS
4.1 Amount of Employee Contributions........................................................ 15
4.2 Manner of Electing...................................................................... 15
4.3 Change of Election...................................................................... 15
4.4 Effective Date of Election.............................................................. 15
4.5 Deposit of Employee Contribution........................................................ 16
4.6 Pre-Tax Contributions................................................................... 16
4.7 Limitation on Pre-Tax Contributions..................................................... 16
4.8 Maximum Amount of Pre-Tax Contributions................................................. 17
4.9 Excess Elective Contributions........................................................... 18
4.10 Requirements for Rollover Contributions................................................. 18
ARTICLE V EMPLOYER CONTRIBUTIONS AND ALLOCATIONS
5.1 Employer Matching Contributions......................................................... 20
5.2 Allocation of Employer Nonmatching Contributions and Forfeitures........................ 20
5.3 Determination and Amount of Employer Contributions...................................... 20
5.4 Application of Forfeitures.............................................................. 20
5.5 Maximum Contributions................................................................... 20
ARTICLE VI INVESTMENT PROVISIONS
6.1 Investment of Future Employee Contributions............................................. 25
6.2 Investment of Past Employee Contributions, Rollover Contributions and Employer Cash
Contribution Account.................................................................. 25
</TABLE>
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<PAGE> 5
<TABLE>
<S> <C>
ARTICLE VII TRUST AGREEMENT AND TRUSTEE
7.1 Funding Instrument...................................................................... 27
7.2 Selection of Trustee.................................................................... 27
7.3 Trustee's Duties........................................................................ 27
7.4 Trust Expenses.......................................................................... 27
7.5 Trust Entity............................................................................ 27
7.6 Accrued Benefit......................................................................... 27
7.7 Trust Income............................................................................ 28
7.8 Correction of Error..................................................................... 28
7.9 Investment Options...................................................................... 28
7.10 Voting and Tender Offers................................................................ 30
7.11 Right of Employers to Trust Assets...................................................... 32
7.12 Purchases of Common Stock............................................................... 33
7.13 Establishment and Deletion of Investment Funds.......................................... 33
7.14 Limitations and Special Features of Fund 10............................................. 34
ARTICLE VIII BENEFITS
8.1 Payment of Accrued Benefit on or after Normal Retirement Date or Total and Permanent
Disability............................................................................ 35
8.2 Payment of Accrued Benefit on Death..................................................... 36
8.3 Payment of Accrued Benefits Upon Termination of Employment; Vesting..................... 37
8.4 Withdrawal of Benefits.................................................................. 41
8.5 Form of Payment of Benefits............................................................. 41
8.6 Deduction of Taxes from Amounts Payable................................................. 41
8.7 Special Provisions Regarding Payment of Benefits........................................ 42
8.8 Facility of Payment..................................................................... 42
8.9 Advance Payment of Benefits............................................................. 42
8.10 Unclaimed Amounts....................................................................... 42
8.11 Domestic Relations Order Distributions.................................................. 43
8.12 Conversion Transaction Restrictions..................................................... 43
</TABLE>
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<PAGE> 6
<TABLE>
<S> <C>
ARTICLE IX DISTRIBUTION OF BENEFITS
9.1 Automatic Forms of Distribution......................................................... 44
9.2 Optional Forms of Distribution and Distribution Requirements............................ 44
9.3 Election Procedures..................................................................... 51
9.4 Notice Requirements..................................................................... 54
ARTICLE X ADMINISTRATION
10.1 Fiduciaries............................................................................. 56
10.2 Allocation of Responsibilities Among Named Fiduciaries.................................. 56
10.3 Powers and Duties of Administrative Committee........................................... 57
10.4 Provisions Concerning the Investment Committee.......................................... 58
10.5 Delegation of Responsibilities; Bonding................................................. 58
10.6 No Joint Fiduciary Responsibilities..................................................... 59
10.7 Information to be Supplied by Employer.................................................. 59
10.8 Records................................................................................. 59
10.9 Fiduciary Capacity...................................................................... 59
ARTICLE XI CLAIMS PROCEDURE
11.1 Initial Claim for Benefits.............................................................. 60
11.2 Review of Claim Denial.................................................................. 60
ARTICLE XII AMENDMENT AND TERMINATION OF THE PLAN
12.1 Discontinuance of Contributions......................................................... 62
12.2 Amendments.............................................................................. 62
12.3 Plan Termination........................................................................ 63
12.4 Payment Upon Termination................................................................ 63
ARTICLE XIII TOP-HEAVY PROVISIONS
13.1 Definitions............................................................................. 64
13.2 Application of Top-Heavy Provisions..................................................... 65
13.3 Top-Heavy Determination................................................................. 66
13.4 Vesting Requirements.................................................................... 66
13.5 Minimum Contribution Amount............................................................. 66
13.6 Adjustment in Maximum Limitation on Annual Benefits..................................... 67
</TABLE>
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<TABLE>
<S> <C>
ARTICLE XIV LOANS
14.1 Authorization of Loans.................................................................. 68
14.2 Minimum Requirements for Loans.......................................................... 68
14.3 Accounting for Loans.................................................................... 69
ARTICLE XV SPECIAL PLAN TO PLAN TRANSFERS
15.1 Transfers from Other Plans.............................................................. 70
ARTICLE XVI DIRECT ROLLOVERS
16.1 Right of Direct Rollover................................................................ 71
16.2 Definitions............................................................................. 71
ARTICLE XVII MISCELLANEOUS PROVISIONS
17.1 Employer Adoption....................................................................... 72
17.2 Plan Merger............................................................................. 72
17.3 Indemnification......................................................................... 72
17.4 Nonalienation of Benefits............................................................... 72
17.5 Contract of Employment.................................................................. 72
17.6 Source of Benefits...................................................................... 73
17.7 Employees' Trust........................................................................ 73
17.8 Gender and Number....................................................................... 73
17.9 Headings................................................................................ 73
17.10 Invalidity of Certain Provisions........................................................ 73
17.11 Law Governing........................................................................... 73
Appendix I Procedure for Identification and Processing of Qualified Domestic Relations Orders...... I-1
</TABLE>
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<PAGE> 8
MID-SOUTH OCAW
SAVINGS AND RETIREMENT PLAN
Effective January 1, 1999
ARTICLE I
GENERAL
The Plan is a restatement and continuation of the MAPCO PETROLEUM INC.
Savings and Retirement Plan for Employees in Bargaining Units Represented by
Oil, Chemical and Atomic Workers Local Union 3-631 which became effective
January 1, 1985 and now shall be named the Mid-South OCAW Savings and Retirement
Plan.
The Company has agreed to modify the Prior Plan in several respects as
a result of the purchase of MAPCO PETROLEUM, INC. by The Williams Companies,
Inc. The restatement, effective January 1, 1999, is set forth in this document
and is substituted in lieu of the prior document.
This restated Plan is maintained for the exclusive benefit of Employees
of the Employer who are in bargaining units represented by the Oil, Chemical and
Atomic Workers Local Unions 3-631 and 3-206. All persons covered under the plan
on December 31, 1998 shall continue to be covered under the restated plan with
no loss of eligibility or benefits.
It is intended that the Plan, as restated, shall continue to qualify as
a profit sharing plan under the Internal Revenue Code of 1986, including any
later amendments to the Code.
ARTICLE II
DEFINITIONS
The following provisions of this Article provide basic definitions that
are used throughout this Plan:
2.1 "Accrued Benefit" means a Participant's entire interest in the
Trust Fund, as described in Section 7.6, determined as of any Valuation Date and
reflected by the records maintained by the Recordkeeper. The value of an Accrued
Benefit at any time shall be its value as adjusted on the coinciding or
immediately preceding Valuation Date.
<PAGE> 9
2.2 "Active Participant" means, for each payroll period, a Participant
who makes Employee Contributions to the Plan for such payroll period.
2.3 "Actual Deferral Percentage" means, subject to Section 4.8, with
respect to the group consisting of all Highly Compensated Employees who are
Eligible Employees and the separate group consisting of all Non-Highly
Compensated Employees who are Eligible Employees, the average for the current
Plan Year with respect to Highly Compensated Employees and for the preceding
Plan Year with respect to Non-Highly Compensated Employees of the ratios,
calculated separately for each Eligible Employee in each such group, of (i) the
sum of his Pre-Tax Contributions and Employer Salary Deferral Contributions, if
any, allocated to his Pre-Tax Contribution Account to (ii) the Safe Harbor
Testing Compensation of such Eligible Employee for such Plan Year determined
without regard to whether the Eligible Employee was an Active Participant.
Notwithstanding the foregoing, the Administrative Committee may elect, in
accordance with Code Section 401(k)(3) and applicable guidance of the Internal
Revenue Service, to use the average of the ratios for the current Plan year in
lieu of the preceding Plan Year with respect to the group of Non-Highly
Compensated Employees. For this purpose, all Pre-Tax Contributions and all other
effective contributions under any other plan which is aggregated with the Plan
for purposes of Code Sections 401(a)(4) or 410(b) (other than Code Section
410(b)(2)(A)(ii)) shall be treated as made under a single plan and, if two or
more plans are permissively aggregated for purposes of Code Section 401(k), the
aggregated plans must satisfy Code Sections 401(a)(4) and 410(b) as though they
were a single plan.
2.4 "Administrative Committee" means the Board of Trustees which
consists of those persons designated by the Company and the Union to administer
this Plan, as provided in Section 10.2.
2.5 "Affiliate" means any corporation which is a member of the
controlled group of corporations (as defined in Code Section 414(b)) which
includes an Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with an Employer; an
organization (whether or not incorporated) which is a member of a related
company service group (as defined in Code Section 414(m)) which includes an
Employer and any other entity required to be aggregated with an Employer
pursuant to regulations under Code Section 414(o). Solely for purposes of
applying the maximum limitation on Annual Additions set forth in Section 5.5,
the standard of control under Code Sections 414(b) and 414(c) shall be deemed to
be "more than 50%" rather than "at least 80%".
2.6 "After-Tax Contributions" means contributions made by the
Participant which are not Pre-Tax Contributions nor Rollover Contributions.
2.7 "After-Tax Account" means a subaccount plus income and gains
credited thereto and minus all losses, expenses, distributions, and transfers
chargeable thereto, comprised of the Participant's After-Tax Contributions to
this Plan.
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<PAGE> 10
2.8 "Annuity Starting Date" means, for a Participant, the first day of
the first period for which an amount is paid on an annuity or any other form.
2.9 "Authorized Leave of Absence" means an absence, with or without
compensation, authorized on a non-discriminatory basis by an Employer. An
Authorized Leave of Absence may be granted by an Employer for sickness,
Disability, accident, jury, military duty, or for other reasons and shall be
granted for military service to the extent the Plan is required to do so under
applicable federal law.
2.10 "Beneficiary" means any person designated under Section 8.2 to
receive the Accrued Benefit of a Participant that is payable under this Plan
upon death.
2.11 "Board of Directors" means the board of directors of the Company.
2.12 "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any subsequent Internal Revenue Code. References to any
section of the Code shall be deemed to include similar sections of the Code as
renumbered or amended.
2.13 "Common Stock" means common stock issued by The Williams
Companies, Inc.
2.14 "Company" means MAPCO Petroleum Inc.
2.15 "Compensation" means the first $160,000 (or such higher amount as
may be permitted under Section 401(a)(17) of the Code) of salary or wages as
defined in Code Section 3401(a) for purposes of income tax withholding paid to
an Eligible Employee by an Employer while the Eligible Employee is entitled to
be an Active Participant of this Plan, including Pre-Tax Contributions, and
salary reduction amounts contributed to any cafeteria plan or flexible benefit
plan established by an Employer in accordance with Code Section 125 and related
sections of the Code.
2.16 "Computation Period" means the 12-consecutive month period
described in Section 2.22 to determine Eligibility Service and the calendar year
to determine Vesting Service.
2.17 "Contingent Annuitant" means an individual named by the
Participant to receive a lifetime benefit after the Participant's death in
accordance with a survivorship life annuity.
2.18 "Deadline Day" means the day of the month, as determined by the
Administrative Committee, in its sole discretion, for providing advance notice
under this Plan with respect to a particular activity, such as a change in the
amount of a Participant's contributions, a change in investments under Section
6.1 or a request for a withdrawal.
-3-
<PAGE> 11
2.19 "Disability" means that a Participant is disabled, as a result of
sickness or injury, to the extent that he is prevented from engaging in any
substantial gainful activity, and is eligible for and receives a disability
benefit under Title II of the Federal Social Security Act. A Participant's
Accrued Benefit shall become fully vested in the event he becomes Disabled.
2.20 "Effective Date" means January 1, 1999, which is the general
effective date of this amendment and restatement, unless a different date for a
particular Plan provision is expressly provided in the Plan.
2.21 "Eligibility Break in Service" means an Eligibility Computation
Period in which an Employee is credited with 500 or fewer Hours-of-Service. A
Participant incurs an Eligibility Break in Service on the last day of an
Eligibility Computation Period in which such Participant has an Eligibility
Break in Service.
2.22 "Eligibility Computation Period" means a 12-consecutive month
period. The first Eligibility Computation Period begins on an Employee's
Employment Commencement Date. Later Eligibility Computation Periods shall be
12-consecutive month periods ending on the last day of each Plan Year that
begins after a Participant's Employment Commencement Date. To determine an
Eligibility Computation Period after an Eligibility Break in Service, the Plan
shall use the 12-consecutive month period beginning on an Employee's
Reemployment Commencement Date as if his Reemployment Commencement Date were his
Employment Commencement Date.
2.23 "Eligibility Service" means one year of service for each
Eligibility Computation Period that has ended and in which an Employee is
credited with at least 1,000 Hours-of-Service or has rendered service as a truck
driver in a bargaining unit represented by OCAW Local Union #3-631 or #3-206.
2.24 "Eligible Employee" means any regular Employee of an Employer
whose employment classification with an Employer is one of the following:
Hourly class (paid on an hourly rate basis) or a truck driver
covered by an existing and effective collective bargaining
agreement entered into by OCAW Local Union #3-631 and an Employer.
A truck driver who is covered by an existing and effective
collective bargaining agreement entered into between OCAW Local
Union #3-206 and an Employer.
2.25 "Employee" means any individual who is employed as a common law
employee of an Employer or an Affiliate.
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2.26 "Employee Contribution Account" means the aggregate of, as
applicable, a Participant's interest in his After-Tax Account, Pre-Tax Account,
and Rollover Contribution Account. A Participant's Employee Contribution Account
is fully-vested and nonforfeitable at all times.
2.27 "Employee Contributions" means a Participant's Pre-Tax
Contributions and After-Tax Contributions.
2.28 "Employer" means the Company and any Affiliate which has become a
party to this Plan, as well as any corporation, company or firm which is a
successor corporation to the Company or any corporation, company or firm which
shall by written agreement assume the obligations of this Plan.
2.29 "Employer Contributions" means the payments made from time to time
by an Employer to the Trustee designated as Employer Salary Deferral
Contributions, or Employer Nonmatching Contributions.
2.30 "Employer Contribution Account" means, the aggregate of, as
applicable, a Participant's Employer Nonmatching Contribution Account, and
Employer Salary Deferral Contributions.
2.31 "Employer Nonmatching Contribution Account" means a subaccount,
plus all income and gains credited thereto, and minus all losses, expenses and
distributions chargeable thereto, comprised of Employer Nonmatching
Contributions allocated to a Participant.
2.32 "Employer Nonmatching Contributions" means the payments made from
time to time by an Employer to the Trustee designated as contributions to be
credited to the Employer Nonmatching Contribution Account of each Participant
for whom such Employer contributes to the Plan in accordance with Section 5.1.
2.33 "Employer Salary Deferral Contributions" means the payments made
from time to time by an Employer to the Trustee in accordance with Section 4.8
or 4.9 to satisfy the nondiscrimination tests set forth in Article IV. All such
payments shall be nonforfeitable at all times and shall be allocated to a
subaccount of the Employer Contribution Account maintained for the Participant
on whose behalf any such payment is made. Notwithstanding any other provision of
the Plan, no amount held in such subaccount maintained on behalf of any
Participant may be withdrawn prior to such Participant's Termination of
Employment.
2.34 "Employment Commencement Date" means the date an Employee first
performs an Hour-of-Service, including service performed by an Employee who is a
truck driver, even though his compensation is not based on an hourly rate.
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2.35 "Entry Date" means the date an Employee first enters the Plan as
an Active Participant.
2.36 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.
2.37 "Forfeiture" means the portion of a Participant's Accrued Benefit
which is forfeited pursuant to Sections 8.3(c) or 8.10.
2.38 "Highly Compensated Employee" means, applying the provisions of
subsections (b) and (c) below, an Employee performing services for any Employer
or an Affiliate during the current Plan Year who:
(a) (1) during either the current Plan Year, or the immediately
preceding Plan Year was a 5 percent (5%) owner of an Employer or
Affiliate; or (2) for the immediately preceding Plan Year received Safe
Harbor Testing Compensation from the Employer or an Affiliate in excess
of $80,000 (as adjusted pursuant to Code Section 414(q) from time to
time) and, if the Company elects for a Plan Year, was in the "top-paid
group."
(b) For purposes of this Section 2.38 the "top-paid group" for any
Plan Year is the group consisting of the top 20 percent (20%) of
Employees when ranked on the basis of compensation paid during such
Plan Year.
(c) The determination of who is a Highly Compensated Employee,
including the determinations of the number and identity of Employees in
the "top-paid group" and the number of Employees treated as excluded
shall be made in accordance with Code Section 414(q) and the
regulations thereunder.
2.39 "Hour of Service" means:
(a) each hour for which the Employee is paid, or entitled to
payment, directly or indirectly, from an Employer or an Affiliate;
(b) each hour for which back pay, irrespective of mitigation of
damages, is awarded to the Employee or agreed to by the Employer or an
Affiliate;
(c) each hour an Employee is paid or entitled to payment by an
Employer or an Affiliate on account of a period of time during which no
duties are performed due to vacation, holiday, illness, incapacity
(including disability), lay-off, jury duty, military duty or leave of
absence. An Hour of Service for which an Employee is directly or
indirectly paid
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or entitled to payment on account of a period during which the Employee
performed no duties shall not be credited to the Employee, if such
payment is made or due under a plan maintained solely for the purpose
of complying with any applicable worker's compensation, disability
insurance, or unemployment compensation law. Hours of Service also
shall not be credited for a payment which solely reimburses the
Employee for medical or medically related expenses incurred by the
Employee. Not more than five hundred and one (501) Hours of Service
shall be credited under this subsection (c) to the Employee on account
of any single continuous period during which the Employee performs no
duties (whether or not such period occurs in a single Computation
Period). For purposes of this subsection (c), a payment shall be deemed
to be made by or due from an Employer regardless of whether such
payment is made by or due from an Employer directly, or indirectly
through, among others, a trust fund, or insurer, to which an Employer
contributes or pays premiums and regardless of whether contributions
made or due to the trust fund, insurer or other entity are for the
benefit of particular employees or are on behalf of a group of
employees in the aggregate;
(d) Solely for purposes of determining whether an Employee has
incurred a One Year Break-in-Service, an Employee who is not otherwise
credited with an Hour of Service under subsection (a), (b) or (c),
above, shall be credited with an Hour of Service for each additional
hour which is part of an Employee's customary work week with an
Employer or an Affiliate during which the Employee is on an unpaid
Authorized Leave of Absence, provided the Employee resumes employment
with an Employer or an Affiliate upon the expiration of such Authorized
Leave of Absence. For purposes of this subsection (d), an Employee's
customary work week will consist of five, 8-hour days;
(e) Solely for purposes of determining whether a One Year
Break-in-Service has occurred for purposes of eligibility and vesting,
an Employee who is absent from work for maternity or paternity reasons
and who is not otherwise credited with an Hour of Service under
Subsections (a), (b), (c) or (d), above, shall receive credit for the
Hours of Service for which he would have been regularly scheduled had
the Employee performed duties for an Employer or an Affiliate during
such absence, or in the absence of a regularly scheduled number of
hours, forty (40) hours per week (or eight (8) hours per day). For
purposes of such determination, an absence from work for maternity or
paternity reasons means an absence (i) by reason of the pregnancy of
the Employee, (ii) by reason of the birth of a child of such Employee,
(iii) by reason of the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or (iv) for
purposes of caring for such child for a period beginning immediately
following such birth or placement. Hours of Service credited for
purposes of such determination shall be credited in the Computation
Period in which such absence begins, if necessary to prevent a One Year
Break-in-Service in such period, or, in all other cases, in the next
following Computation Period. In no event will more than five hundred
one (501) Hours of Service be credited for any single continuous period
of time during which the person did not or would not have performed
duties. The
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Administrative Committee may, in its discretion, require an Employee
who is absent from work for maternity or paternity reasons to furnish
information to the Administrative Committee to establish that the
Employee's absence from work is for maternity or paternity reasons and
the number of days for which there was such an absence. Each Employer
reserves the right to terminate the employment of any Employee who is
absent from work without authorization, without regard to whether such
Employee is entitled to be credited for Hours of Service pursuant to
this Subsection 2.40(e); and
(f) The same Hours of Service shall not be credited more than once
under this Section 2.39. The determination of Hours of Service for
reasons other than the performance of duties shall be made in
accordance with the provisions of Labor Department Regulations, 29
C.F.R. Section 2530.200b-2(b), and Hours of Service shall be credited
to Computation Periods in accordance with the provisions of Labor
Department Regulations, Section 29 C.F.R. Section 2530.200b-2(c).
2.40 "Investment Committee" means the committee appointed by the
Administrative Committee pursuant to Article X to recommend Investment Funds and
perform the other duties allocated to it under Article X.
2.41 "Investment Fund" means, subject to Section 7.14, one or more or
all of the following funds in which a Participant may direct the investment of
his Accrued Benefit (other than any portion thereof allocated to his Employer
Matching Contribution Account) and his future Employee Contributions:
(a) "Investment Fund '1'," as described in Section 7.9(a)(1);
(b) "Investment Fund '2'," as described in Section 7.9(a)(2);
(c) "Investment Fund '3'," as described in Section 7.9(a)(3);
(d) "Investment Fund '4'," as described in Section 7.9(a)(4);
(e) "Investment Fund '5'," as described in Section 7.9(a)(5);
(f) "Investment Fund '6'," as described in Section 7.9(a)(6);
(g) "Investment Fund '7'," as described in Section 7.9(a)(7);
(h) "Investment Fund '8'," as described in Section 7.9(a)(8);
(i) "Investment Fund '9'," as described in Section 7.9(a)(9); and
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<PAGE> 16
(j) "Investment Fund '10'," as described in Section 7.9(a)(10).
2.42 "Leased Employee" means any "leased employee," within the meaning
of Code Section 414(n), who is not described within the safe harbor exception of
Code Section 414(n) (5). A person shall not be treated as a Leased Employee
until such person has performed services for an Employer or an Affiliate on a
substantially full-time basis for a consecutive twelve (12) month period.
2.43 "Monthly Date" means each January 1 and the same day of each
following month during the Plan Year beginning on such date.
2.44 "Non-Highly Compensated Employee" means an Employee of an
Affiliate who is not a Highly Compensated Employee for the Plan Year under
consideration.
2.45 "Nonvested Account" means the part, if any, of a Participant's
Account that is in excess of his Vested Account.
2.46 "Normal Form" means a single life annuity with installment refund.
2.47 "One Year Break-in-Service" means a Computation Period within
which an Employee completes not more than 500 Hours of Service.
2.48 "Parent" means The Williams Companies, Inc. and any successor
entity which owns more than fifty percent (50%) of the Company.
2.49 "Participant" means an Employee participating in the Plan as
provided in Article III.
2.50 "Plan" means the Mid-South OCAW Savings & Retirement Plan as
amended from time to time.
2.51 "Plan Year" means a twelve (12)-consecutive month period
commencing on each January 1.
2.52 "Pre-Tax Account" means a subaccount, plus income and gains
credited thereto and minus all losses, expenses and distributions chargeable
thereto, comprised of a Participant's Pre-Tax Contributions.
2.53 "Pre-Tax Contributions" means contributions made on behalf of a
Participant under the terms of Section 4.7.
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2.54 "Prior Plan" means the MAPCO Petroleum Inc. Savings and Retirement
Plan for Employees in Bargaining Units Represented by Oil, Chemical and Atomic
Workers Local Unions 3-631 and 3-206, as in effect from time to time prior to
January 1, 1999.
2.55 "Prior Service" means the number of full and partial Years of
Service recognized, respectively, as Years of Eligibility Service and Vesting
Service under the Prior Plan as of December 31, 1998, for purposes of
determining the nonforfeitable right to Employer Contributions held by the Plan
on behalf of an individual who is employed by an Employer on January 1, 1999.
2.56 "Procedure" means the Procedure for Identification and Processing
of Qualified Domestic Relations Orders, which is attached hereto and
incorporated herein as Appendix I.
2.57 "Qualified Domestic Relations Order" has the meaning set forth in
the Procedure.
2.58 "Qualified Joint and Survivor Form" means, for a Participant who
has a spouse, an immediate survivorship life annuity with installment refund,
where the survivorship percentage is 50% and the Contingent Annuitant is the
Participant's spouse. A former spouse will be treated as the spouse to the
extent provided under a qualified domestic relations order as described in Code
Section 414(p). If a Participant does not have a spouse, the Qualified Joint and
Survivor Form means the Normal Form. The amount of benefit payable under the
Qualified Joint and Survivor Form shall be the amount of benefit which may be
provided by the Participant's Vested Account.
2.59 "Qualified Preretirement Survivor Annuity" means a single life
annuity with installment refund payable to the surviving spouse of a Participant
who dies before his Annuity Starting Date. A former spouse will be treated as
the surviving spouse to the extent provided under a qualified domestic relations
order as described in Code Section 414(p).
2.60 "Reemployment Commencement Date" means the date an Employee first
performs an Hour-of-Service following an Eligibility Break in Service.
2.61 "Recordkeeper" means the corporation or other entity appointed by
the Administrative Committee to keep the records (including records of voice
instructions) under the Plan.
2.62 "Related Plan" means any other defined contribution plan, as
defined in Code Section 414(i), or any defined benefit plan, as defined in Code
Section 414(j), maintained by an Employer or an Affiliate, respectively called a
Related Defined Contribution Plan or Related Defined Benefit Plan.
2.63 "Rollover Contributions" means contributions made by a Participant
under the terms of Section 4.10.
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2.64 "Rollover Contribution Account" means a subaccount, plus income
and gains credited thereto and minus all losses, expenses and distributions
chargeable thereto, comprised of the Participant's Rollover Contributions.
2.65 "Safe Harbor Testing Compensation" means, with respect to each
Plan Year, the first $160,000 (or such other amount as may be permitted under
Section 401(a)(17) of the Code) of an Eligible Employee's compensation within
the meaning of Code Section 415(c)(3) during the period such Eligible Employee
is eligible to participate subject to the following adjustments, if the Plan
Administrator determines, in its discretion, to make such adjustments for a Plan
Year:
(a) The Administrative Committee may elect to exclude all of the
following items for a Plan Year, namely, reimbursements or other
expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation and welfare benefits; and
(b) The Administrative Committee may elect to include all of the
following items for a Plan Year, namely (i) elective contributions that
are made by an Employer on behalf of its employees that are not
includable in gross income under Code Section 125, 402(a)(8), 401(h)
and 403(b); (ii) compensation deferred under an eligible deferred
compensation plan within the meaning of Code Section 457(b) (deferred
compensation plans of state and local governments and tax-exempt
organizations); and (iii) employee contributions (under governmental
plans) described in Code Section 414(h)(2) that are picked up by the
employing unit and thus are treated as employer contributions.
2.66 "Termination of Employment" means (a) a resignation by an Employee
for any reason, (b) a dismissal of an Employee for any reason, (c) the death or
retirement of an Employee, including a cessation of employment on account of
total and permanent Disability, (d) a disposition which meets the requirements
of Code Section 401(k)(10)(A)(ii) of substantially all the assets of an Employer
used by such Employer in a trade or business, but only with respect to a
Participant who continues employment with the corporation acquiring such assets
and only where the sponsorship of this Plan is not transferred to the controlled
group of entities acquiring such assets, or (e) a disposition which meets the
requirements of Code Section 401(k)(10)(A)(iii) by an Employer or an Affiliate
of such corporation's interest in a subsidiary, but only with respect to a
Participant who continues employment with such subsidiary and only where the
sponsorship of this Plan is not transferred to the controlled group of entities
acquiring such subsidiary. Employment transfers by an Employee from employment
by one Employer or Affiliate to employment by another Employer or Affiliate
shall not be regarded as a Termination of Employment.
2.67 "Trust" means the legal entity resulting from the Trust Agreement
(and any amendments thereto) between the Company and the Trustee, by which
Employer Contributions and Employee Contributions shall be received, held,
invested and distributed to or for the benefit of the Participants and
Beneficiaries.
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2.68 "Trust Agreement" means the agreement between the Company and the
Trustee, as amended from time to time.
2.69 "Trust Fund" means all property, real or personal, received or
held by the Trustee, plus all income and gains and minus all losses, expenses,
and distributions chargeable thereto.
2.70 "Trustee" means any corporation, individual or individuals who
shall accept the appointment as Trustee to execute the duties of the Trustee as
specifically set forth in the Trust Agreement.
2.71 "Union" means the Oil, Chemical and Atomic Workers Local Unions
#3-631 and #3-206.
2.72 "Valuation Date" means each day of the Plan Year on which
Investment Funds are valued, as determined by the Administrative Committee in
its sole discretion.
2.73 "Vesting Service" means the sum of:
(a) The Employee's whole years of Prior Service determined as of
December 31, 1998, under the provisions of the Prior Plan; plus
(b) each Year of Service earned after December 31, 1998; plus
(c) any other service designated by an Employer as Vesting Service
in an acquisition agreement approved by the Company or in the
Employer's resolution adopting this Plan; plus
(d) any other service with an Employer or an Affiliate as a Leased
Employee, if such service would have constituted a Year of Service
under the applicable provisions of this Plan, if the Leased Employee
had been a common law employee of an Employer; and
(e) any other service with an Employer or an Affiliate as a Leased
Employee, if such service would have constituted a Year of Service
under the applicable provisions of this Plan, if the Leased Employee
had been a common law employee of an Employer;
but, excluding any service before January 1, 1999, if under the break-in-service
provisions of the applicable Prior Plan in effect at the time of such
break-in-service, such service was not taken into
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account. Service that is not taken into account by reason of the exclusions set
forth above shall not be taken into account in applying this Section 2.74 to a
subsequent break-in-service.
2.74 "Year of Service" means a Computation Period within which an
Employee completes at least 1,000 Hours of Service.
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ARTICLE III
PARTICIPATION
3.1 Entitlement to Participation. Each Eligible Employee who was a
Participant of the Prior Plan on December 31, 1998, shall be eligible to
participate in this Plan in accordance with the terms of this Plan. Any other
Eligible Employee shall be entitled to become a Participant with respect to
Employer Nonmatching Contributions under Sections 5.1 and 5.2 on the first day
of any month following the completion of a year of Eligibility Service. In
addition, any Eligible Employee shall be entitled to become an Active
Participant by making Employee Contributions under Article IV on or after the
first day of the month following such Participant's date of hire.
Notwithstanding the foregoing, an Eligible Employee who is rehired on or after
January 1, 1999 shall be entitled to participate immediately upon reemployment
by an Employer, if the Eligible Employee had participated at any time before
reemployment in this Plan.
3.2 Duration of Participation. An Eligible Employee shall become an
Active Participant as of the date he commences to make Employee Contributions to
this Plan in accordance with Section 4.2. By electing to make such contributions
or accepting Employer Contributions, an Employee agrees to be bound by the terms
and conditions of this Plan. Participation as an Active Participant shall
continue during any period in which an Eligible Employee makes Employee
Contributions to this Plan. A person shall continue as a Participant until the
entire Accrued Benefit of such person has been distributed pursuant to the terms
of this Plan.
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ARTICLE IV
PRE-TAX CONTRIBUTIONS
4.1 Amount of Employee Contributions. To become an Active Participant,
an Eligible Employee, who has satisfied the participation requirements of
Section 3.1, may elect in the manner described in Section 4.2 to contribute
monthly to this Plan by: (i) payroll salary reduction in the form of Pre-Tax
Contributions any whole percentage from 1% through 15% (or such lesser
percentage as may be established from time to time by the Administrative
Committee for all Eligible Employees or only for Highly Compensated Employees)
of his Compensation for such month, and (ii) by payroll deduction or such other
method approved by the Administrative Committee in the form of After-Tax
Contributions any whole percentage from 1% through 15% (or such lesser
percentage as may be established from time to time by the Administrative
Committee for all Eligible Employees or only for Highly Compensated Employees)
of his Compensation for such month; provided, the total After-Tax Contributions
when added to Pre-Tax Contributions may never exceed 15% of his Compensation for
such month. Employee Contributions may not be made-up by any person, unless
permitted by the Administrative Committee.
4.2 Manner of Electing. An Eligible Employee must have completed and
delivered to the Administrative Committee an enrollment and transaction
authorization form prepared by the Administrative Committee which authorizes the
Eligible Employee to give voice instructions to the Recordkeeper. In addition,
the Eligible Employee shall have provided all necessary voice instructions
required by the Recordkeeper, in its sole discretion, to enroll in the Plan,
including the authorization of the Employer, to deduct from or reduce the
Employee's Compensation through payroll deduction or payroll salary reduction by
an amount equal to the product of (i) the contribution percentage selected by
the Employee multiplied by (ii) the Employee's Compensation for the applicable
payroll periods. If the Administrative Committee authorizes other methods of
making Employee Contributions, an Eligible Employee shall complete and timely
deliver to the Administrative Committee or the Recordkeeper such forms or voice
instructions authorized by the Administrative Committee for that purpose on or
before the Deadline Day.
4.3 Change of Election. Subject to the temporary suspensions for
withdrawals under Section 8.4 and the adjustment provisions of Sections 5.5 and
4.7 through 4.9, a contribution percentage selected by the Participant shall
continue in effect, notwithstanding any change in his Compensation, until the
earliest of the date (i) his election to change his contribution percentage is
effective, or (ii) he ceases to be an Eligible Employee.
4.4 Effective Date of Election. A contribution percentage election or
change of such election made by an Eligible Employee shall be effective on the
first day of the month designated by such Eligible Employee, if proper voice
instructions are given by the Eligible Employee to the Recordkeeper no later
than the Deadline Day of the month immediately preceding the month in
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which the initial election or any change of such election is to be effective.
The Administrative Committee, in its discretion, may waive the foregoing advance
notice requirement. However, in no event shall an election to commence making
Employee Contributions become effective prior to the first day of the month next
following the last day of a period during which the Participant is barred from
making contributions under Section 8.4.
4.5 Deposit of Employee Contributions. All Pre-Tax Contributions for
any payroll period shall be delivered to the Trustee as soon as practicable but
in all events before the close of the month immediately after the month in which
such payroll period ends and shall be held for investment by the Trustee under
the Trust Agreement in accordance with the Participant's elections under Section
6.1. An After-Tax Account and a Pre-Tax Account shall be established on behalf
of each Participant to record the amount of After-Tax Contributions and Pre-Tax
Contributions respectively made by such Participant to the Plan. Income and
gains earned on the Participant's Employee Contribution Accounts shall be
credited thereto and losses, expenses and distributions chargeable to the
Participant's Employee Contribution Accounts shall be deducted therefrom. A
Participant's Employee Contribution Accounts shall be fully vested at all times.
4.6 Pre-Tax Contributions. Subject to the limitations of Sections 5.5
and 4.7 through 4.9, Pre-Tax Contributions for a Participant shall consist of
the dollar amount of Pre-Tax Contributions for a particular year or a particular
period of time that result from a Participant's electing to have Employer
Contributions made by his Employer in the form of a salary reduction. Each
Participant may elect to have his Compensation reduced by a contribution
percentage designated by him under Section 4.2 for the balance of the calendar
year subsequent to such election. All such elections may be made to be effective
on the date of becoming eligible for this Plan or on a later date. The
contribution percentage of a Participant can be changed pursuant to Section 4.3
or 4.7.
4.7 Limitation on Pre-Tax Contributions. During each Plan Year, the sum
of the Pre-Tax Contributions shall satisfy the test contained in either
subsection (a) or (b), taking into account the special rules of subsections (c),
(d) and (e) below:
(a) The Actual Deferral Percentage of the Highly Compensated
Employees who are eligible to make contributions under Section 4.2
shall not be more than one hundred twenty-five percent (125%) of the
Actual Deferral Percentage of the Non-Highly Compensated Employees who
are eligible to make contributions under Section 4.2; or
(b) The excess of the Actual Deferral Percentage of the Highly
Compensated Employees who are eligible to make contributions under
Section 4.1 over the Actual Deferral Percentage of the Non-Highly
Compensated Employees who are eligible to make contributions under
Section 4.1 shall not be more than two (2) percentage points, and the
Actual Deferral Percentage of the Highly Compensated Employees who are
eligible to make contributions under Section 4.1 shall not be more than
two hundred percent (200%) of the
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<PAGE> 24
Actual Deferral Percentage of the Non-Highly Compensated Employees who
are eligible to make contributions under Section 4.1. Notwithstanding
the foregoing, the percentages provided in this subsection (b) shall be
subject to reduction to the extent provided in the regulations issued
by the Secretary of the Treasury for the purpose of preventing a
multiple use of this test with respect to any Highly Compensated
Employee. In this regard, Treasury Regulation 1.401(m)-2 is
incorporated herein by reference. In addition, any required reductions
for failure to meet the multiple use test shall be made to the
Contribution Percentage of all Highly Compensated Employees.
(c) The actual deferral ratio ("ADR") of an eligible Highly
Compensated Employee (for purposes of determining the Actual Deferral
Percentage) shall be determined by treating all cash or deferred
arrangements maintained by the Company or an Affiliate under which the
Highly Compensated Employee is eligible, as a single arrangement.
(d) In the event the Actual Deferral Percentages for a Plan Year
do not satisfy either of the tests set forth in subsections (a) and (b)
above, (1) the Employers may make qualified nonelective Employer Salary
Deferral Contributions in an equal dollar amount to those Nonhighly
Compensated Employees included in such tests who have Compensation
during the Plan Year of Twenty-Two Thousand Dollars ($22,000) or less
and who are Eligible Employees on the last day of the Plan Year, (2)
the Administrative Committee may distribute the excess elective
contributions of Highly Compensated Employees in accordance with
Section 4.9, or (3) a combination of the foregoing remedies may be
applied in order that one of the foregoing tests is met for such Plan
Year in accordance with the requirements of Code Section 401(k) and
regulations promulgated thereunder. In all events, one of the foregoing
tests shall be met with respect to each Plan Year.
In the event that the Administrative Committee, at its sole discretion,
estimates that the Pre-Tax Contributions which will be made to the Plan with
respect to a Plan Year will not satisfy any of the tests set forth above, the
Administrative Committee may reduce or adjust, at any time or times before the
close of the Plan Year, the maximum percentage of Compensation that all Highly
Compensated Employees shall be permitted to elect to contribute as Pre-Tax
Contributions for the remainder of the Plan Year to meet one of the tests set
forth above.
4.8 Maximum Amount of Pre-Tax Contributions. With respect to each Plan
Year, the total Pre-Tax Contributions to the Plan attributable to salary
reduction on behalf of any Participant shall not exceed Ten Thousand Dollars
($10,000) multiplied by the adjustment factor provided by the Secretary of the
Treasury in accordance with Code Section 402(g)(5). In the event that the
Pre-Tax Contributions to the Plan for any Participant exceed the amount
described above, the Administrative Committee shall return, not later than the
first April 15 following the close of the taxable year, the Pre-Tax Contribution
in excess of the amount described above, together with any income allocable
thereto, to the affected Participant.
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4.9 Excess Elective Contributions.
(a) If one of the tests described in Section 4.7 is not satisfied
after taking into account any qualified nonelective and qualified
matching contributions, if any, made or to be made (before the end of
the next following Plan Year), the Administrative Committee shall
determine the excess Pre-Tax Contributions ("Excess Elective
Contributions") of each Highly Compensated Employee for such Plan Year
by applying the method described in applicable regulations.
(b) The Administrative Committee may adjust the actual deferral
ratio ("ADR") of each affected Highly Compensated Employee by causing
distribution of Excess Elective Contributions, in accordance with
applicable regulations on the basis of the amount of Pre-Tax
Contributions, by or on behalf of each such Highly Compensated
Employee. Any such distribution shall be completed no later than the
first March 15 following the end of such Plan Year, if the
Administrative Committee desires to avoid the penalty tax under Code
Section 4979, but in no event later than the end of the first
twelve-month period following the end of such Plan Year. Any
distribution of less than the entire amount of the Excess Elective
Contributions with respect to any Highly Compensated Employee shall be
treated as a pro rata distribution of Excess Elective Contributions and
income allocable thereto. The amount of Excess Elective Contributions
to be distributed shall be reduced by any excess deferrals previously
distributed with respect to the Plan Year in accordance with Section
4.8. Income allocable to distributed Excess Elective Contributions with
respect to a Plan Year shall be distributed therewith and shall include
income for such Plan Year but not for the gap period between the end of
such Plan Year and the date of distribution of such Excess Elective
Contributions.
4.10 Requirements for Rollover Contributions. An Eligible Employee may
make a Rollover Contribution to the Plan only in accordance with the provisions
of this Section 4.10. A Rollover Contribution shall be limited to direct or
indirect transfers to this Plan which consist of (i) an amount not in excess of
the maximum amount of an eligible rollover distribution which may be rolled over
to a qualified trust in accordance with Code Section 402(c), or (ii) the entire
amount received as a distribution qualifying as a rollover contribution from an
individual retirement account or individual retirement annuity in accordance
with Code Section 408(d)(3). The Administrative Committee, in its discretion,
shall determine in every instance whether the foregoing criteria have been met
prior to acceptance of any such contribution. The Administrative Committee may
request of the Eligible Employee any documents or evidence it deems necessary
and may seek the advice of counsel to assist it in making such a determination.
Rollover Contributions shall be paid to the Trustee in cash or such other form
of payment as may be approved by the Administrative Committee in its discretion.
A Rollover Contribution shall be delivered to the Trustee as soon as
practicable, but in no event later than sixty (60) days after the amount thereof
was received by the Eligible
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Employee. The Trustee shall initially invest the cash portion of the Rollover
Contribution in Fund 1 and the Common Stock portion of the Rollover Contribution
in Fund 9. The Trustee shall reinvest such Rollover Contribution in accordance
with the Eligible Employee's subsequent elections, if any, pursuant to Section
6.2. In general, an Eligible Employee shall be deemed to be a Participant with
respect to his Rollover Contribution only to the extent necessary as determined
by the Administrative Committee, prior to having become a Participant for all
purposes in accordance with Section 3.1. In this regard, such Eligible Employee
shall be permitted to make a loan under Article XIII, however, in no event shall
such Eligible Employee be permitted to make a withdrawal under Section 8.4,
prior to having so become a Participant. The Administrative Committee or its
delegate shall establish a Rollover Contribution Account on behalf of the
Eligible Employee to record the amount of his Rollover Contribution. An Eligible
Employee's Rollover Contribution Account shall be fully vested at all times.
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ARTICLE V
EMPLOYER CONTRIBUTIONS AND ALLOCATIONS
5.1 Employer Nonmatching Contributions. Subject to Sections 5.5, 12.1,
12.2, and 12.3, each Employer will contribute in cash an amount equal to six (6)
percent of each eligible Participant's Compensation for each month (calendar
quarter prior to December 31, 1998) of employment.
5.2 Allocation of Employer Nonmatching Contributions and Forfeitures.
As of the last day of each month (calendar quarter prior to December 31, 1998),
the contributions which are designated as Employer Nonmatching Contributions and
which are contributed to the Trust, shall be computed, allocated and delivered
to the Trustee as soon as practicable, but in all events on or before the last
day of the month immediately after the month in which a payroll period ends. A
Participant who retires, dies or terminates employment due to Disability during
such Plan Year shall share in the allocation on the basis of the Compensation he
earns prior to his retirement, Disability or death. All other Participants will
share in the allocation only if they are in the active employ of the Employer or
on an Authorized Leave of Absence on the last day of the month.
5.3 Determination and Amount of Employer Contributions. The Company
shall determine the amount of any contribution to be made by each Employer
hereunder. Such determination shall be binding on all Participants, the Trustee,
and the Employer. Under no circumstances shall any Participant or Beneficiary
have any right to examine the books and records of any Employer.
5.4 Application of Forfeitures. All Forfeitures that are not applied in
accordance with Sections 7.8, 8.3(c), or 8.10 or used to pay expenses of this
Plan at the direction of the Administrative Committee shall be applied to reduce
Employer Contributions. Each Employer's share of such Forfeitures shall be
determined by the Administrative Committee in its discretion.
5.5 Maximum Contributions.
(a) Amount of Limitation. Notwithstanding any other provision of
this Plan, a Participant's Annual Additions for any Plan Year shall not
exceed the lesser of:
(1) Twenty-five percent (25%) of the Participant's
415 Compensation during the Plan Year; or
(2) $30,000 (or, if greater, one-fourth of the dollar
limitation in effect under Code Section 415(b)(1)(A) for such
Plan Year).
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(b) "Annual Additions" means, with respect to a Participant for
any Plan Year, the sum of (1), (2) and (3) below, excluding (4) below,
where:
(1) is Employer Contributions and Forfeitures, if
any, allocated to the Participant's Employer Contribution
Account and Employee Contributions allocated to the
Participant's Employee Contribution Account;
(2) is the amount of employer contributions,
forfeitures and voluntary contributions allocated to an
account on behalf of the Participant under any Related Defined
Contribution Plan;
(3) is any contributions allocated to an individual
medical account of a Participant that is part of a Related
Defined Benefit Plan to the extent such contributions are
required to be treated as Annual Additions to a Related
Defined Contribution Plan by Section 415(1) of the Code; and
(4) is, with respect to an employee stock ownership
plan (as described in Code Section 4975(e) (7)) which meets
the requirements of Code Section 415(c) (6) for such Plan
Year,
(A) forfeitures of employer securities
(within the meaning of Code Section 409) under such
an employee stock ownership plan, if such securities
were acquired with the proceeds of a loan (as
described in Code Section 404(a)(9)(A); and
(B) employer contributions to such an
employee stock ownership plan which are deductible
under Code Section 404(a)(9)(B) and charged against
such Participant's account.
(c) "415 Compensation" means a Participant's earned income, wages,
salaries, and fees for personal services and other amounts paid or made
available during the Plan Year for personal services actually rendered
in the course of employment with the Company or
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an Affiliate (including, but not limited to, commissions and
compensation for services on the basis of a percentage of profits and
bonuses), but excluding (1) any Pre-Tax Contributions for such
Participant, (2) amounts realized from the exercise of a non-qualified
stock option, or when restricted stock or property held by the
Participant either becomes freely transferable or is no longer subject
to a substantial risk of forfeiture, (3) amounts realized from the
sale, exchange or other disposition of stock acquired under a qualified
stock option, and (4) other amounts which receive special tax benefits
such as any premiums for group term life insurance which are not
includable in the Participant's gross income. Notwithstanding the
foregoing, the Administrative Committee shall exclude relocation pay
(including mortgage interest differential) from 415 Compensation and
may exclude from 415 Compensation any other item which the
Administrative Committee determines to be administratively
impracticable to measure or count or required as an exclusion under
regulations or rulings issued by the Internal Revenue Service pursuant
to Code Section 415.
(d) "Defined Benefit Plan Fraction" means for any limitation year
a fraction (X)/(Y), where (X) is the "projected annual benefit" of the
Participant under the plan (determined as of the close of the
limitation year), and (Y) is the greater of the product of 1.25
multiplied by the "projected current accrued benefit," or the lesser
of: (i) the product of 1.25 multiplied by the maximum dollar limitation
provided under Code Section 415(b)(l)(A) for such limitation year, or
(ii) the product of 1.4 multiplied by the amount which may be taken
into account under Code Section 415(b)(l)(B) for such limitation year.
For purposes of applying the limitations of Code Section 415, the
"projected annual benefit" for any Participant is the benefit, payable
annually, under the terms of the plan determined pursuant to Treasury
Regulation 1.415-7(b) (3). For purposes of applying the limitations of
Code Section 415, "projected current accrued benefit" for any
Participant in a Related Defined Benefit Plan in existence on July 1,
1982, shall be the accrued benefit, payable annually, provided for
under applicable rulings by the Internal Revenue Service and Treasury
Regulations.
(e) "Defined Contribution Plan Fraction" means for any limitation
year a fraction (X)/(Y), where (X) is the cumulative sum of the Annual
Additions to the Participant's accounts as of the close of the
limitation year and (Y) is the sum of the lesser of the following
determined for such year and each prior year of service with the
Company: (i) the product of 1.25 multiplied by the dollar limitation in
effect under Code Section 415(c)(l)(A) for such limitation year or (ii)
the product of 1.4 multiplied by the amount which may be taken into
account under Code Section 415(c)(1)(B) for such limitation year.
Notwithstanding the foregoing, the numerator of the Defined
Contribution Plan Fraction shall be adjusted pursuant to Treasury
Regulation 1.415-7(d) (1) and applicable rulings of the Internal
Revenue Service.
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<PAGE> 30
(f) Application of Limitations. If the Annual Additions for a
Participant of this Plan for any Plan Year exceed the limitation
provided in subsection (a) above, such excess (the "Annual Excess")
shall not be allocated to such Participant's accounts but shall be
treated in the following manner:
(1) After-Tax Contributions allocable to such
Participant and any earnings attributable thereto shall be
reduced to the extent necessary to reduce the Annual Excess to
zero;
(2) Pre-Tax Contributions allocable to such
Participant and any earnings attributable thereto shall be
reduced to the extent necessary to reduce the Annual Excess to
zero;
(3) If an Annual Excess remains, Employer
Non-matching Contributions allocable to such Participant shall
be reduced or suspended to the extent necessary to reduce the
Annual Excess to zero;
(4) If an Annual Excess remains, Employer Salary
Deferral Contributions and any earnings attributable hereto
shall be reduced or suspended to the extent necessary to
reduce the Annual Excess to zero;
(5) Any reduction in a Participant's allocations of
After-Tax Contributions and any earnings attributable thereto
under Section 5.7(g)(1) shall be either refunded to the
Participant or suspended, as determined by the Administrative
Committee in its discretion, and if suspended, utilized to
reduce future After-Tax Contributions on behalf of such
Participant for succeeding Plan Years;
(6) Any reduction in a Participant's allocations of
Pre-Tax Contributions and any earnings attributable thereto
under Section 5.7(g)(2) shall be suspended and utilized to
reduce future Pre-Tax Contributions on behalf of such
Participant for succeeding Plan Years;
(7) Any reduction in a Participant's allocations of
Employer Contributions and any earnings attributable thereto
under Sections 5.7(g)(3), and in the Participant's Employer
Salary Deferral Contributions and any earnings attributable
thereto under Section 5.7(g)(4) shall be separately suspended
and utilized to reduce future Employer Contributions and
Employer Salary Deferral Contributions, respectively, on
behalf of the Participant for succeeding Plan Years;
(8) In the event any amount attributable to Employer
Contributions suspended under Section 5.7(g)(7) remains
unallocated to such Participant's Employer Contribution
Account during a Plan Year following the Plan Year in which
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<PAGE> 31
such Participant ceases to be a Participant, such amount shall
be applied to reduce Employer Contributions and Employer
Salary Deferral Contributions, respectively, for all
Participants for such Plan Year and succeeding Plan Years, as
necessary to reduce such amount to zero;
(9) Any suspended amounts attributable to Employee
Contributions remaining as of such Participant's Termination
of Employment shall be returned to such Participant; and
(10) Any suspended amounts attributable to Employer
Contributions remaining upon Plan termination shall be
returned to the Employers and any suspended amounts
attributable to Employee Contributions remaining upon Plan
termination shall be returned to such Participant.
(g) If a Participant participates in any Related Defined Benefit
Plan, the sum of the Defined Benefit Plan Fraction and the Defined
Contribution Plan Fraction for such Participant shall not exceed 1.0
(the "Combined Fraction"). If the Combined Fraction of such Participant
exceeds 1.0, the Participant's Defined Benefit Plan Fraction shall be
reduced by limiting the Participant's annual benefits payable from the
Related Defined Benefit Plan in which he participates to the extent
necessary to reduce the Combined Fraction of such Participant to 1.0.
The Participant's defined contribution plan fraction shall be
determined by application of (1) the special transition rules under
Section 415(e) (4) of the Code, (2) the special limitation for employee
stock ownership plans under Section 415(c)(6) of the Code and, (3) if
elected by the Administrative Committee, the special transition rule
for Plan Years ending after December 31, 1982 under Section 415(e)(6)
of the Code.
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ARTICLE VI
INVESTMENT PROVISIONS
6.1 Investment of Future Employee and Employer Contributions.
(a) Amount of Investment Election. An Active Participant may
direct the Trustee, by submission of proper voice instructions, in such
form as the Recordkeeper, in its discretion, may require from time to
time, to invest his future Employee Contributions and future Employer
Contributions in one or more of the Plan's Investment Funds. In
general, all such contributions will be invested in Fund 1 unless the
Active Participant designates the Investment Funds in which such
contributions are to be invested. If an Active Participant elects to
invest his future Employee Contributions and future Employer
Contributions in more than one Investment Fund, he must designate the
percentage in whole multiples of one percent (1%).
(b) Effective Date of Investment Election. An investment election
hereunder (or a change of such election) with respect to future
Employee Contributions and future Employer Contributions shall be
effective approximately ten (10) days after the month in which the
Active Participant provides the proper voice instructions required by
the Recordkeeper, in its discretion, provided such voice instructions
are received by the Recordkeeper no later than the Deadline Day. The
Administrative Committee, in its discretion, may waive the foregoing
advance notice requirement.
(c) Change of Investment Election. The investment election of a
Participant shall continue in effect, notwithstanding any change in his
Compensation, his contribution percentage or his status as an Active
Participant, until the date a change of his investment election is
effective.
6.2 Investment of Past Contributions and Rollover Contributions.
(a) Amount of Conversion Election. A Participant may direct the
Trustee, by providing the Recordkeeper (or other party designated by
the Administrative Committee) with the proper voice (or written)
instructions required by the Recordkeeper (or other party designated by
the Administrative Committee) in its discretion, the investment of that
portion of his Accrued Benefit attributable to past Employee
Contributions, Rollover Contributions, and Employer Contributions into
one or more of the Plan's Investment Funds. If a Participant elects to
invest his Employee Contributions, Rollover Contributions and/or the
Employer Contributions in more than one Investment Fund, he must
designate in his voice instructions the percentage in whole multiples
of one percent (1%).
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<PAGE> 33
(b) Effective Date of Conversion Election. A conversion
election hereunder (or a change of such election) shall be effective as
soon as practicable following the date on which a Participant delivers
the proper instructions required by the Recordkeeper (or other party
designated by the Administrative Committee), in its discretion,
provided such instructions are received by the Recordkeeper (or other
party designated by the Administrative Committee) no later than the
Deadline Day. The Administrative Committee, in its discretion, may
waive the foregoing advance notice requirement. Notwithstanding the
foregoing, due to the change in Trustee and Recordkeeper, no changes
will be permitted from December 16, 1998 through March 1, 1999.
(c) Mapping of Investments. In the case of a Participant with a
balance attributable to participation in the Prior Plan, his Accrued
Benefit subject to direction under Section 6.2(a) which is attributable
to the Prior Plan will be invested on and after January 1, 1999 in the
Investment Fund that is deemed similar to the discontinued investment
option:
<TABLE>
<CAPTION>
Discontinued Fund New Fund
<S> <C> <C> <C>
1. Principal Money Market Fund Guaranteed 1. Morley Capital Taft/Hartley Stable Value
Interest Accounts
2. Fidelity Asset Manager 2. Invesco Total Return Fund
3. Principal Stock Index Fund 3. Vanguard Index 500
4. Fidelity Contrafund 4. Fidelity Contrafund
</TABLE>
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<PAGE> 34
ARTICLE VII
TRUST AGREEMENT AND TRUSTEE
7.1 Funding Instrument. The Company, with the approval of and at the
direction of the Administrative Committee, may enter into one or more Trust
Agreements to provide for the holding, investment and payment of Plan assets, or
direct by execution of an Insurance Contract, that all or a specified portion of
the Plan's assets be held, invested and paid under such contract. The Trust
Agreement, as from time to time amended, shall continue in force and shall be
deemed to form a part of the Plan, and any and all rights or benefits which may
accrue to any person under this Plan shall be subject to all the terms and
provisions of the Trust Agreement.
7.2 Selection of Trustee. The Administrative Committee shall select,
remove or replace a Trustee in accordance with the Trust Agreement. The
subsequent resignation or removal of a Trustee and the appointment of a
successor Trustee and the approval of its accounts shall all be accomplished in
the manner provided in the Trust Agreement.
7.3 Trustee's Duties. The powers, duties and responsibilities of a
Trustee shall be as stated in the Trust Agreement. All Employer Contributions
and Employee Contributions shall be paid into the Trust, and all benefits
payable under this Plan shall be paid from the Trust. An Employer shall have no
rights or claims of any nature in or to the assets of the Trust Fund except the
right to require the Trustee to hold, use, apply and pay such assets in its
hands, in accordance with the directions of the Administrative Committee, for
the exclusive benefit of the Participants and their Beneficiaries, except as
otherwise provided in Sections 5.5 and 7.11.
7.4 Trust Expenses. Except as otherwise provided in Sections 7.14, 8.1,
8.3 or by action of the Administrative Committee, expenses of administering this
Plan, including the fees of the Trustee and the expenses of the Trustee, the
Administrative Committee, the Investment Committee, and the Investment Managers
shall be paid by the Employer. Brokerage fees, transfer taxes and other expenses
incident to the purchase or sale of securities by the Trustee shall be deemed to
be part of the cost of such securities, or deducted in computing the proceeds
therefrom, as the case may be. Taxes, if any, on any assets held or income
received by the Trustee shall be charged appropriately against the accounts of
Participants as the Administrative Committee shall determine.
7.5 Trust Entity. The Trust under this Plan from its inception shall be
a separate entity aside and apart from Employers or their assets. The Trust, and
the corpus and income thereof, shall in no event and in no manner whatsoever be
subject to the rights or claims of any creditor.
7.6 Accrued Benefit. An Employer Contribution Account and an Employee
Contribution Account shall be established and maintained, as appropriate, for
each Participant to record the value
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of his interest in the Trust Fund in accordance with Section 7.7. Every
adjustment to a Participant's Accrued Benefit provided for by this Plan shall be
considered as having been made on the relevant Valuation Date regardless of the
date of actual entry or receipt by the Trustee of Employer Contributions or
Employee Contributions or the actual date of payment of benefits under this
Plan.
7.7 Trust Income.
(a) As of each Valuation Date in each Plan Year, the fair market
value of each of the Investment Funds shall be determined by the
Trustee and reported to the Recordkeeper. As of each Valuation Date the
net income and gains or losses of each Investment Fund shall be
credited or charged to each Participant's Employee Contribution Account
and Employer Contribution Account and to any other account maintained
in such Investment Fund by the Trustee in accordance with the "unit,"
"share," or "cash" method of accounting consistently followed and
uniformly applied.
(b) From January 1, 1999 until February 28, 1999, purchases and
sales of Common Stock that are directed by a Participant on the voice
response system prior to 2:00 p.m. on a Valuation Date pursuant to
Sections 6.2, 6.4, 8.4(a), 8.4(b), 8.4(c) or 8.4(g) shall be valued at
closing price of the Common Stock reported by the New York Stock
Exchange's Composite Tape on the Valuation Date that the directions are
given to the Recordkeeper unless the Trustee is unable to sell such
Common Stock at such closing price prior to the opening of the New York
Stock Exchange on the following business day, in which case such
purchases and sales shall be valued in accordance with Section 7.7(c).
In this regard, it is expected that the Trustee will be unable to
complete the purchases and sales by the opening of the stock market on
the following business day for reasons which include, but are not
limited to: (i) the cessation of trading of Common Stock on the New
York Stock Exchange, (ii) a tender offer for the Company, (iii) a
failure of the recordkeeping system, or (iv) a net purchase or sale by
the Trustee of 75,000 or more shares of Common Stock on any day.
(c) Except for purchases and sales of Common Stock which meet
the requirements of Section 7.7(b), all purchases and sales of Common
Stock shall be valued and credited to a Participant's accounts after
the purchase and sale of the Common Stock is completed by the Trustee.
7.8 Correction of Error. In the event of an error in the adjustment of
a Participant's Accrued Benefit, the Administrative Committee, in its sole
discretion, may correct such error by crediting or charging the adjustment
required to make such correction to or against Forfeitures which occur in the
Plan Year in which the correction is made.
7.9 Investment Options. The Trust Fund shall consist of the following
Investment Funds to which Employee Contributions, Rollover Contributions, and
the Employer Contributions may be directed; provided that the Administrative
Committee may change these options from time to time:
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<PAGE> 36
(a) Fund 1: Morley Capital Taft/Hartley Stable Value Fund
- A portfolio of high-quality investment products
issued by life insurance companies, banks, financial
institutions and other entities. The return is a
blend of all rates of the various investments
purchased by the fund.
(b) Fund 2: Invesco Total Return Fund - A portfolio in a
management investment company seeking to achieve a
high total return through capital appreciation and
current income by investing in a combination of
equity and fixed income securities.
(c) Fund 3: Fidelity Puritan Fund - A portfolio in a
management investment company seeking to achieve a
high total return on investments through capital
appreciation and current income by investing in a
combination of domestic and foreign stocks and bonds
that are expected to generate investment gains. The
fund can invest in non-traditional investments.
(d) Fund 4: Vanguard Index 500 - A portfolio in a
management investment company seeking long-term
appreciation of capital by investing primarily in all
stocks included in the Standard and Poor's 500 Index
in approximately the same percentage as in the
Standard and Poor's Index.
(e) Fund 5: Fidelity Magellan Fund - A diversified mutual
fund seeking growth of capital by investing primarily
in common stocks of a diverse group of companies.
This includes stock of large and smaller companies in
the U.S., as well as foreign companies in a variety
of industries.
(f) Fund 6: Fidelity Contrafund - A diversified mutual
fund seeking growth of capital by investing primarily
in stock of companies that seem undervalued for
identified reasons and are expected to increase in
value.
(g) Fund 7: Putnam Voyager A Fund - A diversified mutual
fund seeking growth of capital by investing primarily
in a wide range of stocks of larger companies as well
as common stocks of smaller and less well-known
issuers selected from a wide range of industries with
growth potential.
(h) Fund 8: Templeton Growth I - a diversified management
investment company seeking long-term capital growth
through a flexible policy of investing in stocks and
debt obligations of companies and governments of any
nation.
(i) Fund 9: Common Stock of The Williams Companies, Inc.
(j) Fund 10: Self-directed account allowing the
Participant to invest at such Participant's
discretion within the limitations of Section 7.14.
Notwithstanding any other provisions of the Plan, a Participant's
interest in the Plan may be temporarily held in cash due to any change in the
Investment Funds.
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<PAGE> 37
7.10 Voting and Tender Offers. Notwithstanding any other provision of
this Plan, the provisions of this Section 7.10 shall govern the voting and
tendering of Common Stock held in the Trust Fund.
(a) Voting.
(1) At the time of mailing of notice of each annual
or special stockholders' meeting, the Company or its
soliciting agent shall send a copy of such notice and all
proxy solicitation materials to each Participant, together
with a voting instruction form for return to the Trustee or
its designee. Such form shall show the number of full and
fractional shares of Common Stock credited to the
Participant's Employer and Employee Contribution Accounts
(collectively referred to as "Participant's (or Participants')
Accounts"). For purposes of this Section 7.10, the number of
shares of Common Stock deemed "credited" to any of a
Participant's Accounts shall be determined as of the last
preceding Valuation Date for which crediting and adjustment of
Accounts has been completed in accordance with the provisions
of Section 7.7. The Company shall provide the Trustee with a
copy of any materials provided to the Participants and shall
certify to the Trustee, if requested, that such materials have
been mailed or otherwise sent to Participants.
(2) Each Participant shall have the right to instruct
the Trustee as to the manner in which the Trustee is to vote
that number of shares of Company Stock allocated to such
Participant's Accounts. Instructions from a Participant to the
Trustee concerning the voting of Company Stock shall be
communicated in writing, or by Datagram or similar means. Upon
its receipt of such instructions, the Trustee shall vote such
shares of Company Stock as instructed by the Participant. If
the Trustee shall not receive voting instructions from a
Participant with respect to shares of Company Stock allocated
to the Participant's Accounts, the Trustee shall vote such
shares in accordance with Section 7.10(a) (3) below.
(3) The Trustee shall vote all shares as to which it
has not received voting instructions, including all shares of
Company Stock not allocated to Participants'
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<PAGE> 38
Accounts, in the same proportion on each issue as it votes
those shares allocated to Participants' Accounts for which it
received voting instructions from Participants.
(4) Any instruction or other communication by a
Participant to the Trustee concerning any voting matter shall
be held in confidence by the Trustee and shall not be divulged
to the Company or to any officer or employee thereof or to any
other person or entity.
(b) Tender Offers.
(1) Upon commencement of a tender offer for Common
Stock, the Company shall notify each Participant of such
tender offer and utilize its best efforts to distribute or
cause to be distributed to the Participant such information as
is distributed to shareholders of the Parent in connection
with such tender offer and shall provide a means by which the
Participant can instruct the Trustee whether or not to tender
the Common Stock credited to such Participant's Accounts. The
Company shall provide the Trustee with a copy of any materials
provided to the Participants and shall certify to the Trustee,
if requested, that such materials have been mailed or
otherwise sent to Participants.
(2) Each Participant, whether or not such Participant
is then vested in such Participant's Accounts, shall have the
right to instruct the Trustee as to the manner in which the
Trustee is to respond to the tender offer for any or all of
the Common Stock held in Investment Fund "9" that are credited
to such Participant's Accounts. Instructions from a
Participant to the Trustee concerning the tender of Common
Stock shall be communicated in writing, or by Datagram or
similar means. The Trustee shall respond to the tender offer
with respect to such Common Stock as instructed by the
Participant. The Trustee shall not tender Common Stock
credited to a Participant's Accounts for which it has received
no instructions from the Participant.
(3) The Trustee shall tender that number of shares of
Common Stock not credited to Participants' Accounts which is
determined by multiplying the total number of shares of Common
Stock not credited to Participant's Accounts by a fraction of
which the numerator is the number of shares of Common Stock
credited to Participants' Accounts for which the Trustee has
received instructions from Participants to tender (and such
instructions have not been withdrawn as of the date of
determination) and the denominator is the total number of
shares of Common Stock credited to Participants' Accounts.
(4) A Participant who has directed the Trustee to
tender any or all of the shares of Common Stock credited to
such Participant's Accounts may, at any time
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<PAGE> 39
prior to the tender offer withdrawal date, instruct the
Trustee to withdraw, and the Trustee shall withdraw, such
shares from the tender offer prior to the tender offer
withdrawal deadline. Prior to such withdrawal deadline, if any
Common Stock not credited to Participants' Accounts has been
tendered, the Trustee shall redetermine the number of shares
of Common Stock which would be tendered under Section
7.10(b)(3) if the date of such withdrawal were the date of
determination, and withdraw the number of shares of Common
Stock not credited to Participants' Accounts necessary to
reduce the number of tendered shares of Common Stock not
credited to Participants Accounts to the number so
redetermined. A Participant shall not be limited as to the
number of instructions to tender or withdraw that the
Participant may give to the Trustee.
(5) An instruction by a Participant to the Trustee to
tender the shares of Common Stock credited to such
Participant's Accounts shall not be considered a written
election by the Participant to withdraw, or have distributed,
any or all of his Accounts which are subject to withdrawal.
The Trustee shall advise the Committee to credit to the
Participant's Accounts from which the tendered shares were
taken the proceeds received by the Trustee in exchange for the
shares of Common Stock, if any, so tendered from each such
Account.
(6) Any instruction or other communication by a
Participant to the Trustee concerning any tender offer matter
shall be held in confidence by the Trustee and shall not be
divulged to the Company or to any officer or employee thereof
or to any other person or entity.
7.11 Right of Employers to Trust Assets. Subject to the provisions of
Section 5.5, the Employers shall have no right or claim of any nature in or to
the Trust Fund, except the right to require the Trustee to hold, use, apply, and
pay such assets in its possession in accordance with this Plan for the exclusive
benefit of the Participants or their Beneficiaries and for defraying the
reasonable expenses of administering this Plan and Trust; provided, that:
(a) if this Plan is denied qualification under Code Section
401(a), Employer Contributions conditioned upon the qualification of
the Plan shall be returned to the appropriate Employer within one year
of the denial of qualification;
(b) if, and to the extent that, a deduction for an Employer
Contribution under Code Section 404 is disallowed, Employer
Contributions conditioned upon deductibility shall be returned to the
appropriate Employer within one year after the disallowance of the
deduction; and
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(c) if, and to the extent that, an Employer Contribution is
made through mistake of fact, such Employer Contribution shall be
returned to the appropriate Employer within one year of the payment of
the contribution.
(d) All Employer Contributions made hereunder are conditioned
upon this Plan being qualified under Code Section 401(a) and a
deduction being allowed for such contributions under Code Section 404.
The return of a Contribution to an Employer under subsections (b) or
(c) above must comply with each of the following requirements:
(1) The amount of such Employer Contribution which
may be so returned shall not be greater than the excess of (i)
the amount contributed over (ii) the amount that would have
been contributed had there been no mistake in determining the
deduction or had there been no mistake of fact, as the case
may be;
(2) The amount of such Employer Contribution which
may be so returned shall not be increased by earnings
attributable to the investment or reinvestment of such
Employer Contribution in the Trust, but shall be reduced by
losses attributable to the investment or reinvestment of such
Employer Contribution in the Trust; and
(3) The return of such Employer Contribution shall
not reduce the balance of the Employer Contribution Account of
any Participant to less than the balance which would have been
credited to such Employer Contribution Account, if the
returned Employer Contribution had never been contributed.
7.12 Purchases of Common Stock. The Trustee is expressly authorized to
invest so much of the Trust Fund (up to 100% thereof) in Common Stock as is
necessary to invest all Employer Contribution Accounts in Common Stock and to
execute Participant investment directions under the Plan with respect to all
other accounts. Purchases of Common Stock shall be on the open market, in a
private placement or from the Parent or an Affiliate. If Common Stock is
purchased or transferred in-kind from the Parent or an Affiliate, the sales
price (or value, if the Common Stock is transferred in kind) shall be no greater
than the lesser of (i) the prevailing price of the Common Stock reported by the
New York Stock Exchange's Composite Tape when the Common Stock is acquired by
the Plan, and (ii) the average of the closing prices on the New York Stock
Exchange of such securities for twenty (20) consecutive trading days immediately
preceding the date as of which the Common Stock is acquired by the Plan. No
commissions shall be charged with respect to the transaction.
7.13 Establishment and Deletion of Investment Funds. The Administrative
Committee, in its discretion, may from time to time direct the Trustee to delete
an Investment Fund (or frozen fund) from the Plan or establish a new Investment
Fund in the Plan.
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7.14 Limitations and Special Features of Fund 10. Each Participant
shall be permitted to establish a self-directed account by completing the
necessary forms provided by a brokerage firm selected by the Administrative
Committee. After establishing his self-directed account, a Participant shall be
permitted to transfer all or part of his Employee Contributions, his Rollover
Contributions, and his Employer Contribution Account, to and from his
self-directed account by providing the proper voice instructions required by the
Recordkeeper, in its discretion. A Participant shall be permitted to transfer
funds to and from his self-directed account on a daily basis by providing voice
instructions to the Recordkeeper provided all such transfers are limited to the
current cash balances in the Participant's Accounts.
All funds held in the self-directed account will be valued monthly and
each Active Participant maintaining a self-directed account shall be charged an
initial fee of $100 and an annual fee of the lesser of $100 or the amount of the
annual fee charged by the Trustee for each self-directed account, with the first
annual payment due at the time the self-directed account is established. The
annual fee for any Participant who has incurred a Termination of Employment
shall be the lesser of $150 or the amount of the annual fee charged by the
Trustee for each self-directed account. In addition, each Participant who
purchases investments in his self-directed account shall be responsible for all
brokerage commissions and other expenses associated with his investments.
The minimum amount which can be initially transferred to establish a
self-directed account is $1,000 and the maximum amount is the sum of the
Participant's Employee Contribution Account, Rollover Contribution Account, and
Employer Contribution Account.
No Participant shall be able to withdraw any monies under Section 8.4
of the Plan directly from Fund 10. To receive a withdrawal of monies held in
Fund 10, the Participant must first transfer such monies to one of the other
Investment Funds.
The investments permitted under this Section 7.14 shall include: (a)
stocks, common or preferred, which are traded over the New York, American or
NASDAQ exchanges other than Common Stock; (b) open-end or closed-end mutual
funds managed by an investment company registered under the Investment Company
Act of 1940; bonds, debentures, and any other fixed-income securities,
including, but not limited to, certificates of deposit and collateralized
mortgage obligations. Notwithstanding the foregoing, the following investments
are specifically prohibited: (a) options of any nature, whether or not covered;
(b) limited partnerships, general partnerships and master limited partnerships;
(c) real estate investment trusts; (d) real estate; (e) art; (f) stamps and
coins; (g) any investment which may produce unrelated business income to the
Trust; and (h) any other investment which is prohibited, from time to time, by
the Administrative Committee.
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ARTICLE VIII
BENEFITS
8.1 Payment of Accrued Benefit on or after Normal Retirement Date or
Total and Permanent Disability.
(a) Retirement. The following provisions only shall apply to a
Participant whose Termination of Employment occurs on or after age
sixty-five (65) and whose Termination of Employment does not occur by
reason of death or Disability. Under such circumstances, the
Participant's Accrued Benefit shall become fully, one hundred percent
(100%) vested, and the Trustee, at the direction of the Recordkeeper,
shall distribute to the Participant his Accrued Benefit in accordance
with the applicable provisions of Article IX. Subject to the
limitations set forth in the next following sentence in this paragraph
and the additional limitations set forth in Section 8.7, such
distribution shall be made or begin as soon as practicable after such
Termination of Employment. Such distribution shall not in any event be
made prior to the Valuation Date coincident with or next following the
last day of the month in which the Participant's Termination of
Employment occurs and such distribution shall not be made without the
Participant's consent, if the Participant's Accrued Benefit exceeds
(Five Thousand Dollars ($5,000) and the Participant has not attained
the age of seventy and one-half (70 1/2) as of the date of the
distribution. Such consent may be given at any time after such
Termination of Employment. A Participant who fails to consent to a
distribution under this Section 8.1(a) within one hundred and twenty
(120) days of Termination from Employment shall be required to pay both
the applicable fees under Section 7.15 and an annual fee of the lesser
of (1) fifty dollars ($50) per year (or such other amount as may be
established by the Administrative Committee) toward his share of
administrative, trustee, recordkeeping and other fees associated with
maintenance of his Accrued Benefit in the Plan, or (2) his share of
such fees determined in the same manner each separate fee is assessed
by the service provider whether based on value of the Accrued Benefit,
accounts or otherwise. If a Participant fails to timely elect a
distribution of his Accrued Benefit, his Accrued Benefit will be
distributed, no later than April 1 of the year following the year in
which such Participant attains the age of seventy and one-half
(70 1/2).
(b) Disability. Upon the Termination of Employment of a
Participant by reason of Disability, the Participant's Accrued Benefit
shall become fully, 100% vested, and the Trustee, at the direction of
the Recordkeeper, shall distribute to the Participant his Accrued
Benefit in accordance with the applicable provisions of Article IX.
Subject to the limitations set forth in the next to the last sentence
of this paragraph and the additional limitations set forth in Section
8.7 hereof, such distribution shall be made or begin as soon as
administratively practical after such Termination of Employment. Such
distribution shall
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not in any event be made prior to the Valuation Date coincident with
or next following the last day of the month in which the Participant's
Termination of Employment occurs, and such distribution shall not be
made without the Participant's consent, if the Participant's Accrued
Benefit exceeds (Five Thousand Dollars ($5,000) and the Participant
has not attained age seventy and one-half (70-1/2) as of the date of
the distribution. Such consent may be given at any time after such
Termination of Employment. A Participant who fails to consent to a
distribution under this Section 8.1(b) within one hundred twenty (120)
days of Termination from Employment shall be required to pay both the
applicable fees under Section 7.15 and an annual fee of the lesser of
(1) fifty dollars ($50) per year (or such other amount as may be
established by the Administrative Committee) toward his share of
administrative, trustee, recordkeeping and other fees associated with
maintenance of his Accrued Benefit in the Plan, or (2) his share of
such fees determined in the same manner each separate fee is assessed
by the service provider whether based on value of the Accrued Benefit,
accounts or otherwise.
8.2 Payment of Accrued Benefit on Death. The provisions of this
Section 8.2 shall apply if a Participant dies:
(a) If the Termination of Employment of a Participant is
caused by death, either before or after age sixty-five (65), the
Participant's Accrued Benefit shall become fully, 100% vested.
(b) If the Participant is married, the Participant's
Beneficiary must be the Participant's spouse at his death, unless such
spouse, on a form provided by the Administrative Committee, consents to
the Participant naming another Beneficiary or Beneficiaries, and such
spouse's consent acknowledges the effect of such consent and is
witnessed by a Plan representative or notary public. In the event that
the Participant's spouse has consented on a form as herein provided,
the Participant may change such designation of Beneficiary from time to
time only after again obtaining spousal consent and filing a new
Beneficiary designation form with the Administrative Committee. If the
Participant is not married, the Participant may change his designation
of Beneficiary from time to time by filing a new Beneficiary
designation form with the Administrative Committee. In all events, no
designation of Beneficiary or change of Beneficiary shall be effective
until filed with the Administrative Committee.
(c) Upon the entry of a decree of divorce respecting a married
Participant and his or her spouse, any designation of such spouse as
Beneficiary of such Participant shall be revoked automatically and
become ineffective on and after the date the decree is entered, unless
otherwise provided in a Qualified Domestic Relations Order. The
automatic revocation of such Beneficiary designation shall cause the
Participant's Accrued Benefit to be distributed under the provisions of
the Plan as if such spouse had predeceased the Participant. However, a
Participant may designate a former spouse as a Beneficiary under
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the Plan, provided a properly completed Beneficiary designation form is
filed with the Administrative Committee subsequent to entry of a decree
of divorce respecting the Participant and such former spouse.
(d) Subject to the provisions of subsection (c), above, if a
Participant shall fail to file a valid Beneficiary designation form, or
if all designated Beneficiaries shall have predeceased the Participant,
the Administrative Committee shall direct the Trustee to distribute
such Participant's Accrued Benefit to his estate, unless the
Participant is survived by a spouse, in which event such distribution
shall be made to the surviving spouse.
(e) Subject to the qualified preretirement survivor provisions
of Article IX, any payment under this Section 8.2 shall be made or
begin as soon a practicable after the death of the Participant and
shall be paid in a lump sum, or if the amount thereof is greater than
Five Thousand Dollars ($5,000) in accordance with the applicable
provisions of Article IX.
8.3 Payment of Accrued Benefits Upon Termination of Employment;
Vesting.
(a) Vested Percentage. The nonforfeitable portion of the
Accrued Benefit of a Participant is the sum of (i) the Participant's
Employee Contribution Account and Rollover Contribution Account; plus
(ii) a percentage of the Participant's Employer Contribution Account
determined in accordance with the following vesting schedule opposite
the number of whole years of Vesting Service:
For Participants who separated from employment before January 1, 1989:
<TABLE>
<CAPTION>
VESTING SERVICE VESTING
(whole years) PERCENTAGE
<S> <C>
Less than 1 0
1 10
2 20
3 30
4 40
5 50
6 60
7 70
8 80
9 90
10 or more 100
</TABLE>
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<PAGE> 45
For Participants hired before April 2, 1990, who separated from
employment on or after January 1, 1989:
<TABLE>
<CAPTION>
VESTING SERVICE VESTING
(whole years) PERCENTAGE
<S> <C>
Less than 1 0
1 10
2 20
3 30
4 40
5 or more 100
</TABLE>
- -------------------------------------------------------------------------------
For Participants hired after April 1, 1990:
<TABLE>
<CAPTION>
VESTING SERVICE VESTING
(whole years) PERCENTAGE
<S> <C>
Less than 5 0
5 or more 100
</TABLE>
- -------------------------------------------------------------------------------
(b) At any relevant time, a Participant's vested interest in
his Employer Contribution Account shall not be less than "X", where
"X" equals P(AB + D) - D; and
"P" equals the vested percentage at the relevant time;
"AB" equals the balance of the Employer Contribution
Account at the relevant time; and
"D" equals the amount of any withdrawal or distribution.
(c) Special Distributions Provisions. The following provisions
only shall apply if a Participant incurs a Termination of Employment on
account of an event other than death, Disability, or retirement on or
after attaining age sixty-five (65):
(i) Cash-out. Subject to Article IX, if the Accrued
Benefit of such Participant is Five Thousand Dollars ($5,000)
or less (or, if his Accrued Benefit is a greater amount and
the Participant consents to an immediate distribution of his
Accrued Benefit), the Recordkeeper shall direct the Trustee to
distribute in a lump sum to the Participant an amount equal to
the vested portion of his Accrued Benefit. Such distribution
shall be made as soon as practicable after the last day of the
month
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coincident with or next following such Termination of
Employment or, where applicable, the date of receipt of the
Participant's timely consent to such distribution. The
nonvested balance of the Employer Contribution Account and
other accounts of a Participant who receives a distribution of
his Accrued Benefit pursuant to this subsection (c)(i) shall
be treated as a Forfeiture as of the date of such
distribution.
(ii) Deferred Distribution. If the Accrued Benefit of
such Participant is more than Five Thousand Dollars ($5,000),
the distribution of the vested portion of the Accrued Benefit
of such Participant shall be deferred until the Participant
attains age sixty-five (65) or dies, unless the Participant
consents to an immediate distribution of the vested portion of
his Accrued Benefit in the manner required by the
Administrative Committee, in its discretion. The vested
portion of the Participants Accrued Benefit shall be
distributed by the Trustee, at the direction of the
Recordkeeper in accordance with the applicable provisions of
Article IX. The non-vested balance of the Employer
Contribution Account and other accounts of a Participant whose
Accrued Benefit exceeds Five Thousand Dollars ($5,000) and
whose consent to a distribution of his Accrued Benefit under
this subsection (c)(ii) has not been obtained shall be treated
as a Forfeiture after such Participant incurs five (5)
consecutive One Year Breaks-in-Service. A Participant who
fails to consent to a distribution under Section 8.3(c)(i)
within one hundred and twenty (120) days of Termination of
Employment shall be required to pay both the applicable fees
under Section 7.15 and an annual fee of the lesser of (1)
fifty dollars ($50) (or such other amount as may be
established by the Administrative Committee) toward his share
of administrative, trustee, recordkeeping and other fees
associated with the maintenance of his Accrued Benefit in the
Plan, or (2) his share of such fees determined in the same
manner each separate fee is assessed by the service provider
whether based upon value of the Accrued Benefit, accounts or
otherwise.
(d) Re-employment. If an Employer re-employs a former
Participant who received a distribution of his Accrued Benefit in
connection with a Termination of Employment at a time when the balance
of his Employer Contribution Account or other accounts were not fully
vested, such former Participant shall have the right on or before the
earlier of (i) the close of the first period of five consecutive One
Year Break-in-Service commencing after the date of such distribution,
or (ii) the fifth anniversary of such re-employment, to repay in cash
to the Trustee an amount equal to the entire amount of the distribution
the former Participant earlier received. Upon receipt of such amount by
the Trustee, that portion of the former Participant's Accrued Benefit
which had been forfeited because of such earlier distribution shall be
restored. Such restored Accrued Benefit plus the amount repaid to the
Plan by the former Participant shall be equal to the dollar amount of
the Accrued Benefit of the former Participant on the Valuation Date
immediately preceding the date on which the former Participant received
the original distribution. The restoration of a
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<PAGE> 47
re-employed Participant's Accrued Benefit shall be made as of the
Valuation Date coincident with or next following the date on which the
former Participant repays the entire amount of the earlier
distribution. Any portion of the re-employed Participant's Accrued
Benefit that earlier had been treated as a Forfeiture shall be restored
by allocating an amount to the Employer Contribution Account (or other
account) of the re-employed Participant from the Forfeitures of other
Participants for the Plan Year in which such restoration is to be made.
To the extent the Forfeitures of other Participants are insufficient to
make all or a portion of the required restoration, the Employer shall
contribute to the Plan, without regard to the other provisions of this
Plan, an amount equal to such deficiency.
(e) Accounting for and Investment of Repayments. The amount of
a re-employed Employee's Accrued Benefit that such former Participant
repays to this Plan pursuant to subsection (d), above, shall be
credited to the Participant's After-Tax Contribution Account and shall
be invested in accordance with Section 6.2 of this Plan. The amount of
such former Participant's Accrued Benefit that originally had been
forfeited and is thereafter restored shall be recredited to the
Participant's Employer Contribution Account.
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8.4 Withdrawal of Benefits. Subject to Section 7.15, the joint and
survivor annuity requirements of the Plan and the terms provided hereunder, a
Participant who is an Employee may request on an account of hardship to make a
cash withdrawal from his Rollover Contribution Account and his Pre-Tax Account;
however, any earnings on amounts held in the Pre-Tax Account may not be
withdrawn. Such request may be made at any time by providing the Recordkeeper
with the proper voice instructions required by the Recordkeeper, in its
discretion, and by filing a request therefor with the Administrative Committee
on a form provided for that purpose. If approved by the Administrative
Committee, the effective date of the request will be as soon as administratively
feasible after such approval. Withdrawals from a Participant's Pre-Tax Account
shall be permitted only under the following conditions: (i) the Participant
suffers a Disability; or (ii) the Participant has withdrawn all other amounts
available for withdrawal by such Participant under this Plan and any other plan
maintained by an Employer or an Affiliate and the Participant has suffered a
financial hardship. The amount withdrawable in the event of financial hardship
shall be limited to the amount required to meet such hardship in light of
immediate and heavy financial needs of the Participant. The events that will
constitute financial hardship are purchase of a principal dwelling for a
Participant, in which case the amount of financial hardship will be deemed to be
a down payment and closing costs; education at a higher level than a secondary
school for the Participant and his children and spouse, in which case the
financial hardship will be deemed to be tuition and necessary room and board for
the next year; expenses for illness of the Participant, his children and spouse,
his parents, and his spouse's parents, in which case the amount of the financial
hardship will be the amount of such expenses not covered by insurance; imminent
eviction of the Participant from, or imminent foreclosure of the mortgage on,
the principal residence of the Participant, in which case the financial hardship
will be the amount necessary to prevent such eviction or foreclosure. The amount
of financial hardship will also include an amount equal to the twenty percent
(20%) withholding tax on withdrawals and, if applicable, the ten percent (10%)
penalty tax on premature distributions.
The Participant shall be required to submit evidence to the
Administrative Committee and to certify that a financial hardship
exists, the amount of the financial hardship, and that the hardship
cannot reasonably be met from other resources of the Participant. The
Administrative Committee may reasonably rely on the certification of
the Participant.
A Participant who makes a withdrawal pursuant to this
subsection (e) will not be entitled to make Employee Contributions to
the Plan for a period of six (6) months following the effective date of
the request.
8.5 Form of Payment of Benefits. A Participant's Accrued Benefit
payable under Sections 8.1, 8.2, 8.3 and 8.4 shall be distributed entirely in
cash, or, if requested by the Participant (or his Beneficiary), in Common Stock,
with the balance of the distribution made in cash.
8.6 Deduction of Taxes from Amounts Payable. The Trustee may deduct
from the amount to be distributed such amount as the Trustee, in its sole
discretion, deems proper to protect
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<PAGE> 49
the Trustee and the Trust against liability for the payment of death,
succession, inheritance, income, or other taxes, and out of the money so
deducted, the Trustee may discharge any such liability and pay the amount
remaining to the Participant, the Beneficiary or the deceased Participant's
estate, as the case may be.
8.7 Special Provisions Regarding Payment of Benefits. Distributions
under Sections 8.1, 8.2 and 8.3 of this Plan shall be made in accordance with
each of the following conditions:
(a) Subject to the ability of a Participant to defer
distributions under Section 8.1, the distributions of the Accrued
Benefit of a Participant shall commence not later than sixty (60) days
after the latest of the close of the Plan Year in which (1) the
Participant attains age sixty-five (65), (2) occurs the tenth (10th)
anniversary of the Plan Year in which the Participant commenced
participation, or (3) the Participant had a Termination of Employment.
(b) The Accrued Benefit of a Participant shall not be
distributed over a period extending beyond the life expectancy of such
Participant and his spouse.
(c) If the distribution of a Participant's Accrued Benefit
shall commence prior to his death, and if the Participant dies before
the distribution of his Accrued Benefit has been completed, the
remaining portion of his Accrued Benefit shall be distributed at least
as rapidly as under the method of distribution in effect at the time of
his death.
8.8 Facility of Payment. If a Participant or Beneficiary is declared an
incompetent or is a minor, any benefits to which such Participant or Beneficiary
is entitled shall be payable only to a conservator, guardian, or other person
legally charged with his care who was appointed or designated by a court of
competent jurisdiction. An Employer, the Trustee and the Administrative
Committee shall not be under any duty to see to the proper application of such
payments.
8.9 Advance Payment of Benefits. If a Participant is entitled to
payment of a benefit under the Plan, the Administrative Committee may, with the
Participant's consent if required under the provisions of the Plan, make advance
payment of all or any portion of such Participant's benefit. If such advance
payment is made, the Administrative Committee shall require reimbursement of any
amount subsequently determined not to have been properly payable to such
Participant.
8.10 Unclaimed Amounts. Unclaimed amounts shall consist of the benefits
which the Administrative Committee has directed to be paid to a Participant or
Beneficiary but which are not distributed because of the Administrative
Committee's inability, after reasonable search, to locate such Participant or
Beneficiary within a period of two years after the payment of benefits becomes
due. Unclaimed amounts shall be considered as Forfeitures which shall be deemed
to occur as of the end of the said two year period. If, after such Forfeiture,
an unclaimed amount is properly
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<PAGE> 50
claimed by the former Participant or Beneficiary, said amount shall be paid to
such former Participant or Beneficiary, and such payment shall be accounted for
by charging it against Forfeitures, or if insufficient, made up from Employer
Contributions without regard to any other provision of this Plan.
8.11 Domestic Relations Order Distributions. The Accrued Benefit of a
Participant shall be distributable in accordance with the terms of any Qualified
Domestic Relations Order.
8.12 Conversion Transaction Restrictions. Notwithstanding any other
provision in the Plan to the contrary, a Participant shall not be entitled to
receive a withdrawal from any portion of his Accrued Benefit during the period
of time beginning December 11, 1998, and ending March 1, 1999 when the change in
the Recordkeeper is complete (or such later date required due to administrative
reasons).
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<PAGE> 51
ARTICLE IX
DISTRIBUTION OF BENEFITS
9.1 Automatic Forms of Distribution. Unless a qualified election of an
optional form of benefit has been made within the election period (set forth in
Section 6.3), the automatic form of benefit payable to or on behalf of a
Participant is determined as follows:
(a) The automatic form of retirement benefit for a Participant who
does not die before his Annuity Starting Date shall be the
Qualified Joint and Survivor Annuity form; and
(b) The automatic form of death benefit for a Participant who dies
before his Annuity Starting Date shall be:
(1) A Qualified Preretirement Survivor Annuity for a
Participant who has a spouse to whom he has been
continuously married throughout the one-year period
ending on the date of his death. The spouse may elect
to start receiving the death benefit on any first day
of the month on or after the Participant dies and
before the date the Participant would have been age
70 1/2. If the spouse dies before benefits start, the
Participant's Vested Account, determined as of the
date of the spouse's death, shall be paid to the
spouse's Beneficiary.
(2) A single-sum payment to the Participant's Beneficiary
for a Participant who does not have a spouse who is
entitled to a Qualified Preretirement Survivor
Annuity.
Before a death benefit will be paid on account of the death of
a Participant who does not have a spouse who is entitled to a
Qualified Preretirement Survivor Annuity, it must be
established to the satisfaction of a plan representative that
the Participant does not have such a spouse.
9.2 Optional Forms of Distribution And Distribution Requirements.
(a) For purposes of this section, the following terms are defined:
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<PAGE> 52
"Applicable Life Expectancy" means Life Expectancy (or Joint
and Last Survivor Expectancy) calculated using the attained
age of the Participant (or Designated Beneficiary) as of the
Participant's (or Designated Beneficiary's) birthday in the
applicable calendar year reduced by one for each calendar year
which has elapsed since the date Life Expectancy was first
calculated. If Life Expectancy is being recalculated, the
Applicable Life Expectancy shall be the Life Expectancy so
recalculated. The applicable calendar year shall be the first
Distribution Calendar Year, and if Life Expectancy is being
recalculated such succeeding calendar year.
"Designated Beneficiary" means the individual who is
designated as the beneficiary under the Plan in accordance
with Code Section 401(a)(9) and the regulations thereunder.
"Distribution Calendar Year" means a calendar year for which a
minimum distribution is required. For distributions beginning
before the Participant's death, the first Distribution
Calendar Year is the calendar year immediately preceding the
calendar year which contains the Participant's Required
Beginning Date. For distributions beginning after the
Participant's death, the first Distribution Calendar Year is
the calendar year in which distributions are required to begin
pursuant to (e) below.
"Joint and Last Survivor Expectancy" means joint and last
survivor expectancy computed by use of the expected return
multiples in Table VI of section 1.72-9 of the Income Tax
Regulations.
Unless otherwise elected by the Participant (or spouse, in the
case of distributions described in (e)(2)(ii) below) by the
time distributions are required to begin, life expectancies
shall be recalculated annually. Such election shall be
irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse
Beneficiary may not be recalculated.
"Life Expectancy" means life expectancy computed by use of the
expected return multiples in Tables V of section 1.72-9 of the
Income Tax Regulations.
Unless otherwise elected by the Participant (or spouse, in the
case of distributions described in (e)(2)(ii) below) by the
time distributions are required to begin, life expectancies
shall be recalculated annually. Such election shall be
irrevocable as to the Participant (or spouse) and shall apply
to all subsequent years. The life expectancy of a nonspouse
Beneficiary may not be recalculated.
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"Participant's Benefit" means
1. The Account Balance as of the last valuation date in
the calendar year immediately preceding the
Distribution Calendar Year (valuation calendar year)
increased by the amount of any contributions or
forfeitures allocated to the Account balance as of
the dates in the valuation calendar year after the
valuation date and decreased by distributions made in
the valuation calendar year after the valuation date.
2. For purposes of (1) above, if any portion of the
minimum distribution for the first Distribution
Calendar Year is made in the second Distribution
Calendar Year on or before the Required Beginning
Date, the amount of the minimum distribution made in
the second Distribution Calendar Year shall be
treated as if it had been made in the immediately
preceding Distribution Calendar Year.
"Required Beginning Date" means, for a Participant, the first
day of April of the calendar year following the calendar year
in which a Participant who is a 5-percent owner attains age
70 1/2.
A Participant is treated as a 5-percent owner for purposes of
this section if such Participant is a 5-percent owner as
defined in Code Section 416 (determined in accordance with
Code Section 416 but without regard to whether the Plan is
top-heavy) at any time during the Plan Year ending with or
within the calendar year in which such owner attains age
70 1/2.
Once distributions have begun to a 5-percent owner under this
section, they must continue to be distributed, even if the
Participant ceases to be a 5-percent owner in a subsequent
year.
b) The optional forms of retirement benefit shall be the
following: a straight life annuity; single life annuities with
certain periods of five, ten or fifteen years; a single life
annuity with installment refund; survivorship life annuities
with installment refund and survivorship percentages of 50,
66 2/3 or 100; fixed period annuities for any period of whole
months which is not less than 60 and does not exceed the Life
Expectancy of the Participant and the named Beneficiary as
provided in (d) below where the Life Expectancy is not
recalculated; and a series of installments chosen by the
Participant with a minimum payment each year beginning with
the year the Participant turns age 70 1/2. The payment for the
first year in which a minimum payment is required will be made
by April 1 of the following calendar year. The payment for the
second year and each successive year will be made by December
31
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of that year. The minimum payment will be based on a period
equal to the Joint and Last Survivor Expectancy of the
Participant and the Participant's spouse, if any, as provided
in (d) below where the Joint and Last Survivor Expectancy is
recalculated. The balance of the Participant's Vested Accrued
Benefit, if any, will be payable on the Participant's death to
his Beneficiary in a single sum. The Participant may also
elect to receive his Vested Accrued Benefit in a single-sum
payment.
Election of an optional form is subject to the qualified
election provisions of this Article IX.
Any annuity contract distributed shall be nontransferable. The
terms of any annuity contract purchased and distributed by the
Plan to a Participant or spouse shall comply with the
requirements of this Plan.
c) The optional forms of death benefit are a single-sum payment
and any annuity that is an optional form of retirement
benefit. However, a series of installments shall not be
available if the Beneficiary is not the spouse of the deceased
Participant.
d) Subject to the Section 9.01, the requirements of this Section
9.02 shall apply to any distribution of a Participant's
interest and will take precedence over any inconsistent
provisions of this Plan. Unless otherwise specified, the
provisions of this section apply to calendar years beginning
after December 31, 1984.
All distributions required under this Section 9.02 shall be
determined and made in accordance with the proposed
regulations under Code Section 401(a)(9), including the
minimum distribution incidental benefit requirement of Section
1.401(a)(9)-2 of the proposed regulations.
The entire interest of a Participant must be distributed or
begin to be distributed no later than the Participant's
Required Beginning Date.
As of the first Distribution Calendar Year, distributions, if
not made in a single sum, may only be made over one of the
following periods (or combination thereof):
1. the life of the Participant,
2. the life of the Participant and a Designated
Beneficiary,
3. a period certain not extending beyond the Life
Expectancy of the Participant, or
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4. a period certain not extending beyond the Joint and
Last Survivor Expectancy of the Participant and a
Designated Beneficiary.
If the Participant's interest is to be distributed in other
than a single sum, the following minimum distribution rules
shall apply on or after the Required Beginning Date:
5. Individual account:
i. If a Participant's Benefit is to be
distributed over
1) a period not extending beyond the
Life Expectancy of the Participant
or the Joint Life and Last Survivor
Expectancy of the Participant and
the Participant's Designated
Beneficiary or
2) a period not extending beyond the
Life Expectancy of the Designated
Beneficiary,
the amount required to be distributed for
each calendar year beginning with the
distributions for the first Distribution
Calendar Year, must be at least equal to the
quotient obtained by dividing the
Participant's Benefit by the Applicable Life
Expectancy.
ii. For calendar years beginning before January
1, 1989, if the Participant's spouse is not
the Designated Beneficiary, the method of
distribution selected must assure that at
least 50% of the present value of the amount
available for distribution is paid within
the Life Expectancy of the Participant.
iii. For calendar years beginning after December
31, 1988, the amount to be distributed each
year, beginning with distributions for the
first Distribution Calendar Year, shall not
be less than the quotient obtained by
dividing the Participant's Benefit by the
lesser of
1) the Applicable Life Expectancy or
2) if the Participant's spouse is not
the Designated Beneficiary, the
applicable divisor determined from
the table set forth in Q&A-4 of
section 1.401(a)(9)-2 of the
proposed regulations.
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Distributions after the death of the
Participant shall be distributed using the
Applicable Life Expectancy in (5)(i) above
as the relevant divisor without regard to
proposed regulations section 1.401(a)(9)-2.
iv. The minimum distribution required for the
Participant's first Distribution Calendar
Year must be made on or before the
Participant's Required Beginning Date. The
minimum distribution for the Distribution
Calendar Year for other calendar years,
including the minimum distribution for the
Distribution Calendar Year in which the
Participant's Required Beginning Date
occurs, must be made on or before December
31 of that Distribution Calendar Year.
6. Other forms:
i. If the Participant's Benefit is distributed
in the form of an annuity purchased from an
insurance company, distributions thereunder
shall be made in accordance with the
requirements of Code Section 401(a)(9) and
the proposed regulations thereunder.
e) Death distribution provisions:
1. Distribution beginning before death. If the
Participant dies after distribution of his interest
has begun, the remaining portion of such interest
will continue to be distributed at least as rapidly
as under the method of distribution being used prior
to the Participant's death.
2. Distribution beginning after death. If the
Participant dies before distribution of his interest
begins, distribution of the Participant's entire
interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the
Participant's death except to the extent that an
election is made to receive distributions in
accordance with (i) or (ii) below:
i. if any portion of the Participant's interest
is payable to a Designated Beneficiary,
distributions may be made over the life or
over a period certain not greater than the
Life Expectancy of the Designated
Beneficiary commencing on or before December
31 of the calendar year immediately
following the calendar year in which the
Participant died;
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ii. if the Designated Beneficiary is the
Participant's surviving spouse, the date
distributions are required to begin in
accordance with (i) above shall not be
earlier than the later of
1) December 31 of the calendar year
immediately following the calendar
year in which the Participant died
and
2) December 31 of the calendar year in
which the Participant would have
attained age 70 1/2.
If the Participant has not made an election pursuant
to this (e)(2) by the time of his death, the
Participant's Designated Beneficiary must elect the
method of distribution no later than the earlier of
iii. December 31 of the calendar year in which
distributions would be required to begin
under this subparagraph, or
iv. December 31 of the calendar year which
contains the fifth anniversary of the date
of death of the Participant.
If the Participant has no Designated Beneficiary, or
if the Designated Beneficiary does not elect a method
of distribution, distribution of the Participant's
entire interest must be completed by December 31 of
the calendar year containing the fifth anniversary of
the Participant's death.
3. For purposes of (e)(2) above, if the surviving spouse
dies after the Participant, but before payments to
such spouse begin, the provisions of (e)(2) above,
with the exception of (e)(2)(ii) therein, shall be
applied as if the surviving spouse were the
Participant.
4. For purposes of this (e), any amount paid to a child
of the Participant will be treated as if it had been
paid to the surviving spouse if the amount becomes
payable to the surviving spouse when the child
reaches the age of majority.
5. For purposes of this (e), distribution of a
Participant's interest is considered to begin on the
Participant's Required Beginning Date (or if (e)(3)
above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to
(e)(2) above). If distribution in the form of an
annuity irrevocably commences to the Participant
before the Required Beginning Date, the date
distribution is considered to begin is the date
distribution actually commences.
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9.3 Election Procedures. The Participant, Beneficiary, or spouse shall
make any election under this Section in writing. The Plan Administrator may
require such individual to complete and sign any necessary documents as to the
provisions to be made. Any election permitted under (a) and (b) below shall be
subject to the qualified election provisions of (c) below.
a) Retirement Benefits. A Participant may elect his Beneficiary
or Contingent Annuitant and may elect to have retirement
benefits distributed under any of the optional forms of
retirement benefit described in Section 9.2.
b) Death Benefits. A Participant may elect his Beneficiary and
may elect to have death benefits distributed under any of the
optional forms of death benefit described in Section 9.2.
If the Participant has not elected an optional form of
distribution for the death benefit payable to his Beneficiary,
the Beneficiary may, for his own benefit, elect the form of
distribution, in like manner as a Participant.
The Participant may waive the Qualified Preretirement Survivor
Annuity by naming someone other than his spouse as
Beneficiary.
In lieu of the Qualified Preretirement Survivor Annuity
described in Section 9.1, the spouse may, for his own benefit,
waive the Qualified Preretirement Survivor Annuity by electing
to have the benefit distributed under any of the optional
forms of death benefit described in Section 9.2.
c) Qualified Election. The Participant, Beneficiary or spouse may
make an election at any time during the election period. The
Participant, Beneficiary, or spouse may revoke the election
made (or make a new election) at any time and any number of
times during the election period. An election is effective
only if it meets the consent requirements below.
The election period as to retirement benefits is the 90-day
period ending on the Annuity Starting Date. An election to
waive the Qualified Joint and Survivor Form may not be made
before the date he is provided with the notice of the ability
to waive the Qualified Joint and Survivor Form. If the
Participant elects the series of installments, he may elect on
any later date to have the balance of his vested Accrued
Benefit paid under any of the optional forms of retirement
benefit available under the Plan. His election period for this
election is the 90-day period ending on the Annuity Starting
Date for the optional form of retirement benefit elected.
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A Participant may make an election as to death benefits at
anytime before he dies. The spouse's election period begins on
the date the Participant dies and ends on the date benefits
begin. The Beneficiary's election period begins on the date
the Participant dies and ends on the date benefits begin. An
election to waive the Qualified Preretirement Survivor Annuity
may not be made by the Participant before the date he is
provided with the notice of the ability to waive the Qualified
Preretirement Survivor Annuity. A Participant's election to
waive the Qualified Preretirement Survivor Annuity which is
made before the first day of the Plan Year in which he reaches
age 35 shall become invalid on such date. An election made by
a Participant after he ceases to be an Employee will not
become invalid on the first day of the Plan Year in which he
reaches age 35 with respect to death benefits from that part
of his Accrued Benefit from Employee Contributions, Employer
Contributions, and Rollover Contributions.
If the Participant's vested Accrued Benefit has at any time
exceeded $5,000, any benefit which is (1) immediately
distributable or (2) payable in a form other than a Qualified
Joint and Survivor Form or a Qualified Preretirement Survivor
Annuity requires the consent of the Participant and the
Participant's spouse (or where either the Participant or
spouse has died, the survivor). The consent of the Participant
or spouse to a benefit which is immediately distributable must
not be made before the date the Participant or spouse is
provided with the notice of the ability to defer the
distribution. Such consent shall be made in writing. The
consent shall not be made more than 90 days before the Annuity
Starting Date. Spousal consent is not required for a benefit
which is immediately distributable in a Qualified Joint and
Survivor Form. Furthermore, if spousal consent is not required
because the Participant is electing an optional form of
retirement benefit that is not a life annuity pursuant to (d)
below, only the Participant need consent to the distribution
of a benefit payable in a form that is not a life annuity and
which is immediately distributable. Neither the consent of the
Participant nor the Participant's spouse shall be required to
the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon
termination of this Plan if the Plan does not offer an annuity
option (purchased from a commercial provider), the
Participant's Employee Contribution Account, Employer
Contribution Account and Rollover Contribution Account
balances may, without the Participant's consent, be
distributed to the Participant or transferred to another
defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7))
maintained by an Employer or any Affiliate. A benefit is
immediately distributable if any part of the benefit could be
distributed to the Participant (or surviving spouse) before
the Participant attains (or would have attained if not
deceased) age 65. If the Qualified Joint and Survivor Form is
waived, the spouse has the right to consent only to a specific
Beneficiary or a specific form of benefit. The spouse can
relinquish one or
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If the Participant's vested Accrued Benefit has at any time
exceeded $5,000, any benefit which is (1) immediately
distributable or (2) payable in a form other than a Qualified
Joint and Survivor Form or a Qualified Preretirement Survivor
Annuity requires the consent of the Participant and the
Participant's spouse (or where either the Participant or
spouse has died, the survivor). The consent of the Participant
or spouse to a benefit which is immediately distributable must
not be made before the date the Participant or spouse is
provided with the notice of the ability to defer the
distribution. Such consent shall be made in writing. The
consent shall not be made more than 90 days before the Annuity
Starting Date. Spousal consent is not required for a benefit
which is immediately distributable in a Qualified Joint and
Survivor Form. Furthermore, if spousal consent is not required
because the Participant is electing an optional form of
retirement benefit that is not a life annuity pursuant to (d)
below, only the Participant need consent to the distribution
of a benefit payable in a form that is not a life annuity and
which is immediately distributable. Neither the consent of the
Participant nor the Participant's spouse shall be required to
the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon
termination of this Plan if the Plan does not offer an annuity
option (purchased from a commercial provider), the
Participant's Employee Contribution Account, Employer
Contribution Account and Rollover Contribution Account
balances may, without the Participant's consent, be
distributed to the Participant or transferred to another
defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7))
maintained by an Employer or any Affiliate. A benefit is
immediately distributable if any part of the benefit could be
distributed to the Participant (or surviving spouse) before
the Participant attains (or would have attained if not
deceased) age 65. If the Qualified Joint and Survivor Form is
waived, the spouse has the right to consent only to a specific
Beneficiary or a specific form of benefit. The spouse can
relinquish one or
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both such rights. Such consent shall be made in writing. The
consent shall not be made more than 90 days before the Annuity
Starting Date. If the Qualified Preretirement Survivor Annuity
is waived, the spouse has the right to limit consent only to a
specific Beneficiary. Such consent shall be in writing. The
spouse's consent shall be witnessed by a plan representative
or notary public. The spouse's consent must acknowledge the
effect of the election, including that the spouse had the
right to limit consent only to a specific Beneficiary or a
specific form of benefit, if applicable, and that the
relinquishment of one or both such rights was voluntary.
Unless the consent of the spouse expressly permits
designations by the Participant without a requirement of
further consent by the spouse, the spouse's consent must be
limited to the form of benefit, it applicable, and the
Beneficiary (including any Contingent Annuitant), class of
Beneficiaries, or contingent Beneficiary named in the
election. Spousal consent is not required, however, if the
Participant establishes to the satisfaction of the plan
representative that the consent of the spouse cannot be
obtained because there is no spouse or the spouse cannot be
located. A spouse's consent under this paragraph shall not be
valid with respect to any other spouse. A Participant may
revoke a prior election without the consent of the spouse. Any
new election will require a new spousal consent, unless the
consent of the spouse expressly permits such election by the
Participant without further consent by the spouse. A spouse's
consent may be revoked at any time within the Participant's
election period.
d) Special Rule for Profit Sharing Plan. As provided in the
preceding provisions of the Plan, if a Participant has a
spouse to whom he has been continuously married throughout the
one-year period ending on the date of his death, the
Participant's vested Accrued Benefit shall be paid to such
spouse. However, if there is no such spouse or if the
surviving spouse has already consented in a manner conforming
to the qualified election requirements in (c) above, the
vested Accrued Benefit shall be payable to the Participant's
Beneficiary in the event of the Participant's death.
The Participant may waive the spousal death benefit described
above at any time provided that no such waiver shall be
effective unless it satisfies the conditions of (c) above
(other than the notification requirement referred to therein)
that would apply to the Participant's waiver of the Qualified
Preretirement Survivor Annuity.
Because this is a profit sharing plan which pays death
benefits as described above, this subsection (d) applies if
the following condition is met: with respect to the
Participant, this Plan is not a direct or indirect transferee
after December 31, 1984, of a defined benefit plan, money
purchase plan (including a target plan), stock bonus plan or
profit sharing plan which is subject to the survivor annuity
requirements of Code Section 401(a)(11) and Code Section 417.
If the above condition is met,
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spousal consent is not required for electing a benefit payable
in a form that is not a life annuity. If the above condition
is not met, the consent requirements of this article shall be
operative.
9.4 Notice Requirements.
a) Optional forms of retirement benefit. The Administrative
Committee shall furnish to the Participant and the
Participant's spouse a written explanation of the optional
forms of retirement benefit in Section 9.2, including the
material features and relative values of these options, in a
manner that would satisfy the notice requirements of Code
Section 417(a)(3) and the right of the Participant and the
Participant's spouse to defer distribution until the benefit
is no longer immediately distributable. The Administrative
Committee shall furnish the written explanation by a method
reasonably calculated to reach the attention of the
Participant and the Participant's spouse no less than 30 days
and no more than 90 days before the Annuity Starting Date.
However, a Participant with spousal consent may waive the 30
day requirement, if the distribution commences more than 7
days after the written explanation is provided.
b) Qualified Joint and Survivor Form. The Administrative
Committee shall furnish to the Participant a written
explanation of the following: the terms and conditions of the
Qualified Joint and Survivor Form; the Participant's right to
make, and the effect of, an election to waive the Qualified
Joint and Survivor Form; the rights of the Participant's
spouse; and the right to revoke an election and the effect of
such a revocation. The Administrative Committee shall furnish
the written explanation by a method reasonably calculated to
reach the attention of the Participant no less than 30 days
and no more than 90 days before the Annuity Starting Date.
However, a Participant with spousal consent may waive the 30
day requirement, if the distribution commences more than 7
days after the written explanation is provided.
After the written explanation is given, a Participant or
spouse may make written request for additional information.
The written explanation must be personally delivered or mailed
(first class mail, postage prepaid) to the Participant or
spouse within 30 days from the date of the written request.
The Administrative Committee does not need to comply with more
than one such request by a Participant or spouse.
The Administrative Committee's explanation shall be written in
nontechnical language and will explain the terms and
conditions of the Qualified Joint and Survivor Form and the
financial effect upon the Participant's benefit (in terms of
dollars per benefit payment) of electing not to have benefits
distributed in accordance with the Qualified Joint and
Survivor Form.
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c) Qualified Preretirement Survivor Annuity. As required by the
Code and Federal regulation, the Administrative Committee
shall furnish to the Participant a written explanation of the
following: the terms and conditions of the Qualified
Preretirement Survivor Annuity; the Participant's right to
make, and the effect of, an election to waive the Qualified
Preretirement Survivor Annuity; the rights of the
Participant's spouse; and the right to revoke an election and
the effect of such a revocation. The Administrative Committee
shall furnish the written explanation by a method reasonably
calculated to reach the attention of the Participant within
the applicable period. The applicable period for a Participant
is whichever of the following periods ends last:
1. the period beginning one year before the date the
individual becomes a Participant and ending one year
after such date; or
2. the period beginning one year before the date the
Participant's spouse is first entitled to a Qualified
Preretirement Survivor Annuity and ending one year
after such date.
If such notice is given before the period beginning with the
first day of the Plan Year in which the Participant attains
age 32 and ending with the close of the Plan Year preceding
the Plan Year in which the Participant attains age 35, an
additional notice shall be given within such period. If a
Participant ceases to be an Employee before attaining age 35,
an additional notice shall be given within the period
beginning one year before the date he ceases to be an Employee
and ending one year after such date.
After the written explanation is given, a Participant or
spouse may make written request for additional information.
The written explanation must be personally delivered or mailed
(first class mail, postage prepaid) to the Participant or
spouse within 30 days from the date of the written request.
The Administrative Committee does not need to comply with more
than one such request by a Participant or spouse.
The Administrative Committee's explanation shall be written in
nontechnical language and will explain the terms and
conditions of the Qualified Preretirement Survivor Annuity and
the financial effect upon the spouse's benefit (in terms of
dollars per benefit payment) of electing not to have benefits
distributed in accordance with the Qualified Preretirement
Survivor Annuity.
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ARTICLE X
ADMINISTRATION
10.1 Fiduciaries. Under certain circumstances, the Board of
Trustees (referred to herein as "Administrative Committee") the Trustee, the
Board of Directors, or the Administrative Committee may be determined by a court
of law to be a fiduciary with respect to a particular action under the Plan or
the Trust Agreement. As authorized by ERISA, to prevent any two parties to the
Plan from being deemed co-fiduciaries with respect to a particular function,
both the Plan and Trust Agreement are intended, and should be construed, to
allocate to each party to the Plan only those specific powers, duties,
responsibilities, and obligations as are specifically granted to it under the
Plan or Trust.
10.2 Allocation of Responsibilities Among Named Fiduciaries.
(a) The Board of Trustees ("Administrative Committee"). The
Board of Trustees of the Plan, has been and shall in the future be, appointed
pursuant to the Agreement of Trust, as amended and restated, by and between
MAPCO PETROLEUM, INC. and the Board of Trustees. That Board is composed of three
members of MAPCO's management and three members of OCAW Local Union 3-631, and
shall be referred to herein as the "Administrative Committee." The
Administrative Committee shall retain all of its powers, but shall have the
authority to delegate responsibilities, as provided herein. The Administrative
Committee shall have exclusive authority and responsibility for those functions
set forth in Section 10.3 and in the other provisions of this Plan.
(b) Board of Directors ("Corporate Board"). The Corporate
Board shall have exclusive authority and responsibility for the amendment of
this Plan and the termination of this Plan, as set forth herein, it being
understood that the Company expects to continue the Plan indefinitely.
(c) Trustee. The Trustee shall have the authority and
responsibility to manage and control the Trust Fund and for the investment and
safekeeping of the assets of the Plan, except to the extent such authority and
responsibility is delegated to one or more Investment Managers. The Trustee
shall also have any responsibilities assigned to it in the Trust Agreement and
the provisions of this Plan.
(d) Investment Committee. The Investment Committee shall have
exclusive authority and responsibility for those functions set forth in Section
10.4 and in other provisions of this Plan.
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(e) Investment Managers. The Investment Managers, if and to
the extent appointed by the Administrative Committee, shall have the authority
and responsibility for the investment of all or any part of the assets of the
Plan, as delegated to the Investment Managers by the Administrative Committee.
In addition, in investing any of the assets of the Plan, the Investment Managers
shall follow any investment objectives or guidelines established by the
Administrative Committee and communicated to the Investment Managers.
10.3 Powers and Duties of Administrative Committee.
(a) Voting. The Administrative Committee shall act by a
majority of its members at the time in office, and such action may be
taken by a vote at a meeting, in writing without a meeting, or by
telephonic communications. Attendance at a meeting shall constitute
waiver of notice thereof. A member of the Administrative Committee who
is a Participant of the Plan shall not vote on any question relating
specifically to such Participant. Any such action shall be voted or
decided by a majority of the remaining members of the Administrative
Committee. The Administrative Committee shall appoint a Secretary who
may, but need not, be a member thereof. The Administrative Committee
may appoint from its members such subcommittees with such powers as the
Administrative Committee shall determine.
(b) Powers and Duties of Administrative Committee. The
Administrative Committee shall serve as the plan administrator and
shall administer the Plan in accordance with its terms. The
Administrative Committee shall have all the powers necessary to carry
out the terms of the Plan. All interpretations of this Plan, and
questions concerning its administration and application, shall be
determined by the Administrative Committee, and such determination
shall be binding on all persons, except as otherwise expressly provided
herein. In addition, the Administrative Committee shall have the
authority and responsibility for:
(1) The approval of any merger or spinoff of any part
of this Plan;
(2) The appointment, removal, with or without cause,
or the replacement of the Trustee, Investment Managers, and
any member of the Investment Committee;
(3) The delegation of responsibilities to the
Trustee, the Investment Committee or any other person or
entity;
(4) The execution of any certificate, instrument, or
other written direction on behalf of the Plan and making any
payments on behalf of the Plan; and
(5) The selection of the investment options offered
under this Plan.
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The Administrative Committee may appoint such accountants, counsel,
specialists, and other persons as it deems necessary or desirable in
connection with the administration of this Plan. Such accountants and
counsel may, but need not, be accountants and counsel for the Company
or an Affiliate.
10.4 Provisions Concerning the Investment Committee.
(a) Membership and Voting. The Investment Committee of the
Williams Pipe Line Company Investment Plan shall be the Investment
Committee of this Plan. Should there be no such Investment Committee
under the Pipe Line Plan, the Administrative Committee shall appoint an
Investment Committee.
(b) Duties of Investment Committee. The Investment Committee
shall recommend to the Administrative Committee the Investment Funds
and Investment Managers under the Plan and monitor the performance of
such Investment Funds and Investment Managers. The Investment Committee
shall also implement any investment objectives or guidelines which may
be established by the Administrative Committee. The Investment
Committee may appoint such accountants, counsel, specialists, and other
persons as it deems necessary or desirable in connection with its
duties under this Plan. Such accountants and counsel may, but need not,
be accountants and counsel for the Company or an Affiliate. The
Investment Committee also shall have such other duties, authority and
responsibility as may be delegated by the Administrative Committee.
10.5 Delegation of Responsibilities; Bonding.
(a) Delegation and Allocation. The Corporate Board, the
Administrative Committee, and the Investment Committee, respectively,
shall have the authority to delegate or allocate, from time to time, by
a written instrument, all or any part of their responsibilities under
this Plan to such person or persons as each may deem advisable and in
the same manner to revoke any such delegation or allocation of
responsibility. Any action of a person in the exercise of such
delegated or allocated responsibility shall have the same force and
effect for all purposes hereunder as if such action had been taken by
the Corporate Board, the Administrative Committee, or the Investment
Committee. An Employer, the Administrative Committee, Corporate Board,
or the Investment Committee shall not be liable for any acts or
omissions of any such person, who shall periodically report to the
Corporate Board, the Administrative Committee, or the Investment
Committee, as applicable, concerning the discharge of the delegated or
allocated responsibilities.
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(b) Bonding. The members of the Corporate Board, the
Investment Committee and the Administrative Committee shall serve
without bond (except as expressly required by federal law) and without
compensation for their services as such.
10.6 No Joint Fiduciary Responsibilities. This Plan is intended to
allocate to each named fiduciary the individual responsibility for the prudent
execution of the functions assigned to it, and none of such responsibilities or
any other responsibility shall be shared by two or more of such named
fiduciaries unless such sharing is provided for by a specific provision of the
Plan. Whenever one named fiduciary is required herein to follow the directions
of another named fiduciary, the two named fiduciaries shall not be deemed to
have been assigned a shared responsibility, but the responsibility of a named
fiduciary receiving such directions shall be to follow them insofar as such
instructions are on their face proper under applicable law.
10.7 Information to be Supplied by Employer. Each Employer shall supply
to the Administrative Committee, within a reasonable time after each Valuation
Date and in such form as the Administrative Committee shall require, the names
of all Employees who incurred a Termination of Employment or layoff during the
month and the date of termination of each, the amount of Compensation paid to
each Active Participant for the month, the amount of Employee and Employer
Contributions made on behalf of each Participant during the month. The
Administrative Committee may rely conclusively on the information certified to
it by an Employer. Each Employer shall provide to the Administrative Committee
or its delegate such other information as it shall from time to time need in the
discharge of its duties.
10.8 Records. The regularly kept records of the Recordkeeper,
Administrative Committee and of any Employer shall be conclusive evidence of the
Accrued Benefit, Vesting Service, Years of Participation, Eligibility Service of
a Participant, his Compensation, his age, marital status, his status as an
Eligible Employee, and all other matters contained therein applicable to this
Plan; provided that a Participant may request a correction in the record of his
age at any time prior to retirement, and such correction shall be made if within
ninety (90) days after such request he furnishes in support thereof a birth
certificate, baptismal certificate, or other documentary proof of age
satisfactory to the Administrative Committee.
10.9 Fiduciary Capacity. Any person or group of persons may serve in
more than one fiduciary capacity with respect to the Plan.
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ARTICLE XI
CLAIMS PROCEDURE
11.1 Initial Claim for Benefits. Each Participant or Beneficiary may
submit his claim for benefits to the Administrative Committee (or to such other
person as may be designated by the Administrative Committee) in writing in such
form as is permitted by the Administrative Committee. A Participant shall have
no right to seek review of a denial of benefits, or to bring any action in any
court to enforce a claim for benefits prior to his filing a claim for benefits
and exhausting his rights to review under Sections 11.1 and 11.2.
When a claim for benefits has been filed properly, such claim for
benefits shall be evaluated and the claimant shall be notified of the approval
or the denial within ninety (90) days after the receipt of such claim unless
special circumstances require an extension of time for processing the claim. If
such an extension of time for processing is required, written notice of the
extension shall be furnished to the claimant prior to the termination of the
initial ninety (90) day period which shall specify the special circumstances
requiring an extension and the date by which a final decision will be reached
(which date shall not be later than one hundred and eighty (180) days after the
date on which the claim was filed). A claimant shall be given a written notice
in which the claimant shall be advised as to whether the claim is granted or
denied, in whole or in part. If a claim is denied, in whole or in part, the
claimant shall be given written notice which shall contain (a) the specific
reasons for the denial, (b) references to pertinent plan provisions upon which
the denial is based, (c) a description of any additional material or information
necessary to perfect the claim and an explanation of why such material or
information is necessary, and (d) the claimant's rights to seek review of the
denial.
11.2 Review of Claim Denial. If a claim is denied, in whole or in part,
the claimant shall have the right to request that the Administrative Committee
review the denial, provided that the claimant files a written request for review
with the Administrative Committee within sixty (60) days after the date on which
the claimant received written notification of the denial. A claimant (or his
duly authorized representative) may review pertinent documents and submit issues
and comments in writing to the Administrative Committee. Within sixty (60) days
after a request for review is received, the review shall be made and the
claimant shall be advised in writing of the decision on review, unless special
circumstances require an extension of time for processing the review, in which
case the claimant shall be given a written notification within such initial
sixty (60) day period specifying the reasons for the extension and when such
review shall be completed (provided that such review shall be completed within
one hundred and twenty (120) days after the date on which the request for review
was filed). The decision on review shall be forwarded to the claimant in writing
and shall include specific reasons for the decision and references to plan
provisions upon which the decision is based. A decision on review shall be final
and binding on all persons for all purposes. If a claimant shall fail to file a
request for review in accordance with the procedures herein
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outlined, such claimant shall have no rights to review and shall have no right
to bring action in any court and the denial of the claim shall become final and
binding on all persons for all purposes.
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ARTICLE XII
AMENDMENT AND TERMINATION OF THE PLAN
12.1 Discontinuance of Contributions. It is the expectation of the
Company that it will continue the Plan and the payment of Employer Contributions
hereunder indefinitely, but the continuation of the Plan and the payment of
Employer Contributions hereunder is not assumed as a contractual obligation of
the Company or any other Employer, except as provided in the collective
bargaining agreement between the Company and the Union. The Company reserves the
right at any time, subject to its obligations under any collective bargaining
agreement with the Union, to reduce, suspend or discontinue its contributions
hereunder; provided, however, that the Employer Contributions for any Plan Year
accrued or determined prior to the end of such Plan Year shall not after the end
of said Plan Year be retroactively reduced, suspended or discontinued.
12.2 Amendments.
(a) As provided in Article X, the Board of Directors, may
amend, modify, change, revise or discontinue this Plan or the Trust
Agreement, at any time; provided that, except where allowed by or
required to conform to provisions of the Code or ERISA, or any other
statute relating to employees' trusts, or any official regulations or
rulings issued pursuant thereto: (1) no amendment shall increase the
duties or liabilities of a Trustee or the Investment Managers without
their respective written consent; (2) no amendment shall have the
effect of vesting in any Employer any interest in any funds, securities
or other property, subject to the terms of this Plan and the Trust
Agreement; (3) no amendment shall authorize or permit at any time any
part of the corpus or income of the Trust Fund to be used or diverted
to purposes other than for the exclusive benefit of Participants and
their Beneficiaries; and (4) no amendment shall have any retroactive
effect which would deprive any Participant or Beneficiary of any
Accrued Benefit already accrued.
(b) If a person is not an Employee on or after the effective
date of any amendment to the Plan, the amendment shall be deemed as
having no effect on the amount of such person's Accrued Benefit, unless
the amendment specifically provides otherwise.
(c) No amendment to the Plan's vesting schedule shall deprive
a Participant of his nonforfeitable rights to his Accrued Benefits to
the date of the amendment. Further, if the vesting schedule of the Plan
is amended, each Participant with at least three (3) years of Vesting
Service with the Employer may elect, within a reasonable period after
the adoption of the amendment, to have his nonforfeitable percentage
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:
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(1) sixty (60) days after the amendment is adopted;
(2) sixty (60) days after the amendment becomes
effective; or
(3) sixty (60) days after the Participant is issued
written notice of the amendment by the Employer or
Administrative Committee.
12.3 Plan Termination. This Plan shall terminate upon the happening
of any of the following events:
(a) Legal adjudication of the Company as bankrupt, a general
assignment by the Company to or for the benefit of its creditors, or
dissolution of the Company other than by form of or as a result of a
reorganization where the business of the Company is continued; or
(b) Termination of the Plan by the Board of Directors at any
time when, in its judgment, business, financial or other good causes
make such termination necessary; such termination to become effective
upon the execution and delivery by the Company to the Administrative
Committee and to the Trustee of a written resolution signed on its
behalf by an officer of the Company and stating the fact of such
termination.
12.4 Payment Upon Termination. Upon termination of the Plan or complete
discontinuance of Employer Contributions hereunder, each Participant and
Beneficiary's Accrued Benefit shall become fully vested. Upon a partial
termination of the Plan, the Accrued Benefit of each affected Participant shall
become fully vested. In such event, the Trustee shall distribute to each
affected Participant the entire amount of his Accrued Benefit in a lump sum no
later than sixty (60) days after the close of the Plan Year in which the event
occurred, unless directed by the Board of Directors to continue the Trust and
distribute the Participants' Accrued Benefit at such other time and in such
other non-discriminatory manner as the Board of Directors shall designate,
provided that such distributions shall occur or commence no later than at the
time(s) provided in Section 8.7. Distributions due to the termination of the
Plan will be made in accordance with the modes of distributions provided for in
Article VIII.
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ARTICLE XIII
TOP-HEAVY PROVISIONS
13.1 Definitions. The following words and phrases shall have the
meanings set forth below when used in the capitalized form, unless a different
meaning is clearly warranted by the context:
(a) "Aggregation Group" means a Required Aggregation Group or
a Permissive Aggregation Group, as appropriate.
(1) "Required Aggregation Group" means that group of
plans comprised of each defined contribution and each defined
benefit plan sponsored by the Company or any Affiliate in
which at least one (1) Key Employee participates, and any
other defined contribution or defined benefit plan sponsored
by the Company or by any Affiliate which enables a plan in
which a Key Employee participates to satisfy the minimum
participation and non-discrimination requirements of Code
Sections 410 or 401(a) (4).
(2) "Permissive Aggregation Group" means all plans
included in the Required Aggregation Group and any other plan
or plans sponsored by the Company or by an Affiliate but only
if such group of plans would satisfy, in the aggregate, the
minimum participation and non-discrimination requirements of
Code Sections 410 and 401(a) (4) and contributions or benefits
in such other plans are comparable to contributions or
benefits in the plans of the Required Aggregation Group. The
Administrative Committee shall determine which plan or plans
shall be taken into account in determining the Permissive
Aggregation Group.
(b) "Determination Date" means, with respect to a Plan Year,
the last day of the immediately preceding Plan Year.
(c) "Key Employee" means any Employee or former Employee (and
any beneficiaries of a former Employee) who, for the Plan Year
containing the Determination Date or any of the four (4) preceding Plan
Years, is:
(1) An officer of an Employer (or of an Affiliate)
whose annual compensation during the Plan Year containing the
Determination Date is at least one hundred fifty percent
(150%) of the dollar limitation on annual additions for such
Plan Year with respect to defined contribution plans under
Code Section 415(c)(l)(A); provided however, no more than the
lesser of:
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(A) fifty (50) Employees; or
(B) the greater of three (3) Employees or
ten percent (10%) of all Employees,
shall be treated as officers, and such officers shall be
selected from those with the highest compensation during the
Plan Year containing the Determination Date;
(2) One (1) of the ten (10) Employees owning, or
considered as owning within the meaning of Code Section 318
(applying subparagraph (a)(2)(C) thereof by substituting "5%"
for "50%" therein), the largest interest in an Employer,
provided such Employee's annual compensation from an Employer
during the Plan Year containing the Determination Date is in
excess of the dollar limitation on annual additions for such
Plan Year with respect to defined contribution plans under
Code Section 415(c)(l)(A); and provided further that if two or
more Employees so own equal interests in the Employer, the
Employee having the greater annual compensation from the
Employer shall be treated as so owning a larger interest;
(3) A five percent (5%) or greater owner of an
Employer; or
(4) A one percent (1%) or greater owner of an
Employer whose annual compensation from an Employer is greater
than One Hundred Fifty Thousand Dollars ($150,000).
(d) "Non-key Employee" shall mean an Employee who is not a Key
Employee, including an Employee who is a former Key Employee.
13.2 Application of Top-Heavy Provisions. The top-heavy provisions
of this Article shall be applied as follows:
(a) Single Plan Determination. Unless this Plan is included in
an Aggregation Group, it will be considered top heavy and the
provisions of this Article shall be applicable, if, as of a
Determination Date, the cumulative Accrued Benefits of Key Employees
under the Plan exceeds sixty percent (60%) of the cumulative Accrued
Benefits of all Employees under the Plan.
(b) Aggregation Group Determination. If the Plan is included
in an Aggregation Group, it will be considered top heavy and the
provisions of this Article XIV shall be applicable, if, as of a
Determination Date, the sum of account balances of Key Employees under
all defined contribution plans in the group and the cumulative Accrued
Benefits of Key Employees under all defined benefit plans in such group
exceed sixty percent (60%) of the
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same amounts determined for all employees under all plans included in
the Aggregation Group.
(c) Top-Heavy Test. For purposes of (a) and (b) above, accrued
benefits and account balances shall be adjusted for any distribution
made in the five-year period ending on the Determination Date, for any
contribution due but unpaid as of the Determination Date and for any
contributions made after the most recent Valuation Date. The value of
cumulative accrued benefits and the value of account balances shall be
determined as of the most recent Valuation Date which is within the
12-month period ending on the Determination Date. The accrued benefit
and account balance of a Participant shall be disregarded if: (1) the
Participant was previously a Key Employee who now meets none of the
conditions of Section 13.1(c), or (ii) the Participant has performed no
services for an Employer during the five (5)-year period ending on the
Determination Date. The determination of top-heavy status, including
the extent to which distributions, rollovers, and transfers are taken
into account shall be made in accordance with Code Section 416 and the
regulations thereunder.
13.3 Top-Heavy Determination. The Administrative Committee shall
determine whether the Plan is a Top-Heavy Plan with respect to each Plan Year
and such determination shall be final and binding on all Participants.
13.4 Vesting Requirements. A Participant's interest in his Accrued
Benefit shall vest in accordance with the provisions of Section 8.3 without
regard to whether or not the Plan is determined to be top-heavy with respect to
any Plan Year.
13.5 Minimum Contribution Amount. If the Plan is determined to be
top-heavy with respect to a Plan Year, then each Eligible Employee who has not
separated from service by the end of the Plan Year, other than a Key Employee,
shall receive an allocation which is not less than the lesser of (a) three
percent (3%) of his Compensation for such Plan Year, or (b) the greatest amount
allocated to any Key Employee (when expressed as a percentage of Compensation)
under this Plan or under any other defined contribution plan included in the
Aggregation Group, if any; provided, however, in the event the greatest amount
so allocated to any Key Employee is less than three percent (3%) of his
Compensation for such Plan Year, then Pre-Tax Contributions shall be included in
determining the amount allocated to each Key Employee. An Eligible Employee
shall be entitled to such minimum contribution even though such Employee is not
a Participant or fails to complete a Year of Service during such Plan Year. Such
minimum contribution shall be determined without regard to Social Security
integration or any Pre-Tax Contribution. If a Participant, other than a Key
Employee, is a participant in both a defined contribution and a defined benefit
plan in a year in which the Plan is top-heavy, then an Employer can provide in
its sole discretion for such Participant either (i) an allocation under this
Plan equal to five percent (5%) of his Compensation for such Plan Year or (ii)
the minimum accrual permitted by Code Section 416 under the defined benefit plan
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maintained by such Employer. For any Plan Year in which the Company determines
to provide an allocation under clause (i) above, the amount of any allocation
shall be reduced by the amount of any allocation made on behalf of the
Participant for the Plan Year under any other qualified defined contribution
plan that is part of the Aggregation Group.
13.6 Adjustment in Maximum Limitation on Annual Benefits. For any Plan
Year with respect to which the Plan is top-heavy, the denominators of Defined
Benefit Plan Fraction and the Defined Contribution Plan Fraction described in
Section 5.5 shall be determined under Code Section 415(e) by multiplying the
dollar limitation then in effect by 1.0 instead of 1.25.
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ARTICLE XIV
LOANS
14.1 Authorization of Loans. Upon the application, on or before the
Deadline Day, for a loan (which meets the requirements of this Article XIV) made
by a Participant who is an Employee or who is an employee of The Williams
Companies, Inc. (or one of its Code Section 414 affiliates) due to a direct
transfer of employment from an Employer, the Administrative Committee shall
authorize the Trustee to make a loan to such Participant. All such loans shall
be subject to the requirements of this Article XIV and such other rules and
guidelines, if any, which the Administrative Committee shall from time to time
prescribe. Any loan applied for after the Administrative Committee implements a
paperless system, may be applied for and processed electronically, with the
execution such paper documents as the Administrative Committee may require being
accomplished in connection with the disbursement of funds so as to establish an
enforceable obligation under the law.
14.2 Minimum Requirements for Loans. A loan to a Participant must meet
the following requirements as well as such other terms as the Administrative
Committee may establish from time to time:
(a) Principal Amount. The maximum principal amount of any loan
balance owed by a Participant to this Plan and to any other qualified
plan sponsored by an Employer shall not exceed the lesser of: (1) fifty
thousand dollars ($50,000) reduced by the aggregate of the highest
outstanding balances of such loans during the immediately preceding
twelve-month period, or (2) fifty percent (50%) of a Participant's
nonforfeitable Accrued Benefit, as of the most recently available
determination of the Participant's Accrued Benefit. All loans shall be
made effective as of the Valuation Date following the receipt of a
properly filed loan application, and loan funds shall be disbursed by
the Trustee as soon as practicable thereafter. The Administrative
Committee is authorized to adopt rules which either reduce the maximum
principal amount of a loan or provide a minimum amount which may be
loaned to a Participant.
(b) Maximum Term. The repayment term of any loan may not
exceed five (5) years from the date of the loan is made, unless the
loan principal is used to acquire any dwelling unit which within a
reasonable time is to be used as a principal residence of the
Participant, in which case the maximum term shall not exceed
twenty-five (25) years. If a Participant's employment with the Employer
terminates for any reason, the loan shall then immediately become due
and payable; provided, however, for this purpose the employment of a
Participant whose employment is directly transferred to The Williams
Companies, Inc. (or one of its Code Section 414 affiliates) shall be
considered as not so terminating during the period of such employment.
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(c) Interest Rate. Each loan shall bear interest at a rate
equal to the "prime rate" plus by one percentage point as published in
the Wall Street Journal on the first business day of the month in which
the loan is originated or such other rate as the Administrative
Committee shall specify.
(d) Repayment. The loan shall be repaid by payroll withholding
over its term in level installment payments. As a condition precedent
to approval of the loan, the Participant shall be required to authorize
irrevocably payroll withholding in the amount of each installment,
unless this requirement is waived by the Administrative Committee.
(e) Collateral. The loan shall be secured by up to fifty
percent (50%) of the Participant's nonforfeitable Accrued Benefit, and
such other collateral as the Administrative Committee may require from
time to time. The Administrative Committee may release any portion of
such collateral that the Administrative Committee determines is not
required to adequately secure the repayment of such loan.
(f) Distribution of Accrued Benefit. If the nonforfeitable
portion of a Participant's Accrued Benefit is to be distributed prior
to the Participant's payment of all principal and accrued interest on
any loan to such Participant, the distribution shall include, as an
offset, the amount of unpaid principal and accrued interest on the loan
as of the date of such distribution. The Administrative Committee may
determine, in its discretion, that the amount of any distribution shall
not include such offset, if the undistributed nonforfeitable portion of
the Participant's Accrued Benefit, which remains pledged as collateral
for such outstanding loan, represents adequate security therefor.
(g) Notes. All loans shall be evidenced by a collateral
promissory note containing such terms and conditions as the
Administrative Committee shall require.
(h) Frequency. A Participant shall be permitted to have up to
two loans at any one time; however, if a Participant has two loans
outstanding, no new loan will be made until three months after the full
repayment of one of the existing loans.
(i) Self-Directed Limitation. A Participant shall not be
permitted to borrow funds from Fund 10; however, any monies held in
Fund 10 on behalf of the Participant shall be taken into account in
determining the maximum available loan under Section 14.2(a).
14.3 Accounting for Loans. Each loan shall be deemed to be made from
the account or accounts of the Participant to whom the loan is made. All
payments with respect to the loan shall be credited to the account or accounts
of such Participant from which such loan is deemed to be made.
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ARTICLE XV
SPECIAL PLAN TO PLAN TRANSFERS
15.1 Transfers From Other Plans. With the approval of the
Administrative Committee, all or any portion of the Accrued Benefit of any
Participant or class of Participants may be transferred from (or to) this Plan
to (or from) any other plan qualified under Code Section 401, subject to such
terms and conditions as shall be established at the time of the transfer. No
transfer of any accrued benefit will be made to this Plan from any plan required
to provide benefits to its participants in the form of annuities pursuant to
Code Section 401(a)(11) and 417, unless prior to such transfer appropriate
provisions are included in this Plan to separately account for amounts so
transferred and to provide such annuities with respect to such amounts
separately accounted for on behalf of each Participant whose benefit is so
transferred.
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ARTICLE XVI
DIRECT ROLLOVERS
16.1 Right of Direct Rollover. Notwithstanding any provision of the
Plan to the contrary that would otherwise limit a Distributee's election under
this part, a Distributee may elect, at the time and in the manner prescribed by
the Administrative Committee, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.
16.2 Definitions. For purposes of this Article XV, the following words
and phrases shall have the meanings set forth below when used in the capitalized
form, unless a different meaning is clearly warranted by the context:
(a) "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
(b) "Distributee" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.
(c) "Eligible Retirement Plan" shall mean an individual
retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code,
an annuity plan described in Section 403(a) of the Code, or a qualified
trust described in Section 401(a) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in the case of
an Eligible Rollover Distribution to the surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual
retirement annuity.
(d) "Eligible Rollover Distribution" shall mean any
distribution of all or any portion of the balance to the credit of the
Distributee, except that an Eligible Rollover Distribution does not
include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or more;
any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code; and the portion of any distribution that
is not includable in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer
securities).
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ARTICLE XVII
MISCELLANEOUS PROVISIONS
17.1 Employer Adoption. Any Affiliate may, adopt or withdraw from this
Plan. The adoption resolution may contain such specific changes and variations
in this Plan's terms and provisions applicable to the Employees of the adopting
Employer.
17.2 Plan Merger. This Plan shall not be merged or consolidated with,
nor shall any assets or liabilities be transferred to, any other plan, unless
the benefits payable to each Participant under this Plan and any other plan
involved in such merger, consolidation or transfer, if this Plan were terminated
immediately after such action, would be equal to, or greater than, the benefits
to which such Participant would have been entitled if this Plan had been
terminated immediately before such action.
17.3 Indemnification. Each Employer shall indemnify and hold harmless
each member of the Board of Directors, each member of the Administrative
Committee, each member of the Investment Committee, and each officer and
employee of an Employer to whom are delegated duties, responsibilities, and
authority with respect to this Plan against all claims, liabilities, fines and
penalties, and all expenses reasonably incurred by or imposed upon him
(including but not limited to reasonable attorney fees) which arise as a result
of his actions or failure to act in connection with the operation and
administration of this Plan to the extent lawfully allowable and to the extent
that such claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by an Employer. Notwithstanding the
foregoing, an Employer shall not indemnify any person for any such amount
incurred through any settlement or compromise of any action unless the Employer
consents in writing to such settlement or compromise.
17.4 Nonalienation of Benefits. Except as expressly provided for by
this Plan or otherwise permitted by law, benefits payable under this Plan shall
not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, charge, garnishment, execution or levy of any
kind, either voluntary or involuntary, including any such liability which is for
alimony or other payments for the support of a spouse, former spouse or children
of the Participant, or for any other relative of a Participant prior to being
actually received by the person entitled to the benefit under the terms of the
Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, charge, garnish, execute or levy upon, or otherwise dispose of any
right to benefits payable hereunder, shall be void. The Trust shall not in any
manner be liable for, or subject to, the debts, contracts, liabilities,
engagements or torts of any person entitled to benefits hereunder.
17.5 Contract of Employment. Nothing contained herein shall be
construed to constitute a contract of employment between an Employer and any
Employee.
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17.6 Source of Benefits. All benefits payable under this Plan shall be
paid or provided for solely from the Trust, and the Employers assume no
liability or responsibility therefor.
17.7 Employees' Trust. This Plan and Trust are created for the
exclusive purpose of providing benefits to the Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan. The
Plan and Trust shall be interpreted in a manner consistent with their being,
respectively, a Plan described in Section 401(a) of the Code and a Trust exempt
under Section 501(a) of the Code. At no time shall the Trust Fund be diverted
from the above purpose.
17.8 Gender and Number. Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to include the
feminine, and singular the plural.
17.9 Headings. The headings of Articles and Sections are included
solely for convenience of reference, and if there is any conflict between such
headings and the text of this Plan, the text shall control.
17.10 Invalidity of Certain Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof and the Plan shall be construed and
enforced as if such provisions, to the extent invalid or unenforceable, had not
been included.
17.11 Law Governing. This Plan shall be construed and enforced
according to the laws of the State of Oklahoma (other than its laws respecting
choice of law) to the extent not preempted by ERISA.
Executed in 7 counterpart originals, effective January 1, 1999.
MAPCO PETROLEUM INC. (DELAWARE)
By: /s/ MICHAEL P. JOHNSON
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ACKNOWLEDGED as THE ADMINISTRATIVE COMMITTEE, effective January 1, 1999.
By: /s/ BERNARD COBLE
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/s/ TERRY BRYANT
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/s/ MELVIN DEMUTH
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/s/ WILLIAM G. MILLER
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/s/ TED RASBACH
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/s/ BRENDA HAYES
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APPENDIX I
Procedure for Identification and Processing
of Qualified Domestic Relations Orders
1.0 Definitions. The capitalized terms used in this Procedure, unless
otherwise specifically defined below, shall have the same meaning as provided in
The Williams Companies Investment Plus Plan, as amended from time to time.
(A) "Alternate Payee" shall mean any spouse, former spouse, child or other
dependent of a Participant who is recognized by a Domestic Relations
Order as having the right to receive all or any portion of the benefits
payable under the Plan with respect to such Participant.
(B) "Domestic Relations Order" or "Order", which terms are used
interchangeably, shall mean any judgment, decree or order of a court of
competent jurisdiction, including approval of a property settlement
agreement, (i) that relates to the provision of child support, alimony
payments or marital property rights to a spouse, former spouse, child
or other dependent of a Participant, and (ii) that is made pursuant to
the domestic relations law of a state, including a community property
law.
(C) "Qualified Domestic Relations Order" shall mean a Domestic Relations
Order that meets all of the requirements specified in this Procedure,
and that creates or recognizes the existence of the right of an
Alternate Payee to receive, or assigns to an Alternate Payee the right
to receive, all or a portion of the benefits payable with respect to a
Participant under the Plan. The determination of the status of a
Domestic Relations Order shall at all times be made in accordance with
the provisions of any applicable regulations issued by the Secretary of
Labor or the Secretary of the Treasury. The Administrative Committee's
determination of the status of a Domestic Relations Order shall be
final and binding on all persons.
2.0 Status of Order.
(A) Grandfathered Orders. If an Order was entered prior to January 1, 1985,
the Administrative Committee shall treat the Order as a Qualified
Domestic Relations Order, if any benefits are being paid from the Plan
pursuant to such Order on January 1, 1985.
(B) New Orders. If an Order is entered after December 31, 1984, the
Administrative Committee shall recognize the Order as a Qualified
Domestic Relations Order, if the Order satisfies all of the following
requirements:
(i) The Order discloses the name and last known mailing address,
if available, of the Participant and each Alternate Payee
covered by the Order; provided, however, that
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an Order shall not fail to be a Qualified Domestic Relations
Order merely because the Order does not specify the address of
the Participant or an Alternate Payee, if the Administrative
Committee is otherwise aware of the address of such
Participant or Alternate Payee.
(ii) The Order specifies the percentage of the Participant's
benefits to be paid to each Alternate Payee.
(iii) The Order provides, if the Participant has an outstanding loan
from the Plan, that the Participant's benefits shall be
reduced by the outstanding principal balance of such loan
prior to determining the benefit of any Alternate Payee.
(iv) The Order identifies the number of payments or periods to
which such Order applies.
(v) The Order contains information sufficient to assure that the
Order relates to the Plan.
(vi) The Order does not require any type or form of payment of
benefits or any option that is not otherwise provided under
the Plan; provided, however, an Order shall not be treated as
failing to meet this requirement if such Order requires a lump
sum payment of the entire benefit of an Alternate Payee to be
made to such Alternate Payee even if the Participant has not
terminated his employment.
(vii) The Order does not affect any portion of the Participant's
benefits which are not fully-vested as of the date of the
Order.
(viii) The Order does not require the Plan to provide increased
benefits, as determined on the basis of actuarial value.
(ix) The Order provides that the Plan's procedures shall be applied
by the Administrative Committee in determining the ratable
funding of any Alternate Payee's benefit from the accounts and
investment options in which the Participant's benefit is held
under the Plan.
(x) The Order does not require the payment of benefits to an
Alternate Payee that are required to be paid to another
Alternate Payee under another Order previously determined by
the Administrative Committee to be a Qualified Domestic
Relations Order.
3.0 Procedural Requirements.
(A) Copy of Order: Upon receipt by the Company of a certified copy of a
Domestic Relations Order, the Administrative Committee promptly shall
notify the Participant and any Alternate Payee that the Administrative
Committee has received such Order and the
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Administrative Committee shall provide the Participant and each
Alternative Payee with a copy of this Procedure.
(B) Notification. Within a reasonable time after receipt by the Committee
of a Domestic Relations Order, or within such time period as shall be
established under any applicable regulations issued by the Secretary of
Labor or the Secretary of the Treasury, the Administrative Committee
shall determine whether the Order is a Qualified Domestic Relations
Order and shall notify the Participant and each Alternate Payee of such
determination. If the Administrative Committee determines that an Order
is not a Qualified Domestic Relations Order, such notice shall advise
the Alternate Payee that he or she may have a right to petition the
issuing court to amend the Order. Notifications shall be sent to the
addresses specified in the Domestic Relations Order, or if the Domestic
Relations Order does not specify addresses, to the last known address
of the Participant and the Alternate Payee.
4.0 Status Determination and Payments. During the period commencing
with the first business day following the date a certified copy of a Domestic
Relations Order has been received by the Administrative Committee and before its
status has been finally determined, no amount, other than a cash dividend
distributed pursuant to Section 6.4 of the Plan, shall be distributed to the
Participant or the Alternate Payee pursuant to any provision of the Plan whether
or not pursuant to the Participant's request for a withdrawal, a loan or
otherwise and any amount that would have been payable under the Plan to the
Alternate Payee pursuant to the Order during such period shall be separately
accounted for in the Plan. For this purpose, "finally determined" shall mean
that such Domestic Relations Order, including any, if any, amendment or
modification thereof, has been (i) determined to be a Qualified Domestic
Relations Order and the amount payable to the Alternate Payee pursuant thereto
has been distributed, or (ii) determined not to be a Qualified Domestic
Relations Order and the eighteen (18) month period described below has expired.
If, within an eighteen (18) month period beginning with the date on which the
first payment would be required to be made from the Plan under the Domestic
Relations Order, the Order, including any, if any, amendment or modification
thereof, is determined to be a Qualified Domestic Relations Order by the
Administrative Committee, a court of competent jurisdiction, or otherwise, the
Administrative Committee shall cause the separately accounted for amounts to be
paid to the persons entitled to receive them. If it is determined that the
Order, including any, if any, amendment or modification thereof, is not a
Qualified Domestic Relations Order or if the issue cannot be resolved within
such eighteen (18) month period, the Administrative Committee shall cause the
separately accounted for amounts to be paid to the person or persons who would
have been entitled to receive such amounts in the absence of such Order. After
such date as may be selected by the Administrative Committee, amounts under this
Plan payable to a Participant and/or Alternate Payee in accordance with a
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Qualified Domestic Relations Order shall be reduced by any out-of-pocket costs
incurred by the Plan in connection with such separate accounting for amounts
distributable under the Plan and shall be further reduced by any out-of-pocket
costs incurred by the Plan to determine the status of an Order, including court
costs, reasonable attorneys fees and similar expenses. If the Administrative
Committee receives a certified copy of an order entered by a court of competent
jurisdiction, which order stays or suspends the enforcement of a Qualified
Domestic Relations Order, the Administrative Committee shall cause any payment
which would be made after the date the Administrative Committee receives such
certified copy to be suspended during the period such order is in effect
thereafter. Neither this Procedure nor any provision of a Domestic Relations
Order shall affect the manner in which any portion of any of the accounts of the
Participant are invested pursuant to the terms of the Plan or the right of the
Participant to direct the investment of any account as to which he has such
right, including any portion of any such account which is being separately
accounted for under the Plan pursuant to this Procedure.
5.0 Modification of Procedure. This Procedure may be modified from time
to time by the Administrative Committee in its discretion to conform with
applicable rules or regulations promulgated by the Secretary of Labor or
Secretary of the Treasury.
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EXHIBIT 5.1
[THE WILLIAMS COMPANIES LETTERHEAD]
November 3, 1999
The Williams Companies, Inc.
One Williams Center
Tulsa, OK 74172
Dear Sirs:
The Williams Companies, Inc., a Delaware corporation (the "Company")
contemplates filing a Registration Statement on Form S-8 under the Securities
Act of 1933, as amended (the "Registration Statement"), relating to the
registration of Common Stock of the Company, $1.00 par value (the "Common
Stock"), and associated Preferred Stock Purchase Rights (the "Rights"), to be
issued pursuant to the terms of the Mid-South PACE Savings and Retirement Plan
(the "Plan").
As counsel for the Company, I have examined originals or copies, certified or
otherwise identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and legal matters as I
deem relevant to the authorization and issuance of the Common Stock and the
Rights under the terms of the Plan. Based on such examination, it is my opinion
that the Common Stock has been duly authorized and, when issued and delivered in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable, and the Rights to which holders of Common Stock issued under the
Plan will be entitled, have been duly authorized and when issued in accordance
with their terms, will be validly issued.
I hereby consent to the filing of this opinion with the Securities and Exchange
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ SHAWNA L. GEHRES
Shawna L. Gehres
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the registration of 200,000 shares of The Williams Companies,
Inc. common stock to be used in connection with the Mid-South PACE Savings and
Retirement Plan of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of The Williams Companies, Inc.
included in its Annual Report (10-K) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/S/ ERNST & YOUNG LLP
Tulsa, Oklahoma
November 1, 1999
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EXHIBIT 23.2
Independent Auditors' Consent
We consent to the incorporation by reference in this Registration Statement of
The Williams Companies, Inc. on Form S-8 of our report dated January 27, 1998
(March 3, 1998, as to Notes 2 and 16 to the MAPCO Inc. consolidated financial
statements) with respect to the consolidated financial statements of MAPCO Inc.,
which report includes explanatory paragraphs relating to certain litigation to
which MAPCO Inc. is a defendant and the change in its method of accounting for
business process reengineering activities to conform to the consensus reached by
the Emerging Issues Task Force in Issue No. 97-13, appearing in the Annual
Report on Form 10-K of The Williams Companies, Inc. for the year ended December
3, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Tulsa, Oklahoma
November 1, 1999
<PAGE> 1
EXHIBIT 24.1
THE WILLIAMS COMPANIES, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
individuals, in their capacity as a director or officer, or both, as hereinafter
set forth below their signature, of THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("Williams"), does hereby constitute and appoint WILLIAM G. VON
GLAHN, SHAWNA L. GEHRES, and DOUGLAS J. MAY their true and lawful attorneys and
each of them (with full power to act without the others) their true and lawful
attorneys for them and in their name and in their capacity as a director or
officer, or both, of Williams, as hereinafter set forth below their signature,
to sign a registration statement on Form S-8 for the registration under the
Securities Act of 1933, as amended, of Common Stock of Williams issuable to
participants in the Mid-South OCAW Savings and Retirement Plan and any and all
amendments and post-effective amendments to said registration statement and any
and all instruments necessary or incidental in connection therewith; and
THAT the undersigned Williams does hereby constitute and
appoint WILLIAM G. VON GLAHN, SHAWNA L. GEHRES, and DOUGLAS J. MAY its true and
lawful attorneys and each of them (with full power to act without the others)
its true and lawful attorney for it and in its name and on its behalf to sign
said registration statement and any and all amendments and post-effective
amendments thereto and any and all instruments necessary or incidental in
connection therewith.
Each of said attorneys shall have full power of substitution
and resubstitution, and said attorneys or any of them or any substitute
appointed by any of them hereunder shall have full power and authority to do and
perform in the name and on behalf of each of the undersigned, in any and all
capacities, every act whatsoever requisite or necessary to be done in the
premises, as fully to all intents and purposes as each of the undersigned might
or could do in person, the undersigned hereby ratifying and approving the acts
of said attorneys or any of them or of any such substitute pursuant hereto.
IN WITNESS WHEREOF, the undersigned have executed this
instrument, all as of the 19th day of November, 1998.
/s/ KEITH E. BAILEY /s/ JACK D. MCCARTHY
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Keith E. Bailey Jack D. McCarthy
Chairman of the Board, Senior Vice President
President and (Principal Financial Officer)
Chief Executive Officer
(Principal Executive Officer)
/s/ GARY R. BELITZ
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Gary R. Belitz
Controller
(Principal Accounting Officer)
<PAGE> 2
/s/ GLENN A. COX /s/ THOMAS H. CRUIKSHANK
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Glenn A. Cox Thomas H. Cruikshank
Director Director
/s/ WILLIAM E. GREEN
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William E. Green Patricia L. Higgins
Director Director
/s/ W.R. HOWELL /s/ ROBERT J. LAFORTUNE
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W.R. Howell Robert J. LaFortune
Director Director
/s/ JAMES C. LEWIS /s/ JACK A. MACALLISTER
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James C. Lewis Jack A. MacAllister
Director Director
/s/ FRANK T. MACINNIS /s/ PETER C. MEINIG
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Frank T. MacInnis Peter C. Meinig
Director Director
/s/ KAY A. ORR /s/ GORDON R. PARKER
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Kay A. Orr Gordon R. Parker
Director Director
/s/ JOSEPH H. WILLIAMS
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Joseph H. Williams
Director
THE WILLIAMS COMPANIES, INC.
By /s/ WILLIAM G. VON GLAHN
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William G. von Glahn
ATTEST: Senior Vice President
/s/ SHAWNA L. GEHRES
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Shawna L. Gehres
Secretary
