<PAGE>
File No. 70-8707
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 To
FORM U-1 APPLICATION-DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
________________________
CENTRAL AND SOUTH WEST CORPORATION
1616 Woodall Rodgers Freeway
Dallas, Texas 75202
(Name of company or companies filing this statement and addresses
of principal executive offices)
________________________
CENTRAL AND SOUTH WEST CORPORATION
(Name of top registered holding company parent)
_________________________
Stephen J. McDonnell
Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
P.O. Box 660164
Dallas, Texas 75266
Joris M. Hogan , Esq.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(Names and addresses of agents for service)
Central and South West Corporation ("CSW") , a Delaware
corporation, and a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act"),
hereby files this Amendment No. 1 to the Application-Declaration on
Form U-1, File No. 70-8707 (the "Application"), in order to amend
Items 1 and 6 as set forth below. In all other respects, the
Application as previously filed will remain the same.
Item 1. Description of Proposed Transaction.
The second paragraph under the heading "Background" is hereby
amended to add to the end thereof the following sentence:
"The price of shares of CSW common stock purchased directly
from CSW will be determined based upon the closing market
price of CSW common stock as of the close of business on
the day of such purchase, as reported in the listing of New York
Stock Exchange - Composite Transactions."
Item 6. Exhibits and Financial Statements.
Item 6 is hereby amended to reflect the filing herewith of
Exhibits 4 and 8, so that Item 6, as so amended, shall read in its
entirety as follows:
Item 6. Exhibits and Financial Statements.
Exhibit 1 - Second Restated Certificate of Incorporation
of CSW dated April 23, 1990 (incorporated by
reference to Exhibit 3.1 to CSW's June 30,
1995 Form 10-Q, File No.l 1-1443).
Exhibit 2 - Certificate of Amendment to Second Restated
Certificate of Incorporation of CSW dated
May 20, 1991 (incorporated by reference to
Exhibit 3.2 to CSW's June 30, 1995 Form 10-Q,
File No. 1-1443).
Exhibit 3 - By-Laws of CSW, as amended (incorporated by
reference to Exhibit 3(b) to CSW's 1990 Form
10-K, File No. 1-1443).
Exhibit 4 - Central and South West Corporation Thrift
Plus (as amended and restated effective
January 1, 1989) and all subsequent
amendments thereto through the date hereof.
Exhibit 5 - Registration Statement of Form S-8 covering
shares of CSW common stock, $3.50 par value,
to be issued to the trustee under the Thrift
Plan.
Exhibit 6 - Preliminary opinion of Milbank, Tweed,
Hadley & McCloy, counsel to CSW (previously
filed).
Exhibit 7 - Final or "past tense" opinion of Milbank,
Tweed, Hadley & McCloy, counsel to CSW (to
be filed by amendment).
Exhibit 8 - Financial Statements actual and pro forma as
of September 30, 1995.
Exhibit 9 - Proposed Notice of Proceeding (previously
filed).
S I G N A T U R E
- - - - - - - - -
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, the undersigned company has duly
caused this document to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: November 17, 1995
CENTRAL AND SOUTH WEST CORPORATION
By:/s/STEPHEN J. MCDONNELL
Stephen J. McDonnell
Treasurer
EXHIBIT INDEX
Exhibit Transmission
Number Exhibit Method
- ------- ------- ------------
Exhibit 1 - Second Restated Certificate of
Incorporation of CSW dated April 23,
1990 (incorporated by reference to
Exhibit 3.1 to CSW's June 30, 1995
Form 10-Q, File No. 1-1443). ---
Exhibit 2 - Certificate of Amendment to Second
Restated Certificate of Incorporation
of CSW dated May 20, 1991 (incorporated
by reference to Exhibit 3.2 to CSW's
June 30, 1995 Form 10-Q, File No. 1-
1443). ---
Exhibit 3 - By-Laws of CSW, as amended
(incorporated by reference to
Exhibit 3(b) to CSW's
1990 Form 10-K, File No. 1-1443). ---
Exhibit 4 - Central and South West Corporation
Thrift Plus (as amended and restated
effective January 1, 1989) and all
subsequent amendments thereto
through the date hereof. Electronic
Exhibit 5 - Registration Statement on Form S-8
covering share of CSW common stock,
$3.50 par value, to be issued to the
trustee under the Thrift Plan. Electronic
Exhibit 6 - Preliminary opinion of Milbank, Tweed
Hadley & McCloy, counsel to CSW
(previously filed). ---
Exhibit 7 - Final or "past tense" opinion
of Milbank, Tweed, Hadley & McCloy,
counsel to CSW (to be filed by
amendment). ---
Exhibit 8 - Financial Statements actual and
pro forma as of September 30, 1995. Electronic
Exhibit 9 - Proposed Notice of Proceeding
(previously filed). ---
<PAGE>
<PAGE>
EXHIBIT 4
CENTRAL AND SOUTH WEST CORPORATION THRIFT PLUS
(As Amended and Restated Effective January 1, 1991)
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I. - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(1) Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
(2) Account Balance. . . . . . . . . . . . . . . . . . . . . . . 1
(3) Administrator or Plan Administrator. . . . . . . . . . . . . . . 1
(4) Advisory Committee . . . . . . . . . . . . . . . . . . . . . . . 1
(5) After-Tax Additional Deposits. . . . . . . . . . . . . . . . 2
(6) After-Tax Basic Deposits . . . . . . . . . . . . . . . . . . 2
(7) Application for Participation. . . . . . . . . . . . . . . . . . 2
(8) Asset Allocation Option. . . . . . . . . . . . . . . . . . . . . 2
(9) Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
(10) Benefit Administrator. . . . . . . . . . . . . . . . . . . . . . 3
(11) Board of Directors . . . . . . . . . . . . . . . . . . . . . . . 3
(12) Capital Appreciation Option. . . . . . . . . . . . . . . . . . . 3
(13) Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(14) Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
(15) Company Contribution or Contribution . . . . . . . . . . . . . . 3
(16) Company Stock. . . . . . . . . . . . . . . . . . . . . . . . . . 4
(17) Company Stock Option: . . . . . . . . . . . . . . . . . . . . . 4
(18) Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . 4
(19) Compensation Reduction and Deferral Agreement. . . . . . . . . . 5
(20) Controlled Group . . . . . . . . . . . . . . . . . . . . . . . . 5
(21) Controlled Group Member. . . . . . . . . . . . . . . . . . . . . 5
(22) Deferral Percentage. . . . . . . . . . . . . . . . . . . . . . . 5
(23) Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(24) Disabled . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(25) Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(26) Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(27) ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(28) ESOP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
(29) ESOP Account Balance . . . . . . . . . . . . . . . . . . . . . . 7
(30) Fiduciary. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(31) Fixed Income Option. . . . . . . . . . . . . . . . . . . . . . . 7
(32) Growth and Income Option . . . . . . . . . . . . . . . . . . . . 7
(33) Hardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
(34) Highly Compensated Employee. . . . . . . . . . . . . . . . . . . 7
(35) Home Loan. . . . . . . . . . . . . . . . . . . . . . . . . . 8
(36) Hour of Service. . . . . . . . . . . . . . . . . . . . . . . . . 8
(37) Investment Options . . . . . . . . . . . . . . . . . . . . . . . 8
(38) Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(39) Loan Valuation Date. . . . . . . . . . . . . . . . . . . . . 9
(40) Named Fiduciaries. . . . . . . . . . . . . . . . . . . . . . . . 9
(41) Non-Highly Compensated Employee. . . . . . . . . . . . . . . . . 9
(42) Outstanding Loan Balance . . . . . . . . . . . . . . . . . . . . 9
(43) Participant. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
(44) Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(45) Plan Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
(46) Qualified Plan . . . . . . . . . . . . . . . . . . . . . . . . . 10
(47) Rollover Contribution. . . . . . . . . . . . . . . . . . . . . . 10
(48) Spouse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(49) Transfer Contribution. . . . . . . . . . . . . . . . . . . . . . 11
(50) Trust Agreement. . . . . . . . . . . . . . . . . . . . . . . . . 11
(51) Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(52) Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(53) Valuation Date . . . . . . . . . . . . . . . . . . . . . . . . . 12
(54) Vested Interest. . . . . . . . . . . . . . . . . . . . . . . . . 12
(55) Year of Service. . . . . . . . . . . . . . . . . . . . . . . . . 12
1.2 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE II. - PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . 13
2.1 Eligibility to Participate . . . . . . . . . . . . . . . . . . . 13
2.2 Entry Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Commencement of Participation. . . . . . . . . . . . . . . . . . 13
2.4 Compensation Reduction and Deferral Agreements . . . . . . . . . 14
2.5 Duration of Participation and Eligibility for
Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE III. - PARTICIPANT DEPOSITS. . . . . . . . . . . . . . . . . . . . 15
3.1 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.2 After-Tax Basic and After-Tax Additional
Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.3 401(k) Basic and 401(k) Additional Deposits. . . . . . . . . . . 15
3.4 Changes in Participant Deposits. . . . . . . . . . . . . . . 16
3.5 Suspension of Deposits . . . . . . . . . . . . . . . . . . . 18
3.6 Payments to Trustee. . . . . . . . . . . . . . . . . . . . . 19
3.7 Limitation on Deposits . . . . . . . . . . . . . . . . . . . 19
ARTICLE IV. - COMPANY CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . 19
4.1 Amount of Company Contributions. . . . . . . . . . . . . . . 19
4.2 Transfer of Company Contributions to Trustee . . . . . . . . 20
4.3 Reduction of Company Contributions . . . . . . . . . . . . . 20
4.4 Return of Contributions to Employers . . . . . . . . . . . . 20
4.5 Provision Pursuant to Code Section 415(c). . . . . . . . . . 21
4.6 Provision Pursuant to Code Section 415(e). . . . . . . . . . 22
4.7 Other Code Section 415 Provisions. . . . . . . . . . . . . . 26
ARTICLE V. - INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.1 Investment Options . . . . . . . . . . . . . . . . . . . . . 26
5.2 Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
5.3 Investment of Accounts . . . . . . . . . . . . . . . . . . . 28
5.4 Change of Investment Option. . . . . . . . . . . . . . . . . 28
5.5 Election Procedure . . . . . . . . . . . . . . . . . . . . . 29
5.6 Valuation of Investment Options. . . . . . . . . . . . . . . . . 29
5.7 Purchase or Sale of Company Stock. . . . . . . . . . . . . . . . 32
5.8 Registration of Company Stock. . . . . . . . . . . . . . . . 33
ARTICLE VI. - VESTING OF DEPOSITS AND CONTRIBUTIONS. . . . . . . . . . . . 34
6.1 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.2 Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . 34
6.3 Rollover and Transfer Contributions. . . . . . . . . . . . . . . 35
ARTICLE VII. - DISTRIBUTIONS AND WITHDRAWALS . . . . . . . . . . . . . . . 35
7.1 Distributions Only as Provided . . . . . . . . . . . . . . . . . 35
7.2 Distributions on Termination of Employment . . . . . . . . . 35
7.3 Distributions on Death . . . . . . . . . . . . . . . . . . . 39
7.4 Valuation Upon Distribution. . . . . . . . . . . . . . . . . 40
7.5 Waiver of Annuity. . . . . . . . . . . . . . . . . . . . . . 40
7.6 Timing of Distribution . . . . . . . . . . . . . . . . . . . 41
7.7 Withdrawal of Accounts . . . . . . . . . . . . . . . . . . . 44
ARTICLE VIII. - ADMINISTRATION OF THE PLAN AND TRUST AGREEMENT . . . . . . 48
8.1 Responsibility for Administration. . . . . . . . . . . . . . 48
8.2 Advisory Committee . . . . . . . . . . . . . . . . . . . . . 48
8.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . 48
8.4 Formalities of Advisory Committee Action . . . . . . . . . . 50
8.5 Employment of Assistance . . . . . . . . . . . . . . . . . . 50
8.6 Certification of Agency. . . . . . . . . . . . . . . . . . . 51
8.7 Audit. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.8 Statement of Accounts. . . . . . . . . . . . . . . . . . . . 51
8.9 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.10 Revocability of Advisory Committee Action. . . . . . . . . . 52
8.11 Uniform Administration of Plan . . . . . . . . . . . . . . . . . 52
8.12 The Trust Fund . . . . . . . . . . . . . . . . . . . . . . . 52
8.13 No Guarantee Against Loss. . . . . . . . . . . . . . . . . . 53
8.14 Payment of Benefits. . . . . . . . . . . . . . . . . . . . . . . 53
ARTICLE IX. - CLAIMS PROCEDURES. . . . . . . . . . . . . . . . . . . . . . 53
9.1 Method of Filing Claim . . . . . . . . . . . . . . . . . . . . . 53
9.2 Review Procedure . . . . . . . . . . . . . . . . . . . . . . . . 54
ARTICLE X. - FIDUCIARY RESPONSIBILITY. . . . . . . . . . . . . . . . . . . 55
10.1 Immunities. . . . . . . . . . . . . . . . . . . . . . . . . . . 55
10.2 Allocation and Delegation of Fiduciary
Responsibilities . . . . . . . . . . . . . . . . . . . . . . . 56
ARTICLE XI. - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . 58
11.1 Spendthrift Provisions. . . . . . . . . . . . . . . . . . . . . 58
11.2 Facility of Payment . . . . . . . . . . . . . . . . . . . . . . 58
11.3 No Enlargement of Employment Rights . . . . . . . . . . . . 59
11.4 Merger or Transfer of Assets. . . . . . . . . . . . . . . . . . 59
11.5 Severability Provision. . . . . . . . . . . . . . . . . . . 60
ARTICLE XII. - EMPLOYERS . . . . . . . . . . . . . . . . . . . . . . . . . 60
12.1 Adoption by Other Corporations. . . . . . . . . . . . . . . 60
12.2 Contribution of Employers . . . . . . . . . . . . . . . . . 60
12.3 Withdrawal of Employer. . . . . . . . . . . . . . . . . . . 61
ARTICLE XIII. - AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . . 61
13.1 Right to Amend or Terminate . . . . . . . . . . . . . . . . 61
13.2 Procedure for Termination or Amendment. . . . . . . . . . . 62
13.3 Distribution Upon Termination . . . . . . . . . . . . . . . 62
13.4 Adverse Modification. . . . . . . . . . . . . . . . . . . . . . 63
13.5 Subsidiary Cessation. . . . . . . . . . . . . . . . . . . . 63
13.6 Provision Pursuant to Section 411(d)(3) of the
Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
ARTICLE XIV. - TOP-HEAVY PLAN REQUIREMENTS . . . . . . . . . . . . . . . . 64
14.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 64
14.2 Top-Heavy Determination . . . . . . . . . . . . . . . . . . . . 65
14.3 Top-Heavy Requirements. . . . . . . . . . . . . . . . . . . 66
14.4 Super Top-Heavy Requirements. . . . . . . . . . . . . . . . 67
14.5 Benefit Accrual Requirements. . . . . . . . . . . . . . . . . . 67
ARTICLE XV. - LIMITATIONS ON 401(k)
DEPOSITS AND CONTRIBUTIONS . . . . . . . . . . . . . . . . 68
15.1 Average Deferral Percentage . . . . . . . . . . . . . . . . . . 68
15.2 Average Contribution Percentage . . . . . . . . . . . . . . . . 69
15.3 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 69
15.4 Special Rules . . . . . . . . . . . . . . . . . . . . . . . . . 70
ARTICLE XVI. - DISTRIBUTION OF EXCESS CONTRIBUTIONS AND
EXCESS AGGREGATE CONTRIBUTIONS . . . . . . . . . . 71
16.1 In General. . . . . . . . . . . . . . . . . . . . . . . . . . . 71
16.2 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 72
16.3 Determination of Income . . . . . . . . . . . . . . . . . . . . 72
ARTICLE XVII. - LOANS TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . 72
17.1 Eligibility for Borrowing . . . . . . . . . . . . . . . . . . . 72
17.2 Amount of Loans . . . . . . . . . . . . . . . . . . . . . . . . 72
17.3 Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . 73
17.4 Term of Loan. . . . . . . . . . . . . . . . . . . . . . . . . . 74
17.5 Disbursement and Security . . . . . . . . . . . . . . . . . . . 75
17.6 Repayment of Loans. . . . . . . . . . . . . . . . . . . . . . . 76
17.7 Defaults and Remedies . . . . . . . . . . . . . . . . . . . . . 77
17.8 Loan Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . 78
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
(As Amended and Restated Effective
as of January 1, 1991)
Central and South West Corporation, a Delaware
corporation, pursuant to the order of its Board of Directors,
hereby amends and restates the thrift plan known as Central and
South West Corporation Employees' Thrift Plan. This amendment
and restatement of the Plan, among other things, renames the Plan
as "Central and South West Corporation Thrift Plus" and permits
employees to make contributions on a before-tax, in addition to
after-tax, basis effective as of January 1, 1991.
ARTICLE I. - DEFINITIONS
1.1 Definitions: The following terms when used herein
with initial capital letters, unless the context clearly indi-
cates otherwise, shall have the following respective meanings:
(1) Account: The account provided for in Section 5.2.
(2) Account Balance: The value of a Participant's
Account as determined under the applicable provisions of Article
V as of the Valuation Date coinciding with or next succeeding the
event or circumstance requiring the valuation unless some other
date shall be specifically provided.
(3) Administrator or Plan Administrator: The
Administrator of the Plan, as defined in Section 3(16)(A) of
ERISA and Section 414(g) of the Code, shall be the Company, which
may delegate all or any part of its powers, duties and
authorities in such capacity (without ceasing to be the
Administrator of the Plan) as hereinafter provided.
(4) Advisory Committee: The Advisory Committee
provided for in Article VIII hereof.
(5) After-Tax Additional Deposits: A deposit to the
Plan, other than After-Tax Basic Deposits, made by a Participant
through a payroll deduction as provided for in Section 3.2 (and
shall include Additional Deposits made for periods ending prior
to January 1, 1991).
(6) After-Tax Basic Deposits: A deposit to the Plan,
other than After-Tax Additional Deposits, made by a Participant
through a payroll deduction, as provided in Section 3.2, with
respect to which Company Contributions are made (and shall
include Basic Deposits made for periods ending prior to January
1, 1991).
(7) Application for Participation: The form described
in Section 2.3.
(8) Asset Allocation Option: One of the Investment
Options, which shall be divided, in such proportions as the
Advisory Committee may from time to time determine, between (a)
investments in shares of an open-end investment company or
investment companies registered under the Investment Companies
Act of 1940 the assets of which are comprised primarily of equity
investments appropriate for a balanced portfolio, and (b)
investments of the type permitted under Section 4.03 of the Trust
Agreement.
(9) Beneficiary: A Participant's Spouse or, such
person or persons other than, or in addition to, his Spouse as
may be designated by a Participant as his death beneficiary under
the Plan. Such a designation may be made, revoked or changed
only by an instrument (in form acceptable to the Committee) which
is signed by the Participant, which includes his Spouse's written
consent (in the manner described below) to the action to be taken
pursuant to such instrument (unless such action results in the
Spouse being named as the Participant's sole Beneficiary), and
which is filed with the Benefit Administrator before the
Participant's death. A Spouse's consent required by this
Subsection shall be signed by the Spouse, shall acknowledge the
effect of such consent, shall be witnessed by a Plan
representative or by a notary public and shall be effective only
with respect to such Spouse. At any time when all the persons
designated by the Participant as his Beneficiary have ceased to
exist or a Participant has died without designating a
Beneficiary, the Participant's Beneficiary shall be his Spouse,
if he has one or, if not, his estate.
(10) Benefit Administrator: An Assistant Secretary to
the Committee who maintains an office at an Employer.
(11) Board of Directors: The Board of Directors of the
Company.
(12) Capital Appreciation Option: One of the
Investment Options, which shall be invested and reinvested in
shares of an open-end investment company or investment companies
registered under the Investment Companies Act of 1940 the
investment purpose of which is primarily capital appreciation.
(13) Code: The Internal Revenue Code of 1986, as it
has been and may be amended from time to time, and any successor
United States taxing or revenue law.
(14) Company: Central and South West Corporation.
(15) Company Contribution or Contribution: A
contribution to the Trust Fund made by the Employers.
(16) Company Stock: Common stock of Central and South
West Corporation.
(17) Company Stock Option: One of the Investment
Options, which shall be invested and reinvested in Company Stock.
Notwithstanding any other provision of the Plan, the Company
Stock Option may include cash (including, without limitation, the
cash proceeds of a sale of Company Stock), pending the investment
or distribution thereof and such cash shall be invested, as
directed by the Advisory Committee, in short-term investment
grade instruments.
(18) Compensation: All regular remuneration, prior to
any salary or wage reduction pursuant to the Plan, paid to an
Employee by a Controlled Group Member for services rendered to an
Employer, including commissions, but excluding, any bonuses, pay
for overtime, special pay, or any other form of compensation.
For Participants compensated on an (a) hourly, (b) weekly or (c)
monthly rate, such regular rate multiplied by (a) 2080, (b)
fifty-two or (c) twelve, respectively, shall constitute the
annual rate of Compensation for purposes of Article III herein.
The annual rate of Compensation for a Participant who is
regularly employed in any calendar year for less than 2080 hours
shall be determined for that calendar year on the basis of a
reasonable projection of the number of hours to be worked by him,
which may among other things take into account the number of
hours, weeks or months for which he was an Employee during the
immediately preceding calendar year, if he was also regularly
employed for less than 2080 hours in that year. Notwithstanding
any other provision of the Plan, for purposes of Section 415 of
the Code, the term "Compensation" shall mean an Employee's total
compensation for a Plan Year from the Employers as reported on
Form W-2 to be filed with the Internal Revenue Service. For Plan
Years beginning after December 31, 1989, an Employee's annual
rate of Compensation for all purposes of the Plan shall be
limited to $200,000, as adjusted in regulations prescribed by the
Secretary of the Treasury.
(19) Compensation Reduction and Deferral Agreement: An
agreement between a Participant and the Employer pursuant to
which the Participant agrees to a Deferral Percentage and the
Employer agrees to contribute an amount equal to such Deferral
Percentage to the Trust Fund on the Participant's behalf.
(20) Controlled Group: The Company and any and all
other corporations, trades, and/or businesses required by
Subsection (n) of Section 414 of the Code to be treated as part
of the Controlled Group or the employees of which together with
Employees of the Company are required by Subsections (b), (c), or
(m) of Section 414 of the Code to be treated as if they were
employed by a single employer.
(21) Controlled Group Member: Each corporation or
unincorporated trade or business that is or was a member of the
Controlled Group, but only during such period as it is or was a
member of the Controlled Group.
(22) Deferral Percentage: A specified percentage rate
by which a Participant agrees to reduce his annual rate of
Compensation (subject to limitation under applicable provisions
of the Plan).
(23) Deposits: After-Tax Basic Deposits pursuant to
Section 3.2, After-Tax Additional Deposits pursuant to Section
3.2, 401(k) Basic Deposits pursuant to Section 3.3 and/or 401(k)
Additional Deposits pursuant to Section 3.3.
(24) Disabled: An Employee shall be Disabled for
purposes of the Plan after he (a) has incurred a disability
within the meaning of the Central and South West System
Employees' Disability Income Plan (the "Disability Plan") and (b)
has received benefits under the Disability Plan for twenty-four
consecutive months or would have received twenty-four such
monthly payments if he had been a participant under the
Disability Plan.
(25) Employee: A person who is regularly employed (or
deemed to be employed) on a full-time basis on the active payroll
by any Controlled Group Member. In no event shall a person who
is (a) employed on a temporary basis or (b) treated as a leased
employee, within the meaning of Section 414 of the Code, be
considered an Employee.
(26) Employer: The Company and any other member of the
Controlled Group which adopts the Plan pursuant to Article XII
hereof. However, in the case of any entity which adopts the Plan
and which ceases to exist or withdraws or is eliminated from the
Plan, it shall not thereafter be an Employer.
(27) ERISA: The Employee Retirement Income Security
Act of 1974, as it has been and may be amended from time to time.
(28) ESOP: The Central and South West Corporation
Employees' Stock Ownership Plan previously terminated with the
approval of the Board of Directors.
(29) ESOP Account Balance: The portion of a
Participant's benefit under the ESOP that the Participant elected
to have transferred to the Plan.
(30) Fiduciary: Any person, including the Named
Fiduciaries, who is a "fiduciary" as defined by Section 3(21) of
ERISA.
(31) Fixed Income Option: One of the Investment
Options, which shall be invested and reinvested in such
investments as would advance the primary investment purpose of
preservation of capital and the accumulation of interest thereon,
including, without limitation, a contract or contracts with an
insurance company or a bank or other financial institution under
which the insurance company or the bank or other financial
institution, as the case may be, guarantees to the Trustee all or
any portion of the principal amount of amounts invested with it,
together with interest thereon, or a collective, common or pooled
trust fund operated or maintained by any bank or trust company
which has a stated policy of investments in such contracts.
(32) Growth and Income Option: One of the Investment
Options, which shall be invested and reinvested in shares of an
open-end investment company or investment companies registered
under the Investment Companies Act of 1940 the investment purpose
of which is primarily the achievement of a return comprised of
both capital appreciation and current income.
(33) Hardship: The conditions in respect of a
Participant described in Section 7.7(2).
(34) Highly Compensated Employee: An individual
described in Section 414(q) of the Code.
(35) Home Loan: A Loan used to acquire any dwelling
unit which within a reasonable period of time is to be used
(determined at the time the Loan is made) as the principal
residence of the Participant.
(36) Hour of Service: "Hour of Service" shall mean,
with respect to an Employee:
(a) Each hour for which the Employee is paid, or
entitled to payment for the performance of duties for a
Controlled Group Member;
(b) Each hour for which an Employee is paid, or
entitled to payment, by a Controlled Group Member on account
of a period of time during which no duties are performed
(irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or
leave of absence, up to a maximum of 501 hours for any
continuous period; and
(c) Each hour for which back pay, irrespective of
mitigation of damages, is either awarded or agreed to by a
Controlled Group Member.
(d) Hours of Service under clauses 1.1(36)(b) and (c)
hereof shall be determined and credited in accordance with
Subparagraphs (b) and (c) of Department of Labor Regulation
Section 2530.200b-2 or any successor regulation thereto.
(37) Investment Options: The options provided for the
investment of Deposits, Company Contributions, Rollover
Contributions and Transfer Contributions, set forth in Section
5.1.
(38) Loan: A loan to a Participant from the Plan
pursuant to Article XVII.
(39) Loan Valuation Date: The Valuation Date as of
which the amount of a Loan shall be established and as of which
the Loan amounts shall be withdrawn from a Participant's Account
and credited to the Outstanding Loan Balance.
(40) Named Fiduciaries: The Named Fiduciaries under
the Plan shall be the Company, the members of the Advisory
Committee in their capacity as such, the members of the Benefit
Claims Appeals Committee in their capacity as such, and those
persons named as fiduciaries in the Trust Agreement, each of
which shall have such powers, duties and authority as shall be
specified in the Plan or the Trust Agreement and may delegate all
or any part of such powers, duties and authority as hereinafter
provided. Any other person may be designated as a Named
Fiduciary by the Company (and any such designation may be
terminated) as provided in Section 10.2.
(41) Non-Highly Compensated Employee: An Employee of
the Employer who is neither a Highly Compensated Employee nor a
family member of a Highly Compensated Employee within the meaning
of Section 414(q)(6)(B) of the Code.
(42) Outstanding Loan Balance: The account maintained
in accordance with Subsection 17.5(4) to record the balance of
Loans to a Participant outstanding from time to time.
(43) Participant: An Employee or former Employee who
has become a participant in the Plan in accordance with the
provisions of Article II and with respect to whom an Account is
maintained, including, without limitation, an Employee or former
Employee who was a participant in the ESOP and who elected, in
accordance with procedures established under the ESOP, to
transfer all or any portion of his benefit under the ESOP to the
Plan and who has satisfied the eligibility requirements of
Sections 2.1, 2.2, 2.3 and, if 401(k) Basic Deposits and/or
401(k) Additional Deposits are to be made, the requirements of
Section 2.4. Under no circumstances shall the term "Participant"
include any alternate payee including, without limitation, an
alternate payee designated under a "qualified domestic relations
order" within the meaning of Section 414(p) of the Code.
(44) Plan: The Central and South West Corporation
Thrift Plus, (previously known as Central and South West
Corporation Employees' Thrift Plan) the terms and provisions of
which are herein set forth, as the same may be amended,
supplemented or restated from time to time.
(45) Plan Year: The calendar year. The Plan Year is
the fiscal year on which the primary records of the Plan and the
Trust Fund are to be maintained.
(46) Qualified Plan: An employee benefit plan that is
qualified under Section 401(a) of the Code.
(47) Rollover Contribution: The transfer to the Plan
by a Participant of all or part of the cash distributed for the
benefit of the Participant from another Qualified Plan in a
qualified total distribution within the meaning of Section
402(a)(5)(E)(i) of the Code or from an individual retirement
account or annuity, as defined in Section 7701(a)(37) of the
Code; provided, however, that such transfer to the Plan is made
within sixty days after such distribution is received by the
Participant and does not consist of any amount considered to have
been contributed by the Participant to the Qualified Plan as an
after-tax contribution or any amount distributed to the
Participant pursuant to a qualified domestic relations order (as
defined in Section 1.1(43)) and, provided further, however, that
any amount distributed from an individual retirement account or
annuity may not be transferred to the Plan unless the amount
distributed represents the entire balance in such account or
annuity and such entire balance is attributable to a rollover
contribution of a qualified total distribution (as defined above)
from a Qualified Plan.
(48) Spouse: The person to whom a Participant is
legally married at a specific time.
(49) Transfer Contribution: The direct transfer of
assets to the Plan on behalf of a Participant from another
Qualified Plan, provided the transfer will result in the deferral
of taxation to the Participant on the amount transferred to the
Plan.
(50) Trust Agreement: Any agreement between the
Company and a Trustee providing for the administration of the
assets of the Plan.
(51) Trust Fund: The assets held by the Trustee under
the provisions of the Plan and the Trust Agreement.
(52) Trustee: Any bank that is a custodian or trustee
and that is appointed by the Board of Directors to hold and
administer some or all of the assets of the Plan pursuant to
Article VIII.
(53) Valuation Date: The last day of each calendar
month.
(54) Vested Interest: The entire amount of a
Participant's Account Balance which has not previously been
withdrawn by him or distributed to or for him and (a) which is
derived from his Deposits, (b) which is (i) derived from Company
Contributions and (ii) is nonforfeitable pursuant to Section 6.2
or other applicable provisions of the Plan, and/or (c) which is
derived from his Rollover Contributions and Transfer
Contributions, including his ESOP Account Balance.
(55) Year of Service: Any twelve-month period,
beginning on the date a Participant is first credited with an
Hour of Service, and on each anniversary thereof, in which a
Participant is credited with at least 1000 Hours of Service.
1.2 Construction: (1) Unless the context otherwise
indicates, the masculine wherever used herein shall include the
feminine and neuter, the singular shall include the plural and
words such as "herein", "hereof", "hereby", "hereunder" and
words of similar import refer to the Plan as a whole and not to
any particular part thereof.
(2) Where headings have been supplied to portions of
the Plan they have been supplied for convenience only and are not
to be taken as limiting or extending the meaning of any of its
provisions.
(3) Wherever the word "person" appears in the Plan, it
shall refer to both natural and legal persons.
(4) Except to the extent federal law controls, the Plan
shall be governed, construed and administered according to the
laws of the State of Texas (without regard to conflicts of law).
All persons accepting or claiming benefits under the Plan shall
be bound by and deemed to consent to its provisions.
ARTICLE II. - PARTICIPATION
2.1 Eligibility to Participate: Any Employee of an
Employer shall be eligible to participate in the Plan when he has
satisfied the following requirements:
(1) he has attained age 21; and
(2) he has completed one Year of Service (determined,
in the case of a leased employee within the
meaning of Section 414 of the Code, as provided in
Subsection 6.2(3)).
2.2 Entry Date: Any eligible Employee shall enter the
Plan effective as of the first day of the month subsequent to the
receipt by the Benefit Administrator of the Application for
Participation and, if 401(k) Basic Deposits and/or 401(k)
Additional Deposits are to be made, a Compensation Reduction and
Deferral Agreement.
2.3 Commencement of Participation: In order for an
eligible Employee who was not a Participant on December 31, 1990
to become a Participant he must execute and file with the Benefit
Administrator an Application for Participation, in form
prescribed by the Committee, reflecting (a) his authorization to
his Employer to deduct from his Compensation any After-Tax Basic
Deposits and/or After-Tax Additional Deposits and to transfer the
same to the Trustee, (b) his acceptance and agreement to all the
provisions of the Plan, (c) his instructions as to the investment
of his Deposits, Company Contributions, Rollover Contributions
and Transfer Contributions in the Investment Options, (d) his
marital status (and he shall agree to keep the Benefit
Administrator informed of any change in such status), and (e) his
representation as to whether he participates or has participated
in any plan (other than the Plan) permitting employee tax-
deferred contributions and his statement of the total amount of
any such contributions made by him for the calendar year in which
he executes and files the Application for Participation with the
Benefit Administrator. Any Application for Participation
properly executed and filed with the Benefit Administration prior
to January 1, 1991 shall remain in effect unless and until such
Application is modified, terminated or otherwise becomes
ineffective pursuant to the terms of the Plan.
2.4 Compensation Reduction and Deferral Agreements: In
addition to any Application for Participation required pursuant
to Section 2.3, in order for a Participant (including, without
limitation, a Participant who was such on or before December 31,
1990) to make 401(k) Basic Deposits and/or 401(k) Additional
Deposits, he must execute and file with the Benefit Administrator
a Compensation Reduction and Deferral Agreement in form
prescribed by the Committee.
2.5 Duration of Participation and Eligibility for
Contributions: A Participant shall remain a Participant so long
as a portion of the Trust Fund is credited to his Account;
provided, however, that if a Participant ceases to be an eligible
Employee, no further Deposits, Contributions, Rollover
Contributions or Transfer Contributions may be made by or for him
until he again becomes an eligible Employee and has again entered
the Plan pursuant to Sections 2.2 and 2.3.
ARTICLE III. - PARTICIPANT DEPOSITS
3.1 Deposits: A Participant may elect to make
deposits to the Plan pursuant to either, or both, Section 3.2 or
3.3; provided, however, that the aggregate deposits to the Plan
shall not exceed 12% of the Participant's annual rate of
Compensation.
3.2 After-Tax Basic and After-Tax Additional Deposits:
(1) A Participant may elect to make, through payroll deductions,
deposits to the Plan from his Compensation in an amount equal to
any whole percentage up to 12% of his annual rate of
Compensation.
(2) The deposits pursuant to this Section that are
matched by Company Contributions pursuant to Section 4.1 are
referred to herein as "After-Tax Basic Deposits" and such
Deposits that are not so matched by Company Contributions are
referred to herein as "After-Tax Additional Deposits."
3.3 401(k) Basic and 401(k) Additional Deposits: (1)
Effective with respect to Plan Years beginning on or after
January 1, 1991, a Participant may elect to make deposits to the
Plan by causing the Employer to contribute on his behalf,
pursuant to a Compensation Reduction and Deferral Agreement
provided for in Section 2.4, any whole percentage amount, up to
12% of his annual rate of Compensation.
(2) The deposits pursuant to this Section that are
matched by Company Contributions pursuant to Section 4.1 are
referred to herein as "401(k) Basic Deposits" and such deposits
that are not so matched by Company Contributions are referred to
herein as "401(k) Additional Deposits." In no event shall the
sum of a Participant's 401(k) Basic Deposits and 401(k)
Additional Deposits in any Plan Year exceed $8,475, as adjusted
in regulations prescribed by the Secretary of the Treasury.
(3) If, for any calendar year, a Participant has made
tax-deferred contributions to another plan or plans (other than
the Plan) whether or not maintained by a Controlled Group Member
and such contributions
(a) equal or exceed the limitation set forth in
Subsection (2) of this Section, the Participant may not make
any 401(k) Basic Deposits or 401(k) Additional Deposits for
such year, or
(b) together with the Participant's aggregate 401(k)
Basic Deposits and 401(k) Additional Deposits, exceed the
limitation set forth in Subsection (2) of this Section, the
Benefit Administrator, at the Participant's direction, shall
cause first the excess 401(k) Additional Deposits, and then,
if any, the excess 401(k) Basic Deposits (and, in either
case, the earnings attributable thereto) to be returned to
the Participant no later than April 15 of the calendar year
next following the calendar year to which the excess
relates.
3.4 Changes in Participant Deposits: (1) Any payroll
deduction percentage designated or Deferral Percentage agreed to
by a Participant shall continue in effect, notwithstanding any
change in his Compensation, until a modification of the deduction
percentage or Deferral Percentage, as the case may be, is
requested by him. A Participant may modify any such deduction
percentage or Deferral Percentage as of the first day of any
month by giving prior written notice to the Benefit Administrator
designating the new deduction percentage or Deferral Percentage,
as the case may be, but not more than once in any calendar
quarter; provided, however, that any such modification made
during the months of January, February, or March of the calendar
year 1991 shall not be taken into account in applying this
restriction. If a Participant's Compensation changes, a
deduction percentage or Deferral Percentage will be applied to
his new Compensation.
(2) Notwithstanding the foregoing provisions of this
Section, in the event that the aggregate 401(k) Basic Deposits
and 401(k) Additional Deposits with respect to a Participant
equal $8,475 for the Plan Year ending on December 31, 1991, or
such other dollar limit as may be in effect with respect to any
other Plan Year in accordance with applicable Code provisions,
such Participant shall be deemed to have elected to commence to
make After-Tax Basic Deposits and/or After-Tax Additional
Deposits in lieu of 401(k) Basic Deposits and/or 401(k)
Additional Deposits at the percentage rate in effect with respect
to the Participant immediately prior to such deemed election.
When any change in the type of Deposits becomes effective under a
deemed election pursuant to the immediately preceding sentence
any affected elections previously in effect with respect to the
Participant shall also be deemed to have been adjusted
appropriately to conform to the deemed election contemplated
under the immediately preceding sentence. Any such deemed
election (whether in the type of Deposits or otherwise) shall
remain in effect with respect to the Participant until the
January 1 immediately following the effective date of the deemed
election. Effective on such January 1, the Participant's
election of type of Deposits in effect immediately prior to any
such deemed election with respect thereto, and any other affected
elections, shall be reinstated.
3.5 Suspension of Deposits: Upon prior written notice
to the Benefit Administrator, a Participant may terminate any
payroll deduction percentage or Compensation Reduction and
Deferral Agreement designated or entered into by him and thereby
suspend all of his After-Tax Basic Deposits and After-Tax
Additional Deposits or all of his 401(k) Basic Deposits and
401(k) Additional Deposits, as the case may be, effective as of
the first day of any month. All Deposits with respect to a
Participant shall be suspended automatically for the period of
any approved leave of absence without pay, including military and
other governmental service and during such period or a period for
which the Participant has suspended Deposits pursuant to this
Section, all Company Contributions shall be suspended
automatically. A Participant whose Deposits have been suspended
under this Section may resume making Deposits effective on the
first day of any month after filing with the Benefit
Administrator a new Application for Participation and, if 401(k)
Basic Deposits and/or 401(k) Additional Deposits are to be made,
by entering into a new Compensation Reduction and Deferral
Agreement pursuant to Section 2.4, provided he is then an
eligible Employee.
3.6 Payments to Trustee: The Deposits of each
Participant shall be transferred monthly by the Employers to the
Trustee, and the Trustee shall cause such Deposits to be held in
trust and credited to the Account of such Participant, subject to
the provisions of the Plan.
3.7 Limitation on Deposits: Notwithstanding any other
provision of the Plan, the Plan Administrator may take such
action as it deems appropriate to limit (1) the amount of 401(k)
Basic Deposits and/or 401(k) Additional Deposits to the extent
necessary to comply with the actual deferral percentage test
applicable thereto under Section 401(k)(3) of the Code or (2) the
amount of all or any of the After-Tax Basic Deposits and/or
After-Tax Additional Deposits or Company Contributions to the
extent necessary to comply with the actual deferral percentage
test applicable thereto under Section 401(m) of the Code. In the
event the Deposits made on behalf of Highly Compensated Employees
for any Plan Year exceed the amounts required to satisfy such
tests, the Plan Administrator shall cause such excess amounts
(and the earnings attributable thereto) to be returned to such
Highly Compensated Employees within 2 1/2 months (or such later
time as determined by the Plan Administrator which shall not
exceed twelve months) following the end of such Plan Year.
ARTICLE IV. - COMPANY CONTRIBUTIONS
4.1 Amount of Company Contributions: Subject to
limitation under Section 4.5 and Article XV, the Employers shall,
as and to the extent they lawfully may, contribute to the Trust
Fund on a monthly basis on behalf of each Participant, an amount
equal to (a) 50% of the Participant's Deposits pursuant to
Subsections 3.2(1) and/or 3.3(1) for such month if the
Participant has less than twenty Years of Service or (b) 75% of
the Participant's Deposits pursuant to Subsections 3.2(1) and/or
3.3(1) for such month if the Participant has twenty or more Years
of Service, whichever is applicable; provided, however, if the
Participant has been a Participant for less than twenty-four
months the applicable percentage shall be 50%; and, provided
further, however, that the aggregate Company Contributions made
on behalf of the Participant in any Plan Year shall not exceed 6%
of his annual rate of Compensation. The Employers may make such
other contributions to the Trust Fund as determined in their sole
discretion consistent with any applicable law.
4.2 Transfer of Company Contributions to Trustee:
Company Contributions shall be transferred to the Trustee not
later than thirty days after the end of each month for which such
Contributions are made.
4.3 Reduction of Company Contributions: The aggregate
amount of Company Contributions required to be contributed on
behalf of all Participants pursuant to Section 4.1 shall be
reduced by amounts which have been forfeited in accordance with
the provisions of Subsections 4.5(3) and 7.2(5).
4.4 Return of Contributions to Employers: (1) Except
as provided in Subsection 4.4(2) or Section 4.3, amounts in the
Trust Fund shall never be returned to any Employer and shall be
held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries.
(2) If any Contribution is made by an Employer to the
Trust Fund due to a mistake of fact, such Contribution shall be
returned to the Employer upon its request generally within one
year after the Contribution was made. If the Internal Revenue
Service shall determine that the Plan, as applied to a
corporation or business organization which has adopted the Plan
pursuant to Article XII, is not qualified under Section 401(a) of
the Code for the Plan Year in which such adoption is effective,
all Contributions made by or on behalf of such corporation or
business organization shall, upon request, be returned to such
corporation or business organization generally within one year
after the denial of qualification; provided, however, that this
provision shall apply only with respect to the initial
qualification of the Plan, as applied to such corporation or
business organization. If the Internal Revenue Service shall
determine that an Employer has contributed an amount for any Plan
Year which is in excess of the amount which is deductible by it
for such year under Section 404 of the Code, upon the request of
the Employer, the excess contribution shall be returned to the
Employer generally within one year after the deduction was
disallowed. Only Contributions shall be returned by the Trustee
to an Employer.
4.5 Provision Pursuant to Code Section 415(c): (1)
Notwithstanding any other provision of the Plan, the aggregate
annual additions (as defined in Subsection (2) of this Section)
to a Participant's Account (and to any account maintained for him
under any other defined contribution plan, whether or not
terminated, maintained, or previously maintained, by any
Controlled Group Member) for any Plan Year shall in no event
exceed the lesser of (a) $30,000 or such adjusted amount as shall
be prescribed by the Secretary of the Treasury pursuant to
Section 415(d) of the Code to reflect increases in the cost-of-
living, or (b) 25% of the Participant's Compensation for such
year.
(2) For the purpose of this Section, the term "annual
additions" means the sum for any Plan Year of:
(a) Company Contributions (including amounts described
in Subsection (3) of this Section and Subsection 7.2(4))
credited to the Participant's Account, and
(b) the amount of Deposits made by the Participant,
without regard to any Rollover Contributions or Transfer
Contributions.
(3) The excess, if any, of Contributions over the
maximum annual addition to a Participant's Account shall be
applied to reduce subsequent Contributions to the Trust Fund by
such Participant's Employer.
4.6 Provision Pursuant to Code Section 415(e):
(1) Except as otherwise provided in Section 415(e) of the Code,
in the case of a Participant who is also a participant in any
defined benefit plan maintained by any Controlled Group Member,
the sum of the defined contribution plan fraction and the defined
benefit plan fraction for any Plan Year shall in no event exceed
1.0. For purposes of the preceding sentence,
(a) the defined benefit plan fraction for any Plan
Year is a fraction (i) the numerator of which is the
projected annual benefit of the Participant under the plan
(determined as of the close of the Plan Year), and (ii) the
denominator of which is the lesser of (A) the product of
1.25, multiplied by the dollar limitation in effect under
Section 415(b)(1)(A) of the Code for such Plan Year or (B)
the product of 1.4, multiplied by the amount which may be
taken into account under Section 415(b)(1)(B) of the Code
with respect to such Participant under the plan for such
Plan Year; and
(b) the defined contribution plan fraction for any
Plan Year is a fraction (i) the numerator of which is the
sum of the annual additions to the Participant's Account as
of the close of the Plan Year and for all prior Plan Years,
and (ii) the denominator of which is the sum of the lesser
of the following amounts determined for such Plan Year and
for each prior Year of Service with the Controlled Group:
(A) the product of 1.25, multiplied by the dollar limitation
in effect under Section 415(c)(l)(A) of the Code for such
Plan Year and each such prior Year of Service, or (B) the
product of 1.4, multiplied by the amount which may be taken
into account under Section 415(c)(1)(B) of the Code with
respect to such Participant under the plan for such Plan
Year and each such prior Year of Service.
In the event the Plan is determined to be a top-heavy
plan pursuant to Section 14.2 with respect to any Plan Year
beginning after December 31, 1983, then, unless the requirements
of Section 416(h)(2) of the Code are met with respect to the
Plan, the number '1.0' shall be substituted for '1.25' wherever
it appears in this Section.
(2) Notwithstanding the foregoing provisions of this
Section, for purposes of applying part (b) of Subsection (1) of
this Section with respect to years beginning before January 1,
1976,
(a) the aggregate amount taken into account under
clause (i) of said part (b) shall not exceed the aggregate
amount taken into account under clause (ii) of said part
(b), and
(b) the amount taken into account under Section
415(c)(2)(B)(i) of the Code for any year concerned shall be
an amount equal to --
(i) the excess of the aggregate amount of
Deposits for all years beginning before
January 1, 1976, during which the Employee
was an active Participant in the Plan, over
10 percent of the Employee's aggregate
Compensation for all such years, multiplied
by
(ii) a fraction the numerator of which is 1 and
the denominator of which is the number of
years beginning with January 1, 1976, during
which the Employee was an active Participant
in the Plan.
Employee contributions made on or after October 2, 1973, shall be
taken into account under part (b) of this Subsection only to the
extent that the amount of such contributions does not exceed the
maximum amount of contributions permissible under the Plan as in
effect on October 2, 1973.
(3) At the election of the Plan Administrator, in
applying part (b) of Subsection (1) of this Section with respect
to any year ending after December 31, 1982, the amount taken into
account under clause (ii) of said part (b) with respect to each
Participant for all years ending before January 1, 1983, shall be
an amount equal to the product of --
(a) the amount determined under clause (ii) of said
part (b) (as in effect for the year ending in 1982),
multiplied by
(b) the transition fraction. The term "transition
fraction" shall mean a fraction --
(i) the numerator of which is the lesser of
(A) $51,875, or (B) 1.4, multiplied by 25
percent of the Compensation of the
Participant for the year ending in 1981, and
(ii) the denominator of which is the lesser of
(A) $41,500, or (B) 25 percent of the
Compensation of the Participant for the year
ending in 1981.
(4) If the sum of the defined benefit plan fraction
and the defined contribution plan fraction, as such fractions are
computed pursuant to the foregoing provisions of this Section
exceeds 1.0 for a Plan Year beginning before January 1, 1983, an
amount shall be subtracted from the numerator of the defined
contribution plan fraction (not exceeding such numerator) so that
after such subtraction the sum of the defined benefit plan
fraction and the defined contribution plan fraction shall not
exceed 1.0 for such year. The provisions of this Subsection shall
be subject to and shall be applied in accordance with regulations
prescribed by the Secretary of the Treasury or his delegate.
(5) In the event a reduction is necessary to avoid
exceeding the limitations set forth in this Section, such
reduction shall be made to the Participant's projected annual
benefit under the Central and South West System Pension Plan.
4.7 Other Code Section 415 Provisions: (1) For
purposes of applying the limitations set forth in Sections 4.5
and 4.6, all qualified defined benefit plans (whether or not
terminated) ever maintained by one or more Controlled Group
Members shall be treated as one defined benefit plan, and all
qualified defined contribution plans (whether or not terminated)
ever maintained by one or more Controlled Group Members shall be
treated as one defined contribution plan.
(2) For purposes of this Section and Sections 4.5 and
4.6, the term "Controlled Group Member" set forth in Subsection
1.1(21) shall be construed in light of Section 415(h) of the
Code.
ARTICLE V. - INVESTMENTS
5.1 Investment Options: (1) There shall be five
Investment Options under the Plan open to Deposits, Company
Contributions, Rollover Contributions and Transfer Contributions,
as follows:
(a) Company Stock Option;
(b) Fixed Income Option;
(c) Capital Appreciation Option;
(d) Growth and Income Option; and
(e) Asset Allocation Option.
The Trustee shall cause Deposits, Company Contributions, Rollover
Contributions and Transfer Contributions to be allocated to the
Investment Options as specified under Sections 5.4 and 5.5.
Subject to the other applicable provisions of the Plan and the
Trust Agreement, the Trustee shall hold, manage, administer,
value, invest, reinvest, account for and otherwise deal with each
Investment Option separately. The Trustee shall invest and
reinvest the principal and income of each such Option and shall
keep each such Option invested, without distinction between
principal and income, in such property, investments and
securities as the Committee may deem to be suitable and so
directs the Trustee and/or as otherwise required under the terms
of the Plan and the Trust Agreement, but without regard to any
percentage or other limitation contained in any law (other than
ERISA) or rules of court applying to investments by trust
companies, trustees or other fiduciaries. Up to 100% of the
Trust Fund may be invested in Company Stock pursuant to the
Participants' instructions.
(2) Dividends, interest and other distributions
received by the Trustee in respect of each Investment Option
shall be reinvested in the same Option in accordance with the
provisions of the Plan and the Trust Agreement.
(3) The Trustee may keep such portion of each
Investment Option in cash or cash equivalents to the extent
provided in the Trust Agreement.
5.2 Account: There shall be established for each
Participant under the Plan an Account that shall reflect his
(1) After-Tax Basic Deposits, (2) After-Tax Additional Deposits,
(3) 401(k) Basic Deposits, (4) 401(k) Additional Deposits,
(5) Company Contributions, (6) ESOP Account Balance, and (7) any
other Rollover Contributions or Transfer Contributions. Separate
records shall be maintained for each Account showing the portion
of such Account invested in each Investment Option and showing
the amount of Deposits, Company Contributions, Rollover
Contributions and Transfer Contributions credited to each
Account, payments and withdrawals therefrom and the amount of
income, expenses, gains and losses attributable thereto. The
interest of each Participant in the Trust Fund at any time shall
be his Account Balance.
5.3 Investment of Accounts: (1) Each Participant
shall, by written notice to the Benefit Administrator, direct
that his Deposits, Company Contributions, and any Rollover
Contributions or Transfer Contributions be invested in one
percent increments in such of the Investment Options provided in
Section 5.1 as the Participant shall select.
(2) The portion of a Participant's Account that
represents his ESOP Account Balance shall be invested in the
Company Stock Option, unless and until the Participant elects a
different Investment Option in accordance with Section 5.4.
5.4 Change of Investment Option: In accordance with
Section 5.3, by giving prior written notice to the Benefit
Administrator, a Participant may change his Investment Option
with respect to future Deposits, Company Contributions, Rollover
Contributions and Transfer Contributions effective with the first
day of the calendar month following receipt of the notice by the
Benefit Administrator. In addition, by giving prior written
notice to the Benefit Administrator, a Participant may transfer
all or a portion of his Account Balance attributable to his
Deposits, Company Contributions, Rollover Contributions and
Transfer Contributions (including his ESOP Account Balance) from
one Investment Option to another as of the next Valuation Date
after the Benefit Administrator has received such written notice
by directing the transfer of all or such portion of his Account
Balance (as of the Valuation Date on which such transfer is made)
from one Investment Option to another Investment Option in
accordance with Section 5.3. A Participant may make such a
change or transfer not more than once in any calendar quarter;
provided, however, that (a) any such change or transfer made
during the months of January, February, or March of the calendar
year 1991 or (b) any transfer from a Participant's Account
Balance of the proceeds of a sale of Company Stock to the Company
to any Investment Option other than the Company Sock Option
shall, in either case, not be taken into account in applying such
restriction.
5.5 Election Procedure: The election of an Investment
Option provided for in Section 5.3 and an investment change
provided for in Section 5.4 may only be made on a form approved
by the Committee, signed by the Participant and filed with the
Benefit Administrator.
5.6 Valuation of Investment Options: (1) As of each
Valuation Date, the Trustee shall determine the value of assets
held under each Investment Option in accordance with Subsection
(4) of this Section. The Trustee shall determine, from the
change in value of each Investment Option between the current
Valuation Date and the then last preceding Valuation Date, the
net gain or loss of such Investment Option during such period
resulting from expenses paid and realized and unrealized
earnings, profits and losses of such Investment Option during
such period. The transfer of funds to or from an Investment
Option pursuant to Section 5.4, Deposits, Company Contributions,
Rollover Contributions and Transfer Contributions (including
transfer contributions from the ESOP) allocated to an Investment
Option, and payments, distributions and withdrawals from an
Investment Option to provide benefits under the Plan for
Participants or Beneficiaries shall not be deemed to be earnings,
profits, expenses or losses of the Investment Option.
(2) After each Valuation Date, the net gain or loss of
each Investment Option determined pursuant to Subsection (l) of
this Section shall be allocated as of such Valuation Date to the
Accounts of Participants in proportion to the amounts of such
Accounts invested under such Investment Option on such Valuation
Date, exclusive of amounts to be credited but including amounts
(other than the net loss, if any) determined pursuant to
Subsection (l) of this Section to be debited to such Accounts as
of such Valuation Date. The aggregate amount so determined with
respect to each Participant is the Participant's Account Balance.
(3) Except as may otherwise be provided by the
Advisory Committee, Deposits and Company Contributions shall be
credited to each Participant's Account as of the Valuation Date
occurring in the month during which such Deposits are deducted
from the Participant's Compensation or such Company Contributions
are made, as the case may be. Such Deposits and Company
Contributions shall be allocated in accordance with the
Investment Option or Options chosen by such Participant as soon
as practicable after the Trustee has received such amounts and
appropriate instructions as to the allocation of such amounts
among the Investment Options.
(4) The Trustee shall determine, as follows, the value
of assets held under each Investment Option as of each Valuation
Date:
(a) All securities (other than Company Stock) and
other property held in such Option shall be valued at fair
market value, or if the market value is not readily
ascertainable, at such amount as shall be deemed by the
Trustee to represent the fair value thereof. The fair
market value of units of an open-end investment company
registered under the Investment Companies Act of 1940 shall
be the net asset value as reported by such investment
company, unless otherwise determined by the Trustee.
Company Stock shall be valued in accordance with Section
5.7. Brokerage commissions, transfer taxes, and other
charges and expenses in connection with the purchase, sale
or distribution of securities (including Company Stock)
shall be added to the cost or deducted from the proceeds of
such securities, as determined by the Trustee. The proceeds
credited to an Account upon the sale or redemption of any
securities or units shall be the actual net proceeds.
(b) To the value thus determined there shall be added
(i) interest accrued but not collected on any interest
bearing obligation and dividends declared but not collected
on a stock, which, if sold, would be sold ex-dividend and
(ii) the uninvested cash balance of such Option.
(c) From the aggregate value so obtained there shall
be deducted (i) any reserve for contingencies, (ii) any
taxes on the assets or the income of the Participants held
by the Trustee, or (iii) any unliquidated liabilities, at
the discretion of the Trustee.
(d) Notwithstanding the foregoing paragraphs of this
Subsection, the value of any guaranteed income contract held
pursuant to the Fixed Income Option shall be the value
reported to the Trustee by the issuing insurance company or
bank or other financial institution or by the bank or trust
company operating or maintaining the collective, common or
pooled trust fund invested in such contracts, unless
otherwise determined by the Trustee. The value of any other
investment held pursuant to the Fixed Income Option shall be
determined in accordance with applicable provisions of this
Section.
(5) The reasonable and equitable decision of the
Trustee as to the value of each Investment Option as of each
Valuation Date shall be conclusive and binding upon all persons
having any interest, direct or indirect, in such Investment
Option.
5.7 Purchase or Sale of Company Stock: Whenever the
Trustee is required to purchase or sell Company Stock for
purposes of distributions, withdrawals, the investment of
Deposits, Company Contributions, Rollover Contributions and
Transfer Contributions the change of Investment Options, or
otherwise, such purchases or sales shall be made either in the
open market, by private purchase from the Company, by matching
purchases and sales of such stock directed by two or more
Participants or Beneficiaries ("Matching") or otherwise, as the
Trustee shall determine in its sole discretion. Any Company
Stock purchased or sold by the Trustee in the open market or by
Matching shall be valued at the average price of all such
purchases and sales by the Trustee during the same calendar
month. The value of any Company Stock purchased directly from
the Company shall be the average of the closing prices of the
Company Stock reported in the listing of New York Stock
Exchange - Composite Transactions for the twenty consecutive
trading days ending with the last trading day of the month with
respect to which the Deposits and Company Contributions being
invested were made. The Trustee in its discretion may, in the
case of any Investment Option which requires the purchase by it
of securities (including Company Stock) in the open market, time
the execution of purchase orders for the purpose of limiting or
spreading daily volume of purchase, or otherwise as it shall deem
in the best interest of the Participants under such Option.
5.8 Registration of Company Stock: All shares of
Company Stock acquired by the Trustee pursuant to the Plan shall
be held in the possession of the Trustee until disposed of
pursuant to the provisions of the Plan. Such shares shall be
registered in the name of the Trustee or its nominee.
ARTICLE VI. - VESTING OF DEPOSITS AND CONTRIBUTIONS
6.1 Deposits: The portion of a Participant's Account
consisting of any Deposits made by him or on his behalf (plus any
net gain or less any net loss thereon) shall at all times be
nonforfeitable.
6.2 Contributions: (1) The portion of a Participant's
Account attributable to Company Contributions (plus any net gain
or less any net loss thereon) shall become nonforfeitable once
the Participant has made at least thirty-six monthly Deposits,
which need not be consecutive.
(2) Notwithstanding the provision of Subsection (l) of
this Section, if a Participant's employment with the Controlled
Group terminates (a) due to the Participant's death, (b) in a
Plan Year beginning before January 1, 1989, after he has been
credited with ten Years of Service, (c) in a Plan Year beginning
after December 31, 1988, after he has been credited with five
Years of Service, (d) after he has attained age fifty-five, or
(e) after he has become Disabled, his entire Account shall be
nonforfeitable.
(3) If a person who is treated as a leased employee
within the meaning of Section 414 of the Code for purposes of the
Plan becomes regularly employed (or deemed to be employed) on a
full-time basis on the active payroll by any Controlled Group
Member, then such person's Years of Service shall be determined,
for purposes of this Section and Section 2.1, as if such person
had been employed on the active payroll by any Controlled Group
Member during the entire period for which such person had
performed services for any Controlled Group Member but had not
been employed by a Controlled Group Member.
6.3 Rollover and Transfer Contributions: The portion
of a Participant's Account attributable to Rollover Contributions
or Transfer Contributions (including his ESOP Account Balance)
shall at all times be nonforfeitable.
ARTICLE VII. - DISTRIBUTIONS AND WITHDRAWALS
7.1 Distributions Only as Provided: Participants'
interests in the Trust Fund shall only be distributable (and
shall be distributed) as provided in this Article or as required
by a qualified domestic relations order (as defined in Section
1.1(43)). A Participant or Beneficiary eligible to receive a
distribution under the Plan shall obtain an application for that
purpose from the Benefit Administrator and file with the Benefit
Administrator his application in writing on such form, furnishing
such information as the Trustee or Committee may reasonably
require.
7.2 Distributions on Termination of Employment: (1)
Except as otherwise provided in this Subsection, in the event of
his termination of employment with the Controlled Group for any
reason other than his death, a married Participant shall receive
his Vested Interest through the purchase by the Trustee from an
insurance company of a joint and survivor annuity payable to him
for his life and, after his death, payable to his Spouse during
such Spouse's lifetime at the rate of 50% of the amount payable
to the Participant (which payments to the Participant and his
Spouse shall be the actuarial equivalent of 100% of the
Participant's Vested Interest), unless an election is made in
accordance with the terms of Section 7.5 to receive the
distribution in an alternate form as provided for in Subsection
7.2(3). Any amounts distributed to a Participant's Spouse
pursuant to this Subsection shall be reduced to the extent the
Participant's Account Balance is subject to a pledge under
Subsection 17.5(1). If a Participant's Vested Interest at the
time of his termination of employment with the Controlled Group
is less than $3,500 (or such higher amount permitted under
Section 411(a)(11) of the Code) his Vested Interest shall be paid
to him or his Beneficiary in a lump sum in accordance with
Subsection 7.2(3).
(2) A Participant who is not married at the time of
his termination of employment with the Controlled Group, which
termination is for any reason other than the Participant's death,
shall receive his Vested Interest in one of the forms set forth
in Subsection 7.2(3).
(3) A Participant may elect to receive his benefits
under the Plan, (a) through the purchase by the Trustee from an
insurance company of an annuity in one of the following forms:
(i) a life of annuity;
(ii) a life annuity with cash refund;
(iii) an annuity for a term certain of at least
five years and life thereafter;
(iv) an annuity for a term certain of at least ten
years and life thereafter;
(v) a joint and survivor annuity with cash
refund;
(vi) a joint and survivor annuity payable to the
Participant for life and thereafter to his
Spouse for the Spouse's life at the rate of
50% of the amount payable to the Participant;
or
(vii) an annuity for a fixed term;
(b) in a lump sum payment, or (c) if he is at least fifty-five
years of age when his employment with the Controlled Group
terminates, in equal installments at least annually over a fixed
period of not longer than the lesser of (i) fifteen years or
(ii) the life expectancy of the Participant. A Participant who
elects to receive benefits in the form of installments shall have
his Vested Interest invested in interest bearing instruments
purchased by the Trustee and such Participant's interest in the
Trust Fund shall thereafter be limited to such instruments and he
shall not thereafter share in allocations under the Plan pursuant
to Subsection 5.6(2). A Participant who elects a lump sum
payment may elect to receive, to the extent practicable, any full
shares of Company Stock credited to his Account. Unless a
Participant elects otherwise, lump sum payments shall be made in
cash. Any annuity elected by a Participant shall be subject to
the following conditions:
(a) in the case of a contract purchased for a
Participant and a joint annuitant, the joint
annuitant shall be the Participant's Spouse;
(b) any term certain or fixed term shall not extend
over a period longer than the lesser of (i) the
life expectancy of the Participant or, if
applicable, the life expectancy of the Participant
and his Spouse and (ii) twenty years reduced by
one year for each year the Participant is over the
age of sixty-five years; and
(c) payment of any cash refund under a life annuity
shall be made within five years of the death of
the Participant, and payment of any cash refund
under a joint and survivor annuity shall be made
within five years of the death of the last to die
of the Participant and his Spouse.
(4) The portion of a Participant's Account which is
not vested pursuant to Section 6.2 shall be conditionally
forfeited at the time of his termination of employment with the
Controlled Group (and shall be retained in the Investment Options
in the proportion last elected by the Participant in accordance
with Section 5.3) and, upon a permanent forfeiture pursuant to
Subsection (5) of this Section, shall be applied to reduce the
future Company Contributions as provided in Section 4.3.
(5) If a Participant's employment with the Controlled
Group is terminated under circumstances covered by this Section
and the Participant is subsequently rehired by a Controlled Group
Member prior to incurring five consecutive one-year breaks in
service (as such term is hereinafter defined) there shall be
recredited to his Account in cash and invested in the Investment
Options in the proportion last elected by the Participant in
accordance with Sections 5.3 and 5.4 the amount conditionally
forfeited by him pursuant to Subsection 7.2(4), unadjusted by any
gains or losses subsequent to such forfeiture and prior to such
recredit and, for purposes of the Plan, shall thereafter be
treated as if his employment with the Controlled Group had not
terminated. The amount to be so recredited to a Participant's
Account in a Plan Year shall be deducted from any forfeitures for
such Plan Year and, to the extent such forfeitures are not
sufficient, the Participant's Employer shall contribute the
difference to the Participant's Account. The nonvested portion
of the Account of any Participant whose employment with the
Controlled Group is terminated under circumstances covered by
this Section and who is not subsequently rehired by a Controlled
Group Member prior to incurring five consecutive one-year breaks
in service, shall be permanently forfeited. For purposes of this
Subsection, a Participant shall incur a one-year break in service
if he is not credited with more than 500 Hours of Service in a
Plan Year.
7.3 Distributions on Death: Upon the death of a
married Participant (1) while in the employ of a Controlled Group
Member or (2) after termination of employment with the Controlled
Group but prior to the date payments are to commence under the
Plan, his Vested Interest shall be paid to his Beneficiary. If
the Participant's Beneficiary is his surviving Spouse, his Vested
Interest shall be paid through the purchase by the Trustee from
an insurance company of an annuity payable to the Spouse for the
Spouse's life (which payments to the Spouse shall be the
actuarial equivalent of 100% of the Vested Interest of the
Participant as of the date of the Participant's death), unless
the surviving Spouse elects in a manner prescribed by the
Committee to receive the Participant's Vested Interest in an
alternate form of payment available under Subsection 7.2(3). Any
amounts distributed to the Participant's Beneficiary pursuant to
this Subsection shall be reduced to the extent the Participant's
Account Balance is subject to a pledge under Subsection 17.5(1).
7.4 Valuation Upon Distribution: A Participant's
Vested Interest for purposes of this Article shall be based upon
his Account Balance as of the Valuation Date coincident with or
next following the date of his termination of employment with the
Controlled Group or his death, as the case may be, except that if
the Participant (or in the case of the Participant's death, his
Beneficiary) fails to make a claim for benefits to the Benefit
Administrator on the appropriate application prior to such
Valuation Date, the Plan Administrator, in its sole discretion,
may value the Participant's Account Balance for purposes of this
Article as of any Valuation Date following such termination of
employment or death, as the case may be, but not later than the
earliest of (i) the last Valuation Date for the Plan Year during
which the Participant attains age sixty-five, (ii) the Valuation
Date coincident with or next following the Benefit
Administrator's receipt from the Participant (or his Beneficiary)
of such claim for benefits, or (iii) the Valuation Date
coincident with or next preceding the fifth anniversary of the
Participant's date of death.
7.5 Waiver of Annuity: (1) A married Participant may
elect to have his Vested Interest distributed pursuant to
Subsection 7.2(1) in one of the forms set forth in Subsection
7.2(3) by filing an election form provided by the Committee with
the Benefit Administrator any time within ninety days of the date
on which he would receive his first payment of benefits under the
Plan. The Participant's election shall not be effective without
the written consent of his Spouse, witnessed by a Plan
representative or a notary public and acknowledging the effect of
such election, unless it is established to the satisfaction of
the Committee that the consent required by this Subsection cannot
be obtained because (i) there is no Spouse, (ii) the Spouse
cannot be located, or (iii) of such other circumstances as
regulations under Section 417 of the Code set forth.
(2) A married Participant may waive the preretirement
survivor annuity payable to his surviving Spouse under Subsection
7.3(2) by designating a Beneficiary other than his Spouse,
provided that such designation satisfies the requirements of
Subsection 1.1(9) and provided, further, that such designation
shall not be effective before the first day of the Plan Year in
which the Participant attains age thirty-five.
(3) The Committee shall provide to each married
Participant and his Spouse, within the period prescribed by
applicable law and regulations, an explanation of the terms and
conditions of the joint and survivor annuity and the
preretirement survivor annuity described in Subsections 7.2(1)
and 7.2(3), respectively; the Participant's right to make, and
the effect of, the waiver of the joint and survivor annuity and
the waiver of the preretirement survivor annuity; the rights of
the Participant's Spouse; and the effect of a revocation of an
election to waive the joint and survivor annuity and the
preretirement survivor annuity.
7.6 Timing of Distribution:
(1) Except as otherwise provided in this Subsection,
any distribution to a Participant or Beneficiary effected
pursuant to this Article shall be made as soon as practicable
after a Participant's termination of employment with the
Controlled Group; provided, however, that no distribution,
including the first payment under an annuity, shall be made later
than sixty days after the close of the Plan Year in which he
terminates his employment with the Controlled Group. A
distribution in excess of $3,500 may not commence before the
April 1st following the Plan Year in which the Participant
attains age sixty-five without the advance written consent of
such Participant (except with respect to benefits payable by
reason of the death of a Participant or former Participant). If
the Participant does not consent to distribution prior to the
April 1st following the Plan Year in which the Participant has
attained age sixty-five, his Account shall be retained and
administered under the Plan until the Valuation Date immediately
preceding the date of distribution. Such Participant shall
continue to have the rights with respect to the election of
Investment Options provided in Article V and may withdraw his
Account Balance in whole or in part at any time prior to the date
of distribution. The Plan Administrator may establish and change
from time to time the rules and restrictions applicable to the
administration of any Account held in respect of a Participant
who has not consented to such distribution, and may assess
against the Account of any such Participant any reasonable costs
of the administration of the same.
(2) Notwithstanding any other provision of the Plan,
the entire Vested Interest of each Participant
(a) will be distributed to him not later than April 1
of the calendar year following the calendar year in which he
attains age 70-1/2 or, in the case of a Participant other
than a Participant who is a 5-percent owner (as such term is
defined in Section 416(i)(1)(B)(i) of the Code) with respect
to the calendar year in which he attains age 70-1/2 or in
which his employment with the Controlled Group terminates,
whichever is the later, or
(b) will be distributed, commencing not later than the
time specified in clause (a) of this Subsection, (i) in
accordance with regulations prescribed by the Secretary of
the Treasury, over the life of such Participant or over the
lives of such Participant and his Beneficiary, or (ii) in
accordance with such regulations, over a period not
extending beyond the life expectancy of such Participant or
the life expectancy of such Participant and his Beneficiary.
(3) If distribution of a Participant's Vested Interest
has begun in accordance with clause 7.6(2)(b) and such
Participant dies before his entire Vested Interest has been
distributed to him, the remaining portion thereof shall be
distributed to his Beneficiary at least as rapidly as under the
method of distribution being used under such clause (b) as of the
date of the Participant's death.
(4) If a Participant dies before the distribution of
his Vested Interest has begun in accordance with clause
7.6(2)(b), the Participant's entire Vested Interest shall be
distributed to his Beneficiary within five years after such
Participant's death; provided, however, that such five-year rule
shall not apply to any portion of the Participant's Vested
Interest which is payable to any individual designated by the
Participant as his Beneficiary if --
(a) such portion will be distributed (in
accordance with regulations prescribed by the Secretary of
the Treasury) over the life of such Beneficiary (or over a
period not extending beyond the life expectancy of such
Beneficiary), and
(b) such distributions to such Beneficiary begin
not later than one year after the date of the Participant's
death or such later date as the Secretary of the Treasury
may by regulations prescribe or, if such Beneficiary is the
Participant's surviving Spouse, not later than the date on
which the Participant would have attained age 70-1/2.
(5) Notwithstanding any other provision of the Plan,
all distributions from the Plan shall be made in accordance with
Section 401(a)(9) of the Code and the regulations promulgated
thereunder, including Proposed Treasury Regulation Section
1.401(a)(9)-2, and the provisions reflecting the same shall
override any other Plan provision inconsistent therewith.
7.7 Withdrawal of Accounts: (1) Upon prior written
notice filed with the Benefit Administrator, in a form approved
by the Advisory Committee, a Participant may make withdrawals
from his Account subject to the terms and conditions contained in
this Section. Withdrawals shall be made from among the
categories, and within each category, in the order set forth
below. No amount shall be withdrawn from a category (or from
within a category), unless all amounts available for withdrawal
from prior categories (or from higher priorities within that
category) have been withdrawn. The withdrawal priorities are as
follows:
i. A Participant who has not attained age 59-1/2 may
withdraw, in cash, all or any part of his Account
attributable to, first, After-Tax Additional Deposits and,
second, After-Tax Basic Deposits; provided, however, that if
a Participant makes such a withdrawal prior to having made
Deposits for twelve months, his right to make further
Deposits shall automatically be suspended for a period of
six calendar months following the month in which such
withdrawal is made and may be reinstated only be executing
and filing an Application for Participation pursuant to
Section 2.3 and, if applicable, a Compensation Reduction and
Deferral Agreement pursuant to Section 2.4.
ii. A Participant may withdraw, in cash and without
penalty, all or any part of his Account attributable to,
first, his ESOP Account Balance relating to the
Participant's deposits to the ESOP, second, his ESOP Account
Balance relating to employer contributions to the ESOP on
behalf of the Participant and, third, any Rollover
Contribution or Transfer Contribution (other than transfers
from the ESOP) and, in each case, earnings thereon.
iii. A Participant who has attained age 59-1/2 as of
the Valuation Date as of which such withdrawal is to be made
may withdraw, in Company Stock or cash and, in either case,
without penalty, all or any part of his Account attributable
to, first, earnings on After-Tax Additional Deposits at the
same time as such Deposits are depleted pursuant to clause
(i) above, second, earnings on After-Tax Basic Deposits at
the same time as such Deposits are depleted pursuant to
clause (i) above, third, Company Contributions and earnings
thereon, fourth, 401(k) Additional Deposits and earnings
thereon and, fifth, 401(k) Basic Deposits and earnings
thereon.
iv. A Participant who has not attained age 59-1/2 as
of the Valuation Date as of which a withdrawal is to be made
may withdraw, in cash, all or any part of his Account
attributable to, first, 401(k) Additional Deposits and,
second, 401(k) Basic Deposits; provided, however, that such
withdrawal is made on account of Hardship and, provided
further, however, that for a period of twelve months
following the month in which such withdrawal is made (a) the
Participant's right to have further Deposits made on his
behalf shall automatically be suspended and may be
reinstated only be executing and filing an Application for
Participation pursuant to Section 2.3 and a Compensation
Reduction and Deferral Agreement pursuant to Section 2.4 and
(b) the Participant shall not be permitted to reduce his
Compensation pursuant to any salary reduction agreement
(whether or not pursuant to a plan qualified under Section
401(a) of the Code) with the Employer in an amount that
exceeds the elective deferral limitation under Section
402(g) of the Code (or other applicable Code provision)
applicable during such period reduced by any elective
deferrals made during the calendar year in which the
withdrawal on account of Hardship was distributed.
(2) For purposes of this Section, Hardship shall be
deemed to exist if the Plan Administrator is satisfied that the
requested withdrawal is necessary in light of immediate and heavy
financial needs of the Participant occasioned by (a) the payment
of tuition for the next semester or quarter of post-secondary
education for the Participant or his Spouse or dependents (within
the meaning of Section 152 of the Code), (b) the purchase
(excluding mortgage payments) of a principal residence for the
Participant, (c) the payment of medical expenses described in
Section 213(d) of the Code incurred by the Participant or his
Spouse or dependents (within the meaning of Section 152 of the
Code), or (d) the need to prevent the eviction of the Participant
from his principal residence or foreclosure on the mortgage of
the Participant's principal residence. The amount of any
withdrawal made on account of Hardship shall not exceed the
amount required to satisfy the immediate financial need created
by the Hardship. Prior to any withdrawal on account of Hardship,
the Participant shall have obtained all distributions (other than
distributions pursuant to this Section) and all nontaxable loans
currently available to him under all benefit plans maintained by
the Employer (including the Plan).
(3) A Participant may make only one withdrawal
pursuant to this Section during any calendar quarter.
ARTICLE VIII. - ADMINISTRATION OF THE PLAN AND TRUST AGREEMENT
8.1 Responsibility for Administration: As
Administrator, the Company shall be primarily responsible for the
administration of the Plan, including but not limited to the
preparation and delivery to Participants, Beneficiaries and
governmental agencies of all information, descriptions and
reports required by applicable law. The Company may, from time
to time, (a) enter into further agreements with the Trustee or
other parties or make amendments to the Trust Agreement or any
other such agreement as the Company deems appropriate,
(b) designate successor Trustees, and (c) execute such
instruments and take such actions as it may deem appropriate to
administer the Plan. The Board of Directors shall determine the
manner in which the Company shall take any such action. Each
other Fiduciary shall have such powers, duties and authorities as
shall be specified in the Plan or the Trust Agreement or as shall
be delegated to it pursuant to Section 10.2.
8.2 Advisory Committee: The Board of Directors shall
designate an Advisory Committee to administer the Plan which
shall be comprised of the Chief Executive Officer of each of the
Company, Central Power and Light Company, Public Service Company
of Oklahoma, Southwestern Electric Power Company, West Texas
Utilities Company, and Transok, Inc. and such other persons as
the Chief Executive Officer of the Company may, from time to
time, appoint. The members of the Committee shall serve without
compensation for services as such.
8.3 Authority of Advisory Committee: The Advisory
Committee shall have such functions and duties and only such
functions and duties as are specifically conferred upon it by the
Plan or the Trust Agreement or as may be delegated to it pursuant
to Section 10.2. Members of the Advisory Committee shall not be
disqualified from acting because of any interest, benefit or
advantage, inasmuch as Advisory Committee members may be
Participants, Employees or directors of an Employer, but no
Advisory Committee member shall vote or act in connection with
the Advisory Committee's action relating solely to himself.
Except as may be required by law, no bond or other security need
be required of any Advisory Committee member in such capacity in
any jurisdiction. The Advisory Committee shall have the power to
interpret provisions of the Plan, and may remedy possible
ambiguities, inequities or inconsistencies in the Plan, and
correct deficiencies and supply omissions therefrom.
Additionally, the Advisory Committee shall have the authority to
formulate rules or regulations under the Plan and to direct the
Trustee to exercise any power conferred on the Trustee under the
Trust Agreement or to delegate any such power to any agent,
custodian or special trustee designated by the Advisory Committee
under the terms of instruments approved by the Advisory
Committee. The Advisory Committee shall determine the rights and
status of Participants and other persons under the Plan, decide
disputes arising under the Plan and make any determinations and
findings with respect to benefits payable thereunder and the
persons entitled thereto as may be required for purposes of the
Plan. Subject to Article IX, in case of any dispute or
difference in interpretation or administration under the Plan,
the determination of the Advisory Committee shall be conclusive
and binding as to all interested persons for all purposes under
the Plan.
8.4 Formalities of Advisory Committee Action: The
Advisory Committee may adopt, and amend from time to time, such
rules for its government and the conduct of its business as it
deems advisable. Except as otherwise provided by such rules
adopted by the Advisory Committee, the majority of its members
shall constitute a quorum and any action of the Advisory
Committee shall be taken by a majority of its disinterested
members, at a meeting or by written agreement, or by one or more
members duly authorized by the Advisory Committee.
8.5 Employment of Assistance: The Advisory Committee
may employ such clerical, legal, accounting, investment, or other
assistance as it deems necessary or advisable for the proper
administration of the Plan and Trust Fund. The Advisory
Committee may from time to time delegate to one or more of its
members, to a subcommittee or to an agent or agents, such of its
functions and duties as it deems advisable. The Advisory
Committee may appoint a secretary and one or more assistant
secretaries to execute any document or documents on behalf of the
Advisory Committee and to otherwise act on behalf of the Advisory
Committee in respect of the Plan. The Advisory Committee shall
notify the Trustee in writing of any and all appointments of any
such secretary or assistant secretaries, and the Trustee may
thereafter accept and rely upon any instruction or information
contained in any document executed by such secretary or assistant
secretary as evidencing or representing action of the Advisory
Committee until the Advisory Committee shall file with the
Trustee a revocation of such appointment or appointments.
8.6 Certification of Agency: The Trustee need not
recognize the agency of any party for a Participant unless it
shall receive documentary evidence thereof satisfactory to it and
thereafter from time to time, as the Trustee may determine,
receive additional documentary evidence showing the continuance
of such agency. Until such time as the Trustee shall receive
documentary evidence satisfactory to it of the cessation or
modification of any agency, the Trustee shall be entitled to rely
upon the continuation of such agency and to deal with the agent
as if he or it were the Participant.
8.7 Audit: The independent accountants who audit the
books and accounts of the Employers shall annually examine the
records of the Employers in respect of the Plan and, on the basis
of such examination, make such report to the Trustee as said
accountants deem necessary. The records of the Trustee and
(subject to such report by said independent accountants) the
records of the Employers and the Advisory Committee shall be
conclusive in respect of all matters involved in the
administration of the Plan.
8.8 Statement of Accounts: At least annually the
Company shall cause each Participant to receive a statement of
his Account, at such time and in such form as the Advisory
Committee shall determine. Such statement shall be deemed to
have been accepted as correct unless written notice to the
contrary is received by the Benefit Administrator within thirty
days after making such statement available to the Participant.
8.9 Expenses: Except as otherwise provided in the
Plan, the Employers shall pay all costs and expenses incurred in
administering the Plan, including, without limitation, the
expenses of the Advisory Committee, the fees and expenses of the
Trustee, the fees of the Trustee's counsel and other
administrative expenses.
8.10 Revocability of Advisory Committee Action: Any
action taken by the Advisory Committee with respect to the rights
or benefits under the Plan of any Participant or Beneficiary
shall be revocable by such Advisory Committee as to payments,
distributions or deliveries not theretofore made pursuant to such
action. Appropriate adjustments may be made in future payments or
distributions to a Participant or Beneficiary to offset any
excess payment or underpayment theretofore made to such
Participant or Beneficiary.
8.11 Uniform Administration of Plan: All action taken
by the Advisory Committee under the Plan shall treat all persons
similarly situated in a uniform and consistent manner.
8.12 The Trust Fund: The Trust Fund shall be held by
the Trustee for the exclusive benefit of the Participants and
their Beneficiaries, and shall be invested by the Trustee upon
such terms and in such property as is provided in the Plan and
the Trust Agreement. The Trustee will, from time to time, make
payments, distributions and deliveries from the Trust Fund as
provided in the Plan and the Trust Agreement. The Trustee, in
its relation to the Plan, shall be entitled to all of the rights,
privileges, immunities and benefits conferred upon it and shall
be subject to all of the duties imposed upon it under the Trust
Agreement. The Trust Agreement is hereby incorporated in the
Plan by reference, and each Employer, by adopting the Plan,
authorizes the Company to execute the Trust Agreement (including
any amendment or supplement thereof) on its behalf with respect
to the Plan.
8.13 No Guarantee Against Loss: No Employer in any
manner guarantees the Trust Fund or any part thereof against loss
or depreciation. All persons having any interest in the Trust
Fund shall look solely to such Fund for payment with respect to
such interest.
8.14 Payment of Benefits: All payments of benefits
provided for by the Plan (less any deductions provided for by the
Plan) shall be made solely out of the Trust Fund in accordance
with instructions given to the Trustee by the Advisory Committee
pursuant to the terms of the Plan and the Trust Agreement, and no
Employer shall be otherwise liable for any benefits payable under
the Plan. The Trustee shall not be required to make any
distribution under the Plan under circumstances which, in its
judgment, would subject it to penalty or liability or constitute
a breach of any legal duty.
ARTICLE IX. - CLAIMS PROCEDURES
9.1 Method of Filing Claim: Any Participant or
Beneficiary who believes he is entitled to receive a distribution
under the Plan which he did not receive or that amounts credited
to his Account are inaccurate, may file a written claim signed by
the Participant or his representative with the Benefit
Administrator specifying the basis for his claim. Unless such
claim is allowed in full by the Benefit Administrator, he shall,
within ninety days after such claim was filed, (or up to 180 days
if special circumstances require an extension, in which case the
claimant shall receive within the initial ninety-day period a
written explanation of the reasons for the extension) cause
written notice to be mailed to the claimant of the total or
partial denial of such claim. Such notice shall be written in a
manner calculated to be understood by the claimant and shall
include (1) the specific reasons for the denial of the claim,
(2) specific reference to the provisions of the Plan and/or Trust
Agreement upon which the denial of the claim was based, (3) a
description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary, and (4) an explanation
of the review procedure specified in Section 9.2.
9.2 Review Procedure: Within sixty days after the
receipt by the claimant of such a notice of denial, the claimant
may appeal such denial by filing with the secretary of the
Benefit Claims Appeals Advisory Committee ("Appeals Advisory
Committee") a written request for a review of his claim. If such
an appeal is so filed within such sixty-day period, the Appeals
Advisory Committee, or a duly appointed representative of the
Appeals Advisory Committee, shall conduct a full and fair review
of such claim and mail or deliver to the claimant its written
decision on the matter based on the facts, the pertinent
provisions of the Plan and Trust Agreement and any Plan
interpretations, rules or regulations of the Advisory Committee,
within sixty days after the receipt of the request for review
(unless special circumstances as determined by the Advisory
Committee or the Appeals Advisory Committee require an extension
of up to sixty additional days, in which case written notice of
such extension shall be given to the claimant prior to the
commencement of such extension). Such decision shall be written
in a manner calculated to be understood by the claimant, shall
state the specific reasons for the decision and the specific
provisions of the Plan and/or Trust Agreement on which the
decision was based and shall, to the extent permitted by law, be
final and binding on all interested persons. During such full
review, the claimant or his representative shall be given an
opportunity to review documents that are pertinent to his claim
and to submit issues and comments in writing and, if he requests
a hearing on his claim and the Appeals Advisory Committee
concludes such a hearing is advisable and schedules such a
hearing, to present his case in person or by an authorized
representative at such hearing.
ARTICLE X. - FIDUCIARY RESPONSIBILITY
10.1 Immunities: Except as otherwise provided by
applicable law, (1) no Fiduciary shall be liable for any action
taken or not taken with respect to the Plan or the Trust
Agreement, except for his own gross negligence or willful
misconduct; (2) no Fiduciary shall be personally liable upon any
contract, agreement or other instrument made or executed by him
or in his behalf in the administration of the Plan or the Trust
Agreement; (3) no Fiduciary shall be liable for the neglect,
omission or wrongdoing of another Fiduciary nor shall any
Fiduciary be required to make inquiry into the propriety of any
action by another Fiduciary; (4) each Employer and each officer
or director thereof, Employees, the Advisory Committee and each
member thereof, the Appeals Advisory Committee and each member
thereof, and any other person to whom the Company or the Advisory
Committee delegates (or the Plan or the Trust Agreement assigns)
any duty with respect to the Plan or the Trust Agreement, may
rely and shall be fully protected in acting in good faith upon
the advice of counsel, who may be counsel for a Controlled Group
Member, upon the records of a Controlled Group Member, upon the
opinion, certificate, valuation, report, recommendation, or
determination of the Trustee or of the auditor or actuary of the
Company, or upon any certificate, statement or other
representation made by or any information furnished by an
Employee, a Participant, a Beneficiary or the Trustee concerning
any fact required to be determined under any of the provisions of
the Plan; (5) if any responsibility of a Fiduciary is allocated
to any other person then such Fiduciary is not responsible for
any act or omission of such person in carrying out such
responsibility; and (6) no Fiduciary shall have the duty to
discharge any duty, function or responsibility which is assigned
by the terms of the Plan or Trust Agreement or delegated pursuant
to the provisions of Section 10.2 to another person.
10.2 Allocation and Delegation of Fiduciary
Responsibilities: (1) The Fiduciaries shall have only such
powers, duties, responsibilities and authorities as are specified
in the Plan or the Trust Agreement or as shall be delegated to
them pursuant to this Section. The Company shall have the
responsibility (along with the other Employers) for making
contributions under the Plan to the Trust Fund. The Board of
Directors shall have the authority to amend or terminate the Plan
or the Trust Agreement in whole or in part, to appoint and remove
any certified public accountant that is employed for purposes of
the Plan and to appoint and remove the Trustee. The Advisory
Committee shall have the responsibility and authority to
interpret and administer the Plan, subject to the provisions
hereof. The Trustee shall have the responsibility and authority
for the administration of the Trust Agreement.
(2) The Company may designate any person (in addition
to those specifically designated in the Plan or the Trust
Agreement) as a Fiduciary or Named Fiduciary and may delegate to
any such person any one or more powers, functions, duties and/or
responsibilities with respect to the Plan or the Trust Agreement,
provided that no such power, function, duty or responsibility
which is assigned to a Fiduciary (other than the delegator)
pursuant to some other Section of the Plan or the Trust Agreement
shall be so delegated without the written consent of such
Fiduciary.
(3) Any delegation pursuant to Subsection (2) of this
Section, (a) shall be signed by the delegator, be delivered to
and accepted in writing by the delegatee and be delivered to the
Advisory Committee, (b) shall contain such provisions and
conditions relating to such delegation as the delegator deems
appropriate, (c) shall specifically designate the powers,
functions, duties and responsibilities therein delegated, (d) may
be amended from time to time by written agreement signed by the
delegator and the delegatee and delivered to the Advisory
Committee and (e) may be revoked (in whole or in part) at any
time by written notice from the delegator delivered to the
delegatee and the Advisory Committee or from the delegatee
delivered to the delegator and the Advisory Committee.
ARTICLE XI. - MISCELLANEOUS
11.1 Spendthrift Provisions: To the extent permitted
by law and except as otherwise provided in the Plan, or under a
qualified domestic relations order (as defined in Section
1.1(43)), no right or interest of any kind of a Participant or
Beneficiary hereunder shall be transferable or assignable by the
Participant or Beneficiary, nor shall any such right or interest
be subject to alienation, anticipation, encumbrance, garnishment,
attachment, execution or levy of any kind, voluntary or
involuntary. In addition, if the terms of the qualified domestic
relations order permit, the amounts payable to the alternate
payee under such order shall be paid at such time or times
specified in the order before the earliest retirement date
specified in Section 414(p)(4)(B) of the Code.
11.2 Facility of Payment: In the event the Advisory
Committee finds that any Participant or Beneficiary to whom a
benefit is payable under the Plan is (at the time such benefit is
payable) unable to care for his affairs because of physical,
mental or legal incompetence, the Advisory Committee, in its sole
discretion, may cause any payment due to him hereunder, for which
prior claim has not been made by a duly qualified guardian or
other legal representative, to be paid to the person or
institution deemed by the Advisory Committee to be maintaining or
responsible for the maintenance of such Participant or
Beneficiary, and any such payment shall be deemed a payment for
the benefit of such Participant or Beneficiary and shall
constitute a complete discharge of any liability therefor under
the Plan.
11.3 No Enlargement of Employment Rights: A
Participant by accepting benefits under the Plan does not thereby
agree to continue for any period in the employ of his Employer,
and the Employers, by adopting the Plan, making contributions to
the Plan or taking any action with respect to the Plan, do not
obligate themselves to continue the employment of any Participant
for any period. Participation in the Plan by an Employee shall
in no way affect any of the Employer's rights to assign such
Employee to a different job or position, to change his title,
authority, duties or Compensation or to terminate his employment.
11.4 Merger or Transfer of Assets: Notwithstanding any
other provision of the Plan, in the case of any merger or
consolidation with, or the transfer of assets or liabilities of
the Plan to any other plan, in no event shall any Participant (if
the other plan then terminates) receive a benefit immediately
after the merger, consolidation or transfer which is less than
the benefit he would have been entitled to receive immediately
before the merger, consolidation, or transfer (if the Plan had
then terminated). This Section is intended to comply with
Sections 401(a)(12) and 414(l) of the Code and shall be construed
in accordance with valid rules and regulations issued pursuant
thereto.
11.5 Severability Provision: If any provision of the
Plan or the application thereof to any circumstance or person is
invalid, the remainder of the Plan and the application of such
provision to other circumstances or persons shall not be affected
thereby.
ARTICLE XII. - EMPLOYERS
12.1 Adoption by Other Corporations: Any corporation
or business organization may, with the consent of the Board of
Directors, adopt the Plan and become an Employer hereunder by
executing an instrument evidencing such adoption on the order of
its board of directors and filing a copy thereof with the Company
and the Trustee. Such adoption may be subject to such terms and
conditions as the Board of Directors requires or approves. The
amount to be contributed to the Plan by any Controlled Group
Member shall be conditioned upon the initial qualification of the
Plan as to it under Section 401(a) of the Code.
12.2 Contribution of Employers: Each Employer shall
separately pay its share of the Employers' contribution to the
Trust Fund for any Plan Year. However, the contribution of the
Employers under the Plan may be paid by the Company on behalf of
itself and other Employers, in which event each Employer, other
than the Company, shall pay to the Company its share of the
expenses of the Plan, including contributions to the Trust Fund,
determined on such basis as may be agreeable to the Company and
such Employer and as will permit to the extent possible the
deduction (for purposes of federal taxes on income) by each such
Employer of its payments toward such expenses and contributions.
12.3 Withdrawal of Employer: Any Employer (other than
the Company) which adopts the Plan may elect, with the consent of
the Board of Directors, to withdraw from the Plan or exclude any
identifiable unit or group of its employees from the Plan, and a
complete withdrawal by an Employer shall constitute a termination
of the Plan as to it. Any such withdrawal shall be expressed in
an instrument executed by the withdrawing Employer on the order
of its board of directors and filed with the Company and the
Trustee. Any withdrawal by an Employer shall be deemed as to the
Participants employed by such Employer, to be an adverse
modification and Section 13.4 shall apply. In the event of such
a withdrawal of an Employer or in the event the Plan is
terminated as to an Employer (but not all Employers) or a group
of Employees pursuant to Section 13.1, such Employer (herein
called "former Employer") shall cease to be an Employer and the
interests of Participants who are or were Employees of such
former Employer shall be distributed at that time as if each such
Participant had retired pursuant to Section 7.3 at the time of
such withdrawal or termination; provided, however, that no such
distribution shall be made to the extent that the qualified
status of the Plan under Section 401(a) of the Code or the tax-
exempt status of the Trust under Section 501(a) of the Code would
be adversely affected as a result thereof.
ARTICLE XIII. - AMENDMENT OR TERMINATION
13.1 Right to Amend or Terminate: Subject to the
limitations of Section 4.4, the Board of Directors has reserved,
and does hereby reserve, the exclusive right at any time or
times, without the consent of any other Employer or of the
Participants, Beneficiaries or any other person (except as
provided below), (1) to terminate the Plan, in whole or in part
or as to any or all of the Employers or as to any designated
group of Employees, Participants and their Beneficiaries, or (2)
to amend the Plan, in whole or in part. No such termination or
amendment shall decrease the amount to be contributed by the
Employers on account of any Plan Year preceding the Plan Year in
which such termination or amendment is approved by the Board of
Directors. Any such amendment of the Plan shall be automatically
effective with respect to an Employer and its Employees, and no
modification, amendment or termination of the Plan may diminish
the Account of any Participant as of the effective date of such
amendment or termination. A modification which affects the
rights or duties of the Trustee may be made only with the
Trustee's consent.
13.2 Procedure for Termination or Amendment: Any
termination or amendment of the Plan pursuant to Section 13.1
shall be expressed in an instrument executed by the Company on
the order of the Board of Directors and filed with the Trustee,
and shall become effective as of the date designated in such
instrument or, if no date is so designated, on its execution.
13.3 Distribution Upon Termination: If the Plan shall
be terminated by the Company as to all the Employers, subject to
the penultimate sentence of Section 13.1, Deposits and
Contributions shall cease, and the Vested Interest of each
Participant shall be distributed as if each Participant had then
retired pursuant to Section 7.3 at the time of the termination.
13.4 Adverse Modification: In the event that any
modification of the Plan shall adversely affect the rights of any
Participant as to the use of or withdrawal from his Account
(other than a modification required to maintain the qualified
status of the Plan under Section 401(a) of the Code or the tax-
exempt status of the Trust under Section 501(a) of the Code),
such Participant, for a period of ninety days after the effective
date of such modification, shall have the option, to be exercised
by written notice to the Benefit Administrator in form prescribed
by the Advisory Committee (a copy of which form of notice shall
accompany the notice of modification), to have liquidated and
distributed to him his entire Vested Interest as of the effective
date of such modification, in which event he shall be ineligible
for participation in the Plan, as so modified, for a period of
twelve full months from such effective date; provided, however,
that no such liquidation and distribution shall be made to the
extent that the qualified status of the Plan under Section 401(a)
of the Code or the tax-exempt status of the Trust under Section
501(a) of the Code would be adversely affected as a result
thereof. The modification or termination of any Investment
Option shall be deemed not adversely to affect the rights of any
Participant, provided that he shall be given notice thereof and
an opportunity to change his instructions in accordance with
Section 5.5.
13.5 Subsidiary Cessation: If an Employer which is a
subsidiary of the Company ceases to be a subsidiary of a
Controlled Group Member, it shall cease to be an Employer as of
the date it ceases to be such a subsidiary and Section 13.3 will
apply.
13.6 Provision Pursuant to Section 411(d)(3) of the
Code: Notwithstanding any other provision of the Plan, upon the
termination or partial termination of the Plan or upon complete
discontinuance of contributions under the Plan, the rights of all
Participants to the amounts credited to the Participants'
Accounts shall be nonforfeitable. Partial termination of the
Plan shall represent an adverse modification as to all
Participants adversely affected thereby, and such Participants
shall have the rights set forth in Section 13.4.
ARTICLE XIV. - TOP-HEAVY PLAN REQUIREMENTS
14.1 Definitions:
For purposes of this Article XV, the following
definitions shall apply:
(1) "Key Employee" means any Employee of an Employer
who during the Plan Year containing the Determination Date or
during the four preceding Plan Years is:
(a) an officer of an Employer having an annual
compensation greater than 150 percent (150%) of the amount
in effect under Section 415(c)(l)(A) of the Code for any
such Plan Year;
(b) one of the ten Employees of an Employer having
annual compensation of more than the limitation in effect
under Section 415(c)(l)(A) of the Code and owning (or
considered as owning within the meaning of Section 318 of
the Code) the largest interest in the Employer;
(c) a five percent (5%) owner of an Employer; or
(d) a one percent (1%) owner of an Employer who has
an annual compensation above $150,000.
The definition of Key Employee shall be interpreted in
accordance with Section 416(i) of the Code and the rules and
regulations promulgated thereunder.
(2) "Determination Date" means the last day of the
preceding Plan Year.
14.2 Top-Heavy Determination: This Plan shall be
top-heavy for any Plan Year if, as of the Determination Date, the
aggregate of the Accounts of Key Employees under the Plan exceeds
sixty percent (60%) of the aggregate of the Accounts of all
Employees under the Plan. For purposes of this determination,
the following rules shall apply:
(1) "Employees" shall mean employees and former
employees of the Employers and Beneficiaries and former
Beneficiaries, who have a benefit greater than zero on the
Determination Date.
(2) The amount of the Account of any Employee shall be
increased by the aggregate distributions made with respect to
such Employee within the five year period ending on the
Determination Date.
(3) The Account of any Employee who is not a Key
Employee as of the Determination Date but who was a Key Employee
during any prior Plan Year shall be disregarded.
(4) The Account of any Employee who has not received
any compensation from an Employer during the 5-year period ending
on the Determination Date shall not be taken into account.
(5) If an Employer maintains other plans which are
qualified under Section 401(a) of the Code, the top-heavy
determination described above shall be made by aggregating (a)
any such plan in which a Key Employee is a participant and (b)
any other plan which enables a plan in which a Key Employee is a
participant to meet the requirements of Sections 401(a)(4) or 410
of the Code. The Employer may also aggregate any such other
plans not required to be aggregated, provided the resulting group
of plans, taken as a whole, continue to meet the requirements of
Sections 401(a)(4) and 410 of the Code. The Employer may also
aggregate any such other plans not required to be aggregated,
provided the resulting group of plans, taken as a whole, continue
to meet the requirements of Sections 401(a)(4) and 410 of the
Code.
(6) The top-heavy determination under this Section
shall be made in accordance with Section 416 of the Code and the
rules and regulations promulgated thereunder.
14.3 Top-Heavy Requirements: (1) If the Plan is
top-heavy under Section 14.2, notwithstanding any other provision
of the Plan to the contrary, the following shall apply with
respect to each Plan Year in which the Plan is top-heavy:
(a) Minimum Contributions. Each Non-Key Employee who
is eligible to share in any Company Contribution for such
Plan Year (or who would have been eligible to share in any
such Contribution if a Deposit had been made by him during
such Plan Year) shall be entitled to receive an allocation
of such Contribution, which is at least equal to three
percent (3%) of his compensation for such Plan Year,
provided, however, that the percentage minimum contribution
requirement with respect to a Plan Year shall not exceed the
percentage at which Contributions are made (or required to
be made) under the Plan for such Plan Year for the Key
Employee for whom such percentage is the highest for such
Year.
(b) Plan Compensation: Annual Compensation taken into
account under the Plan shall not exceed Two Hundred Thousand
Dollars ($200,000).
(c) Minimum Vesting Requirement: Each Employee who
has completed at least three Years of Service and who has
been credited with an Hour of Service after the Plan becomes
a Top-Heavy Plan shall have a nonforfeitable right to 100
percent (100%) of the Contributions allocated to his
Account.
(2) The top-heavy requirements under Subsection (1) of
this Section shall be effected in accordance with Section 416 of
the Code and the rules and regulations promulgated thereunder.
14.4 Super Top-Heavy Requirements: If the Plan is
super top-heavy as defined in Section 416(h)(2)(B) of the Code,
notwithstanding any other provision of the Plan to the contrary,
the Contribution for each Participant who is not a Key Employee
shall not be less than four percent (4%) of his Compensation.
This minimum benefit requirement shall be interpreted in
accordance with Section 416(h) of the Code and the rules and
regulations promulgated thereunder.
14.5 Benefit Accrual Requirements: Solely for the
purpose of determining if the Plan, or any other plan included in
a required aggregation group of which this Plan is a part, is
top-heavy (within the meaning of Section 416(g) of the Code), the
accrued benefit of an Employee other than a key employee (within
the meaning of Section 416(i)(1) of the Code) shall be determined
under the method, if any, that uniformly applies for accrual
purposes under all plans maintained by the Employers, or (2) if
there is no such method, as if such benefit accrued not more
rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.
ARTICLE XV. - LIMITATIONS ON 401(k)
DEPOSITS AND CONTRIBUTIONS
15.1 Average Deferral Percentage: Notwithstanding any
other provision of the Plan, 401(k) Basic Deposits and 401(k)
Additional Deposits shall be limited in a nondiscriminatory
manner so that the Average Deferral Percentage for Eligible
Participants who are Highly Compensated Employees for the Plan
Year shall not exceed the greater of:
(1) the Average Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(2) the Average Deferral Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2, provided that the Average Deferral
Percentage for Eligible Participants who are Highly Compensated
Employees does not exceed the Average Deferral Percentage for
Eligible Participants who are Non-Highly Compensated Employees by
more than two percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly
Compensated Employee.
15.2 Average Contribution Percentage: Notwithstanding
any other provision of the Plan, Contributions shall be limited
in a nondiscriminatory manner so that the Average Contribution
Percentage for Eligible Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the greater of:
(1) the Average Contribution Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 1.25; or
(2) the Average Contribution Percentage for Eligible
Participants who are Non-Highly Compensated Employees for the
Plan Year multiplied by 2, provided that the Average Contribution
Percentage for Eligible Participants who are Highly Compensated
Employees does not exceed the Average Contribution Percentage for
Eligible Participants who are Non-Highly Compensated Employees by
more than two percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple
use of this alternative limitation with respect to any Highly
Compensated Employee.
15.3 Definitions: For purposes of this Article, the
following definitions shall apply:
(1) Average Contribution Percentage shall mean the
average (expressed as a percentage) of the Contribution
Percentages of the Eligible Participants in a group.
(2) Average Deferral Percentage shall mean the average
(expressed as a percentage) of the Deferral Percentages of the
Eligible Participants in a group.
(3) Contribution Percentage shall mean the ratio
(expressed as a percentage) of the sum of the After-Tax Basic
Deposits, After-Tax Additional Deposits and Company
Contributions, determined as separate ratios, under the Plan on
behalf of the Eligible Participant for the Plan Year to the
Eligible Participant's Compensation for the Plan Year.
(4) Deferral Percentage shall mean the ratio (expressed
as a percentage) of the sum of the 401(k) Basic Deposits and
401(k) Additional Deposits under the Plan on behalf of the
Eligible Participant for the Plan Year to the Eligible
Participant's Compensation for the Plan Year.
(5) Eligible Participant shall mean any Employee of the
Employer who is otherwise authorized under the terms of the Plan
to have Deposits or Contributions allocated to his Account for
the Plan Year.
15.4 Special Rules: (1) For purposes of this Article,
the Deferral Percentage and the Contribution Percentage for any
Eligible Participant who is a Highly Compensated Employee for the
Plan Year and who is eligible to make Deposits or have Deposits
made on his behalf, or to receive contributions allocated to his
account under two or more plans described in Section 401(a) of
the Code that are maintained by the Employer or a Controlled
Group Member, shall be determined as if all such contributions
were made under a single plan.
(2) In the event that this Plan satisfies the
requirements of Section 410(b) of the Code only if aggregated
with one or more other plans, or if one or more other plans
satisfy the requirements of Section 410(b) of the Code only if
aggregated with the Plan, then Section 15.1 shall be applied by
determining the Deferral Percentages and the Contribution
Percentages of Eligible Participants as if all such plans were a
single plan.
(3) For purposes of determining the Deferral Percentage
and the Contribution Percentage of an Eligible Participant who is
a Highly Compensated Employee, the Deposits, Contributions and
Compensation of such Participant shall include the Deposits,
Contributions and Compensation of the Participant's family
members within the meaning of Section 414(q)(6)(B) of the Code,
and such family members shall be disregarded in determining the
Deferral Percentage and the Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees.
(4) The determination and treatment of the Deferral
Percentage and the Contribution Percentage of any Participant
shall satisfy other requirements as may be prescribed by the
Secretary of the Treasury.
ARTICLE XVI. - DISTRIBUTION OF EXCESS CONTRIBUTIONS AND
EXCESS AGGREGATE CONTRIBUTIONS
16.1 In General: Excess Contributions and Aggregate
Contributions, and income allocable to such contributions, shall
be distributed (1) if practicable, no later than March 15 of each
Plan Year, beginning after December 31, 1987, following the Plan
Year in which such contributions were made, and (2) in no event
later than the last day of each Plan Year, beginning after
December 31, 1987, following the Plan Year in which such
contributions were made, to Participants with respect to whom
such contributions were made.
16.2 Definitions: For purposes of this Article, the
following definitions shall apply:
(1) Excess Contributions shall mean the amount
described in Section 401(k)(8)(B) of the Code.
(2) Excess Aggregate Contributions shall mean the
amount described in Section 401(m)(6)(B) of the Code and the
regulations thereunder.
16.3 Determination of Income: The income allocable to
Excess Contributions shall be determined pursuant to Proposed
Section 1.401(k)-1(f)(4) of the Treasury Regulations, or any
successor provisions thereof. The income allocable to Excess
Aggregate Contributions shall be determined pursuant to Proposed
Section 1.401(m)-1(e)(3) of the Treasury Regulations, or any
successor provisions thereof.
ARTICLE XVII. - LOANS TO PARTICIPANTS
17.1 Eligibility for Borrowing: A Participant (who is
an Employee) may borrow from the Plan to the extent permitted and
subject to the conditions set forth in this Article. A loan from
the Plan shall be made to a former Participant whose employment
with the Controlled Group has terminated only to the extent
required to comply with the applicable provisions of ERISA and
the Code. No loan to a Participant pursuant to this Article, or
right or interest therein, shall be transferable or assignable by
the Participant, nor shall any such loan be assumed by any
person.
17.2 Amount of Loans: (1) The maximum amount
available for a Loan to a Participant when added to the
outstanding balance of all other Loans to such Participant as of
the Loan Valuation Date shall be the lesser of
(a) $50,000 reduced by the excess (if any) of
(i) the highest outstanding balance of Loans to
the Participant during the one-year period
ending on the day before the Loan Valuation
Date, over
(ii) the outstanding balance of Loans to the
Participant as of the Loan Valuation Date, or
(b) 1/2 of the value of the Participant's Vested
Interest on the Loan Valuation Date;
provided, however, that in no event shall the amount of any Loan
exceed the Participant's Account Balance as of the Valuation Date
coinciding with or immediately preceding the date of disbursement
of the Loan.
(2) Except as otherwise determined by the Plan
Administrator and subject to Subsection (1) of this Section, no
more than one Home Loan and one other Loan not constituting a
Home Loan may be outstanding with respect to a Participant at any
time and no Loan shall be made to a Participant who is in default
under a Loan.
(3) Except as otherwise determined by the Plan
Administrator, the minimum amount of any Loan shall be $500 and
Loans shall be made in $100 increments.
(4) No withdrawal under Section 7.7 may be made by a
Participant as of his Loan Valuation Date.
17.3 Interest Rate: The interest rate payable on any
Loan shall be established by the Plan Administrator in accordance
with the requirements of law and this Section and shall be
communicated to Participants. Not less frequently than annually,
the Plan Administrator shall review any rate so established and
shall determine whether a new rate shall be substituted in lieu
of the then effective rate. A rate established pursuant to this
Section shall remain in effect until a new rate is established
and communicated to Participants. The interest rate established
under this Section that is in effect on the Loan Valuation Date
of any Loan shall be applicable to such Loan and shall remain in
effect during the term of the Loan.
17.4 Term of Loan: (1) Except as otherwise determined
by the Plan Administrator, a Home Loan shall be repaid prior to
the expiration of the fifteen-year period beginning on the first
day of the third calendar month following the Loan Valuation
Date. Any Loan under the Plan, other than a Home Loan, shall be
repaid on or before the end of the five-year period beginning on
the first day of the third calendar month following the Loan
Valuation Date.
(2) Except as otherwise determined by the Plan
Administrator, the minimum term of any Loan shall be one year.
(3) Except to the extent required to comply with
applicable provisions of ERISA or the Code, the outstanding
balance of principal and accrued interest under any Loan shall
become immediately due and payable as of the last day of the
calendar month during which the Participant's employment with the
Controlled Group is terminated for any reason, including death.
(4) Notwithstanding the preceding provisions of this
Section, the full amount of the outstanding principal balance of
any Loan that has been outstanding for not less than such period
as shall be established by the Plan Administrator may be prepaid
without penalty, effective as of the first Valuation Date
succeeding such prepayment.
17.5 Disbursement and Security: (1) A Loan shall be
evidenced by the promissory note/loan agreement of the borrowing
Participant that shall be executed and delivered by the
Participant on or before the date on which Loan proceeds are
disbursed to him, shall be effective upon such disbursement and
shall include, without limitation, an assignment of 1/2 of the
value of the Participant's Vested Interest as of the Loan
Valuation Date and the Participant's entire Outstanding Loan
Balance (or, in either case, any lesser portion thereof) as
security for such Loan and the Participant's consent to a
reduction of the Participant's Account Balance in satisfaction of
such security interest. Each Loan shall be secured by the
Participant's pledge of his Account Balance and his Outstanding
Loan Balance to the extent assigned pursuant to the immediately
preceding sentence.
(2) In the event that a Participant has executed a
promissory note and that prior to the date on which Loan proceeds
are disbursed to him it is determined that the amount available
for a Loan under Section 17.2 is less than the amount of such
promissory note, the Participant shall be required to accept a
Loan in the maximum lesser amount permitted under Section 17.2
and shall execute a revised promissory note in such amount.
(3) Except as otherwise determined by the Plan
Administrator, Loans shall be disbursed during the second month
following the Loan Valuation Date.
(4) An account denominated the "Outstanding Loan
Balance" shall be established for each Participant with respect
to whom a Loan is outstanding under the Plan. As of the Loan
Valuation Date, an amount equal to the principal amount of the
Loan shall be transferred from the Participant's Account to the
Participant's Outstanding Loan Balance, reducing such Account in
the following order: first, 401(k) Additional Deposits, second,
401(k) Basic Deposits, third, Company Contributions, fourth, ESOP
Account Balance relating to employer contributions on behalf of
the Participant to the ESOP, fifth, ESOP Account Balance relating
to the Participant's deposits to the ESOP, sixth, Rollover
Contributions or Transfer Contributions (other than transfers
from the ESOP), seventh, After-Tax Additional Deposits and,
eighth, After-Tax Basic Deposits and, in each case, earnings
thereon. The amount so transferred shall be invested solely in
the promissory note evidencing the Loan made to the Participant.
Amounts transferred from the Participant's Account in accordance
with the preceding provisions of this Section shall be deducted
on a pro rata basis from the Investment Options in which such
amounts are invested.
17.6 Repayment of Loans: (1) Repayment of the
principal and interest of any Loan under the Plan shall be made
in substantially equal payments during the term of the Loan which
shall be due upon the first paydate of the borrowing Participant
beginning with the first such paydate occurring in the second
month following the Loan Valuation Date of such Loan.
(2) Payments and prepayments of principal shall reduce
the balance in the Participant's Outstanding Loan Balance and
such principal amounts and any interest paid thereon shall be
credited to the Participant's Account and invested in the
Investment Options in the proportion last elected by the
Participant in accordance with Sections 5.3 and 5.4, crediting
the Account in the inverse of the order set forth in Subsection
17.5(4).
17.7 Defaults and Remedies: (1) In the event that a
Participant fails to make any required payment under a Loan, such
Participant shall be deemed to be in default on such Loan. A
Loan that is in default shall become due and payable as of the
last day of the month during which such default occurs.
(2) The Plan Administrator, in its sole discretion, may
take such action as it may deem appropriate to enforce payment of
any Loan including, without limitation, the execution by the Plan
upon its security interest in the Participant's Account Balance
and Outstanding Loan Balance; provided, however, that the Plan
shall not levy against the Account Balance of the Participant
until such time that a distribution from the Account would
otherwise be available under the Plan including, if applicable,
withdrawal on account of a Hardship. If the entire balance and
accrued interest on the Loan in default cannot be discharged as
set forth in the preceding provisions of this Section, the
remaining amount may be collected by the Plan Administrator using
appropriate legal remedies and, until collected in full, shall be
deducted from any subsequent withdrawals and distributions from
the Plan. Nothing in this Section shall affect the right of the
Plan Administrator to retain the security in any part of the
Participant's Account Balance that is not available for
withdrawal at the time that any other remedies are available to
the Plan Administrator.
17.8 Loan Rules: The Plan Administrator shall
establish such rules consistent with the provisions of this
Section as it may deem necessary or advisable to provide for the
administration of Loans, including, without limitation, rules
governing (a) the date on which Loans shall begin to be made
under the Plan, (b) the manner and timing of repayments and
prepayments; (c) the treatment of Loans and repayments, including
the determination of the events of default, in the event of
absence from employment by reason of leave of absence, lay-off or
otherwise, (d) the content of the form of the promissory
note/loan agreement, Loan application and other documentation
required in connection with Loans, (e) the timing of applications
and notifications in connection with Loans, and (f) any matter as
to which discretion is reserved to the Plan Administrator under
this Section. Without limitation of the foregoing, the Plan
Administrator may establish such rules and procedures, including
the modification of the terms of any outstanding Loan, that may
be deemed to be necessary or desirable to comply with any
regulations governing employee loans under the provisions of
ERISA or the Code, and by requesting a Loan hereunder each borrowing
Participant agrees to execute such modified or
superseding documents as may be required by the Plan
Administrator pursuant to such rules or procedures.
This Central and South West Corporation Thrift Plus is
hereby executed this 17th day of April, 1991
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks
Chairman, President and
Chief Executive Officer
<PAGE>
FIRST AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware
corporation, pursuant to authorization of its Board of Directors,
adopts the following amendments to the Central and South West
Corporation Thrift Plus (the "Plan").
1. Section 1.1 of the Plan is amended by deleting
Subsection 1.1(4) in its entirety, and such Section is further
amended by inserting therein the following definitions in
appropriate alphabetical order, redesignating as necessary all
Subsections of such Section and all references in the Plan to
such Subsections:
Benefits Advisory Committee: The committee having
certain powers and authority with respect to the management
and control of the Plan as constituted in accordance with
the Rules.
Benefits Appeals Committee: The committee having
certain powers and authority with respect to the review of
claims under the Plan as constituted in accordance with the
Rules.
Former TEX/CON Employee: A person who was formerly
employed by TEX/CON Oil and Gas Company and who became an
Employee in connection with the purchase of all of the
shares of the common stock of Lear Petroleum Corporation by
Transok, Inc.
Investment Committee: The committee having certain
functions and duties and powers and authority with respect
to the assets of the Plan as constituted in accordance with
the Rules.
Investment Policy Committee: The committee having
certain functions and duties and powers and authority with
respect to the assets of the Plan as constituted in
accordance with the Rules.
Rules: The Rules of Operation and Administration of
the Central and South West Employee Benefits Program.
2. Subsection 1.1(8) (prior to redesignation) of the
Plan is amended to read as follows:
Asset Allocation Option: One of the Investment
Options, which shall be divided, in such proportions as the
Investment Committee may from time to time determine,
between (i) investments in shares of an open-end investment
company or investment companies registered under the
Investment Companies Act of 1940, the investment purpose of
which is the achievement of a balanced portfolio comprised
primarily of equity investments, and (ii) investments in the
type of securities, and subject to the conditions of
administration, specified under Section 4.03 of the Trust
Agreement.
3. Subsection 1.1(9) (prior to redesignation) of the
Plan is amended by inserting the words "Benefits Advisory"
immediately before the word "Committee" in the second sentence
thereof.
4. Subsection 1.1(17) (prior to redesignation) of the
Plan is amended by deleting the word "Advisory" and replacing the
same by the word "Investment".
5. Subsection 1.1(31) (prior to redesignation) of the
Plan is amended to read as follows:
Fixed Income Option: One of the Investment Options,
which shall be invested and reinvested in such investments
as would advance the primary investment purpose of
preservation of capital and the accumulation of interest
thereon, including, without limitation, governmental or
corporate obligations, variable amount notes of any obligor,
participation certificates, savings accounts, certificates
of deposit, bonds, notes and debentures, and any other
evidences of indebtedness or ownership on a fixed income
basis, shares of an open-end investment company or
investment companies registered under the Investment
Companies Act of 1940 with such an investment purpose, a
contract or contracts with an insurance company or a bank or
other financial institution under which the insurance
company or the bank or other financial institution, as the
case may be, guarantees to the Trustee all or any portion of
the principal or interest of amounts invested with it, a
collective, common or pooled trust fund which has a stated
policy of investments in such contract or other investments
of the type contemplated under this Investment Option, or a
notional principal contract or contracts or other similar
contracts pursuant to which the Trustee receives a stated or
otherwise described income.
6. Subsection 1.1(36) (prior to redesignation) of the
Plan is amended to add the following paragraph at the end
thereof:
With respect to any period of time ending prior to
September 27, 1991, the Hours of Service with respect to an
Employee who is a Former TEX/CON Employee shall be
determined, solely for the purpose of determining his Years
of Service for purposes of Section 2.1 and Subsection
6.2(2), as if the term "Controlled Group" was defined to
include TEX/CON Oil and Gas Company, BP Exploration Inc.,
Lear Petroleum Corporation, any entity in which Lear
Petroleum Corporation beneficially owns, directly or
indirectly, more than 50% of either the equity interests or
the voting control, and any Affiliate of any of the
foregoing. Solely for purposes of the immediately preceding
sentence, the term "Affiliate" shall mean any entity that
directly, or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with
the entity specified.
7. Subsection 1.1(40) (prior to redesignation) of the
Plan is amended to read as follows:
Named Fiduciaries. The Named Fiduciaries under the
Plan shall be the Company, the Benefit Administrator and the
members of each of the Investment Policy Committee, the
Investment Committee, the Benefits Advisory Committee and
the Benefits Appeals Committee in their capacity as such,
each of which shall have such powers, duties and authority
as shall be specified in the Plan, the Rules or the Trust
Agreement and may delegate all or any part of such powers,
duties and authority as provided therein. Any other person
may be designated as a Named Fiduciary by the Board of
Directors (and any such designation may be terminated) as
provided in the Rules.
8. Section 2.3 of the Plan is amended by inserting the
words "Benefits Advisory" immediately before the word "Committee"
in the first sentence thereof.
9. Section 2.4 of the Plan is amended by inserting the
words "Benefits Advisory" immediately before the last word
thereof.
10. Part (b) of Subsection 4.5(2) of the Plan is
amended by deleting the word "Deposits" and replacing the same by
the words "After-Tax Basic Deposits and After-Tax Additional
Deposits".
11. Subsection 5.1(1) of the Plan is amended by
deleting the penultimate sentence thereof and replacing the same
by the following:
The Trustee shall invest and reinvest the principal
and income of each such Option and shall keep each such
Option invested, without distinction between principal and
income, in such property, investments and securities as
directed by the Investment Committee and/or as otherwise
required under the terms of the Plan and the Trust
Agreement, but without regard to any percentage limitation
contained in any law (other than ERISA) or rules of court
applying to investments by trust companies, trustees or
other fiduciaries. Without limitation of the foregoing, the
Investment Committee may, to the extent permitted under the
Plan and the Rules, direct that all or any part of an
Investment Option shall be invested by the Trustee in its
discretion.
12. Subsection 5.6(3) of the Plan is amended by
inserting the word "Benefits" immediately before the words
"Advisory Committee" in the first sentence thereof.
13. Section 7.1 of the Plan is amended by inserting
the words "Benefits Advisory" immediately before the word
"Committee" in the last sentence thereof.
14. Section 7.3 of the Plan is amended by inserting
the words "Benefits Advisory" immediately before the word
"Committee" in the second sentence thereof.
15. Section 7.5 of the Plan is amended by inserting
the words "Benefits Advisory" immediately before the word
"Committee" each time appearing therein.
16. Subsection 7.7(1) of the Plan is amended by
inserting the word "Benefits" immediately before the words
"Advisory Committee" in the first sentence thereof.
17. Article VIII of the Plan is amended to read as
follows:
8.1 Responsibility for Administration: The Plan
shall be administered by the Named Fiduciaries designated
pursuant to the Rules. The powers and responsibilities and
the duties of the Named Fiduciaries shall be established
under the Rules which are hereby incorporated in the Plan by
this reference. In addition to the powers granted to the
Named Fiduciaries under the Rules, the Named Fiduciaries
shall have the powers granted hereunder.
8.2 Audit: The independent accountants who audit
the books and accounts of the Employers shall annually
examine the records of the Employers in respect of the Plan
and, on the basis of such examination, make such report to
the Trustee as said accountants deem necessary. The records
of the Trustee and (subject to such report by said
independent accounts) the records of the Employers and the
Benefits Advisory Committee shall be conclusive in respect
to all matters involved in the administration of the Plan.
8.3 Statement of Accounts: At least annually the
Company shall cause each Participant to receive a statement
of his Account, at such time and in such form as the
Benefits Advisory Committee shall determine. Such statement
shall be deemed to have been accepted as correct unless
written notice to the contrary is received by the Benefit
Administrator within thirty days after making such statement
available to the Participant.
8.4 Expenses: Except as otherwise provided in the
Plan, the Employers shall pay all costs and expenses
incurred in administering the Plan, including, without
limitation, the expenses of the Benefits Advisory Committee
and the Investment Committee, the fees and expenses of the
Trustee, the fees of the Trustee's counsel and other
administrative expenses.
8.5 The Trust Fund: The Trust Fund shall be held by
the Trustee for the exclusive benefit of the Participants
and their Beneficiaries, and shall be invested by the
Trustee upon such terms and in such property as is provided
in the Plan and the Trust Agreement. The Trustee will, from
time to time, make payments, distributions and deliveries
from te Trust Fund as provided in the Plan and the Trust
Agreement. The Trustee, in its relation to the Plan, shall
be entitled to all of the rights, privileges, immunities and
benefits conferred upon it and shall be subject to all of
the duties imposed upon it under the Trust Agreement. The
Trust Agreement is hereby incorporated in the Plan by this
reference, and each Employer, by adopting the Plan,
authorizes the Company to execute the Trust Agreement
(including any amendment or supplement thereto) on its
behalf with respect to the Plan.
8.6 No Guarantee Against Loss: No Employer in any
manner guarantees the Trust Fund or any part thereof against
loss or depreciation. All persons having any interest in
the Trust Fund shall look solely to such Fund for payment
with respect to such interest.
8.7 Payment of Benefits: All payments of benefits
provided for by the Plan (less any deductions provided for
by the Plan) shall be made solely out of the Trust Fund in
accordance wit instructions given to the Trustee by the
Benefits Advisory Committee pursuant to the terms of the
Plan and the Trust Agreement, and no Employer shall be
otherwise liable for any benefits payable under the Plan.
The Trustee shall not be required to make any distribution
under the Plan under circumstances which, in its judgment,
would subject it to penalty or liability or constitute a
breach of any legal duty.
18. Section 9.2 of the Plan is amended to read as
follows:
Review Procedure: Within sixty days after the
receipt by the claimant of such a notice of denial, the
claimant may appeal such denial by filing with the secretary
of the Benefit Appeals Committee a written request for a
review of his claim. If such an appeal is so filed within
such sixty-day period, the Benefits Appeals Committee, or a
duly appointed representative of the Benefits Appeals
Committee, shall conduct a full and fair review of such
claim and mail or deliver to the claimant its written
decision on the matter based on the facts, the pertinent
provisions of the Plan, the Rules and the Trust Agreement
and any Plan interpretations, rules or regulations of the
Benefits Advisory Committee, within sixty days after the
receipt of the request for review (unless special
circumstances as determined by the Benefits Advisory
Committee or the Benefits Appeals Committee require an
extension of up to sixty additional days, in which case,
written notice of such extension shall be given to the
claimant prior to the commencement of such extension). Such
decision shall be written in a manner calculated to be
understood by the claimant, shall state the specific reasons
for the decision and the specific provisions of the Plan
and/or Trust Agreement on which the decision was based and
shall, to the extent permitted by law, be final and binding
on all interested persons. During such full review, the
claimant or his representative shall be given an opportunity
to review documents that are pertinent to his claim and to
submit issues and comments in writing and, if he requests a
hearing on his claim and the Benefits Appeals Committee
concludes such a hearing is advisable and schedules such a
hearing, to present his case in person or by an authorized
representative at such hearing.
19. Section 10.1 of the Plan is amended by amending
clause (4) thereof to read as follows:
(4) each Employer and each officer or director
thereof, the Benefits Appeals Committee and each member
thereof, the Benefits Advisory Committee and each member
thereof, the Investment Committee and each member thereof,
and any other person to whom the Company, the Benefits
Advisory Committee or the Investment Committee delegates (or
the Plan, the Rules or the Trust Agreement assigns) any duty
with respect to the Plan or the Trust Agreement, may rely
and shall be fully protected in acting in good faith upon
the advice of counsel for a Controlled Group Member, upon
the records of the Controlled Group Member, upon the
opinion, certificate, valuation, report, recommendation, or
determination of the Trustee or of the auditor or actuary of
the Company, or upon any certificate, statement or other
representation made by or any information furnished by an
Employee, a Participant, a Beneficiary or the Trustee
concerning any fact required to be determined under any of
the provisions of the Plan;
20. Section 11.2 of the Plan is amended by inserting
the word "Benefits" immediately before the words "Advisory
Committee" each time appearing therein.
21. Section 13.4 of the Plan is amended by inserting
the word "Benefits" immediately before the words Advisory
Committee" in the first sentence thereof.
22. Part (a) of Subsection 14.1(1) of the Plan is
amended to read as follows:
(a) an officer of an Employer having an annual
compensation greater than 50 percent (50%) of the amount in
effect under Section 415(b)(1)(A) of the Code for any such
Plan Year;
The foregoing amendments shall be effective November 11,
1991
This instrument of amendment is hereby executed this
11th day of November, 1991.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks, Chairman, President
and Chief Executive Officer
<PAGE>
AMENDMENT NO. 2
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
(As Amended Effective January 1, 1991)
Central and South West Corporation, a Delaware corporation
(the "Company"), pursuant to authorization of its Board of
Directors, hereby adopts the following amendment to the Central
and South West Corporation Thrift Plus (the "Plan").
1. The second sentence of Section 7.2(3) of the Plan
("Distributions on Termination of Employment") is amended in its
entirety to read as follows:
"The Vested Interest of a Participant who elects to receive
benefits in the form of installments shall remain allocated
pursuant to the Participant's directions in accordance with
the provisions of Article V until fully distributed to him."
2. The foregoing amendment shall be effective with respect
to distributions from the Plan made on and after January 1, 1992.
Executed this 16th day of April, 1992, at Dallas, Texas.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks, Chairman and Chief
Executive Officer
<PAGE>
THIRD AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware
corporation, pursuant to authorization of its Board of Directors,
adopts the following amendments to the Central and South West
Corporation Thrift Plus (the "Plan").
1. The first sentence of the Plan's introduction is
amended by adding the following at the end thereof: ", effective
as of January 1, 1989 except as otherwise provided". In
addition, the parenthetical phrase in the caption of the Plan,
appearing on the cover page and page 1, is amended to read "(As
Amended and Restated Effective as of January 1, 1989)".
2. Section 1.1(25) of the Plan is amended in its
entirety to read as follows:
"Employee: A person who is employed on either a
full-time or part-time basis on the active payroll by any
Controlled Group Member if their relationship is, for
federal income tax purposes, that of employer and employee.
In no event shall a person who is treated as a leased
employee, within the meaning of Section 414 of the Code, be
considered an Employee."
3. The Plan is amended by adding the following new
Section 2.6:
"2.6 Reemployment Provisions. All Hours of
Service are counted in determining eligibility to
participate, except as otherwise provided in this Section.
(1) If an Employee terminates employment before
becoming a Participant and is reemployed by a Controlled
Group Member before incurring a number of consecutive One
Year Breaks in Service at least equal to the greater of five
or his aggregate Years of Service, he will become a
Participant on the later of the entry date initially
determined under Section 2.2 or the date he is credited with
one or more Hours of Service by an Employer after
reemployment; but if he is reemployed by a Controlled Group
Member after incurring a number of consecutive One Year
Breaks in Service at least equal to the greater of five or
his aggregate Years of Service, he will be treated as a new
Employee for purposes of the Plan and his Hours of Service
completed before his reemployment will be disregarded in
determining when he will become a Participant.
(2) A Participant who terminates employment will
again become an active Participant immediately upon his
reemployment by an Employer."
4. Section 1.1(18) of the Plan is amended by adding the
following provision at the end thereof:
"For purposes of applying the $200,000 limit set forth
in the preceding sentence, if an Employee is a Highly
Compensated Employee who is either (i) a 5-percent owner,
determined in accordance with Code section 414(q) and the
Treasury Regulations promulgated thereunder or (ii) one of
the 10 most highly compensated Employees ranked on the basis
of Compensation paid by the Controlled Group during the
year, such Highly Compensated Employee and the members of
his family (as hereafter defined) will be treated as a
single employee and the Compensation of each member of the
family will be aggregated with the Compensation of the
Highly Compensated Employee. The limitation on Compensation
will be allocated among such Highly Compensated Employee and
his family members in proportion to each individual's
Compensation. For purposes of this Section, the term
"family" means an Employee's spouse and any lineal
descendants who are under age 19 at the end of the Plan Year
in question."
5. The last sentence of Section 4.1 of the Plan is
amended in its entirety to read as follows:
"The Employers may make such other matching
contributions to the Trust Fund as determined in their sole
discretion consistent with any applicable law, and such
contributions will be allocated on the basis of
Participants' Deposits as provided in the resolutions
authorizing such additional contributions."
6. Section 4.5 of the Plan is amended by deleting the
word "and" between subsections (a) and (b), and by adding to
following new provisions:
"(c) the amount allocated after March 31, 1984 to an
individual medical benefit account (as defined in Code
section 415(l)(2)) which is part of a defined benefit plan
(as defined in Code section 414(j)) or an annuity plan; and
(d) the amount derived from contributions paid or
accrued after December 31, 1985 in taxable years ending
after such date that are attributable to post-retirement
medical benefits allocated to the separate account of a key
employee (as defined in Code section 4l9A(d)(3)) under a
welfare benefit fund (as hereafter defined). The term
"welfare benefit fund" means an organization described in
paragraph (7), (9), (17) or (20) of Code section 501(c), a
trust, corporation or other organization not exempt from
federal income tax, or to the extent provided in Treasury
regulations, any account held for an employer by any person,
which is part of a plan of an employer through which the
employer provides benefits to employees or their
beneficiaries, other than a benefit to which Code sections
83(h), 404 (determined without regard to section 404(b)(2))
or 404A applies, or to which an election under Code section
463 applies."
7. The last paragraph of Section 4.6(1) of the Plan is
amended in its entirety to read as follows:
"In the event the Plan is determined to be a top-heavy
plan pursuant to Section 14.2 with respect to any Plan Year
beginning after December 31, 1983, then, unless the
requirements of Code section 416(h)(2) of the Code are met
with respect to the Plan, the number '1.0' shall be
substituted for '1.25' wherever it appears in the Section
and '$41,500' will be substituted for '$51,875' in Section
4.6(3)(b)(i)."
8. Section 5.6(4)(a) of the Plan is amended to delete
"(other than Company Stock)" in the first sentence. In addition,
the third sentence of Section 5.6(4)(a) will be amended in its
entirety to read as follows: "The fair market value of Company
Stock shall be determined in accordance with Section 5.7."
9. Section 6.2(2) of the Plan is amended by replacing
"age fifty-five" with "age fifty-five (which will be considered
the Plan's normal retirement age)".
10. Section 7.2(5) of the Plan is amended in its
entirety to read as follows:
"The nonvested portion of a Participant's Account shall
be forfeited on the last day of the Plan Year in which the
Participant incurs five consecutive one-year breaks in
service (as such term is hereinafter defined). For purposes
of this Subsection, a Participant shall incur a one-year
break in service if he is not credited with more than 500
Hours of Service during the 12-consecutive month computation
period used to determine his Years of Service. If a
distribution is made to a Participant pursuant to this
Article when the Participant's vested interest in Company
Contributions is less than 100% and he is reemployed prior
to incurring a forfeiture, the portion of his Account which
was not vested will be maintained in a separate subaccount
until he becomes 100% vested. His vested interest in such
subaccount, at any relevant time prior to the time he is
fully vested in his Account, will be equal to an amount
determined by the formula X = P(AB&D) - D, where P is the
vested percentage at the relevant time, AB is the subaccount
balance at the relevant time and D is the amount to the
distribution."
11. Section 1.1(36) of the Plan is amended by adding
the following new subsection:
"(e) If an Employee is absent from work for any
period by reason of the pregnancy of the Employee, by reason
of the birth of a child of the Employee, by reason of the
placement of a child with the Employee, or for purposes of
caring for a child for a period beginning immediately
following the birth or placement of that child, the Employee
will be credited with Hours of Service (solely for the
purpose of determining whether he has a one-year break in
service under the Plan) equal to (i) the number of Hours of
Service which otherwise would normally have been credited to
him but for his absence, or (ii) if the number of Hours of
Service under clause (i) is not determinable, 8 Hours of
Service per normal workday of the absence, provided,
however, that the total number of Hours of Service credited
to an Employee under this subsection (e) by reason of any
pregnancy, birth or placement will not exceed 501 Hours of
Service. Hours of Service will not be credited to an
Employee under this subsection (d) unless the Employee
furnishes to the Plan Administrator such timely information
as the Plan Administrator may reasonably require to
establish that the Employee's absence from work is for a
reason specified in this subsection (e) and the number of
days for which there was such an absence."
12. Section 7.4 of the Plan is amended in its entirety
to read as follows:
"A Participant's Vested Interest for purposes of this
Article shall be based upon his Account Balance as of the
Valuation Date coincident with or next following the date of
his termination of employment with the Controlled Group or
his death, as the case may be, except that if the
Participant (or in the case of the Participant's death, his
Beneficiary) fails to make a claim for benefits to the
Benefit Administrator on the appropriate application prior
to such Valuation Date, the Plan Administrator will value
the Participant's Account Balance as of the Valuation Date
immediately preceding the date the Account is to be
distributed. Unless a Participant elects otherwise in
writing, distribution of the Participant's vested interest
in his Account will begin no later than the 60th day after
the close of the Plan Year in which occurs the latest of
(i) the date on which the Participant attains the earlier of
normal retirement age or age 65, (ii) the tenth anniversary
of the Plan Year in which the Participant began
participation in the Plan, or (iii) the Participant's
termination of employment."
13. Section 7.5(1) of the Plan is amended to add the
following sentence at the end thereof:
"A Participant may revoke a prior waiver without the
consent of the Spouse at any time, and any number of times,
before the date on which he would receive his first payment
of benefits under the Plan."
14. Section 7.5(2) of the Plan is amended by adding
the following provision at the end thereof:
"If a Participant terminates employment prior to the
first day of the Plan Year in which he attains age
thirty-five, the Participant may make such a waiver with
respect to his Account Balance as of the date of termination
at any time beginning on his date of termination. A
Participant may revoke a prior waiver without the consent of
the Spouse at any time, and any number of times, before the
date of the Participant's death."
15. Section 7.6(1) of the Plan is amended by deleting
the second sentence and replacing it with the following:
"If the amount of a Participant's vested Account Balance
exceeds $3,500, the Plan Administrator will not distribute
the Participant's vested Account Balances to him prior to
his attainment of age 62 unless he consents to the
distribution. The foregoing provision will not apply to any
distributions required under Article XVI."
16. Section 7.6(2) of the Plan is amended in its
entirety to read as follows:
"Notwithstanding any other provision of the Plan, the
entire Vested Interest of each Participant shall be
distributed not later than as provided below.
(a) Distribution of a Participant's entire Vested
Interest will be made or commence not later than April 1
following the calendar year in which he attains age 70-1/2.
On or before December 31 of such calendar year and of each
succeeding calendar year, distribution of the entire amount
of any additional balances in the Participant's Account
(determined as of the preceding Valuation Date) will be made
in a lump sum.
(b) Notwithstanding subsection (a), if a
Participant attained age 70-1/2 before January 1, 1988 and
was not a 5-percent owner (as such term is defined in Code
Section 416(i)) at any time during the five-plan-year period
ending in the calendar year in which he attained age 70-1/2,
then distribution of his entire vested and nonforfeitable
interest will be made or commence not later than April 1
following the earlier of (i) the calendar year in which his
employment with the Controlled Group terminates or (ii) the
calendar year in which he becomes a 5-percent owner.
(c) If a Participant attained age 70-1/2 during
1988 and had not terminated employment with the Controlled
Group as of January 1, 1989, distribution of his entire
Vested Interest will be made or commence not later than
April 1, 1990."
17. Section 13.3 of the Plan is amended by adding the
following at the end thereof:
"No distribution will be made that is prohibited by Code
section 411(a)(11) and the regulations thereunder. In
addition, the portion of a Participant's Account
attributable to 401(k) Deposits may be distributed upon Plan
termination only if the Plan is terminated without the
establishment or maintenance by an Employer of another
defined contribution plan (other than an employee stock
ownership plan defined in Section 4975(e)(7) of the Code)."
18. Section 14.2(1) of the Plan is amended to add the
following at the end thereof: "(taking into account Section
14.2(2))".
19. Section 14.2(4) of the Plan is amended in its
entirety to read as follows:
"The Account of any Employee who has not performed
services for an Employer maintaining any of the aggregated
plans during the five-year period ending on the
Determination Date will not be taken into account."
20. Section 14.3(1)(a) of the Plan is amended by
adding the following provision at the end thereof:
"In determining the highest percentage for any Key
Employee, any 401(k) Deposits shall be counted as Company
Contributions. For purposes of the minimum contribution,
401(k) Deposits for Non-Key Employees are not taken into
account."
21. Section 14.3(1)(b) of the Plan is amended in its
entirety to read as follows:
"(b) Compensation: For purposes of this Article,
Compensation means the wages as defined in Code section
3401(a) for purposes of income tax withholding at the source
(but determined without regard to any rules that limit the
remuneration included in wages based on the nature or
location of the employment or services performed) that are
paid to an Employee by a Controlled Group Member. For
purposes of determining whether an Employee is a Key
Employee, compensation shall include the amount of any
salary reduction contributions pursuant to a cash or
deferred arrangement meeting the requirements of Code
section 401(k) or a cafeteria plan meeting the requirements
of Code section 125. Compensation shall be limited in
accordance with the $200,000 limitation set forth in Section
1.1(18)"
22. Section 14.4 of the Plan is amended in its
entirety to read as follows:
"Super Top-Heavy Requirements: (1) The modification of
the aggregate benefit limit described in Section
4.6(3)(b)(i) of the Plan will not be required if the
top-heavy ratio does not exceed 90% and one of the following
conditions is met: (i) Employees who are not Key Employees
do not participate in both a defined benefit plan and a
defined contribution plan which are in the group of plans
required to be aggregated under this Article, and the
minimum contribution requirements of Section 14.3(1)(a) are
met when such requirements are applied with the substitution
of "four percent (4%)" for "three percent (3%)"; (ii) the
minimum contribution requirements of subsection (2) below
are met when such requirements are applied with the
substitution of "7 1/2%" for "5%"; or (iii) Employees who
are not Key Employees have an accrued benefit of not less
than 3% of their average Compensation for the five
consecutive Plan Years in which they had the highest
Compensation multiplied by their Years of Service in which
the Plan is a Top-Heavy Plan (not to exceed a total such
benefit of 30%), expressed as a life annuity commencing at
the Participant's normal retirement age in a defined benefit
plan which is in the group of plans that must be aggregated.
(2) If a Controlled Group Member maintains one or
more other defined contribution plans covering Employees who
are Participants in this Plan, the minimum contribution will
be provided under this Plan, unless such other defined
contribution plans make explicit reference to this Plan and
provide that the minimum contribution will not be provided
under this Plan, in which case the provisions of section
14.3(1)(a) will not apply to any Participant covered under
such other defined contribution plans. If a Controlled
Group Member maintains one or more defined benefit plans
covering Employees who are Participants in this Plan, and
such defined benefit plans provide that Employees who are
participants therein will accrue the minimum benefit
applicable to top-heavy defined benefit plans
notwithstanding their participation in this Plan, then the
provisions of Section 14.3(1)(a) will not apply to any
Participant covered under such Defined Benefit Plans. If a
Controlled Group Member maintains one or more defined
benefit plans covering Employees who are Participants in
this Plan, and the provisions of the preceding sentence do
not apply, then each Participant who is not a Key Employee
and who is covered by such defined benefit plans will
receive a minimum contribution determined by applying
the provisions of Section 14.3(1)(a) with the
substitution of "five percent (5%)" in each place
that "three percent (3%)" occurs therein."
23. Section 14.1(1)(a) and (b) of the Plan are amended
in their entirety to read as follows:
"(a) an officer of an Employer having an annual
compensation greater than 50% of the amount in effect under
Code section 415(b)(1)(A) for any such Plan Year;
(b) one of the ten Employees of an Employer having
annual compensation of more than the limitation in effect
under Code section 415(c)(1)(A) and owning (or considered as
owning within the meaning of Code section 318) both more
than a 1/2 percent interest and the largest interest in the
Employer;"
24. Section 17.5 of the Plan is amended by adding the
following provision at the end thereof:
"If the total Account balance subject to such security
exceeds $3,500, a Participant must obtain the consent of his
Spouse, if any, to use of the Account Balance as security
for the loan. Spousal consent shall be obtained no earlier
than 90 days before the loan is secured, must be in writing,
must acknowledge the effect of the loan, and must be
witnessed by a Plan representative or notary public. Such
consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to
that loan. a new consent shall be required if the Account
Balance is used for renegotiation, extension, renewal, or
other revision of the loan."
25. Section 14.3(1)(c) of the Plan is amended by
adding the following at the end thereof:
"The minimum vesting schedule applies to all Account
balances including amounts attributable to Plan Years before
the effective date of Code section 416 and amounts
attributable to Plan Years before the Plan became a
Top-Heavy Plan. Further, no reduction in vested Account
balances may occur in the event the Plan's status as a
Top-Heavy Plan changes for any Plan Year, and any change in
the effective vesting schedule from the schedule set forth
in this subsection to the regular vesting rules provided in
Article VI will be treated as an amendment subject to
Section 13.1."
26. Section 13.1 of the Plan is amended by adding the
following at the end thereof:
"No amendment will have the effect of reducing the
percentage of the Vested Interest of any Participant in his
Account nor will the vesting provisions of the Plan be
amended unless each Participant with at least three Years of
Service is permitted to elect to continue to have the prior
vesting provisions apply to him, within 60 days after the
latest of the date on which the amendment is adopted, the
date on which the amendment is effective, or the date on
which the Participant is issued written notice of the
amendment."
27. Section 15.3(2) of the Plan is amended by adding
the following at the end thereof: "(calculated separately for
each Eligible Participant in the group)".
28. Section 15.3(5) of the Plan is amended by adding
the following at the end thereof:
"An Employee is eligible to make Deposits for purposes
of determining his Deferral Percentage and Contribution
Percentage even though he does not make Deposits because of
the suspension of his 401(k) Deposits under the terms of the
Plan, because of an election not to participate, or because
of the Code section 415 limitations contained in Sections
4.5 through 4.7 of the Plan."
29. Section 15.3(4) of the Plan is amended to add the
following sentence at the end thereof:
"A 401(k) Deposit by a Participant will be taken into
account for a Plan Year only if (i) the allocation of such
Deposit is not contingent on participation in the Plan or
the performance of services after the Plan Year, (ii) such
Deposit is paid to the Trustee within 12 months after the
end of the Plan Year, and (iii) such Deposit relates to
Compensation that either would have been received by the
Participant in the Plan Year, or that is attributable to
services performed during the Plan Year and that would have
been received within two and one-half months after the Plan
Year, but for the election to defer."
30. Section 15.4(2) of the Plan is amended in its
entirety to read as follows:
"In the event that this Plan satisfies the requirements
of Section 410(b) of the Code (other than for purposes of
the average benefit percentage test) only if aggregated with
one or more other plans, or is one or more other plans
satisfy the requirements of Section 410(b) of the Code
(other than for purposes of the average benefit percentage
test) only if aggregated with the Plan, then Section 15.1
shall be applied by determining the Deferral Percentages and
the Contribution Percentages of Eligible Participants as if
all such plans were a single plan."
31. Section 15.4(3) of the Plan is amended in its
entirety to read as follows:
"For purposes of determining the Contribution Percentage
or the Deferral Percentage of a Participant who is both a
Highly Compensated Employee and either (i) a 5-percent
owner, determined in accordance with Code section 414(q) and
the Treasury Regulations promulgated thereunder or (ii) one
of the 10 most highly compensated Employees ranked on the
basis of Compensation paid by the Controlled Group during
the year, determined in accordance with Code section 414(q)
and the Treasury Regulations promulgated thereunder, the
Deposits, Contributions, and Compensation of such
Participant will include the Deposits, Contributions, and
Compensation of family members (as hereinafter defined), and
family members will be disregarded in determining the
Contribution Percentage or the Deferral Percentage of
Participants who are not such Highly Compensated Employees.
"Family members" include an Employee's spouse and lineal
ascendants or descendants and the spouses of such lineal
ascendants or descendants."
32. Article XVI of the Plan is deleted in its entirety
and replaced with the following:
"16.1 Reduction of Excess Contributions: (1) If,
for any Plan Year, the Average Deferral Percentage for
Participants who are Highly Compensated Employees exceeds
the limitation described in Section 15.1, the Deferral
Percentage for such Participants will be reduced (in the
order of Deferral Percentages, beginning with the highest of
such percentages as provided below) until the limitation in
Section 15.1 is satisfied. The highest Deferral Percentage
will be reduced first until the limitation in Section 15.1
is satisfied or the percentage equals the next highest
percentage, and the process will be repeated until such
limitation is satisfied. A Participant's Deferral
Percentage will be reduced by distributing first the
Participant's 401(k) Additional Deposits and then the
Participant's 401(k) Basic Deposits. The amount of excess
contributions distributed pursuant to this Section with
respect to a Participant for the Plan Year will be reduced
by any 401(k) Deposits previously distributed to the
Participant for the same Plan Year pursuant to Section
3.3(3). The excess contributions of Participants who are
subject to the family aggregation rules of Section 15.4(3)
will be allocated among the family members in proportion to
the 401(k) Deposits (and any amounts treated as 401(k)
Deposits) of the family members.
16.2 Reduction of Excess Aggregate Contributions:
If, for any Plan Year, the Average Contribution Percentage
for Participants who are Highly Compensated Employees
exceeds the limitation described in Section 15.2, the
Contribution Percentage for each such Participant will be
reduced (in the order of Contribution Percentages, beginning
with the highest of such percentages as provided below)
until the limitation in Section 15.2 is satisfied. The
highest Contribution Percentage will be reduced first until
the limitation in subsection (a) is satisfied or the
percentage equals the next highest percentage, and the
process will be repeated if necessary until such limitation
is satisfied. The excess aggregate contributions determined
under this Section will be reduced by distributing first
After-Tax Additional Deposits, and then by distributing (or
forfeiting, if forfeitable) After-Tax Basic Deposits and
Company Contributions in proportion to the amount of the
Participant's After-Tax Basic Contributions and Company
Contributions for the Plan Year. The excess aggregate
contributions of Participants who are subject to the family
aggregation rules of Section 15.4(3) will be allocated among
the family members in proportion to the After-Tax Additional
Deposits, After-Tax Basic Deposits, and Company
Contributions made on behalf of the family members. The
determination of excess aggregate contributions under this
Section will be made after first determining the excess
401(k) Deposits under Section 3.3(3), and then determining
the excess contributions under Section 16.1.
16.3 Determination of Income or Loss: All
distributions under this Article will be increased by Trust
Fund earnings and decreased by Trust Fund losses for the
Plan Year (but not for the period between the end of the
Plan Year and the date of distribution). Income or loss
allocable to amounts distributed under this Article will be
determined under a reasonable method approved by the Plan
Administrator. The method for allocating income will be
consistently used for all Participants and for all
corrective distributions under this Article for the Plan
Year, and will be the method used by the Plan for allocating
income and loss to Participants' Accounts.
16.4 Timing of Distributions: All distributions
under this Article will be made within two and one-half
months following the close of the Plan Year, if practicable,
but in no event later than the last day of the immediately
following Plan Year."
33. Section 1.1(34) of the Plan is amended in its
entirety to read as follows:
"(34) Highly Compensated Employee: Any Employee
who performs services for a Controlled Group Member during
the determination year (as hereinafter defined) and who
during the look-back year (as hereinafter defined):
(i) received Compensation from a Controlled Group Member in
excess of $75,000 (as adjusted pursuant to Code section
415(d)); (ii) received Compensation from a Controlled Group
Member in excess of $50,000 (as adjusted pursuant to Code
section 415(d)) and was a member of the top-paid group (as
hereafter defined) for such year; or (iii) was an officer of
a Controlled Group Member and received Compensation during
such year that is greater than 50% of the dollar limitation
in effect under Code section 415(b)(1)(A) (but limited to no
more than 50 Employees or, if lesser, the greater of three
Employees or 10% of the Employees). The term Highly
Compensated Employee also includes: (i) an Employee who is
both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who
received the most Compensation from the Controlled Group
during the determination year; and (ii) an Employee who is a
5-percent owner at any time during the look-back year or
determination year. If no officer has satisfied the
Compensation requirement of (ii) above during either a
determination year or look-back year, the officer with the
highest Compensation for such year will be treated as a
Highly Compensated Employee. For purposes of this
subsection, the determination year is the Plan Year, and the
look-back year is the twelve-month period immediately
preceding the determination year. A Highly Compensated
Employee also includes any Employee who separated from
service (or was deemed to have separated) prior to the
determination year, performs no services for a Controlled
Group Member during the determination year, and was a Highly
Compensated Employee for either the separation year or any
determination year ending on or after the Employee's 55th
birthday. The term "top-paid group" means that group of
Employees consisting of the top 20% of such Employees ranked
on the basis of Compensation received during the Plan Year.
For purposes of this subsection, Compensation will have the
meaning provided in Section 15.3(6). All determinations
under this definition will be made in accordance with Code
section 414(q) and the Treasury Regulations thereunder."
34. Section 15.3 of the Plan is amended by adding the
following new subsection at the end thereof:
"(6) Compensation shall mean the wages as defined
in Code section 3401(a) for purposes of income tax
withholding at the source (but determined without regard to
any rules that limit the remuneration included in wages
based on the nature or location of the employment or
services performed) that are paid to an Employee by a
Controlled Group Member. In addition, Compensation shall
include the amount of any salary reduction contributions
pursuant to a cash or deferred arrangement meeting the
requirements of Code section 401(k) or a cafeteria plan
meeting the requirements of Code section 125. The annual
Compensation of an Employee taken into account for any
purpose for any Plan Year will not exceed $200,000, as
adjusted in regulations prescribed by the Secretary of the
Treasury. For purposes of applying the $200,000 limit set
forth in the preceding sentence, if an Employee is a Highly
Compensated Employee who is either (i) a 5-percent owner,
determined in accordance with Code section 414(q) and the
Treasury Regulations promulgated thereunder or (ii) one of
the 10 most highly compensated Employees ranked on the basis
of Compensation paid by the Controlled Group during the
year, such Highly Compensated Employee and the members of
his family (as hereafter defined) will be treated as a
single employee and the Compensation of each member of the
family will be aggregated with the Compensation of the
Highly Compensated Employee. The limitation on Compensation
will be allocated among such Highly Compensated Employee and
his family members in proportion to each individual's
Compensation. For purposes of this Section 15.3(6), the
term "family" means an Employee's spouse and any lineal
descendants who are under age 19 at the end of the Plan Year
in question."
35. Section 15.3(1) of the Plan is amended by adding
the following at the end thereof: "(calculated separately for
each Eligible Participant in the group)".
36. Section 4.5(2)(b) of the Plan is amended in its
entirety to read as follows:
"(b) the amount of Deposits made by the Participant,
without regard to any Rollover Contributions or Transfer
Contributions."
37. Section 3.4(2) of the Plan is amended in its
entirety to read as follows:
"(2) Notwithstanding the foregoing provisions of this
Section, in the event that the Deferral Percentage in effect
with respect to a Participant would cause the aggregate
401(k) Basic Deposits and 401(k) Additional Deposits for
such Participant to exceed $8,475 for the Plan Year ending
on December 31, 1991 (for example, because of an increase in
Compensation since the time of the original election), or
such other dollar limit as may be in effect with respect to
any other Plan Year in accordance with applicable Code
provisions, the excess payroll deduction will be made to the
Plan as an After-Tax Basic Deposit and/or After-Tax
Additional Deposit. A Participant who does not wish to
continue to make deposits in accordance with this Subsection
may modify his Deferral Percentage or deduction percentage
in accordance with Section 3.4(1)."
The amendments set forth above are effective as if they
were included in the Plan as amended and restated on April 17,
1991.
Executed at Dallas, Texas, this 5th day of November,
1992.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks
Chairman, President and
Chief Executive Officer
<PAGE>
FOURTH AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware
corporation, pursuant to authorization of its Board of Directors,
adopts the following amendment to the Central and South West
Corporation Thrift Plus (the "Plan").
Section 4.1 of the Plan is amended by adding the
following provision at the end thereof:
"The Employers shall make an additional matching
contribution for a Participant at the end of the Plan Year
if necessary to cause the total matching Company
Contributions for such Participant to be equal to the
matching contributions the Participant would have received
if matching contributions were made on the basis of Deposits
under Section 3.2(1) and 3.3(1) for the entire Plan Year,
rather than on the basis of monthly Deposits."
The amendment set forth above is effective for plan
years of the Plan beginning on or after January 1, 1992.
Executed at Dallas, Texas, this 23rd day of November,
1992.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks
Chairman, President and
Chief Executive Officer
<PAGE>
FIFTH AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware
corporation, pursuant to authorization of its Board of Directors,
adopts the following amendment to the Central and South West
Corporation Thrift Plus (the "Plan").
Section 2.1 of the Plan is amended in its entirety to
read as follows:
"2.1 Eligibility to Participate: Except as otherwise
provided in this Section, any Employee of an Employer shall
be eligible to participate in the Plan when he has
(1) attained age 21 and (2) has completed one Year of
Service (determined, in the case of a leased employee within
the meaning of Section 414 of the Code, as provided in
Subsection 6.2(3)).
Notwithstanding the foregoing, an Employee who is
otherwise eligible to participate in the Plan will not
become or continue as an active Participant if he is a
nonresident alien who receives no earned income (within the
meaning of Section 911(d)(2) of the Code) from an Employer
which constitutes income from sources within the United
States (within the meaning of Section 861(a)(3) of the
Code)."
The amendment set forth above is effective as of
January 1, 1993.
Executed at Dallas, Texas, this 30th day of June,
1993.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks
Chairman, President and
Chief Executive Officer
<PAGE>
SIXTH AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware
corporation, adopts the following amendments to the Central and
South West Corporation Thrift Plus (the "Plan").
1. The definition of "Compensation" that appears in Section
1.1 of the Plan, as previously amended by the Third Amendment to
the Plan, is amended by replacing the portion of the definition
beginning with "For Plan Years beginning after December 31, 1989"
and ending with "For purposes of applying the $200,000 limit set
forth in the preceding sentence" with the following:
For Plan Years beginning after December 31, 1989, and before
January 1, 1994, an Employee's annual rate of Compensation
for all purposes of the Plan shall be limited to $200,000,
as adjusted in regulations prescribed by the Secretary of
the Treasury. For Plan Years beginning after December 31,
1993, an Employee's annual rate of Compensation for all
purposes of the Plan shall be limited to $150,000, as
adjusted in regulations prescribed by the Secretary of the
Treasury. For purposes of applying the $200,000 and
$150,000 limits set forth in the two preceding sentences
2. Section 14.3(b) of the Plan is amended in its entirety
to read as follows:
(b) Compensation: For purposes of this Article,
Compensation means the wages as defined in Code section
3401(a) for purposes of income tax withholding at the source
(but determined without regard to any rules that limit the
remuneration included in wages based on the nature or
location of the employment or services performed) that are
paid to an Employee by a Controlled Group Member. For
purposes of determining whether an Employee is a Key
Employee, compensation shall include the amount of any
salary reduction contributions pursuant to a cash or
deferred arrangement meeting the requirements of Code
section 401(k) or a cafeteria plan meeting the requirements
of Code section 125. Compensation shall be limited in
accordance with the $200,000 and $150,000 limitations
(whichever is applicable) set forth in the definition of
Compensation contained in Section 1.1.
3. Section 15.3(6) of the Plan, as added by the Third
Amendment to the Plan, is amended in its entirety to read as
follows:
(6) Compensation shall mean the wages as defined in
Code section 3401(a) for purposes of income tax withholding
at the source (but determined without regard to any rules
that limit the remuneration included in wages based on the
nature or location of the employment or services performed)
that are paid to an Employee by a Controlled Group Member.
In addition, Compensation shall include the amount of any
salary reduction contributions pursuant to a cash or
deferred arrangement meeting the requirements of Code
section 401(k) or a cafeteria plan meeting the requirements
of Code section 125. The annual Compensation of an Employee
taken into account for any purpose for any Plan Year
beginning after December 31, 1989, and before January 1,
1994, will not exceed $200,000, as adjusted in regulations
prescribed by the Secretary of the Treasury. For Plan Years
beginning after December 31, 1993, an Employee's annual rate
of Compensation for all purposes of the Plan shall be
limited to $150,000, as adjusted in regulations prescribed
by the Secretary of the Treasury. For purposes of applying
the $200,000 and $150,000 limits set forth in the preceding
sentence, if an Employee is a Highly Compensated Employee
who is either (i) a 5-percent owner, determined in
accordance with Code section 414(q) and the Treasury
Regulations promulgated thereunder or (ii) one of the 10
most highly compensated Employees ranked on the basis of
Compensation paid by the Controlled Group during the year,
such Highly Compensated Employee and the members of his
family (as hereafter defined) will be treated as a single
employee and the Compensation of each member of the family
will be aggregated with the Compensation of the Highly
Compensated Employee. The limitation on Compensation will
be allocated among such Highly Compensated Employee and his
family members in proportion to each individual's
Compensation. For purposes of this Section 15.3(6), the
term "family" means an Employee's spouse and any lineal
descendants who are under age 19 at the end of the Plan Year
in question.
4. The foregoing amendments will be effective for Plan
Years beginning on and after January 1, 1994.
Executed at Dallas, Texas, this 17th day of December,
1993.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks, Chairman,
President and Chief Executive
Officer
<PAGE>
SEVENTH AMENDMENT
TO
CENTRAL AND SOUTH WEST CORPORATION
THRIFT PLUS
Central and South West Corporation, a Delaware corporation,
adopts the following amendments to the Central and South West
Corporation Thrift Plus (the "Plan").
1. Section 1.1 of the Plan ("Definitions") is amended
effective as of January 1, 1991, by the addition of the following
definition:
Basic Deposits: A Participant's Deposits to the Plan
made pursuant to Article III to the extent the aggregate
amount of such deposits does not exceed 6% of the
Participant's Compensation for the Plan Year. If a
Participant elects to make both after-tax and pre-tax
deposits for a Plan Year pursuant to Sections 3.2 and 3.3,
his Basic Deposits will consist first of 401(k) Basic
Deposits made pursuant to Section 3.3 and next of After-Tax
Basic Deposits made pursuant to Section 3.2.
2. Section 1.1 of the Plan ("Definitions") is further
amended effective as of July 1, 1993, by the addition of the
following definition:
Former BREMCO Employee: A person who was formerly
employed by Bossier Rural Electric Membership Cooperative
Inc. and who became an Employee on July 1, 1993, as a result
of the acquisition of such Cooperative by Southwestern
Electric Power Company.
3. The definition of "Hour of Service" that appears in
Section 1 of the Plan is amended effective as of July 1, 1993, by
the addition of the following paragraph at the end thereof:
With respect to any period of time ending prior to
July 1, 1993, the Hours of Service with respect to an
Employee who is a Former BREMCO Employee shall be
determined, solely for the purpose of determining his Years
of Service for purposes of Sections 2.1, 4.1 and 6.2(2), as
if the term "Controlled Group" included Bossier Rural
Electric Membership Cooperative Inc. and any Affiliate of
such Cooperative. Solely for purposes of the immediately
preceding sentence, the term "Affiliate" shall mean any
entity that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under
common control with Bossier Rural Electric Membership
Cooperative Inc.
4. The following definitions that appear in Section 1.1
of the Plan are amended in their entirety effective as of
January 1, 1991, to read as follows:
After-Tax Basic Deposits: A deposit to the Plan made by
a Participant through a payroll deduction, as provided in
Section 3.2, to the extent that the amount of such deposit,
when added to the Participant's 401(k) Basic Deposits for
the Plan Year, does not exceed 6% of the Participant's
Compensation for the Plan Year. A Participant's After-Tax
Basic Deposits will include his Basic Deposits, if any, made
for periods ending prior to January 1, 1991.
Home Loan: A Loan used for the initial purchase of any
dwelling unit which, within a reasonable period of time, is
to be used (determined at the time the Loan is made) as the
principal residence of the Participant.
5. The following definitions that appear in Section 1.1
of the Plan are amended in their entirety effective as of
January 1, 1995, to read as follows:
Compensation Reduction and Deferral Agreement: An
agreement between a Participant and the Employer pursuant to
which the Participant agrees to a Deferral Percentage and
the Employer agrees to contribute the designated percentage
of the Participant's Compensation to the Plan as a 401(k)
deposit in accordance with Section 3.3.
Employee: A person who is employed on either a
full-time or part-time basis on the active payroll by any
Controlled Group Member if their relationship is, for
federal income tax purposes, that of employer and employee,
excluding, however, any person who is treated as a leased
employee within the meaning of Section 414 of the Code and
any person who is classified by an Employer as an
independent contractor whose compensation for services is
reported on a form other than Form W-2 or any successor form
for reporting wages paid to employees.
Valuation Date: The date with respect to which the
Trustee determines the fair market value of the assets
comprising the Trust Fund or any portion thereof. The
regular Valuation Date will be each business day during the
Plan Year.
6. The following definition that appears in Section 1.1
of the Plan is amended in its entirety effective as of January 1,
1995, to read as follows:
Disabled: An Employee shall be Disabled for purposes of
the Plan after he (a) has incurred a disability within the
meaning of the Central and South West System Employees'
Disability Income Plan (the "Disability Plan") and (b) has
received benefits under the Disability Plan for 12
consecutive months or would have received 12 such monthly
payments if he had been a participant under the Disability
Plan.
7. The definition of "Rollover Contribution" that
appears in Section 1 of the Plan is amended in its entirety
effective as of January 1, 1993, to read as follows:
Rollover Contribution: The transfer to the Plan by a
Participant of (i) all or part of the cash distributed to
the Participant in a distribution from a Qualified Plan that
satisfies the requirements of an Eligible Rollover
Distribution set forth in Section 7.8(2) or (ii) the entire
amount distributed to the Participant from an individual
retirement account or annuity that is attributable solely to
a eligible rollover distribution from a Qualified Plan;
provided the transfer to the Plan is made within sixty days
after such distribution is received by the Participant. The
Participant shall make application for the Rollover
Contribution in accordance with rules and procedures
prescribed by the Plan Administrator.
8. Subsection (4) of Section 1.2 of the Plan
("Construction") is amended in its entirety effective as of
January 1, 1995, to read as follows:
(4) Except to the extent federal law controls, the
Plan shall be governed, construed and administered according
to the laws of the State of Texas, including without
limitation the Texas statute of limitations, but without
regard to the principles of conflicts of law of such State.
All persons accepting or claiming benefits under the Plan
shall be bound by and deemed to consent to its provisions.
9. Section 2.2 of the Plan is amended in its entirety
effective as of January 1, 1993, to read as follows:
2.2 Entry Date: Any eligible Employee shall enter the
Plan as soon as administratively feasible following the
receipt by the Benefit Administrator of the Application for
Participation and, if 401(k) Basic Deposits and/or 401(k)
Additional Deposits are to be made, a Compensation Reduction
and Deferral Agreement.
10. Subsection (2) of Section 3.2 of the Plan ("After-Tax
Basic and After-Tax Additional Deposits") is amended in its
entirety effective as of January 1, 1991, to read as follows:
(2) The deposits pursuant to this Section shall consist
of After-Tax Basic Deposits, which are matched by Company
Contributions pursuant to Section 4.1, and After-Tax
Additional Deposits, which are not so matched by Company
Contributions.
11. Subsection (2) of Section 3.3 of the Plan ("401(k)
Basic and 401(k) Additional Deposits") is amended in its entirety
effective as of January 1, 1991, to read as follows:
(2) The deposits pursuant to this Section that do not
exceed 6% of the Participant's Compensation for the Plan
Year are referred to in the Plan as "401(k) Basic Deposits"
and the deposits made pursuant to this Section that exceed
6% of the Participant's Compensation for the Plan Year are
referred to in the Plan as "401(k) Additional Deposits."
In no event shall the sum of a Participant's 401(k) Basic
Deposits and 401(k) Additional Deposits in any Plan Year
exceed $8,475, as adjusted for Plan Years beginning after
December 31, 1991, in regulations prescribed by the
Secretary of the Treasury.
12. The second sentence of Subsection (1) of Section 3.4
of the Plan ("Changes in Participant Deposits") is amended in its
entirety effective as of January 1, 1993, to read as follows:
A Participant may modify any such deduction percentage or
Deferral Percentage by giving prior written notice to the
Benefit Administrator designating the new deduction
percentage or Deferral Percentage, as the case may be, but
not more than once in any calendar quarter, and such new
deduction percentage or Deferral Percentage will be
effective as soon as administratively feasible following
receipt of the written notice by the Benefit Administrator.
13. Subsection (1) of Section 3.4 of the Plan ("Changes
in Participant Deposits") is amended in its entirety effective as
of January 1, 1995, to read as follows:
(1) Any payroll deduction percentage designated or
Deferral Percentage agreed to by a Participant shall
continue in effect, notwithstanding any change in his
Compensation, until a modification of the deduction
percentage or Deferral Percentage, as the case may be, is
requested by him. A Participant may modify any such
deduction percentage or Deferral Percentage by designating
the new deduction percentage or Deferral Percentage in the
manner specified by the Benefit Administrator, and the
modification shall be effective as of the first payroll
period following receipt of such designation, or as soon
thereafter as administratively feasible. If a Participant's
Compensation changes, a deduction percentage or Deferral
Percentage will be applied to his new Compensation.
14. Section 3.5 of the Plan is amended in its entirety
effective as of January 1, 1995, to read as follows:
3.5 Suspension of Deposits: Upon prior notice to the
Plan in the form or manner designated by the Benefits
Advisory Committee, a Participant may terminate any payroll
deduction percentage or Compensation Reduction and Deferral
Agreement designated or entered into by him and thereby
suspend all of his After-Tax Basic Deposits and After-Tax
Additional Deposits or all of his 401(k) Basic Deposits and
401(k) Additional Deposits, as the case may be, effective as
of the first day of the following payroll period, or as soon
thereafter as administratively feasible. All Deposits with
respect to a Participant shall be suspended automatically
for the period of any approved leave of absence without pay,
including military and other governmental service and during
such period or a period for which the Participant has
suspended Deposits pursuant to this Section, all Company
Contributions shall be suspended automatically. A
Participant who suspends his deposits may resume making
deposits to the Plan at any time by providing notice to the
Plan in the form or manner designated by the Benefits
Advisory Committee, effective as of the first day of the
following payroll period or as soon thereafter as
administratively feasible.
15. Section 4.1 of the Plan is amended in its entirety
effective as of January 1, 1991, except for the second sentence
thereof which is amended effective as of January 1, 1989, to read
as follows:
4.1 Amount of Company Contributions: Subject to the
limitations under Section 4.5 and Article XV, the Employers
shall, as and to the extent they lawfully may, contribute to
the Trust Fund on behalf of each Participant, no less
frequently than monthly, an amount equal to (a) 50% of the
Participant's Basic Deposits for such month if the
Participant has less than 20 Years of Service or (b) 75% of
the Participant's Basic Deposits for such month if the
Participant has 20 or more Years of Service, whichever is
applicable; provided, however, that if the Participant has
been a Participant for less than 24 months, the applicable
percentage shall be 50%. The Employers may make such other
matching contributions to the Trust Fund as determined in
their sole discretion consistent with any applicable law,
and such contributions shall be allocated as a single,
uniform percentage of all Participants' Deposits as provided
in the resolutions authorizing such additional
contributions. In addition, the Employers shall make an
additional matching contribution for a Participant at the
end of the Plan Year if necessary to cause the total
matching Company Contributions for such Participant to be
equal to the matching contributions the Participant would
have received if matching contributions were made on the
basis of Basic Deposits for the entire Plan Year, rather
than on the basis of monthly Basic Deposits.
16. The last sentence of Subsection (2) of Section 4.4 of
the Plan ("Return of Contributions to Employers") is deleted and
replaced effective as of January 1, 1989, by the following
sentences:
In the case of a return of assets due to initial failure of
the Plan to qualify, the entire assets of the Trust Fund
attributable to Contributions shall be returned to the
Employers. In the case of a return of Contributions due to
mistake of fact or disallowance of a deduction, earnings
attributable to the Contributions may not be returned to an
Employer, but losses attributable to such Contributions
shall reduce the amount to be returned.
17. The first sentence of Section 5.4 of the Plan
("Change of Investment Option") is amended in its entirety
effective as of January 1, 1993, to read as follows:
In accordance with Section 5.3, by giving prior written
notice to the Benefit Administrator, a Participant may
change his Investment Option with respect to future
Deposits, Company Contributions, Rollover Contributions and
Transfer Contributions, and such change shall be effective
as soon as administratively feasible following receipt of
the notice by the Benefit Administrator.
18. Sections 5.4 and 5.5 of the Plan are amended in their
entirety effective as of January 1, 1995, to read as follows:
5.4 Change of Investment Option: Subject to
Section 5.5, a Participant may change his Investment Option
with respect to future Deposits, Company Contributions,
Rollover Contributions and Transfer Contributions, and such
change shall be effective as soon as administratively
feasible following receipt of notice by the Plan. In
addition, subject to Section 5.5, a Participant may transfer
all or a portion of his Account Balance attributable to his
Deposits, Company Contributions, Rollover Contributions and
Transfer Contributions (including his ESOP Account Balance)
from one Investment Option to another, effective as soon as
practicable after receipt of notice by the Plan.
5.5 Election Procedure: The Benefits Advisory
Committee from time to time shall establish rules and
procedures regarding Participant investment directions under
Sections 5.3 and 5.4, including, without limitation, rules
and procedures with respect to the manner in which such
directions may be furnished, the frequency with which such
directions may be changed during the Plan Year and the
minimum portion of a Participant's Account Balance that may
be invested in any one investment fund.
19. Subsections (2) and (3) of Section 5.6 of the Plan
("Valuation of Investment Options") are amended in their entirety
effective as of January 1, 1995, to read as follows:
(2) The Participant's Account Balance will be
determined by applying the closing market price of each
Investment Option in which each Account is invested on each
Valuation Date to the share/unit balance of each Investment
Option in the Account as of the close of business on the
Valuation Date. Each Account will be further adjusted for
withdrawals, distributions and other additions or
subtractions that may be appropriate.
(3) Except as may otherwise be provided by the
Benefits Advisory Committee, Deposits and Company
Contributions shall be credited to each Participant's
Account on the Valuation Date when made, but in no event
shall Deposits be credited later than the last day of the
month in which such Deposits are deducted from the
Participant's Compensation. Such Deposits and Company
Contributions shall be allocated in accordance with the
Investment Option or Options chosen by such Participant as
soon as practicable after the Trustee has received such
amounts and appropriate instructions as to the allocation of
such amounts among the Investment Options.
20. Subsection 4(a) of Section 5.6 of the Plan is amended
in its entirety effective as of January 1, 1995, to read as
follows:
(a) All securities (including Company Stock) and other
property held in such Option shall be valued at fair market
value, or if the market value is not readily ascertainable,
at such amount as shall be deemed by the Trustee to
represent the fair value thereof. The fair market value of
units of an open-end investment company registered under the
Investment Companies Act of 1940 shall be the net asset
value as reported by such investment company, unless
otherwise determined by the Trustee. Brokerage commissions,
transfer taxes, and other charges and expenses in connection
with the purchase, sale or distribution of securities
(including Company Stock) shall be added to the cost or
deducted from the proceeds of such securities, as determined
by the Trustee. The proceeds credited to an Account upon
the sale or redemption of any securities or units shall be
the actual net proceeds.
21. Section 5.7 of the Plan is amended in its entirety
effective as of January 1, 1995, to read as follows:
5.7 Purchase or Sale of Company Stock: Whenever the
Trustee is required to purchase or sell Company Stock for
purposes of distributions, withdrawals, the investment of
Deposits, Company Contributions, Rollover Contributions and
Transfer Contributions the change of Investment Options, or
otherwise, such purchases or sales shall be made either in
the open market, by private purchase from the Company, by
matching purchases and sales of such stock directed by two
or more Participants or Beneficiaries ("Matching") or
otherwise, as the Trustee shall determine in its sole
discretion. The Trustee in its discretion may, in the case
of any Investment Option which requires the purchase by it
of securities (including Company Stock) in the open market,
time the execution of purchase orders for the purpose of
limiting or spreading daily volume of purchase, or otherwise
as it shall deem in the best interest of the Participants
under such Option.
22. Subsection (2) of Section 7.2 of the Plan
("Distributions on Termination of Employment") is deleted from
the Plan, Subsections (1) and (3) of Section 7.2 are amended in
their entirety to read as set forth below, and Subsections (4)
and (5) of Section 7.2 are renumbered as subsections (3) and (4),
respectively, all effective as of January 1, 1993.
(1) In the event of his termination of employment with
the Controlled Group for any reason other than his death, a
Participant shall receive his Vested Interest in a lump sum
payment, unless he elects an optional form of benefit
pursuant to Subsection (2) below. Any amounts distributed
to a Participant pursuant to this Section shall be reduced
to the extent the Participant's Account Balance is subject
to a pledge under Subsection 17.5(1). A Participant who
elects a lump sum payment may elect to receive, to the
extent practicable, any full shares of Company Stock
credited to his Account. Unless a Participant elects shares
of Company Stock, lump sum payments shall be made in cash.
(2) A Participant may elect to receive his benefits
under the Plan in an optional form (a) through the purchase
by the Trustee from an insurance company of an annuity in
one of the following forms:
(i) a life annuity;
(ii) a life annuity with cash refund;
(iii) an annuity for a term certain of at least
five years and life thereafter;
(iv) an annuity for a term certain of at least ten
years and life thereafter;
(v) a joint and survivor annuity with cash
refund;
(vi) a joint and survivor annuity payable to the
Participant for life and thereafter to his
Spouse for the Spouse's life at the rate of
50% of the amount payable to the Participant;
or
(vii) an annuity for a fixed term;
or (b) if he is at least fifty-five years of age when his
employment with the Controlled Group terminates, in equal
installments at least annually over a fixed period of not
longer than the lesser of (i) fifteen years or (ii) the life
expectancy of the Participant. The Vested Interest of a
Participant who elects to receive benefits in the form of
installments shall remain allocated to his Account and shall
continue to be invested pursuant to the Participant's
directions in accordance with the provisions of Article V
until fully distributed to him. Any annuity elected by a
Participant shall be subject to the following conditions:
(a) in the case of a contract purchased for a
Participant and a joint annuitant, the joint
annuitant shall be the Participant's Spouse;
(b) any term certain or fixed term shall not
extend over a period longer than the lesser
of (i) the life expectancy of the Participant
or, if applicable, the life expectancy of the
Participant and his Spouse and (ii) twenty
years reduced by one year for each year the
Participant is over the age of sixty-five
years; and
(c) payment of any cash refund under a life
annuity shall be made within five years of
the death of the Participant, and payment of
any cash refund under a joint and survivor
annuity shall be made within five years of
the death of the last to die of the
Participant and his Spouse.
23. The first sentence of Subsection (4) of Section 7.2
is amended in its entirety effective as of January 1, 1995, to
read as follows:
If a Participant terminates employment on or before
December 31, 1994, the nonvested portion of the
Participant's Account shall be forfeited on the last day of
the Plan Year in which the Participant incurs five
consecutive one-year breaks in service (as such term is
hereinafter defined).
24. Section 7.2 of the Plan ("Distribution on Termination
of Employment") is amended effective as of January 1, 1995, by
the addition of the following subsection:
(5) If a Participant terminates employment after
December 31, 1994, and receives a distribution of the entire
vested portion of his Account, the nonvested portion of the
Participant's Account will be forfeited on the date of such
distribution. If the Participant again becomes an Employee
before incurring five consecutive one-year break in service
years (as defined in Subsection (4) above), the portion of
his Account that was forfeited will be restored, unadjusted
for earnings or losses. If, however, the Participant
terminates employment after December 31, 1994, and does not
receive a distribution of the entire vested portion of his
Account, the nonvested portion will be forfeited on the last
day of the Plan Year in which the Participant incurs five
consecutive one-year breaks in service and the provisions of
Subsection (4) above will apply to the Participant.
25. Section 7.3 of the Plan is amended in its entirety
effective as of January 1, 1995, to read as follows:
7.3 Distributions on Death or Disability: (1) Upon
the death of a Participant prior to the date payments are to
commence under the Plan and before the Trustee has purchased
an annuity contract from an insurance company (if the
Participant had elected an annuity prior to his death), his
Vested Interest shall be paid to his Beneficiary in any form
of payment permitted under the Plan that the Beneficiary
elects in a manner prescribed by the Benefits Advisory
Committee. Any amounts distributed to the Participant's
Beneficiary pursuant to this Subsection shall be reduced to
the extent the Participant's Account Balance is subject to a
pledge under Subsection 17.5(1). Distribution of a
Participant's Vested Interest will be made, or commence, as
soon as practicable after the Participant's death, unless
the Beneficiary defers distribution to a later date (subject
to the restrictions on deferral provided in Section 7.6).
If a Beneficiary who is the Participant's surviving Spouse
defers distribution of the Participant's Vested Interest,
the surviving Spouse may thereafter withdraw such Vested
Interest in whole or in part in accordance with the
provisions of Section 7.7 at any time (with the restrictions
of Section 7.7 applied on the basis of the age the
Participant would have attained on the date of the
withdrawal). If a Beneficiary other than a surviving Spouse
defers distribution, the Beneficiary may thereafter withdraw
such Vested Interest in whole, but not in part, at any time.
(2) A Participant who becomes Disabled (as
defined in Section 1.1) may request a distribution of his
Vested Interest in any form of payment available under
Section 7.2 in the same manner as if the Participant had
terminated employment.
26. Section 7.4 of the Plan, as previously amended by the
Third Amendment to the Plan, is amended in its entirety effective
as of January 1, 1989, except for the first sentence thereof,
which is amended effective as of January 1, 1995, to read as
follows:
7.4 Valuation Upon Distribution: A Participant's
distributable Account Balance shall be valued as of the
latest Valuation Date prior to distribution of the Account
Balance. Unless a Participant defers distribution to a
later date (but not later than April 1 following the
calendar year in which the Participant attains age 70-1/2),
distribution of the Participant's Vested Interest in his
Account will begin no later than the 60th day after the
close of the Plan Year in which occurs the latest of (i) the
date on which the Participant attains the earlier of normal
retirement age or age 65, (ii) the tenth anniversary of the
Plan Year in which the Participant began participation in
the Plan, or (iii) the Participant's termination of
employment.
27. Section 7.5 of the Plan is amended in its entirety
effective as of January 1, 1993, to read as follows:
7.5 Rules Relating to Annuities: (1) If a married
Participant elects to receive his Vested Interest in the
form of an annuity other than the joint and survivor annuity
described in Subsection 7.2(2)(a)(vi), the Participant's
election shall not be effective without the written consent
of his Spouse, witnessed by a Plan representative or a
notary public and acknowledging the effect of such election,
unless it is established to the satisfaction of the
Committee that the consent required by this Subsection
cannot be obtained because (i) there is no Spouse, (ii) the
spouse cannot be located, or (iii) of such other
circumstances as regulations under Section 417 of the Code
set forth. An election under this Section must be made with
the Benefit Administrator within ninety days of the date on
which the Participant would receive his first payment of
benefits under the Plan and must be made on a form provided
by the Benefits Advisory Committee. A Participant may
revoke an election to receive an annuity without the consent
of his Spouse at any time, and any number of times, before
the date on which he would receive his first payment of
benefits under the Plan. If a married Participant revokes a
prior election to receive an annuity, he may elect without
the consent of his Spouse to receive his Vested Interest in
a lump sum payment, installments (if applicable) described
in Subsection 7.2(2)(b) or the joint and survivor annuity
described in Subsection 7.2(2)(a)(vi).
(2) If a Participant who has elected to receive any
form of annuity under Subsection 7.2(2) dies before the
Trustee has purchased the annuity contract from an insurance
company, the Participant's Vested Interest shall be paid to
the Participant's surviving Spouse, if any, and if none, to
the Participant's Beneficiary, in accordance with the
provisions of Section 7.3. If the Participant dies after
the Trustee has purchased the annuity contract, any benefits
payable after the Participant's death shall be determined
under the terms of the annuity contract.
28. The fourth and fifth sentences of Subsection (1) of
Section 7.6 of the Plan ("Timing of Distribution"), as previously
amended by the Third Amendment to the Plan, are amended in their
entirety effective as of January 1, 1989, to read as follows:
If a Participant terminates employment or becomes Disabled
and defers distribution of his Account, the Account shall be
retained and administered under the Plan until the date of
distribution. Such terminated or Disabled Participant shall
continue to have the rights with respect to the election
Investment Options provided in Article V and may withdraw
his Account Balance in whole or in part in accordance with
the provisions of Section 7.7 at any time prior to the date
of distribution.
29. Paragraphs i. and iii. of Section 7.7(1) of the Plan
("Withdrawal of Accounts") are in their entirety effective as of
January 1, 1995, to read as follows:
i. A Participant who has not attained age 59-1/2 may
withdraw, in cash, all or any part of his Account
attributable to, first, After-Tax Additional Deposits and,
second, After-Tax Basic Deposits, including earnings with
respect to both such Deposits; provided, however, that if a
Participant makes such a withdrawal prior to having made
Deposits for twelve months, his right to make further
Deposits shall automatically be suspended for a period of
six calendar months following the month in which such
withdrawal is made and may be reinstated only be executing
and filing an Application for Participation pursuant to
Section 2.3 and, if applicable, a Compensation Reduction and
Deferral Agreement pursuant to Section 2.4.
* * * * *
iii. A Participant who has attained age 59-1/2 (or a
terminated Participant who has attained age 55) as of the
Valuation Date as of which such withdrawal is to be made may
withdraw (in addition to the amounts that may be withdrawn
pursuant to paragraph i. above), in Company Stock or cash
and, in either case, without penalty, all or any part of his
Account attributable to, first, Company Contributions and
earnings thereon, fourth, 401(k) Additional Deposits and
earnings thereon and, fifth, 401(k) Basic Deposits and
earnings thereon.
30. Subsection (3) of Section 7.7 of the Plan ("Withdrawal
of Accounts") is amended in its entirety effective as of
January 1, 1995, to read as follows:
(3) A Participant may make a withdrawal pursuant to
this Section at any time. All withdrawals will be processed
as soon as administratively feasible following approval of
the Participant's withdrawal notice.
31. Article VII of the Plan is amended effective as of
January 1, 1993, by the addition of the following new
Section 7.8:
7.8 Direct Rollovers: (1) Notwithstanding any
other provision of the Plan, for distributions made on or
after January 1, 1993 a Distributee (as hereinafter defined)
may elect, at any time and in the manner prescribed by the
Benefits Advisory Committee, to have any portion of an
Eligible Rollover Distribution (as hereinafter defined) paid
directly to an Eligible Retirement Plan (as hereinafter
defined) specified by the Distributee.
(2) An Eligible Rollover Distribution is any
distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover
Distribution does not include (i) 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 life
expectancies of the Distributee and the Distributee's
designated beneficiary, or for a specified period of ten
years or more, (ii) any distribution to the extent such
distribution is required by Section 401(a)(9) of the Code,
and (iii) the portion of any distribution that is not
includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to
employer securities).
(3) An Eligible Retirement Plan is 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 is a defined contribution plan within the
meaning of Section 414(i) of the Code, that accepts the
Distributee's Eligible Rollover Distribution. However, in
the case of an Eligible Rollover Distribution to a
Participant's surviving Spouse, an Eligible Retirement Plan
is an individual retirement account or individual retirement
annuity.
(4) A Distributee includes a Participant, the
Participant's Spouse, or a Participant's former spouse who
is an alternate payee under a qualified domestic relations
order, as defined in Section 414(p) of the Code.
32. Section 8.4 of the Plan is amended in its entirety
effective as of January 1, 1995, to read as follows:
8.4 Expenses: The expenses of administering the
Plan, including without limitation the fees and expenses of
the Trustee and the expenses of the Benefits Advisory
Committee and Investment Committee properly incurred in the
performance of their duties under the Plan, shall be paid
from the Trust Fund, and all such expenses paid by the
Employers on behalf of the Plan shall be reimbursed from the
Trust Fund, unless the Employers in their own discretion
elect not to submit such expenses to the Trustee for
reimbursement. Notwithstanding the foregoing, the members of
the Committees will not be compensated by the Plan for their
services as Committee members.
33. Article VIII of the Plan ("Administration of the Plan
and Trust Agreement") is amended effective as of January 1, 1989,
by the addition of the following section:
8.8 Correction of Participants' Accounts. If an
error or omission in the administration of the Plan that
affects the Account of a Participant is discovered, the
Benefits Advisory Committee will make such equitable
adjustments in the records of the Plan as may be necessary or
appropriate to correct such error or omission as of the Plan
Year in which such error or omission is discovered. Further,
an Employer may, in its discretion, make a special
contribution to the Plan which will be allocated by the
Benefits Advisory Committee only to the Account of one or
more affected Participants to correct any such administrative
error or omission, and such contribution will not be treated
as a Company Contribution for purposes of Sections 401, 402
and 415 of the Code. In addition, an Employer may designate
at the time of a corrective contribution that all or a
portion of such contribution be treated as a "qualified
matching contribution" or a "qualified nonelective
contribution", in which case the designated contribution will
be 100% nonforfeitable at all times and will be subject to
the distribution and withdrawal restrictions that apply to
401(k) Basic Deposits under Article VII.
34. Article XV of the Plan is amended effective as of
January 1, 1989, by the addition of the following new section:
15.5 Multiple Use of Alternative Limitation.
Multiple use of the alternative limitation of Section 15.1(2)
and 15.2(2) will be limited in accordance with
Section 1.401(m)-2(b) of the Treasury Regulations. If such
limit on multiple use of the alternative limitation would be
exceeded for any Plan Year, the excess will be treated as an
excess aggregate contribution under Section 16.2, and the
Contribution Percentage of all Highly Compensated Employees
will be reduced (beginning with the highest Contribution
Percentage as provided in Section 16.2) so that the limit is
not exceeded.
35. Subsection (2) of Section 17.2 of the Plan ("Amount of
Loans") is amended in its entirety effective as of January 1,
1995, to read as follows:
(2) Except as otherwise determined by the Plan
Administrator and subject to Subsection (1) of this Section,
no more than two Loans (only one of which may be a Home Loan)
may be outstanding with respect to a Participant at any time,
and no Loan shall be made to a Participant who is in default
under a Loan.
36. The phrase "third calendar month" that appears in
Subsection (1) of Section 17.4 of the Plan ("Term of Loan") is
amended in each place it appears effective as of January 1, 1991,
to read "second calendar month," and is further amended in each
place it appears effective as of January 1, 1995, to read "first
calendar month."
37. The amendment to Section 17.5 of the Plan
("Disbursement and Security") made by the Third Amendment to the
Plan is rescinded effective as of January 1, 1993.
38. The phrase "promissory note/loan agreement" that
appears in the first sentence of Subsection (1) of Section 17.5
is amended effective as of January 1, 1991, to read "promissory
note"; and Subsection (4) of Section 17.5 is amended in its
entirety effective as of January 1, 1991, to read as follows:
(4) An account denominated the "Outstanding Loan
Balance" shall be established for each Participant with
respect to whom a Loan is outstanding under the Plan. As of
the Loan Valuation Date, an amount equal to the principal
amount of the Loan shall be transferred from the
Participant's Account to the Participant's Outstanding Loan
Balance, reducing such Account in the following order:
(i) Company Contributions, (ii) 401(k) Basic Deposits,
(iii) 401(k) Additional Deposits, (iv) Rollover Contributions
or Transfer Contributions (other than transfers from the
ESOP), (v) ESOP Account Balance relating to employer
contributions on behalf of the Participant to the ESOP,
(vi) ESOP Account Balance relating to the Participant's
deposits to the ESOP, (vii) After-Tax Basic Deposits and
(viii) After-Tax Additional Deposits; and in each case,
earnings thereon. The amount so transferred shall be
invested solely in the promissory note evidencing the Loan
made to the Participant. Amounts transferred from the
Participant's Account in accordance with the preceding
provisions of this Section shall be deducted on a pro rata
basis from the Investment Options in which such amount is
invested.
39. Subsection (1) of Section 17.7 of the Plan ("Defaults
and Remedies") is amended in its entirety effective as of
January 1, 1995, to read as follows:
(1) Except as otherwise provided in this
Subsection 17.7(1), in the event that a Participant fails to
make any required payment under a Loan, such Participant
shall be deemed to be in default on such Loan. A Loan that
is in default shall become due and payable 30 days after the
Participant terminates employment. A Participant who is on
an unpaid leave of absence shall be permitted to defer Loan
payments until the earliest of (i) termination of employment
or expiration of the leave of absence, (ii) 12 months after
the date of the leave of absence or (iii) the expiration of
the maximum permissible term of the Loan (as set forth in
Subsection 17.4(1)). If a Participant who has been on an
unpaid leave of absence returns to active employment with a
Controlled Group Member, Loan payments will resume and the
amount of each remaining Loan payment will be recalculated to
the extent necessary to amortize the amount of unpaid
principal and interest over a period that does not exceed the
maximum permissible term of the Loan.
40. Clause (d) of the first sentence of Section 17.8
("Loan Rules") is amended in its entirety effective as of
January 1, 1991, to read as follows:
(d) the form and content of the promissory note and
any other documentation required in connection with
Loans,
Executed at Dallas, Texas, this 9th day of December,
1994.
CENTRAL AND SOUTH WEST CORPORATION
By /s/ E. R. Brooks
E. R. Brooks, Chairman,
President and Chief Executive
Officer
<PAGE>
Registration Statement No._____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
_____________________
CENTRAL AND SOUTH WEST CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 51-0007707
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1616 WOODALL RODGERS FREEWAY
DALLAS, TEXAS 75202-1234
(Address of principal executive offices)
CENTRAL AND SOUTH WEST CORPORATION THRIFT PLUS PLAN
(Full title of the Plan)
_____________________
Stephen J. McDonnell, Treasurer
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
(214) 777-1000
(Name, address and telephone number, including area code,
of agent for service)
Copies to:
Robert B. Williams, Esq. Joris M. Hogan, Esq.
Milbank, Tweed, Hadley & McCloy Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza 1 Chase Manhattan Plaza
New York, New York 10005 New York, New York 10005
(212) 530-5000 (212) 530-5000
CALCULATION OF REGISTRATION FEE
______________________________________________________________________________
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered(a) Price per Offering
Share(b) Price(b)
______________________________________________________________________________
Common Stock,
$3.50 par value 5,000,000 shares $ 26.63 $133,150.00 $26,630.00
per share
______________________________________________________________________________
(a) 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 plan described
herein.
(b) Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose
of calculating the amount of the registration fee, based on the average
of the high and low prices of the Common Stock as reported by the New
York Stock Exchange on November 14, 1995.
Item 1. Plan Information
Central and South West Corporation (the "Company") has delivered or will
cause to be delivered to each participant of the Plan covered by this
Registration Statement, the Prospectus relating thereto.
Item 2. Registrant Information and Employee Plan Annual Information
The Company will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in the Prospectus and such Registration Statement
other than exhibits to such information if such exhibits are not themselves
incorporated by reference in such information. Such requests should be
directed to the Secretary, Central and South West Corporation, 1616 Woodall
Rodgers Freeway, Dallas, Texas, 75202-1234, (214) 777-1000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1995, June 30, 1995 and September 30, 1995.
(c) The Company's Current Reports on Form 8-K dated January 17, 1995,
April 6, 1995, May 23, 1995, June 9, 1995, July 10, 1995, September 6,
1995, September 27, 1995, September 28, 1995 and October 12, 1995.
(d) The Form 11-K Annual Report for the Plan for 1994.
(e) The description of the Common Stock which is contained in the
Corporation's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the Registration Statement which indicates that all of
the shares of Common Stock of the Company offered hereunder have been sold or
which deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement by reference and
to be part hereof from the date of filing such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, the state of
incorporation of the Company, confers broad powers upon corporations
incorporated in that State with respect to indemnification of any person
against liabilities incurred by reason of the fact that such person is or was
a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation or other business entity. The provisions of
Section 145 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
The Second Restated Certificate of Incorporation of the Company, as
amended, contains a provision that eliminates the personal liability of the
Company's directors to the Company or its stockholders for or with respect to
any acts or omissions in the performance of his or her duties as a director of
the Company to the full extent permitted by the Delaware General Corporation
Law.
The Second Restated Certificate of Incorporation, as amended, and Bylaws
of the Company provide that directors and officers of the Company shall be
indemnified to the fullest extent permitted by the laws of the State of
Delaware against liability for certain of their acts. In addition, the
Company has purchased Directors and Officers liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
4. Second Restated Certificate of Incorporation of the Company, as
amended (incorporated herein by reference to Exhibits 3.1 and 3.2
to the Company's Form 10-Q for the Quarter ended June 30, 1995,
File No. 1-1443).
5. Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of
the Common Stock of the Company being registered and to be issued
by the Company.
23.1 Consent of Arthur Andersen LLP.
23.2 The consent of Milbank, Tweed, Hadley & McCloy is contained in its
opinion filed as Exhibit 5 to this Registration Statement.
24. Power of Attorney (included on the signature page of this
Registration Statement).
The undersigned registrant hereby undertakes that the Plan, and each
amendment thereto adopted before the date hereof, has been submitted to the
Internal Revenue Service (the "IRS") in a timely manner in order to request a
favorable determination regarding the continued qualification of the Plan
under Section 401(a) of the Internal Revenue Code of 1986, as amended, and
that all changes to the Plan required by the IRS in order to maintain such
qualification have been or will be made in a timely manner.
Item 9. Undertakings
(a) 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 acts 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) do not apply if the registration
statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
2. That, for the purposes 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 which remain unsold at the termination of
the offering.
(b) 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.
(c) 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 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than 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
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 Dallas, State of Texas, on
November 14, 1995.
CENTRAL AND SOUTH WEST CORPORATION
By:/s/Stephen J. McDonnell
Stephen J. McDonnell
Treasurer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Glenn D. Rosilier, Stephen J. McDonnell and Stephen D. Wise jointly
and severally, his or her attorney-in-fact, each with full power of
substitution, to file one or more amendments (including post-effective
amendments) to the Registration Statement, which amendments may make such
changes in the Registration Statement as such attorney-in-fact deems
appropriate, and to execute in the name and on behalf of each such person,
individually and in each capacity stated below, any such amendments to the
registration statement. Each person whose signature appears below hereby
ratifies and confirms all that each of the said attorneys-in-fact, or such
person's substitute or substitutes, may do or cause to be done by virtue
hereof.
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 __, 1995.
Signature Title
/s/E.R. Brooks Chairman of the Board,
E.R. Brooks President, Chief Executive
Officer and Director
(principal executive
officer)
/s/Harry D. Mattison Executive Vice President
Harry D. Mattison and Director
/s/Thomas V. Shockley, III Executive Vice President
Thomas V. Shockley, III and Director
/s/Glenn D. Rosilier Senior Vice President and
Glenn D. Rosilier Chief Financial Officer
(principal financial
officer)
/s/Wendy G. Hargus Controller
Wendy G. Hargus (principal accounting
officer)
______________________ Director
Glenn Biggs
/s/ Molly Shi Boren Director
Molly Shi Boren
______________________ Director
Donald M. Carlton
______________________ Director
Joe H. Foy
/s/ Robert W. Lawless Director
Robert W. Lawless
/s/ James L. Powell Director
James L. Powell
/s/ J.C. Templeton Director
J.C. Templeton
/s/ Lloyd D. Ward Director
Lloyd D. Ward
______________________ Director
Thomas H. Cruikshank
EXHIBIT INDEX
4. Second Restated Certificate of Incorporation of the Company, as amended
(incorporated herein by reference to Exhibits 3.1 and 3.2 to the
Company's Form 10-Q for the Quarter ended June 30, 1995, File No. 1-
1443).
5. Opinion of Milbank, Tweed, Hadley & McCloy as to the legality of the
Common Stock of the Company being registered and to be issued by the
Company.
23.1 Consent of Arthur Andersen LLP.
23.2 The consent of Milbank, Tweed, Hadley & McCloy is contained in its
opinion filed as Exhibit 5 to this Registration Statement.
24. Power of Attorney (included on the signature page of this Registration
Statement).
EXHIBIT 5
---------
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005-1413
November 17, 1995
Central and South West Corporation
1616 Woodall Rodgers Freeway
Dallas, Texas 75202-1234
Re: Registration Statement on Form S-8 of
the Central and South West Corporation
(the "Company")
Ladies and Gentlemen:
We have acted as counsel for the Company and, in that capacity, we
have been requested to provide this opinion with respect to Common Stock of
the Company, $3.50 par value per share, issuable under its Thrift Plus Plan
(the "Plan"). We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such public and corporate records,
certificates, instruments and other documents and have considered such
questions of law as we have deemed relevant and necessary as a basis for the
opinion thereinafter expressed. In particular, but without limitation, we
have examined a copy of the Registration Statement on Form S-8, relating to
the Plan to be filed by the Company with the Securities and Exchange
Commission (the "Commission") on or about November 14, 1995 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 5,000,000 shares of Common Stock of the Company.
Based and relying upon the foregoing, we are of the opinion that
up to 5,000,000 shares of Common Stock of the Company to which the above-
mentioned Registration Statement relates, and which may be issued by the
Company under the Plan, will, when and to the extent issued by the Company in
accordance with the terms of the Plan for consideration in excess of the par
value thereof, be validly issued as fully paid and non-assessable shares.
This opinion is limited to the laws of the State of New York, the
General Corporation Law of the State of Delaware and the federal laws of the
United States applicable therein.
This opinion is addressed to you solely in connection with the
matters referred to herein and is not to be relied upon by any other person,
except the New York Stock Exchange and the Commission, or for any other
purpose.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendment thereto, and the
Prospectus relating thereto.
Sincerely yours,
/s/MILBANK, TWEED,HADLEY & MCCLOY
Milbank, Tweed, Hadley & McCloy
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 13,
1995, included in Central and South West Corporation's Annual Report on Form
10-K for the year ended December 31, 1994, and to all references to our firm
included in this registration statement.
/s/ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Dallas, Texas
November 17, 1995
<PAGE>
<PAGE> 1
INDEX EXHIBIT 8
TO
FINANCIAL STATEMENTS Page
Number
CENTRAL AND SOUTH WEST CORPORATION AND SUBSIDIARY COMPANIES
Consolidated Balance Sheets - Per Books and Pro Forma
as of September 30, 1995 2 - 3
Consolidated Statement of Income for the Twelve Months Ended
September 30, 1995 4
Consolidated Statement of Retained Earnings for the Twelve Months
Ended September 30, 1995 5
Statements of Long-Term Debt Outstanding as of September 30, 1995 6 - 9
Statements of Preferred Stock Outstanding as of September 30, 1995 10
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Balance Sheets - Per Books and Pro Forma as of September 30, 1995 11
Statement of Income for the Twelve Months Ended September 30, 1995 12
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS 13
STATEMENT OF CHANGES 14
CAPITALIZATION RATIOS - Per books and Pro forma 15
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 16
<PAGE> 2
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
----------- ----------- -----------
ASSETS
PLANT
Electric utility
Production $5,851 $5,851
Transmission 1,442 1,442
Distribution 2,641 2,641
General 807 807
Construction work in progress 441 441
Nuclear fuel 164 164
Gas 840 840
Other diversified 17 17
---------- ---------- ----------
12,203 0 12,203
Less - Accumulated depreciation 4,146 4,146
---------- ---------- ----------
8,057 0 8,057
---------- ---------- ----------
CURRENT ASSETS
Cash and temporary cash investments 61 133 194
Accounts receivable 1,006 1,006
Materials and supplies, at average cost 169 169
Electric fuel inventory, substantially at
average cost 133 133
Gas inventory/products for resale 28 28
Accumulated deferred income taxes 34 34
Prepayments and other 52 52
---------- ---------- ----------
1,483 133 1,616
---------- ---------- ----------
DEFERRED CHARGES AND OTHER ASSETS
Deferred plant costs 515 515
Mirror CWIP asset - net 314 314
Other non-utility investments 328 328
Income tax related regulatory assets, net 278 278
Other 321 321
---------- ---------- ----------
1,756 0 1,756
---------- ---------- ----------
$11,296 $133 $11,429
========== ========== ==========
<PAGE> 3
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
----------- ----------- -----------
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common Stock Equity -
Common stock, $3.50 par value,
authorized 350,000,000 shares;
issued and outstanding 192,300,000
shares $673 $17 $690
Paid-in capital 597 116 713
Retained earnings 1,914 1,914
---------- ---------- ----------
Total Common Stock Equity 3,184 133 3,317
Preferred stock
Not subject to mandatory redemption 292 292
Subject to mandatory redemption 34 34
Long-term debt 3,001 3,001
---------- ---------- ----------
Total Capitalization 6,511 133 6,644
---------- ---------- ----------
CURRENT LIABILITIES
Long-term debt/preferred stock
due within twelve months 32 32
Short-term debt 758 758
Short-term debt - CSW Credit 786 786
Accounts payable 253 253
Accrued taxes 167 167
Accrued interest 70 70
Refund due customers 22 22
Over-recovered fuel costs 35 35
Other 124 124
---------- ---------- ----------
2,247 0 2,247
---------- ---------- ----------
DEFERRED CREDITS
Income taxes 2,111 2,111
Investment tax credits 309 309
Mirror CWIP liability and other 118 118
---------- ---------- ----------
2,538 0 2,538
---------- ---------- ----------
$11,296 $133 $11,429
========== ========== ==========
<PAGE> 4
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
OPERATING REVENUES $3,456
----------
OPERATING EXPENSES AND TAXES
Fuel and purchased power 1,040
Gas purchased for resale 277
Gas extraction and marketing 110
Other operating 536
Charges for terminated merger 42
Maintenance 165
Depreciation and amortization 372
Taxes, other than federal income 184
Federal income taxes 93
----------
2,819
----------
OPERATING INCOME 637
----------
OTHER INCOME AND DEDUCTIONS
Mirror CWIP liability amortization 48
Other 63
----------
111
INCOME BEFORE INTEREST CHARGES 748
----------
INTEREST CHARGES
Interest on long-term debt 227
Interest on short-term debt and other 99
----------
326
----------
NET INCOME 422
Preferred stock dividends 18
----------
NET INCOME FOR COMMON STOCK $404
==========
<PAGE> 5
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
RETAINED EARNINGS AT SEPTEMBER 30, 1994 $1,841
Add: Net income for common stock 404
----------
2,245
Deduct: Common stock dividends 328
True-up of proir period liability 4
----------
RETAINED EARNINGS AT SEPTEMBER 30, 1995 $1,913
==========
<PAGE> 6
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
CENTRAL POWER AND LIGHT COMPANY
First mortgage bonds -
Series J, 6-5/8%, due January 1, 1998 $28
Series L, 7%, due February 1, 2001 36
Series T, 7-1/2%, due December 15, 2014 112
Series AA, 7-1/2%, due March 1, 2020 50
Series BB, 6%, due October 1, 1997 200
Series CC, 7-1/4%, due October 1, 2004 100
Series DD, 7-1/8%, due December 1, 1999 25
Series EE, 7-1/2%, due December 1, 2002 115
Series FF, 6-7/8%, due February 1, 2003 50
Series GG, 7-1/8%, due February 1, 2008 75
Series HH, 6%, due April 1, 2000 100
Series II, 7-1/2%, due April 1, 2023 100
Series JJ, 7-1/2%, due May 1, 1999 100
Series KK, 6-5/8%, due July 1, 2005 200
Installment sales agreements -
Pollution control bonds
Series 1974 7-1/8%, due June 1, 2004 8
Series 1977 6%, due November 1, 2007 34
Series 1984 7-7/8%, due September 15, 2014 6
Series 1986 7-7/8%, due December 1, 2016 60
Series 1993 6%, due July 1, 2028 120
Series 1995 6-1/10%, due July 28, 2028 101
Unamortized discount (6)
Unamortized costs of reacquired debt (97)
Amount to be redeemed within one year 1
----------
$1,518
----------
<PAGE> 7
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
PUBLIC SERVICE COMPANY OF OKLAHOMA
First mortgage bonds -
Series J, 5-1/4%, due March 1, 1996 $25
Series K, 7-1/4%, due January 1, 1999 25
Series L, 7-3/8%, due March 1, 2002 30
Series S, 7-1/4%, due July 1, 2003 65
Series T, 7-3/8%, due December 1, 2004 50
Series U, 6-1/4%, due April 1, 2003 35
Series V, 7-3/8%, due April 1, 2023 100
Series W, 6-1/2%, due June 1, 2005 50
Installment sales agreements -
Pollution control bonds
Series A, 5.9%, due December 1, 2007 35
Series 1984 7-7/8, due December 15, 2014 13
Unamortized discount (5)
Unamortized costs of reacquired debt (19)
Amount to be redeemed within one year (25)
----------
$379
----------
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
SOUTHWESTERN ELECTRIC POWER COMPANY
First mortgage bonds -
Series V, 7-3/4%, due June 1, 2004 $40
Series W, 6-1/8%, due December 1, 1999 40
Series X, 7%, due September 1, 2007 90
Series Y, 6-5/8%, due February 1, 2003 55
Series Z, 7-1/4%, due July 1, 2023 45
Series AA, 5-1/4%, due April 1, 2000 45
Series BB, 6-7/8%, due October 1, 2025 80
1976 Series A, 6.2%, due November 1, 2006 7
1976 Series B, 6.2%, due November 1, 2006 1
Installment sales agreements -
Pollution control bonds
1978 Series A, 6%, due January 1, 2008 14
Series 1986, 8.2%, due July 1, 2014 82
1991 Series A, 8.2%, due August 1, 2011 17
1991 Series B, 6.9%, due November 1, 2004 12
Series 1992, 7.6%, due January 1, 2019 54
Bank loan, variable rate, due June 15, 2000 50
Railcar lease obligations 14
Unamortized discount and premium (3)
Unamortized costs of reacquired debt (44)
Amount to be redeemed within one year (4)
----------
595
----------
WEST TEXAS UTILITIES COMPANY
First mortgage bonds -
Series 0, 9-1/4%, due December 1, 2019 53
Series P, 7-3/4%, due July 1, 2007 25
Series Q, 6-7/8%, due October 1, 2002 35
Series R, 7%, due October 1, 2004 40
Series S, 6-1/8%, due February 1, 2004 40
Series T, 7-1/2%, due April 1, 2000 40
Installment sales agreement -
Pollution control bonds
Series 1984, 7-7/8%, due September 15, 2014 44
Unamortized discount and premium (1)
Unamortized costs of reacquired debt (26)
Amount to be redeemed within one year (1)
----------
$249
----------
<PAGE> 9
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF LONG-TERM DEBT OUTSTANDING (Continued)
AS OF SEPTEMBER 30, 1995
UNAUDITED
(millions)
TRANSOK, INC.
Note payable, 8.960%, due April 17, 2017 $15
Note payable, 8.280%, due April 16, 2007 3
Note payable, 8.130%, due April 16, 2002 3
Note payable, 8.125%, due April 22, 2002 17
Note payable, 8.900%, due May 21, 2012 5
Note payable, 7.810%, due May 20, 1999 3
Note payable, 8.250%, due May 20, 2004 1
Note payable, 8.170%, due May 22, 2003 2
Note payable, 7.750%, due May 21, 1999 5
Note payable, 8.170%, due May 28, 2004 2
Note payable, 8.280%, due June 3, 2003 4
Note payable, 8.340%, due June 2, 2004 2
Note payable, 8.350%, due August 27, 2012 5
Note payable, 7.350%, due August 26, 2002 5
Note payable, 7.330%, due August 26, 2002 1
Note payable, 7.320%, due August 28, 2002 14
Note payable, 6.750%, due December 1, 1999 15
Note payable, 7.800%, due March 1, 2004 10
Note payable, 7.770%, due March 1, 2004 3
Note payable, 7.780%, due December 15, 2004 2
Note payable, 7.730%, due December 15, 2004 1
Note payable, 7.670%, due March 1, 2004 1
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due May 15, 2002 5
Note payable, 7.650%, due December 23, 2003 11
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.850%, due March 18, 2005 1
Note payable, 6.900%, due March 1, 2005 6
Note payable, 6.990%, due March 24, 2005 5
Note payable, 6.860%, due March 28, 2005 12
Note payable, 7.750%, due April 24, 2023 10
Note payable, 6.840%, due April 25, 2005 3
Note payable, 7.750%, due April 26, 2023 5
Note payable, 6.810%, due April 26, 2003 7
Note payable, 6.600%, due April 29, 2003 2
Note payable, 6.710%, due April 30, 2004 1
Note payable, 6.930%, due May 5, 2005 1
Note payable, 7.070%, due May 5, 2008 1
Note payable, 7.000%, due January 12, 2004 5
----------
200
CENTRAL AND SOUTH WEST SERVICES, INC. ----------
Term loan facility, Variable rate, due
December 1, 2001 60
----------
60
----------
TOTAL CONSOLIDATED $3,001
==========
<PAGE> 10
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
STATEMENT OF PREFERRED STOCK OUTSTANDING
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
NOT SUBJECT TO MANDATORY REDEMPTION
CENTRAL POWER AND LIGHT COMPANY
4.00% Series, 100,000 shares $10
4.20% Series, 75,000 shares 8
7.12% Series, 260,000 shares 26
8.72% Series, 500,000 shares 50
Auction Money Market, 750,000 shares 75
Auction Series A, 425,000 shares 42
Auction Series B, 425,000 shares 42
Issuance expense (3)
----------
250
----------
PUBLIC SERVICE COMPANY OF OKLAHOMA
4.00% Series, 97,900 shares 10
4.24% Series, 100,000 shares 10
----------
20
----------
SOUTHWESTERN ELECTRIC POWER COMPANY
5.00% Series, 75,000 shares 8
4.65% Series, 25,000 shares 2
4.28% Series, 60,000 shares 6
----------
16
----------
WEST TEXAS UTILITIES COMPANY
4.40% Series, 60,000 shares 6
----------
Total Consolidated 292
==========
SUBJECT TO MANDATORY REDEMPTION
SOUTHWESTERN ELECTRIC POWER COMPANY
6.95% Series, 364,000 shares 36
Amount to be redeemed within one year (2)
----------
Total Consolidated $34
==========
<PAGE> 11
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
BALANCE SHEETS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
UNAUDITED
(Millions)
Per Pro Forma Pro
Books Adjustments Forma
----------- ----------- -----------
ASSETS
Electric Utility
General $4 $4
Less - Accumulated depreciation (1) (1)
---------- ---------- ----------
NET PLANT 3 0 3
INVESTMENTS IN COMMON STOCK
OF SUBSIDIARY COMPANIES (at equity) 3,396 3,396
---------- ---------- ----------
CURRENT ASSETS
Cash and temporary cash investments 28 133 161
Advances to affiliates 323 323
Accounts receivable - Affiliated 206 206
Prepayments and other 6 6
---------- ---------- ----------
563 133 696
---------- ---------- ----------
DEFERRED CHARGES AND OTHER ASSETS 50 50
---------- ---------- ----------
$4,012 $133 $4,145
========== ========== ==========
COMMON STOCK EQUITY
Common stock, $3.50 par value;
authorized 350,000,000 shares;
issued and outstanding 192,300,000
shares $673 $17 $690
Paid-in capital 597 116 713
Retained earnings 1,914 1,914
---------- ---------- ----------
Total capitalization 3,184 133 3,317
---------- ---------- ----------
CURRENT LIABILITIES
Short-term debt 758 758
Accounts payable and other 40 40
---------- ---------- ----------
798 0 798
---------- ---------- ----------
DEFERRED CREDITS 30 30
---------- ---------- ----------
$4,012 $133 $4,145
========== ========== ==========
<PAGE> 12
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
STATEMENT OF INCOME
FOR THE TWELVE MONTHS ENDED SEPTEMBER 30, 1995
UNAUDITED
(Millions)
INCOME
Equity in earnings of subsidiaries
Central Power and Light Company $195
Public Service Company of Oklahoma 86
Southwestern Electric Power Company 122
West Texas Utilities Company 38
Transok, Inc. 25
CSW Credit, Inc. 7
CSW Energy, Inc. 8
CSW Leasing, Inc. 1
CSW International, Inc. (3)
CSW Communications, Inc. (1)
Central and South West Services, Inc. 0
Other Income 40
----------
518
----------
EXPENSES AND TAXES
General and administrative expenses 83
Interest expense 51
Federal income taxes (20)
Other 0
----------
114
----------
NET INCOME $404
==========
<PAGE> 13
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
PRO FORMA ADJUSTMENTS TO BALANCE SHEETS
SEPTEMBER 30, 1995
UNAUDITED
(Millions)
DR CR
------------------------
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
Cash 133
Common Stock 17
Paid-in Capital 116
(To record sale of common stock to Thrift Plan)
CENTRAL AND SOUTH WEST CORPORATION (CORPORATE)
Cash 133
Common Stock 17
Paid-in Capital 116
(To record sale of common stock to Thrift Plan)
<PAGE> 14
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
There have been no significant changes in the financial statements of
Central and South West Corporation and subsidiary companies subsequent to
September 30, 1995, other than in the ordinary course of business, except for
the SEEBOARD Tender Offer. See CSW Combined Quarterly Report on Form 10-Q
for the quarter ended September 30, 1995.
<PAGE> 15
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
CAPITALIZATION RATIOS
PER BOOKS AND PRO FORMA
AS OF SEPTEMBER 30, 1995
Common
Stock Preferred Long-term
Equity Stock Debt(*)
-------------------------------------
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Per books 48.9% 5.0% 46.1%
Central and South West Corporation
and Subsidiary Companies
(Consolidated) Pro forma 49.9% 4.9% 45.2%
Central and South West Corporation
(Corporate) Per books 100.0% 0.0% 0.0%
Central and South West Corporation
(Corporate) Pro forma 100.0% 0.0% 0.0%
<PAGE> 16
CENTRAL AND SOUTH WEST CORPORATION
AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The notes to consolidated financial statements included in Central and
South West Corporation's 1994 Annual Report on Form 10-K are hereby
incorporated by reference and made a part of this report.
Page
Reference
1994 Annual Report on Form 10-K pages 2-31 through 2-66
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 001
<NAME> CSW CONSOLIDATED
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 7,433 7,433
<OTHER-PROPERTY-AND-INVEST> 624 624
<TOTAL-CURRENT-ASSETS> 1,483 1,616
<TOTAL-DEFERRED-CHARGES> 515 515
<OTHER-ASSETS> 1,241 1,241
<TOTAL-ASSETS> 11,296 11,429
<COMMON> 673 690
<CAPITAL-SURPLUS-PAID-IN> 597 713
<RETAINED-EARNINGS> 1,914 1,914
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,184 3,317
34 34
292 292
<LONG-TERM-DEBT-NET> 2,940 2,940
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 50 50
<COMMERCIAL-PAPER-OBLIGATIONS> 1,544 1,544
<LONG-TERM-DEBT-CURRENT-PORT> 26 26
2 2
<CAPITAL-LEASE-OBLIGATIONS> 11 11
<LEASES-CURRENT> 4 4
<OTHER-ITEMS-CAPITAL-AND-LIAB> 3,209 3,209
<TOT-CAPITALIZATION-AND-LIAB> 11,296 11,429
<GROSS-OPERATING-REVENUE> 3,456 0
<INCOME-TAX-EXPENSE> 93 0
<OTHER-OPERATING-EXPENSES> 2,726 0
<TOTAL-OPERATING-EXPENSES> 2,819 0
<OPERATING-INCOME-LOSS> 637 0
<OTHER-INCOME-NET> 111 0
<INCOME-BEFORE-INTEREST-EXPEN> 748 0
<TOTAL-INTEREST-EXPENSE> 326 0
<NET-INCOME> 422 0
18 0
<EARNINGS-AVAILABLE-FOR-COMM> 404 0
<COMMON-STOCK-DIVIDENDS> 328 0
<TOTAL-INTEREST-ON-BONDS> 227 0
<CASH-FLOW-OPERATIONS> 739 0
<EPS-PRIMARY> 2.11 0
<EPS-DILUTED> 2.11 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000018540
<NAME> CSW CORP
<MULTIPLIER> 1,000,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> SEP-30-1995 SEP-30-1995
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3 3
<OTHER-PROPERTY-AND-INVEST> 3,396 3,396
<TOTAL-CURRENT-ASSETS> 563 696
<TOTAL-DEFERRED-CHARGES> 50 50
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 4,012 4,145
<COMMON> 673 690
<CAPITAL-SURPLUS-PAID-IN> 597 713
<RETAINED-EARNINGS> 1,914 1,914
<TOTAL-COMMON-STOCKHOLDERS-EQ> 3,184 3,317
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 758 758
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 70 70
<TOT-CAPITALIZATION-AND-LIAB> 4,012 4,145
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> (20) 0
<OTHER-OPERATING-EXPENSES> 83 0
<TOTAL-OPERATING-EXPENSES> 63 0
<OPERATING-INCOME-LOSS> (63) 0
<OTHER-INCOME-NET> 518 0
<INCOME-BEFORE-INTEREST-EXPEN> 455 0
<TOTAL-INTEREST-EXPENSE> 51 0
<NET-INCOME> 404 0
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 404 0
<COMMON-STOCK-DIVIDENDS> 328 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 416 0
<EPS-PRIMARY> 2.11 0
<EPS-DILUTED> 2.11 0
</TABLE>
