<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1994.
Registration No. 33-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
---------------
DOW JONES & COMPANY, INC.
(Exact name of issuer as specified in its charter)
Delaware 13-5034940
(State of incorporation) (I.R.S. Employer Identification Number)
200 Liberty Street
New York, New York 10281
(Address of principal executive offices, including zip code)
DOW JONES PROFIT SHARING RETIREMENT PLAN
(Full title of plan)
KEVIN J. ROCHE
Vice President/Finance
Chief Financial Officer
Dow Jones & Company, Inc.
200 Liberty Street
New York, New York 10281
212/416-2000
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be registered to be offering price aggregate registration
registered(1) per share(2) offering price(2) fee(2)
<S> <C> <C> <C> <C>
Common Stock - par value $1.00 per share 250,000 $30.25 $7,562,500 $2,607
Interests in Dow Jones Profit Sharing * * * *
Retirement Plan*.......................
===============================================================================================================
</TABLE>
* Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the Dow Jones Profit Sharing Retirement Plan.
<PAGE>
(1) Based on Dow Jones & Company, Inc.'s estimate of the number of shares of
Common Stock that will be purchased pursuant to the Dow Jones Common Stock
Fund, one of the investment options under the Dow Jones Profit Sharing
Retirement Plan. Pursuant to Rule 416(a), there is also registered such number
of additional shares of Common Stock that may become available for purchase
under the Dow Jones Profit Sharing Retirement Plan in the event of certain
changes in the outstanding shares of Common Stock, including among other
things, reorganizations, recapitalizations, restructurings, mergers, stock
dividends, stock splits and reclassifications.
(2) Computed in accordance with Rule 457(h) and Rule 457(c), based upon a
price of $30.25 per share, the average of the high and low prices for the
Common Stock reported in the consolidated reporting system on August 12, 1994.
================================================================================
<PAGE>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated herein by reference:
(i) The Annual Report on Form 10-K of Dow Jones & Company, Inc. (the
"Company") for the year ended December 31, 1993 filed pursuant to Section 13 of
the Securities Exchange Act of 1934;
(ii) The Company's Quarterly Reports for the quarters ended March 31, 1994
and June 30, 1994 filed on Form 10-Q pursuant to Section 13 of the Securities
Exchange Act of 1934; and
(iii) The description of the Common Stock of the Company, par value $1.00
per share, contained in the Registration Statement with respect thereto filed on
Form 8-A pursuant to the Securities Exchange Act of 1934 and the designation of
the Class B Common Stock of the Company, par value $1.00 per share, contained in
the Registration Statement with respect thereto filed on Form 8-A pursuant to
the Securities Exchange Act of 1934.
All documents filed by the Company or the Plan pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of
this Registration Statement, and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities registered hereunder then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for 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
earlier statement. Any 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 permits indemnification of
officers, directors, employees and agents prosecuted in a criminal action or
sued in a civil action or proceeding, including, under certain circumstances,
suits by or in the right of the Company, for any expenses, including attorneys'
fees, or any liabilities which may be incurred in consequence of such action or
proceeding, under the conditions stated in that action.
Section 32 of the Company's bylaws provides for indemnification of officers
and directors to the full extent permitted by the Delaware General Corporation
Law.
The Company maintains directors' and officers' liability and corporation
reimbursement insurance for the benefit of the Company and its directors and
officers. The policy provides coverage for certain amounts paid as
indemnification pursuant to the provisions of Delaware law and the Company's
bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 The Restated Certificate of Incorporation of the Company, as
amended, is hereby incorporated herein by reference to its
Form 10-Q for the quarter ended March 31, 1988.
<PAGE>
3.2 The By-laws of the Company are hereby incorporated herein
by reference to Exhibit 19.2 to its Form 10-Q for the quarter
ended September 30, 1987.
4.1 Dow Jones Profit Sharing Retirement Plan.
4.2 Trust Agreement between Fidelity Management Trust Company
and Dow Jones & Company, Inc., as amended.
8.0 The Company undertakes to submit the Plan and any
amendments thereto to the Internal Revenue Service in a timely
manner and to make all changes required by the Internal
Revenue Service in order to qualify the Plan.
23 Consent of Coopers & Lybrand L.L.P., independent accountants
24 Power of Attorney (included in signature pages hereto)
ITEM 9. UNDERTAKINGS.
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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.
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 registrant's bylaws, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE>
OTHER
EXPERTS.
The consolidated financial statements and related financial statement
schedules included or incorporated by reference in the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 have been audited by Coopers &
Lybrand, independent accountants, whose reports thereon are incorporated herein
by reference. Such financial statements and schedules have been so incorporated
in reliance upon the reports of Coopers & Lybrand given upon their authority as
experts in auditing and accounting. The consolidated financial statements of
the Company and its subsidiaries, and the Plan, for each future fiscal year, and
the report of the Company's and the Plan's independent accountants retained for
such fiscal year, will be incorporated herein by reference, provided that such
accountants have consented to the use of their reports thereon, in reliance upon
the authority of such accountants as experts in auditing and accounting.
<PAGE>
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 New York, State of New York, on August 16, 1994.
DOW JONES & COMPANY, INC.
By /s/ KEVIN J. ROCHE
-------------------------------
Kevin J. Roche
Vice President/Finance and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter R. Kann and Kenneth L. Burenga and
each of them (with full power to each of them to act alone), such person's
attorney-in-fact, each with power of substitution, for such person in any and
all capacities, to sign any amendments to this Registration Statement, and to
file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his 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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
1. Principal executive officer
/s/ PETER R. KANN Chief Executive Officer August 16, 1994
- ---------------------------------- and Director
Peter R. Kann
2. Principal financial officer
/s/ KEVIN J. ROCHE Vice President/Finance and August 16, 1994
- ---------------------------------- Chief Financial Officer
Kevin J. Roche
3. Principal accounting officer
/s/ THOMAS G. HETZEL Comptroller August 16, 1994
- ----------------------------------
Thomas G. Hetzel
/s/ RAND V. ARASKOG Director August 16, 1994
- ----------------------------------
Rand V. Araskog
/s/ KENNETH L. BURENGA Director August 16, 1994
- ----------------------------------
Kenneth L. Burenga
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ------ ----
<S> <C> <C>
/s/ WILLIAM C. COX, JR. Director August 16, 1994
- ----------------------------
William C. Cox, Jr.
/s/ VERNON E. JORDAN, JR. Director August 16, 1994
- ----------------------------
Vernon E. Jordan, Jr.
/s/ DAVID K. P. LI Director August 16, 1994
- ----------------------------
David K. P. Li
/s/ RENE C. MCPHERSON Director August 16, 1994
- ----------------------------
Rene C. McPherson
/s/ JAMES H. OTTAWAY, JR. Director August 16, 1994
- ----------------------------
James H. Ottaway, Jr.
/s/ DONALD E. PETERSEN Director August 16, 1994
- ----------------------------
Donald E. Petersen
/s/ WARREN H. PHILLIPS Director August 16, 1994
- ----------------------------
Warren H. Phillips
/s/ JAMES Q. RIORDAN Director August 16, 1994
- ----------------------------
James Q. Riordan
/s/ CARL M. VALENTI Director August 16, 1994
- ----------------------------
Carl M. Valenti
/s/ RICHARD D. WOOD Director August 16, 1994
- ----------------------------
Richard D. Wood
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plan
Committee of the Dow Jones Profit Sharing Retirement Plan has duly caused this
Registration Station to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of South Brunswick, State of New Jersey, on August
16, 1994.
DOW JONES PROFIT SHARING RETIREMENT PLAN
By /s/ LEONARD E. DOHERTY
-----------------------------------
Leonard E. Doherty
Chairman, Plan Committee
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
<S> <C> <C>
Exhibit Number Document Method of Filing
3.1 The Restated Certificate of Not Applicable
Incorporation of the Company, as
amended, is hereby incorporated
herein by reference to its Form
10-Q for quarter ended March 31,
1988.
3.2 The By-laws of the Company are Not Applicable
hereby incorporated herein by
reference to Exhibit 19.2 to its
Form 10-Q for the quarter ended
September 30, 1987.
4.1 Dow Jones Profit Sharing and Electronic
Retirement Plan
4.2 Trust Agreement between Fidelity Electronic
Management Trust Company and Dow
Jones & Company, Inc., as amended
8.0 The Company undertakes to submit Not Applicable
the Plan and any amendments
thereto to the Internal Revenue
Service in a timely manner and
to make all changes required by
the Internal Revenue Service in
order to qualify the Plan.
23 Consent of Coopers & Lybrand L.L.P., Electronic
independent accountants
24 Power of Attorney Electronic
(included in signature page
hereto)
</TABLE>
<PAGE>
EXHIBIT 4.1
DOW JONES PROFIT-SHARING RETIREMENT PLAN
Restated as of January 1, 1989 through June 22, 1994
Plan No. 001
<PAGE>
DOW JONES PROFIT-SHARING RETIREMENT PLAN
Table of Contents
-----------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PREAMBLE 1
ARTICLE I DEFINITIONS 2
ARTICLE II SERVICE 20
2.1 Hours of Service 20
2.2 Years of Service and Breaks in Service 21
2.3 Service 22
2.4 Eligibility Service 23
ARTICLE III PARTICIPATION 23
3.1 Commencement of Active Participation 23
3.2 Commencement of Inactive Participation 24
3.3 Termination of Participation 25
ARTICLE IV CONTRIBUTIONS 25
4.1 Company Contributions 25
4.2 After-Tax Contributions 29
4.3 Rollover Contributions and Transfer
Contributions 31
4.4 Restoration of Forfeitures of Certain
Former Telerate Employees 32
ARTICLE V LIMITATIONS ON CONTRIBUTIONS 33
5.1 Average Contribution Percentage Test 33
5.2 Maximum Limit on Contributions 36
5.3 Deductibility of Contributions by Companies 37
ARTICLE VI INVESTMENT OF FUNDS 38
6.1 Investment Funds 38
6.2 Participant Selection of Investments 38
6.3 Loan Fund 39
ARTICLE VII PLAN ACCOUNTS 39
7.1 Accounts 39
7.2 Crediting Investment Earnings 40
7.3 Accounting 40
7.4 Risk of Loss 41
ARTICLE VIII VESTING 41
8.1 Vested Interest 41
ARTICLE IX WITHDRAWAL RIGHTS 41
9.1 Withdrawals of After-Tax Contributions 41
9.2 Withdrawals After Termination of Employment
or While Receiving Benefits in Quarterly
or Annual Installments 42
</TABLE>
- i -
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
9.3 Hardship Withdrawals of Certain Telerate
Plan Contributions 42
9.4 Spouses's Consent to Withdrawals 44
9.5 Payment of Withdrawals 44
9.6 Repayment of Withdrawals 45
ARTICLE X PARTICIPANT'S BENEFITS UPON SEPARATION FROM
EMPLOYMENT 45
10.1 Participant's Benefits 45
10.2 Form of Benefits 45
10.3 Commencement of Benefits 49
10.4 Distributions 51
ARTICLE XI BENEFICIARY'S BENEFITS UPON PARTICIPANT'S
DEATH 52
11.1 Beneficiary's Benefits 52
11.2 Beneficiary and Form of Benefits 52
11.3 Commencement of Benefits 55
11.4 Distributions 56
ARTICLE XII LOANS 58
12.1 Loan Amount, Term and Interest Rate 58
12.2 Frequency of Loans 60
12.3 Security for Loans 60
12.4 Repayment 61
12.5 Further Limitations on Loans 62
12.6 Certain Beneficiaries and Inactive
Participants 62
12.7 Loans "Made" After December 31, 1986 63
ARTICLE XIII ADMINISTRATION OF PLAN 63
13.1 Appointment of Plan Committee 63
13.2 Resignation and Removal of Members 63
13.3 Appointment of Successors 63
13.4 Power and Duties of the Committee 63
13.5 Allocation and Delegation of Duties 65
13.6 Committee Procedure 65
13.7 Investment Manager 66
13.8 Compensation of Committee 66
13.9 Expenses 66
13.10 Information Required From Participants 66
13.11 Records 66
13.12 Reports to Participant 66
13.13 Multiple Fiduciary Capacity 67
ARTICLE XIV PLAN ASSETS 67
14.1 Trust 67
14.2 Designation of Trustee 67
14.3 Investment and Management of Plan Assets 67
</TABLE>
- ii -
<PAGE>
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE XV CLAIMS 68
15.1 Claims for Benefits 68
15.2 Appeals Procedure 68
ARTICLE XVI AMENDMENT AND TERMINATION 69
16.1 Amendment 69
16.2 Termination or Partial Termination 69
16.3 Merger or Consolidation of Plan Assets;
Mergers into the Plan; Transfers of Plan
Assets 69
ARTICLE XVII MISCELLANEOUS PROVISIONS 71
17.1 No Contract of Employment 71
17.2 No Liability for Benefits 71
17.3 Exclusive Benefit of Trust Fund 71
17.4 Nonalienation 72
17.5 Common Trust Fund 74
17.6 Responsibility of Fiduciaries 74
17.7 Indemnity by Companies 74
17.8 Inability to Locate Participants or
Beneficiaries 75
17.9 Payment in Case of Incapacity 75
17.10 Headings 76
17.11 Applicable Law 76
17.12 Agent for Service 76
</TABLE>
- iii -
<PAGE>
DOW JONES PROFIT-SHARING RETIREMENT PLAN
PREAMBLE
--------
This instrument sets forth the terms and conditions of the profit-
sharing plan originally adopted by Dow Jones & Company, Inc. effective as of
December 1949 and thereafter amended from time to time. Dow Jones & Company,
Inc. is a Delaware corporation with offices headquartered in New York, New York.
On May 16, 1990 the Plan was amended and restated in its entirety effective
January 1, 1989 to reflect changes in the laws and regulations governing the
Plan.
Further accruals under the Telerate Systems Incorporated Retirement
Plan, a profit-sharing plan sponsored by Telerate Systems Incorporated (a
wholly-owned subsidiary of Dow Jones & Company, Inc.) and related companies,
were frozen as of December 31, 1990, and the Plan was amended, effective January
1, 1991, to reflect the merger of the Telerate Systems Incorporated Retirement
Plan (including assets and liabilities attributable to frozen pension plan
individual accounts and frozen cash or deferred arrangement individual accounts)
into the Plan as of that date. Effective November 1, 1991, the Plan was further
amended to reflect increased flexibility in the ability of Participants to
direct the investment, and reinvestment, of their accounts under the Plan. The
Plan is hereby amended to effect certain administrative provisions and to
reflect changes in the laws and regulations governing the Plan and is again
restated. The amendments are effective as provided herein, and the restatement
is again effective as of January 1, 1989, such that any provisions applicable to
the Plan from January 1, 1989 to the date of this restatement are set forth
herein.
Except as otherwise provided herein, a Participant who is not an
Employee at any time after December 31, 1988 shall be entitled to benefits, if
any, under the Plan based upon the provisions of the Plan in effect on or prior
to that date.
The Plan and the trust established under the Trust Agreement to
implement the Plan are intended to constitute a profit-sharing plan under
Section 401(a) of the Internal Revenue Code of 1986 and a plan described in
Section 404(c) of ERISA and are intended to comply with the provisions of
Section 401 and Section 501 of the Internal Revenue Code of 1986 and the
requirements of ERISA, and the corresponding provisions of any subsequent laws,
and the provisions of the Plan and Trust Agreement shall be construed to
effectuate such intention.
<PAGE>
ARTICLE I
Definitions
-----------
For all terms used in this Plan, whether or not defined in this
Article I, the masculine gender shall include the feminine and the feminine
gender shall include the masculine and the singular shall include the plural and
the plural shall include the singular unless the context clearly indicates
otherwise. The following terms used in this Plan shall have the meanings set
forth in this Article I.
1.1 "Active Participant" means a person who has commenced, and remains in,
------------------
active participation in the Plan pursuant to Article III.
1.2 "Actual Contribution Percentage" means, with respect to a group of
------------------------------
persons for a Plan Year, the average of the ratios (expressed as a percent, and
for Plan Years beginning after December 31, 1988 to the nearest 0.01%),
calculated separately (and for Plan Years beginning after December 31, 1988 to
the nearest 0.01%) for each person in such group, of (a) to (b), where (a) and
(b) are as follows:
(a) After-Tax Contributions, plus matching contributions within the
meaning of Section 401(m)(4)(A) of the Code, for such Plan Year;
(b) the person's '414(s)' Compensation for such Plan Year.
1.3 "Adjustment Factor" means:
(a) one (1), for years beginning before January 1, 1988; and
(b) the cost of living adjustment factor prescribed by the Secretary
of the Treasury under Section 415(d) of the Code for years beginning after
December 31, 1987.
1.4 "Affiliated Company" means:
------------------
(a) each Company;
(b) any corporation which is a member of a controlled group of
corporations with a Company within the meaning of Section 414(b) of the Code;
(c) any trade or business (including a sole proprietorship,
partnership, trust, estate or corporation)
2
<PAGE>
which is under common control with a Company within the meaning of Section
414(c) of the Code;
(d) any organization (whether or not incorporated) which is a member
of an affiliated service group (as defined in Section 414(m) of the Code) which
includes a Company;
(e) any other entity required to be aggregated with the Companies
pursuant to regulations under Section 414(o) of the Code; and
(f) any other entity deemed to be an Affiliated Company by the Board
of Directors.
1.5 "After-Tax Contributions" means amounts contributed to the Plan
-----------------------
by a Participant out of his own assets pursuant to Section 4.2.
1.6 "After-Tax Contributions Account" means the account of a
-------------------------------
Participant maintained pursuant to Section 4.2 and containing amounts
attributable to After-Tax Contributions.
1.7 "Annual Addition" means the sum, in any Limitation Year, of:
---------------
(a) (1) for Limitation Years beginning after December 31, 1986,
the Participant's After-Tax Contributions (before any reduction made
pursuant to Section 5.1), or
(2) for Limitation Years beginning before January 1, 1987, the
lesser of (A) 50% of the Participant's After-Tax Contributions or (B) the
excess of the Participant's After-Tax Contributions over 6% of the
Participant's '415' Compensation;
(b) Company Contributions on behalf of the Participant;
(c) forfeitures, if any, allocated as such to the Participant's
accounts, but reduced by any amount permitted by regulations promulgated by the
Secretary of the Treasury; and
(d) the Participant's annual additions (as defined in Section
415(c)(2) of the Code) to all other defined contribution plans of the Affiliated
Companies, including any amount allocated to an individual medical account of
the Participant as described in Section 415(1) of the Code, and (if the
Participant is or ever was a Key Employee) any amount allocated to his post-
retirement medical benefit account as described in Section 419A(d) of the Code.
3
<PAGE>
1.8 "Before-Tax Contributions Account" means, after December 31, 1990,
--------------------------------
the account of a Participant who was a participant in the Telerate Retirement
Plan on that date and containing amounts derived from the portion of the
"Employer's Elective Contributions" attributable to the Participant's salary
reduction elections under that plan (including income and losses under that plan
and this Plan).
1.9 "Beneficiary" means the one or more persons or trusts designated
-----------
or deemed as such pursuant to Article XI.
1.10 "Benefit Commencement Date" means the first day of the first period
-------------------------
for which an amount is payable as an annuity or in any other form to the
Participant or his Beneficiary, as applicable, pursuant to Articles X or XI,
regardless of whether payment is actually made.
1.11 "Board of Directors" means the board of directors of Dow Jones &
------------------
Company, Inc. or any successor entity, or any officer or officers of Dow Jones &
Company, Inc. authorized by the Board of Directors to take action on its behalf.
1.12 "Cash or Deferred Contributions" means any amounts that would qualify
------------------------------
as compensation but for the Participant's agreement to forego receipt thereof
pursuant to a cash or deferred arrangement under Section 401(k)(2) of the Code,
a cafeteria plan under Section 125 of the Code, a simplified employee pension
under section 402(h) of the Code, or an annuity contract under Section 403(b) of
the Code.
1.13 "Code" means the Internal Revenue Code of 1986, as amended from time
----
to time.
1.14 "Company" means Dow Jones & Company, Inc. or any other company, or
-------
division or department of a company, having employees to whom the Board of
Directors has extended (with the acceptance of such entity) the benefits of the
Plan, or any successor entities (collectively, the "Companies"). Any action by
a Company provided for under the Plan may be taken by the board of directors of
that Company or by an officer or officers of that Company authorized by such
board of directors to take such action. Any reference to the board of directors
or officers or jurisdiction of legal organization of a Company shall, with
respect to a Company which is a division or department of a company, be deemed
to refer to the board of directors or officers or jurisdiction of legal
organization, as the case may be, of the company of which such Company is a
division or department. Any reference to the board of directors or officers of
a Company which is not incorporated shall be deemed to refer, respectively, to
person(s) having the legal authority to manage the affairs of the Company or to
the person(s) to whom such authority has been delegated.
4
<PAGE>
1.15 "Company Contributions" means amounts contributed to the Plan by the
---------------------
Companies pursuant to Section 4.1(a) and, after December 31, 1990 for
Participants who were participants in the Telerate Retirement Plan on that date,
amounts previously contributed under the Telerate Profit Sharing Plan, the
discretionary portion of amounts previously contributed as "Employer's Non-
Elective Contributions" under the Telerate Retirement Plan, and amounts
originally contributed under the Market Systems Technology, Inc. Retirement Plan
and held under the Telerate Retirement Plan (in each case including income and
losses under those plans).
1.16 "Company Contributions Account" means the account of a Participant
-----------------------------
maintained pursuant to Section 4.1(b) and containing amounts attributable to
Company Contributions.
1.17 "Company Securities" means the common stock or other securities issued
------------------
by a Company, by an Affiliated Company, or by any other company controlling,
controlled by or under common control with, a Company.
1.18 "Compensation" means:
------------
(a) for Plan Years beginning before January 1, 1989, "Compensation"
under the Plan as then in effect, subject to any limitations thereon contained
in the Plan;
(b) for Plan Years beginning after December 31, 1988 but before
January 1, 1994, all compensation, including salaries, wages, fees, commissions,
overtime and premium pay, and bonuses, paid or payable or otherwise includible
in gross income (whether in cash or stock) by or from the Companies in respect
of Hours of Service as an Active Participant, but excluding (1) amounts
contributed to the Trust Fund pursuant to the Plan or paid or contributed to any
group insurance plan or other employee benefit plan, if any, established and
maintained by the Companies which are not includible in gross income, and (2)
such other benefits or amounts paid not in the normal course of service, as may
be determined from time to time by the Plan Committee on a uniform and
nondiscriminatory basis, including but not limited to relocation allowances,
welfare benefits, imputed income on account of group term life insurance and
payments, regardless of form, under the 1990 Performance Award Plan or any
subsequent long term incentive plan for selected employees; and
(c) for Plan Years beginning after December 31, 1993, '414(s)'
Compensation from the Companies in respect of service as an Active Participant,
less (to the extent included therein):
(1) all of the following, even if included in gross income: expense
reimbursements or allowances,
5
<PAGE>
cash and noncash fringe benefits, moving expenses, deferred compensation
and welfare benefits, and
(2) only with respect to Highly Compensated Employees for the Plan
Year:
(A) severance benefits (even if not welfare benefits),
(B) non-qualified stock options taxable in the year granted,
(C) deferred compensation included in the Participant's
gross income for the Plan Year pursuant to the Participant's election
under Section 83(b) of the Code, and
(D) payments, regardless of form, under the 1990 Performance
Award Plan or any subsequent long term incentive plan for selected
employees;
provided that with respect to contributions to the Plan for Plan Years beginning
after December 31, 1988 or for any Top Heavy Year, Compensation shall not exceed
the Compensation Limit multiplied by one-twelfth (1/12) the number of months in
the Plan Year, except that such amount shall be prorated, within each set of
Family Members, among Family Members who are Active Participants at any time
during the Plan Year in proportion to each such person's Compensation determined
without regard to the limitation contained in this further proviso.
1.19 "Compensation Limit" means:
------------------
(a) for Plan Years not beginning after December 31, 1993, $200,000
multiplied by the ratio of the Adjustment Factor in effect for the Plan Year to
the Adjustment Factor in effect for the Plan Year beginning in 1989, and
(b) for Plan Years beginning after December 31, 1993, $150,000 first
multiplied by the ratio of the Adjustment Factor in effect for the Plan Year to
the Adjustment Factor in effect for the Plan Year beginning in 1994 and then
rounded to the next lowest multiple of $10,000, but not below $150,000.
1.20 "Defined Benefit Plan Fraction" means for any Limitation Year a
-----------------------------
fraction, the numerator of which is the Participant's projected annual benefit
under all defined benefit plans (within the meaning of Section 414(j) of the
Code) of the Affiliated Companies, which are qualified under Sections 401 and
501 of the Code, determined as of the close of the Limitation Year, and the
denominator of which is the lesser of:
6
<PAGE>
(a) 1.25 (1.0 for any Limitation Year beginning in a Top Heavy Year)
multiplied by the dollar limitation in effect under Section 415(b)(1)(A) of the
Code for that Limitation Year, or
(b) 1.4 multiplied by the amount that may be taken into account under
Section 415(b)(1)(B) of the Code with respect to the Participant for that
Limitation Year.
1.21 "Defined Contribution Plan Fraction" means for any Limitation Year a
----------------------------------
fraction, the numerator of which is the sum of the Participant's Annual
Additions, and the Participant's annual additions (as defined in Section
415(c)(2) of the Code) to all other defined contribution plans of the Affiliated
Companies, for all Limitation Years as of the close of such Limitation Year and
the denominator of which is the sum of the lesser of the following amounts for
such Limitation Year and for each prior Limitation Year of service with the
Affiliated Companies:
(a) 1.25 (1.0 for any Limitation Year beginning in a Top Heavy Year)
multiplied by the dollar limitation in effect under Section 415(c)(1)(A) of the
Code for that Limitation Year (determined without regard to Section 415(c)(6) of
the Code), or
(b) 1.4 multiplied by the amount that may be taken into account under
Section 415(c)(1)(B) of the Code with respect to the Participant for that
Limitation Year.
1.22 "Determination Date" means, with respect to any Plan Year, the last
------------------
day of the immediately preceding Plan Year or, with respect to the first Plan
Year of the Plan, the last day of such Plan Year.
1.23 "Disability" means a total and permanent disability which is certified
----------
by a qualified physician or physicians approved by the Plan Committee as
preventing a Participant by bodily injury or disease or mental disease from
engaging in any occupation or employment with a Company and as likely to
continue for the rest of his life. Upon the consideration of the opinion of
such physician and the opinion(s) of such additional physicians, if any, as the
Plan Committee in its discretion may consider appropriate, the determination by
the Plan Committee shall be final and binding on all persons. The Plan
Committee shall not discriminate in any way between Participants in applying the
provisions of this Section.
1.24 "Eligible Employee" means any Employee (including any officer) of (or,
-----------------
prior to January 1, 1989, in the regular employ of) a Company (whether or not
such person is
7
<PAGE>
an exempt employee under Section 13(a)(1) of the Fair Labor Standards Act), who:
(a) is a citizen of the United States employed by a United States
Company and who (but only for periods prior to January 1, 1994) also is employed
either in the United States or as an expatriate;
(b) is employed by Dow Jones Canada, Inc., a Canadian company, other
than a nonresident alien who receives no United States earned income, provided
that, for periods prior to January 1, 1991, the limitation on nonresident aliens
who receive no United States earned income shall not apply;
(c) is a resident alien employed in the United States by a United
States Company or is a nonresident alien employed by a United States Company and
who receives United States earned income, unless the Employee:
------
(1) is expected to work in the United States (if at all) for a
total of less than five years, and
(2) in accordance with the laws of the resident alien's country
of citizenship or the nonresident alien's country of residence, is (or,
except for failure to satisfy service requirements, would have been) an
active participant in a local plan in respect of his employment in the
United States;
(d) is a nonresident alien employed in his country of citizenship by a
United States Company, who receives no United States earned income and who
either:
(1) became an Employee with a United States Company prior to
January 1, 1980 at a time when the Company did not sponsor a local plan in
the country in which the Employee was employed,
(2) was employed by a United States Company in the United States
prior to January 1, 1980, and who became an Active Participant no later
than January 1, 1980,
(3) was employed as an expatriate by Dow Jones Publishing Co.
(Asia), Inc. prior to January 1, 1985, and who became an Active Participant
no later than January 1, 1986, or
(4) was employed by Dow Jones Publishing Co. (Asia), Inc. prior
to January 1, 1977, and who became an Active Participant no later than
January 1, 1980; or
8
<PAGE>
(e) is a third country national employed by a United States Company,
who receives no United States earned income and who:
(1) is employed as an expatriate,
(2) was employed as an expatriate by a United States Company
prior to December 1, 1986, and
(3) either:
(A) has not incurred a One-Year Break in Service after
December 1, 1986, or
(B) became an Active Participant in accordance with the
terms of the Plan no later than January 1, 1989.
Eligible Employee shall not include, however, any person covered by a collective
bargaining agreement which does not provide for participation in the Plan
(except to the extent such collective bargaining agreement is included in
Schedule A attached hereto and made a part hereof), nor any leased employee
within the meaning of Section 414(n)(2) of the Code included within the
definition of "Employee" in this Article I.
As used in this Section:
. "alien" means a person who is not a citizen of the United States;
-----
. "expatriate" means a person who receives, except to the extent not
----------
applicable to his personal circumstances, the following benefits:
foreign exchange protection, housing subsidy, education allowance, home
leave, tax equalization, and Dow Jones & Company, Inc. United States
welfare benefits (including medical care, dental care, short and long
term disability, life and accident insurance, and dependent care);
. "local plan" means a retirement or similar plan sponsored or maintained
----------
by an Affiliated Company consistent with the laws of the foreign
country, including, if applicable, the retirement system sponsored by
the government of that country (if such system has been adopted by the
Affiliated Company for that purpose) and including a plan covering only
third country nationals;
. "nonresident alien" means, with respect to a calendar year, an alien who
-----------------
is not a resident alien;
9
<PAGE>
. "resident alien" means, with respect to a calendar year, an alien who
--------------
. is a lawful permanent resident of the United States at any time
during the calendar year,
. meets the following requirements:
. he is present in the United States on at least 31 days during
the calendar year, and
. he is present in the United States on at least 183 days
combined during the three calendar years ending with the
calendar year (when the days actually present during the
nearest preceding calendar year are weighted by 1/3 and the
days actually present during the other preceding calendar year
are weighted by 1/6),
unless he is present in the United States on fewer than 183 days
------
during the calendar year, has a tax home (within the meaning of
Section 911(d)(3) of the Code without regard to the second sentence
thereof) in a foreign country to which he has a closer connection
than to the United States, and took no steps during the calendar
year to apply for lawful permanent residence status in the United
States, or
. is eligible to elect and does elect, under Section 7701(b)(4) of
the Code, to be treated as a resident of the United States with
respect to the calendar year;
. "third country national" means a nonresident alien employed in a
----------------------
country other than the United States or his country of citizenship;
. "United States Company" means a Company organized under the laws of the
---------------------
United States or any state thereof; and
. "United States earned income" means, in respect of a calendar year for a
---------------------------
nonresident alien, earned income (within the meaning of Section
911(d)(2) of the Code) for personal services performed for an Affiliated
Company in the United States, unless all such earned income is exempt
------
from United States income tax under an applicable income tax treaty,
or unless
---------
. the alien is present in the United States for not more than 90 days
during the calendar year,
10
<PAGE>
. the income does not exceed $3,000 in the aggregate, and
. if the Affiliated Company is not a company organized under the laws
of the United States or any state thereof, the services are
performed for an office or place of business maintained by the
Affiliated Company in a country other than the United States.
1.25 "Eligible Retirement Plan" means (a) an individual retirement
------------------------
account or individual retirement annuity (other than an endowment contract)
described in Sections 408(a) and 408(b) of the Code, respectively, (b) a
qualified trust described in Section 401(a) of the Code which is part of a
defined contribution plan, the terms of which permit the acceptance of rollover
distributions, and (c) an annuity plan described in Section 403(a) of the Code.
1.26 "Eligible Rollover Distribution" means any distribution of all or
------------------------------
a portion of a Participant's (or Beneficiary's) accounts under the Plan, except
------
to the extent that the distribution:
(a) is one of a series of substantially equal periodic payments made,
at least annually, over the life or life expectancy of the Participant (or
Beneficiary) or the joint lives or joint life expectancy of the Participant and
his Beneficiary, determined in the manner described below;
(b) is one of a series of substantially equal periodic payments made,
at least annually, over a specified period of ten years or more, determined in
the manner described below;
(c) is required under Section 10.3(c) or 11.3(b), relating to minimum
distribution requirements under Section 401(a)(9) of the Code;
(d) is a Loan or portion thereof which is treated as a taxable
distribution for failure to meet the requirements of Section 72(p)(2) of the
Code, such as a default caused by a failure to repay the Loan in a manner that
satisfies that Section, (but an Eligible Rollover Distribution shall include the
outstanding principal and accrued interest on a Loan which is offset against the
Participant's or Beneficiary's accounts under Section 10.1 or 11.1 prior to the
payment of benefits);
(e) is a distribution of After-Tax Contributions (but not the earnings
thereon), is equal to the amount of the portion of a Loan which previously was
excluded from treatment as an Eligible Rollover Distribution under subsection
(d) above, or is otherwise not includable in the Participant's (or
Beneficiary's) gross income, (except that
11
<PAGE>
an Eligible Rollover Distribution shall include the portion of a distribution
attributable to net unrealized appreciation described in Section 402(e)(4) of
the Code);
(f) is a corrective distribution of After-Tax Contributions (and
----------
income thereon) under Section 5.1(c), relating to actual contribution percentage
testing, and Section 5.2(c)(1), relating to the maximum limit on contributions;
(g) is a distribution otherwise described in regulations promulgated
by the Secretary of the Treasury under Section 402(c)(4) of the Code or is a
distribution otherwise designated for this purpose by the Internal Revenue
Service in revenue rulings, notices, or other guidance of general applicability.
For purposes of this Section, the determination of whether a series of payments
is a series of substantially equal periodic payments over a life expectancy or
joint life expectancy under subsection(a) above or over a specified period of
ten years or more under subsection (b) above shall be made at the time payments
begin, without regard to contingencies or modifications that have not occurred.
In the event of a subsequent occurrence of a contingency or modification, a new
determination shall be made, applicable to subsequent payments. Determinations
shall be made by comparison of the payments with an amortization of the amount
of the Participant's accounts subject to the distribution over a period of ten
years or over the applicable life (or joint life) expectancy determined as the
expected return multiple provided under Tables V and VI of Treas. Reg. (S) 1.72-
9 at the PBGC interest rate for valuing annuities for a plan terminating on the
first day of the Plan Year containing the Benefit Commencement Date, or in any
other manner specified under a policy adopted by the Plan Committee consistent
with the principles of Section 72(t)(2)(A)(iv) of the Code and guidance issued
thereunder, including Internal Revenue Service Notice 89-25.
1.27 "Eligibility Service" means Service for determining an Eligible
-------------------
Employee's eligibility to become a Participant under the Plan, as the term is
defined in Section 2.4.
1.28 "Employee" means any person employed by an Affiliated Company (but
--------
only while the Affiliated Company is, or was, an Affiliated Company, unless
otherwise provided in this Plan), including an Eligible Employee. Employee
shall, to the extent permitted by Section 406 of the Code, be deemed to include
any United States citizen employed by a foreign subsidiary or affiliate of an
Affiliated Company. Employee shall not include, however, any director of a
Company not otherwise employed as an Employee.
12
<PAGE>
For purposes of determining the number or identity of Highly
Compensated Employees or for purposes of the pension requirements of Section
414(n)(3) of the Code, Employee shall also include, effective for services
performed after December 31, 1986, leased employees within the meaning of
Section 414(n)(2) of the Code, provided that if such leased employees constitute
less than 20% of the combined nonhighly compensated work force of the Affiliated
Companies within the meaning of Section 414(n)(5)(C)(ii) of the Code, Employee
shall not include those leased employees covered by a plan described in Section
414(n)(5) of the Code.
1.29 "Entry Date" means January 1.
----------
1.30 "ERISA" means the Employee Retirement Income Security Act of 1974, as
-----
amended from time to time.
1.31 "Family Member" means, with respect to an Employee, the Employee, the
-------------
Employee's spouse and lineal ascendants or descendants and the spouse of such
lineal ascendants or descendants; provided that at least one of said persons is
a "5-percent owner" or within the 10 most highly compensated Employees (as
described in subsections (b) and (c) of the definition of Key Employee in this
Article I); and provided further that for purposes of determining Compensation,
Family Member shall include only the Employee's spouse and lineal descendants
who have not attained age 19 before the close of the Plan Year.
1.32 "'415' Compensation" means a Participant's compensation, within the
------------------
meaning of Treas. Reg. (S) 1.415-2(d)(1) and (2), for a Plan Year, Limitation
Year or other period, as applicable, from the Affiliated Companies, including,
to the extent includable in gross income, the Participant's wages, salary, and
other amounts (including fringe benefits, reimbursements and expense allowances)
received or made available or, for Plan Years, Limitation Years or other
periods, as applicable, beginning before January 1, 1991, accrued for personal
services actually rendered, earned income from sources outside the United States
whether or not excluded from taxable gross income, non-deductible moving
expenses paid on behalf of or reimbursed to the Participant, non-qualified stock
options taxable in the year granted, and, to the extent that the Plan Committee
so determines for Plan Years, Limitation Years or other periods, as applicable,
beginning after December 31, 1990, amounts previously not included which are
earned but not paid in such period because of the timing of pay periods and pay
days but are paid during the first few weeks following the end of such period,
but excluding deferred compensation, stock options and other distributions that
receive special tax benefits. '415' Compensation does not include Cash or
Deferred Contributions.
13
<PAGE>
1.33 "'414(s)' Compensation" means '415' Compensation plus
---------------------
. Cash or Deferred Contributions, amounts deferred under a plan of a
state or local government or tax exempt organization under Section
457(b) of the Code and contributions "picked up" by a governmental
employer under Section 414(h)(2) of the Code;
provided that '414(s)' Compensation shall not include unpaid accrued
compensation or, except for purposes of Section 5.1, compensation received while
not an Active Participant; and provided further that with respect to determining
contributions to the Plan for Plan Years beginning after December 31, 1988 or
for any Top Heavy Year, '414(s)' Compensation shall not exceed the Compensation
Limit multiplied by one-twelfth (1/12) the number of months in the Plan Year,
except that such amount shall be prorated, within each set of Family Members,
among Family Members who are Active Participants at any time during the Plan
Year in proportion to each such person's '414(s)' Compensation determined
without regard to the limitation contained in this further proviso.
1.34 "Highly Compensated Employee" means, except as provided in Section
---------------------------
414(q)(6) of the Code relating to certain Family Members, any Employee who
performed services for an Affiliated Company at any time during the Plan Year
and who:
(a) was at any time during the Plan Year or the immediately preceding
Plan Year a "5-percent owner" within the meaning of Section 414(q)(3) of the
Code; or
(b) received during the immediately preceding Plan Year '415'
---------
Compensation plus Cash or Deferred Contributions exceeding:
---------
(1) $75,000 multiplied by the Adjustment Factor; or
(2) $50,000 multiplied by the Adjustment Factor, if the Employee
also was one of the top 20% of Employees of the Affiliated Companies (other
than Employees described in paragraphs (8) and (11) of Section 414(q) of
the Code (relating to exclusions for age, service, membership in a
collective bargaining unit, or status as a non-resident alien without U.S.
source income)) when ranked on the basis of '415' Compensation plus Cash or
Deferred Contributions received during such Plan Year; or
(3) $45,000 multiplied by the Adjustment Factor, if the Employee
also was at any time during such Plan Year an "officer" of an Affiliated
Company within the meaning of Section 414(q)(5) of the Code;
14
<PAGE>
provided that, subject to any additional requirements as may be prescribed by
the Secretary of the Treasury, for any Plan Year in which the Affiliated
Companies separately or in combination maintained significant business
activities as employers in at least two significantly separate geographic areas
at all times during such Plan Year, the Plan Committee may elect to apply this
subsection (b) by inserting "$50,000" in lieu of $75,000" in paragraph (1) and
deleting the requirement of paragraph (2); or
(c) is the Employee who was at any time during the immediately
preceding Plan Year an "officer" of a Company within the meaning of Section
- ---------
414(q)(5) of the Code and who also received the highest '415' Compensation plus
Cash or Deferred Contributions of all such "officers" during such immediately
preceding Plan Year; or
- ---------
(d) was at any time during the Plan Year one of the top 100 Employees
of the Affiliated Companies when ranked on the basis of '415' Compensation plus
Cash or Deferred Contributions received during such Plan Year and who also met
the requirements of subsections (b) or (c) of this Section for the Plan Year
rather than for the immediately preceding Plan Year.
A former Employee shall be treated as a Highly Compensated Employee if he was a
Highly Compensated Employee either:
. for the last Plan Year during which he performed services for an
Affiliated Company; or
. for any Plan Year ended after he attained age 55; or
. for any Plan Year ending before he attained age 55 in which his '415'
Compensation plus Cash or Deferred Contributions was less than 50% of
his average annual '415' Compensation plus Cash or Deferred
Contributions for any one period (but not necessarily all periods) of
three consecutive calendar years (or, if less, his total period of
employment as an Employee) preceding such Plan Year.
The provisions of this Section shall be interpreted in a manner consistent with,
and so as not to treat any person as a Highly Compensated Employee except to the
extent required by, Section 414(q) of the Code.
1.35 "Hour of Service" means each hour so defined in Section 2.1.
---------------
1.36 "Inactive Participant" means a person who has commenced, and remains
--------------------
in, inactive participation in the Plan pursuant to Section 3.2.
15
<PAGE>
1.37 "Investment Fund" means each investment vehicle into which amounts
---------------
attributable to contributions under the Plan may be directed pursuant to Article
VI (collectively, "Investment Funds").
1.38 "Investment Manager" means the one or more investment managers within
------------------
the meaning of ERISA Section 3(38) appointed pursuant to Section 13.7.
1.39 "Key Employee" means any Employee who was at any time during the Plan
------------
Year ending on the Determination Date or during any one of the four Plan Years
immediately preceding such Plan Year, any one or more of the following,
interpreted in accordance with Section 416(i)(1) of the Code:
(a) an officer of any Affiliated Company whose '415' Compensation
plus, for Plan Years beginning after December 31, 1988, Cash or Deferred
Contributions for the Plan Year exceeded 50% of the amount in effect under
Section 415(b)(1)(A) of the Code on December 31 in the Plan Year;
(b) one of the 10 Employees whose '415' Compensation plus, for Plan
Years beginning after December 31, 1988, Cash or Deferred Contributions for the
Plan Year exceeded the amount in effect under Section 415(c)(1)(A) of the Code
on December 31 in the Plan Year and who owned (or are considered to have owned)
the largest interests, exceeding one-half of one percent, in the Affiliated
Companies;
(c) a "5-percent owner" of any Company of which he is an Employee; or
(d) a "1-percent owner" of any Company of which he is an Employee and
whose '415' Compensation plus, for Plan Years beginning after December 31, 1988,
Cash or Deferred Contributions for the Plan Year exceeded $150,000.
1.40 "Life Annuity" means an annuity that requires the survival of the
------------
Participant or his Spouse as a condition for the receipt of one or more payments
or possible payments.
1.41 "Limitation Year" means the Plan Year.
---------------
1.42 "Loan" means a loan granted from the Loan Fund in accordance with (and
----
a loan outstanding under the Telerate Retirement Plan at December 31, 1990 as
described under) Article XII.
1.43 "Loan Fund" means the Investment Fund described in Section 6.3.
---------
16
<PAGE>
1.44 "Named Fiduciary" means the Plan Committee, the Investment Manager(s)
---------------
and, only for purposes of appointment and removal of members of the Plan
Committee or selection and termination of the Trustee and entering into or
amending the Trust Agreement, the Board of Directors. Each such Named Fiduciary
shall constitute a named fiduciary within the meaning of ERISA Section
402(a)(2).
1.45 "One-Year Break in Service" means each one-year computation period so
-------------------------
defined in Section 2.2.
1.46 "Participant" means an Active Participant or an Inactive Participant.
-----------
A Participant shall be deemed to be a Participant in respect of the Company in
which he is, or was most recently, an Eligible Employee.
1.47 "Payroll Deduction Agreement" means an agreement on a form provided by
---------------------------
the Plan Committee by which a Participant agrees to contribute After-Tax
Contributions to his After-Tax Contributions Account by regular payroll
deduction in accordance with the terms of the Plan.
1.48 "Pension Account" means, after December 31, 1990, the account of
---------------
a Participant who was a participant in the Telerate Retirement Plan on that date
and containing amounts attributable to the non-discretionary portion of
"Employer's Non-Elective Contributions" on the Participant's behalf under that
plan and contributions made on the Participant's behalf under the Telerate
Pension Plan (including income and losses under those plans and this Plan).
1.49 "Plan" means the Dow Jones Profit-Sharing Retirement Plan, originally
----
effective as of 1949, as amended from time to time.
1.50 "Plan Administrator" means the Plan Committee, which shall constitute
------------------
the administrator of the Plan within the meaning of ERISA Section 3(16).
1.51 "Plan Committee" means the Committee appointed pursuant to Section
--------------
13.1.
1.52 "Plan Year" means the calendar year.
---------
1.53 "Qualified Domestic Relations Order" means:
----------------------------------
(a) a "qualified domestic relations order" within the meaning of
Section 206(d) of ERISA and Section 414(p) of the Code, and
(b) any domestic relations order entered before January 1, 1985 that
the Plan Committee elects, in its sole discretion, to treat as a Qualified
Domestic Relations Order.
17
<PAGE>
1.54 "Qualified Employer Contributions Account" means, after December 31,
----------------------------------------
1990, the account of a Participant who was a participant in the Telerate
Retirement Plan on that date and containing amounts attributable to the non-
discretionary portion of "Employer's Elective Contributions" on the
Participant's behalf under that plan (including income and losses under that
plan and this Plan).
1.55 "Rollover Account" means the account of a Participant maintained
----------------
pursuant to Section 4.3(a) and containing amounts attributable to Rollover
Contributions.
1.56 "Rollover Contributions" means amounts contributed to the Plan by an
----------------------
Eligible Employee pursuant to Section 4.3(a).
1.57 "Service" means a sum of computation periods so defined in Section
-------
2.3.
1.58 "Social Security Excluded Wages" means, for any Plan Year with respect
------------------------------
to a Participant, the excess, if any, of the Participant's Compensation for the
Plan Year over the contribution and benefit base (commonly referred to as the
"taxable wage base") as of the first day of the Plan Year under Section 230 of
the Social Security Act.
1.59 "Social Security Old Age Insurance Percentage" means, for any Plan
--------------------------------------------
Year, 5.7 percentage points or, if greater, the percentage rate of tax as of the
first day of the Plan Year under Section 3111(a) of the Code which is
attributable to the old age insurance portion of the Old Age, Survivors and
-------
Disability Insurance provisions of the Social Security Act, as published by the
Secretary of the Treasury or his designee.
1.60 "Spouse" means the person to whom a Participant is lawfully married as
------
of the earlier of his Benefit Commencement Date or death, provided that Spouse
shall instead mean another spouse of a Participant to the extent required by a
Qualified Domestic Relations Order.
1.61 "Telerate Pension Plan" means the Telerate Systems Incorporated
---------------------
Pension Plan, a predecessor to the Telerate Retirement Plan.
1.62 "Telerate Profit Sharing Plan" means the Telerate Systems Incorporated
----------------------------
Profit Sharing Plan, a predecessor to the Telerate Retirement Plan.
1.63 "Telerate Retirement Plan" means the Telerate Systems Incorporated
------------------------
Retirement Plan, accruals under which were frozen as of December 31, 1990, and
which was merged into this Plan effective January 1, 1991.
18
<PAGE>
1.64 "Top Heavy Year" means a Plan Year for which the Plan is top heavy, as
--------------
defined below and interpreted in accordance with Section 416 of the Code and
applicable regulations thereunder. For purposes of this Section:
(a) The Plan shall be "top heavy" for any Plan Year if it is included
---------
in, or it alone constitutes, an aggregation group (defined below) under which,
as of the Determination Date, the sum of the present value of the cumulative
accrued benefits for all Key Employees (and their beneficiaries) under all
defined benefit plans included in such group plus the aggregate of the accounts
of all Key Employees (and their beneficiaries) under all defined contribution
plans included in such group (after including any Company Contributions timely
made for the preceding Plan Year under Section 4.1(c)) exceeds 60% of the
analogous sum for all participants (and their beneficiaries) under such plans.
For purposes of this subsection (a):
(1) the foregoing sums shall not include any amounts in respect
of participants who have performed no service for any Affiliated Company
during the five (5) year period ending with the Determination Date, but
they otherwise shall include distributions made during the five (5) year
period ending with the Determination Date, and
(2) the accrued benefits of an Employee other than a Key Employee
shall be determined for Plan Years beginning after December 31, 1986
(A) under the method that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Affiliated
Companies, or
(B) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the
fractional accrual rate of Section 411(b)(1)(C) of the Code.
(b) The term "aggregation group" means all existing and terminated
-----------------
plans (even if only one plan) maintained by all Affiliated Companies in which,
during the Plan Year containing the Determination Date or any of the preceding
four (4) Plan Years, a Key Employee was a participant or which, during the Plan
Year containing the Determination Date or any of the preceding four (4) Plan
Years, was combined with any of such plans in order to meet the coverage or
nondiscrimination requirements of Sections 410 or 401(a)(4) of the Code. The
aggregation group shall also include those additional plans, if any, which are
selected from time to time by the Board of Directors to be included in the
aggregation group if their
19
<PAGE>
inclusion would not prevent the aggregation group from meeting the requirements
of Sections 410 and 401(a)(4) as of the particular Determination Date.
1.65 "Transfer Account" means the account of a Participant maintained
----------------
pursuant to Section 4.3(b) and containing amounts attributable to Transfer
Contributions.
1.66 "Transfer Contributions" means amounts contributed to the Plan in
----------------------
respect of a Participant or an Eligible Employee pursuant to Section 4.3(b).
1.67 "Trust Agreement" means the trust agreement established to implement
---------------
the Plan, as amended from time to time.
1.68 "Trust Fund" means the fund, including the earnings thereon, held by
----------
the Trustee into which all contributions of the Participant and the Company are
deposited pursuant to the Plan. The Trust Fund shall be divided into such
Investment Funds as are designated in or under Article VI.
1.69 "Trustee" means the trustee or trustees, from time to time, of the
-------
trust established under the Trust Agreement.
1.70 "Valuation Date" means (a) with respect to Participants' accounts, the
--------------
last day of each month or such other or additional days as the Plan Committee
may determine, and (b) with respect to any Investment Fund, each Valuation Date
with respect to Participants' accounts and such additional days as the Plan
Committee may determine as applicable to that Investment Fund.
1.71 "Year of Service" means each one-year computation period so defined in
---------------
Section 2.2.
ARTICLE II
Service
-------
The following terms used in this Plan shall have the meanings set
forth in this Article II.
2.1 Hours of Service. "Hour of Service" means:
----------------
(a) each hour for which an Employee is directly or indirectly paid or
entitled to payment as an Employee for the performance of duties;
(b) each hour for which an Employee is directly or indirectly paid or
entitled to payment as an Employee for reasons other than the performance of
duties;
20
<PAGE>
(c) each hour for which back pay to an Employee, irrespective of
mitigation of damage, has been either awarded or agreed to by the Company or any
Affiliated Company;
(d) each hour for which an Employee would have been credited with an
Hour of Service under subsection (a), (b) or (c) above in respect of employment
with Telerate Systems Incorporated or a subsidiary thereof had said company at
the time been an Affiliated Company; and
(e) only for purposes of determining the existence of a One-Year Break
in Service, each hour for which an Employee is not directly or indirectly paid
or entitled to payment by the Company or any Affiliated Company, including
unpaid leaves of absence and periods of vacation, as may be determined by the
Plan Committee in its sole discretion under rules uniformly applicable to all
Employees similarly situated.
Hours shall be credited under subsections (b) and (c) above in accordance with
Section 2530.200b-2(b) and (c) of Title 29 of the Code of Federal Regulations,
as amended from time to time.
The Company may compute Hours of Service for an Employee whose
scheduled work week is at least 35 hours by crediting 45 Hours of Service for
each calendar week in which the Employee has at least one Hour of Service as
defined above; provided that any such computation shall be made in a manner
uniformly applicable to all Employees similarly situated.
2.2 Years of Service and Breaks in Service.
--------------------------------------
(a) "Year of Service" means each one-year computation period,
described herein, during which an Employee is credited with at least 1000 Hours
of Service. In determining Years of Service for purposes of Eligibility Service
for Employees whose service with the Affiliated Companies commenced or,
following a One-Year Break in Service, recommenced after December 31, 1984, the
computation periods shall be the one-year period commencing on the date the
individual became an Employee and each one-year period commencing on the
anniversary of that date. In determining Years of Service for purposes of
Eligibility Service for all other Employees, the computation periods shall be
the one-year period commencing on the date the individual became an Employee and
each one-year period ending on the last day of each Plan Year ending after the
end of that first computation period.
(b) "One-Year Break in Service" means each one-year computation period
used for determining Years of Service during which an Employee is credited with
no more
21
<PAGE>
than 500 Hours of Service; provided that solely for the purpose of determining
whether an Employee has incurred a One-Year Break in Service, the Employee shall
be credited with:
(1) Hours of Service which otherwise would normally have been
credited to an Employee but for a maternity or paternity leave, or
(2) if the Plan Administrator is unable to determine the Hours of
Service described in paragraph (1) above, 8 Hours of Service for each such
day of maternity or paternity leave,
except that the total number of Hours of Service so credited shall not exceed
501. Any Hours of Service credited for a maternity or paternity leave under
this Section shall be credited only in the computation period in which the
maternity or paternity leave began, if the Employee otherwise would incur a One-
Year Break in Service in that computation period, and otherwise shall be
credited in the immediately following computation period.
As used in this subsection, "maternity or paternity leave" means any period of
absence from employment beginning in any Plan Year commencing after December 31,
1984 by reason of the pregnancy of a Participant or the birth of a child of a
Participant, or by reason of the placement of a child with a Participant in
connection with its adoption by the Participant, or for the purpose of caring
for such child during the period immediately following such birth or placement.
Notwithstanding the foregoing, a period of absence from employment shall not be
regarded as a maternity or paternity leave if the Employee shall fail to comply
with a request by the Company to furnish the Plan Committee such timely
information as may be reasonably required to establish that the absence from
employment was for a reason set forth above and the number of days for which
there was such an absence.
2.3 Service. "Service" means the sum (expressed as an integer) of all
-------
Years of Service, provided that Years of Service shall be disregarded to the
extent required by one or more of the following rules:
(a) If a person who has less than two (2) (or, prior to January 1,
1989, three (3)) Years of Service for purposes of determining Eligibility
Service incurs a One-Year Break in Service, all Years of Service prior to the
One-Year Break in Service shall be disregarded in determining Eligibility
Service.
(b) If a person incurs a One-Year Break in Service after December 31,
1988, all Years of Service prior to the One-Year Break in Service shall be
disregarded in
22
<PAGE>
determining Eligibility Service unless and until the person completes a Year of
Service after the One-Year Break in Service.
(c) No Years of Service prior to January 1, 1976 which were
disregarded under the break in service rules of the Plan in effect prior to that
date shall be included.
(d) No Years of Service prior to January 1, 1985 which were
disregarded under the break in service rules of the Plan in effect prior to that
date shall be included.
In no event shall a Participant's Service as of January 1, 1989 be less than it
was as of December 31, 1988 under the provisions of the Plan then in effect.
2.4 Eligibility Service. "Eligibility Service" means Service used to
-------------------
determine an Eligible Employee's eligibility to become a Participant.
ARTICLE III
Participation
-------------
3.1 Commencement of Active Participation. A person shall commence or
------------------------------------
recommence active participation in the Plan in accordance with the following
rules:
(a) Subject to the provisions of this Article, each person who is a
"Member" of the Plan as of December 31, 1983 shall become an Active Participant.
(b) A person who becomes an Employee prior to January 1, 1985 (but who
does not become an Active Participant under subsection (a)) shall become an
Active Participant as of the Entry Date coincident with or immediately preceding
the date on which he is an Eligible Employee who is credited with three (3)
years (or, for Eligible Employees then credited with an Hour of Service after
December 31, 1988, two (2) years) of Eligibility Service.
(c) A person who does not become an Employee prior to January 1, 1985
and whose most recent computation period used for determining Years of Service
ends before July 1 of the calendar year shall become an Active Participant as of
the later of:
(1) the Entry Date coincident with or immediately preceding the date
on which he is an Eligible Employee who is credited with three (3) years (or,
for Eligible Employees then credited with an Hour
23
<PAGE>
of Service after December 31, 1988, two (2) years) of Eligibility Service, and
(2) the most recent date on which he became, or again became, an
Eligible Employee.
(d) A person who does not become an Employee prior to January 1, 1985
and whose most recent computation period used for determining Years of Service
ends after June 30 of the calendar year shall become an Active Participant as of
the first Entry Date on which he is an Eligible Employee who is credited with
three (3) years (or, for Eligible Employees then credited with an Hour of
Service after December 31, 1988, two (2) years) of Eligibility Service.
(e) Notwithstanding the provisions of subsections (c) and (d) above, a
person who is an employee of Telerate Systems Incorporated or a United States
subsidiary thereof before May 16, 1990 shall become an Active Participant as of
January 1, 1991, if he is an Eligible Employee on that date.
(f) Effective January 1, 1989, an Eligible Employee who is
. an Inactive Participant,
. a former Participant, or
. a former Employee who had incurred a One-Year Break in Service after
becoming credited with three (3) years (or, after December 31, 1988, two
(2) years) of Eligibility Service and
who is or becomes credited with a year of Eligibility Service shall become an
Active Participant as of the later of:
(1) the date on which he again became an Eligible Employee, and
(2) the first day of the Plan Year in which was credited the last
Hour of Service necessary to qualify for such year of Eligibility Service.
3.2 Commencement of Inactive Participation. A person shall commence or
--------------------------------------
recommence inactive participation in the Plan in accordance with the following
rules:
(a) An Eligible Employee not eligible to be an Active Participant
under Section 3.1 shall become an Inactive Participant upon receipt of Transfer
Contributions or Rollover Contributions on his behalf by the Trustee.
24
<PAGE>
(b) An Active Participant shall become an Inactive Participant as of
the date he ceases to be an Eligible Employee.
3.3 Termination of Participation. An Active Participant or an Inactive
----------------------------
Participant shall cease to be a Participant as of the date he no longer has,
under the provisions of the Plan, an interest in an account.
ARTICLE IV
Contributions
-------------
4.1 Company Contributions.
---------------------
(a) Company Contributions. Subject to the limitations on
---------------------
contributions under Article V, for each Plan Year the Companies shall contribute
to the Company Contributions Account of each Participant or former Participant
who was an Active Participant during all or a portion of the Plan Year and who
either
. was an Employee (or, for Plan Years ending prior to January 1, 1994, an
Eligible Employee) on the last day of the Plan Year, or
. ceased being an Employee (or, for Plan Years ending prior to January 1,
1994, an Eligible Employee) during the Plan Year after January 31 of the
Plan Year either
. after having been an Active Participant for at least ten (10)
years, or
. due to his death or Disability, or
. was an Employee (or, for Plan Years ending prior to January 1, 1994, an
Eligible Employee) in the non-regular employ of a Company who ceased
being an Employee (or Eligible Employee, respectively) during the Plan
Year but was retained through December 31 of the Plan Year in the
Company file of persons residing in the area and generally available for
non-regular employment,
an amount equal to the following:
(1) the base percent for the Plan Year multiplied by the
Participant's or former Participant's Compensation for the Plan Year, plus
(2) the additional percent for the Plan Year multiplied by the
Participant's or former Participant's
25
<PAGE>
Social Security Excluded Wages, if any, for the Plan Year,
where the terms "base percent" and "additional percent" shall be determined in
accordance with the provisions of subsection (b) below.
(b) Special Definitions. For purposes of subsection (a) above, the
-------------------
following terms used therein, or in this subsection (b), shall have the meanings
set forth below:
(1) The term "additional percent" means the lesser of:
------------------ ------
(A) the base percent, or
(B) the Social Security Old Age Insurance Percentage.
(2) The term "base percent" means the greater of:
------------ -------
(A) the tentative contribution ratio minus the product of
-----
the excess compensation ratio and the Social Security Old Age
Insurance Percentage, or
(B) the tentative contribution ratio divided by the sum of
------- --
one (1) plus the excess compensation ratio.
(3) The term "excess compensation ratio" means the total Social
-------------------------
Security Excluded Wages for the Plan Year of all Participants (or former
Participants) for whom a contribution is to be made for the Plan Year under
subsection(a) above divided by the total Compensation of all such
Participants for the Plan Year.
(4) The term "tentative contribution ratio" means the lesser of:
---------------------------- ------
(A) fifteen percent (15%) multiplied by the modified section
404(a)(3) compensation, for the Plan Year, and
(B) the sum of the income based amount and such additional
amounts, if any, as may be determined by the Board of Directors,
in either case divided by the total Compensation for the Plan Year of all
Participants (or former Participants) for whom a contribution is to be made for
the Plan Year under subsection(a) above.
26
<PAGE>
(5) The term "modified section 404(a)(3) compensation" means all
---------------------------------------
of the compensation paid or accrued by a Company (during the taxable year
of the Company which ends within the Plan Year) to all Participants or
former Participants for whom a contribution is to be made for the Plan Year
(under subsection(a) above), where the phrase "all of the compensation paid
or accrued" has the meaning of that phrase as used in Treas. Reg.
(S)1.404(a)-9(b)(as the Plan Committee may conclusively determine from time
to time, for purposes of this subsection (b)), as limited by Section 404(l)
of the Code, recognizing (for purposes of such determination) that "all of
the compensation paid or accrued" does not include contributions to a plan
pursuant to Section 401(k) of the Code or other contributions to a plan
(including this Plan) which qualifies under Sections 401(a) or 403(a) of
the Code, but does include other Cash or Deferred Contributions, and
provided that "modified section 404(a)(3) compensation" shall not include:
. income inputed on account of group term life insurance pursuant to
Section 79 of the Code,
. amounts paid on account of or in connection with foreign overseas
allowances,
. amounts paid or reimbursed under any educational assistance plan,
. any amounts paid by any third party under any State or local statute
or regulation providing for disability payments,
. amounts received upon the qualifying disposition of stock under the
Dow Jones & Company, Inc. Employee Stock Purchase Plan, and
. amounts paid, regardless of form, under the 1990 Performance Award
Plan of Dow Jones & Company, Inc. or any subsequent long term
incentive plan for selected employees.
(6) The term "income based amount" means the sum of the
-------------------
following:
(A) an amount equal to a percentage of the Companies' net
income for the fiscal year commencing in the Plan Year, which
percentage shall be fifteen percent (15%) for Plan Years commencing
after December 31, 1988 and, for prior
27
<PAGE>
Plan Years, shall be determined by the provisions of the Plan then in
effect; and
(B) the above-referenced percentage of the Companies' net
income for each of the ten (10) Plan Years immediately preceding the
Plan Year, but only to the extent such amounts were not contributed to
the Plan in prior Plan Years (determined on a first-in-first-out
basis).
(7) The term "net income" means net income after federal taxes,
without taking into account such Company Contributions and without taking
into account, in determining such federal taxes, any deductions by reason
of such Company Contributions, but taking into account for 1953 and
subsequent Plan Years additional compensation accrued for such year with
respect to officers and employees under other profit-sharing and incentive
plans. Such amount shall be determined by the chief accounting officer of
Dow Jones & Company, Inc. on a consolidated basis in accordance with then
generally accepted accounting principles and approved by the independent
auditors of Dow Jones & Company, Inc. based upon information available at
the time (prior to March 1 of each year) the determination is made. Such
determination made in good faith shall be conclusive upon all parties in
any way interested in the Trust Fund.
(8) For purposes of this subsection, "federal taxes" shall be
determined by applying to the taxable income of the Companies those rates
of tax imposed by Chapter 1 of the Code which were applicable to corporate
net income reported for the calendar year 1989 except, for Plan Years prior
to 1989, such rates of tax applicable for the calendar year 1949.
(c) Additional Rule For Top Heavy Years. Except as provided in this
-----------------------------------
subsection (c), for any Top Heavy Year the Companies shall make such other
Company Contributions (if any), calculated separately with respect to each
Participant, other than a Key Employee, who is an Employee on the last day of
such Top Heavy Year, as shall be necessary to cause the ratio of (1) to (2) for
each such Participant to equal at least the lesser of 3% or the highest such
ratio for the Plan Year for any Key Employee, where (1) and (2) are as follows:
(1) the aggregate contributions by Affiliated Companies to this
Plan and all other defined contribution plans maintained by the Affiliated
Companies on behalf of the Participant (or on behalf of the beneficiaries
of such Participant);
28
<PAGE>
(2) the lesser of (A) the Compensation Limit multiplied one-
twelfth (1/12) the number of months in the Plan Year and (B) the
Participant's '415' Compensation.
Contributions shall not be required under this subsection (c) to the extent
lesser contributions are permitted in regulations promulgated by the Secretary
of the Treasury under Section 416(f) of the Code pertaining to Participants who
also are participants in any defined benefit pension plan sponsored by an
Affiliated Company.
(d) Payment to Trustee. Company Contributions for any Plan Year shall
------------------
be paid to the Trustee as soon as practicable after the end of the Plan Year but
in no event later than the earlier of
(1) the time prescribed by law for filing the contributing
Company's consolidated Federal income tax return for its fiscal year
commencing in such Plan Year (including extensions thereof); and
(2) twelve (12) months following the end of such Plan Year.
4.2 After-Tax Contributions.
------------------------
(a) General. Subject to the limitations on contributions under
-------
Article V, each Active Participant shall be eligible to make After-Tax
Contributions to his After-Tax Contributions Account either through regular
payroll deductions (but not for the Plan Year in which the Participant first
becomes, or following a period as an Inactive Participant again becomes, an
Active Participant) or through direct single sum payment to the Trustee, but not
both; provided that no After-Tax Contributions shall be made by payroll
deduction to a Participant's After-Tax Contributions Account for any payroll
period in which his compensation is insufficient to permit the agreed-upon
After-Tax Contributions after all statutory withholdings and deductions,
deductions authorized by the Participant and any other deductions, are made; and
provided further that as of any date prior to the first Plan Year beginning
after December 31, 1986 the total amount of all After-Tax Contributions made by
a Participant during all Plan Years shall at no time exceed ten percent (10%) of
the Participant's aggregate compensation while he was an Active Participant in
the Plan.
(b) Payroll Deduction Agreements. No After-Tax Contributions shall be
----------------------------
made by payroll deduction with respect to any payroll period unless the
Participant has a Payroll Deduction Agreement in effect for such payroll period.
A Payroll Deduction Agreement shall not be valid unless the Participant
specifies therein the amount of
29
<PAGE>
compensation which he agrees to contribute to the Plan through regular payroll
deduction. Such amount, stated on an annual basis, must be in increments of
$100, but shall not be less than $500. Such amount also shall not exceed such
fraction, if any, of the Participant's compensation as the Plan Committee may
from time to time determine. An Active Participant's Payroll Deduction
Agreement for any Plan Year shall be submitted prior to the date in January
established and announced by the Plan Committee and shall be effective, until
revoked, for each payroll period in the Plan Year commencing on or after the
date established by the Plan Committee.
(c) Suspension of After-Tax Contributions by Payroll Deduction. A
----------------------------------------------------------
Participant may at any time, by signed written notice to the Plan Committee,
direct the discontinuance of all After-Tax Contributions by regular payroll
deduction on his behalf. Such discontinuance shall become effective with the
payroll period commencing on or next following receipt of the written notice by
the Plan Committee or as soon thereafter as practicable. Any discontinuance of
After-Tax Contributions shall be for the duration of the Plan Year. An Active
Participant may thereafter resume After-Tax Contributions by regular payroll
deduction to the Plan in accordance with the provisions of Section 4.2(b).
(d) Lump Sum After-Tax Contributions. After-Tax Contributions made by
--------------------------------
single sum payment for any Plan Year shall be in increments of $100, but shall
not be less than $500, and shall be accompanied by a form provided for the
purpose by the Plan Committee. The payment and form shall be submitted no later
than the date prescribed by the Plan Committee under Section 4.2(b) for the
submission of Payroll Deduction Agreements or at such other time or times, not
less frequently than once in any Plan Year, as the Plan Committee may from time
to time establish.
(e) Payment to Trustee. After-Tax Contributions for any Plan Year
------------------
shall be paid to the Trustee as soon as practicable before or after the end of
the Plan Year but in no event later than the earlier of:
(1) the time prescribed by law for filing the contributing
Company's consolidated Federal income tax return for its fiscal year commencing
in such Plan Year (including extensions thereof); and
(2) twelve (12) months following the end of such Plan Year.
30
<PAGE>
4.3 Rollover Contributions and Transfer Contributions.
--------------------------------------------------
(a) Rollover Contributions. An Eligible Employee may contribute to
----------------------
the Plan as a Rollover Contribution to be credited to his Rollover Account an
amount that the Plan Committee determines to be eligible for tax-free rollover
treatment pursuant to Section 402(c) (Section 402(a)(5) for distributions prior
to January 1, 1993), 403(a)(4) or 408(d)(3)(A)(ii) of the Code (or successor
provisions). The Plan Committee may require an Eligible Employee seeking to
make a Rollover Contribution to furnish such information with respect to the
contribution (including, without limitation, opinions of law, proof of the
qualified status of the predecessor plan, and proof of the timeliness of the
contribution) as the Plan Committee, in its discretion, considers necessary for
the proper administration of the Plan. If the Internal Revenue Service
subsequently determines that a Rollover Contribution does not qualify for tax-
free rollover treatment, the Plan Committee may require that the Rollover
Contribution and income thereon be returned to the Eligible Employee.
(b) Transfer Contributions.
-----------------------
(1) Subject to paragraph (2) below, the Transfer Account of a
Participant or an Eligible Employee shall be credited with Transfer
Contributions equal to the amount or amounts transferred to and accepted by
the Trustee on behalf of such person, upon the express authorization of the
Board of Directors or the board of directors of a Company, and derived from
employer and/or employee contributions held in an individual account for
such person under a plan maintained for the benefit of the employees of any
employer, including amounts accumulated with respect to such contributions
pursuant to the provisions of such plan as income, expenses, gains and
losses, and any forfeitures of accounts of other participants under such
plan which may have been credited to such account.
(2) The Plan shall accept Transfer Contributions from a plan only
if, with respect to the assets transferred:
(A) the trustee of such plan certifies to the Trustees, in
writing, that such plan and its trust meet the requirements of Section
401, including Section 401(k), if applicable, and Section 501 of the
Code and the requirements of ERISA, and, for any transfer after
December 31, 1984, the trustee of such plan certifies to the Trustees,
in writing, that the qualified joint and survivor annuity and
qualified preretirement survivor annuity provisions of Section 417 of
the Code do not apply, and
31
<PAGE>
(B) for any transfer effected by an amendment made after
July 30, 1984 to such plan or to this Plan, such plan did not provide
any form of benefit as of the date of transfer not provided under
Article X, unless such form of benefit can be eliminated under
regulations prescribed by the Secretary of the Treasury pursuant to
Section 411(d)(6)(B)(ii) of the Code.
4.4 Restoration of Forfeitures of Certain Former Telerate
-----------------------------------------------------
Employees.
- ---------
(a) Restoration. The account of a former terminated non-vested
-----------
Telerate participant shall be credited with the amount of his Telerate
forfeiture if:
(1) prior to incurring five (5) One-Year Breaks in Service
(calculated as if Telerate Systems Incorporated were a Company from and
after his termination of employment with that company), he becomes a
Participant who is an Eligible Employee after December 31, 1990, and
(2) he timely pays the amount of his Telerate distribution, if
any, to the Plan (to be credited to his Company Contributions Account),
in which event the Participant's Pension Account shall be credited with the
portion of the amount of his Telerate forfeiture attributable to contributions
made on his behalf under the Telerate Pension Plan and to the non-discretionary
portion of "Employer's Non-Elective Contributions" made on his behalf under the
Telerate Retirement Plan, and the Participant's Company Contributions Account
shall be credited with the remainder of the amount of his Telerate forfeiture.
For purposes of this Section 4.4, the italicized terms used in this subsection
(a) shall have the meanings set forth in subsections (b) through (e) below.
(b) The term "former terminated non-vested Telerate participant"
-------------------------------------------------
means, and is limited to, a Participant who:
(1) was a participant in the Telerate Retirement Plan, Telerate
Profit Sharing Plan or Telerate Pension Plan,
(2) incurred a forfeiture of all or a portion of his account
under said plan or plans due to his termination of employment with Telerate
Systems Incorporated prior to becoming fully vested in his account, and
(3) did not have his forfeiture restored under either of said
plans.
32
<PAGE>
(c) The term "amount of his Telerate forfeiture" shall mean the amount
---------------------------------
of unrestored forfeiture incurred by the former terminated non-vested Telerate
participant under the Telerate Retirement Plan, Telerate Profit Sharing Plan or
Telerate Pension Plan, without income or losses thereafter.
(d) The term "amount of his Telerate distribution" shall mean the
-----------------------------------
amount of the distribution, if any, which (together with the termination)
occasioned the forfeiture under the Telerate Retirement Plan, Telerate Profit
Sharing Plan or Telerate Pension Plan.
(e) A Participant's payment of the amount of his Telerate distribution
shall be "timely" if made while the Participant is an Eligible Employee and no
------
later than five (5) years after the first date following the forfeiture on which
he became an Employee (determined as if Telerate Systems Incorporated were a
Company from and after the Participant's termination of employment with that
company).
ARTICLE V
Limitations on Contributions
----------------------------
5.1 Average Contribution Percentage Test.
-------------------------------------
(a) Test. Notwithstanding anything to the contrary in Article IV and
----
except as may be required or otherwise permitted by Section 401(m) of the Code,
including paragraph (2) thereof, and rules prescribed by the Secretary of the
Treasury, including Treas. Reg. (S) 1.401(m)-1(b), the amount of After-Tax
Contributions on behalf of Highly Compensated Employees for any Plan Year
beginning after December 31, 1986 must satisfy the following requirement:
If (U) Is: Then (V) May Not Exceed:
--------- -----------------------
2 Or Less 2 Times (U)
Greater Than 2 But Less Than 8 2 Percentage Points Plus (U)
8 Or More 1.25 Times (U)
where:
"(U)" is the Actual Contribution Percentage for the Plan Year for all
Active Participants who were not Highly Compensated Employees (nor certain
Family Members described in Section 414(q)(6) of the Code) for the Plan Year
(even if no contributions were made to the Plan on behalf of one or more of such
persons); and
33
<PAGE>
"(V)" is the Actual Contribution Percentage for the Plan Year for
Active Participants who were Highly Compensated Employees for the Plan Year
(even if no contributions were made to the Plan on behalf of one or more of such
persons).
For purposes of the foregoing requirement:
(1) employee contributions and matching contributions on behalf
of participants under all other plans (if any) of the Affiliated Companies
(except as may otherwise be prescribed by the Secretary of the Treasury for
Plan Years beginning after December 31, 1989 as to employee stock ownership
plans) which were considered as one plan for purposes of satisfying the
nondiscrimination requirements of Section 401(a)(4) of the Code or the
coverage requirements of Section 410(b) of the Code shall be treated as
After-Tax Contributions of such participants under the Plan, except to the
extent, for Plan Years beginning after December 31, 1989, that such other
plans do not have the same plan year as this Plan;
(2) with respect to a Participant who is a Highly Compensated
Employee, employee contributions and matching contributions under all other
plans (if any) of the Affiliated Companies (except as may otherwise be
prescribed by the Secretary of the Treasury for Plan Years beginning after
December 31, 1989 as to employee stock ownership plans) shall be treated as
After-Tax Contributions of such Participant under the Plan; and
(3) Company Contributions shall be treated as matching
contributions, within the meaning of Section 401(m)(4)(A) of the Code, to
the extent necessary (and permitted by rules prescribed by the Secretary of
the Treasury applicable to qualified nonelective contributions) to satisfy
the requirement of this subsection (a) without application of subsection
(b) of this Section, provided that the percentage (determined in increments
of one one-hundredth of one percentage point (0.01%)) of Company
Contributions on behalf of Active Participants used for this purpose shall
be the same for all Active Participants of an "employer" within the meaning
of Sections 414(b), (c), (m) and (o) of the Code and shall be recorded by
the Plan Committee, and further provided that Company Contributions shall
not be treated as matching contributions to the extent said treatment is
unnecessary because the Plan Committee, within 2-1/2 months following the
Plan Year, has reduced the After-Tax Contributions of Highly Compensated
Employees under subsection (b) of this Section and returned the reduced
amounts under subsection (c) of this Section.
34
<PAGE>
(b) Reduction of After-Tax Contributions. If for any Plan Year it is
------------------------------------
determined that the discrimination requirements under Section 5.1(a) are
not and will not be satisfied, the Participants who are Highly Compensated
Employees shall have their After-Tax Contributions reduced (in a manner
determined by the Plan Committee consistent for all such Highly Compensated
Employees) retroactively as follows:
(1) The Participant or Participants with the highest individual
Actual Contribution Percentage shall have such contributions to their
accounts reduced so that his or their Actual Contribution Percentage is
reduced by one-hundredth of one percentage point (0.01%) (or such other
increment, as determined by the Plan Committee for Plan Years beginning
before January 1, 1989).
(2) If the discrimination requirements set forth in Section
5.1(a) still are not satisfied after the reduction under Section 5.1(b)(1)
is made, such contributions for the Participant or Participants with the
highest Actual Contribution Percentage after the reduction under Section
5.1(b)(1) is made (including any Participant for whom contributions are
reduced under Section 5.1(b)(1)) shall be reduced, or further reduced, so
that his or their Actual Contribution Percentage is reduced by one-
hundredth of one percentage point (0.01%) (or such other increment, as
determined by the Plan Committee for Plan Years beginning before January 1,
1989). This process shall continue until the discrimination requirements
under Section 5.1(a) are satisfied.
(c) Disposition of Reduced Amounts. A Participant whose After-Tax
------------------------------
Contributions have been reduced in accordance with Section 5.1(b) shall have the
amount of such reduction, along with any income (including gains and losses)
attributable thereto under the Plan (calculated in such manner as may be
provided in rules prescribed by the Secretary of the Treasury), returned or
distributed to him.
To the extent any such return of such contributions was not already made within
2-1/2 months following the Plan Year for which such contributions were made (so
as to avoid any applicable 10% excise tax on the Companies under Section 4979 of
the Code), such return of such contributions shall be made no later than the
last day of the Plan Year immediately following the Plan Year for which such
contributions were made. For purposes of inclusion in the Participant's gross
income, such amounts (in excess of returned After-Tax Contributions) returned
within 2-1/2 months after the end of the Plan Year shall be deemed received by
the Participant in the calendar year ending with or within such Plan Year; and
amounts returned more than 2-1/2 months after the end of the Plan Year shall be
deemed received by the Participant when actually returned;
35
<PAGE>
provided, however, that if the entire amount of reduction under this Section in
respect of the Participant is less than $100 or such other amount as shall be
provided in rules prescribed by the Secretary of the Treasury (excluding gains
and losses), amounts returned within 2-1/2 months after the end of the Plan Year
nevertheless shall be deemed received by the Participant when actually returned.
5.2 Maximum Limit on Contributions.
------------------------------
(a) All Defined Contribution Plans. Notwithstanding anything to the
------------------------------
contrary in Article IV and subject to the requirements of subsection (d) below,
a Participant's Annual Addition in any Limitation Year may not exceed the lesser
of:
(1) the greater of $22,500 multiplied by the Adjustment Factor,
or $30,000; or
(2) 25% of the Participant's '415' Compensation (excluding from
the Annual Addition any amounts allocated to the Participant's individual
medical account, if any, as described in Section 415(l) of the Code or to
his post-retirement medical benefit account, if any, under Section 419A(d)
of the Code).
(b) All Defined Contribution and Defined Benefit Plans. Subject to
--------------------------------------------------
the requirements of subsection (d) below, in any case in which a Participant is
a participant in both a defined benefit plan maintained by any Affiliated
Company (as described in subsection (d)) and a defined contribution plan
maintained by that or any other Affiliated Company (as described in subsection
(d)), the sum of the Defined Benefit Plan Fraction and the Defined Contribution
Plan Fraction for any Limitation Year may not exceed one (1.0); provided that if
the Plan satisfied the applicable requirements of Section 415 of the Code as in
effect for all Limitation Years beginning before January 1, 1987, the numerator
of the Defined Contribution Plan Fraction shall be reduced (but not below zero)
by an amount, prescribed by the Secretary of the Treasury, in determining
whether this requirement is satisfied.
(c) Contribution Reductions, If Necessary. If the limitation imposed
-------------------------------------
by this Section 5.2 otherwise would be exceeded in respect of a Participant in a
Limitation Year, the Participant's annual benefit under the defined benefit
plan(s), if any, in which he participates shall be reduced to the extent
required (in accordance with the terms of such plan) to permit compliance with
such limitation. If such action is not sufficient to permit such compliance,
contributions to the Participant's accounts for that Limitation Year shall be
reduced to the extent necessary to reduce the Participant's Annual Addition to
the extent required to permit such compliance. Such reduction, plus any net
gains (but not net losses) attributable thereto under the Plan, shall be made in
the following order:
36
<PAGE>
(1) After-Tax Contributions (with the reductions, including net
gains, returned to the Participant);
(2) Other contributions, with the reductions (including net
gains) to be held unallocated in a suspense account (without allocation
thereto of gains or losses) for the Limitation Year and then allocated and
reallocated under the terms of the Plan to the accounts of Active
Participants in subsequent Limitation Years (subject to the limitations of
this Section 5.2) before any contributions which would constitute Annual
Additions may be made to the Plan for such Limitation Years, with a
reversion to the Company of any unallocable amounts remaining in the
suspense account upon the termination of the Plan.
(d) Special Definition of "Affiliated Companies". For purposes of
--------------------------------------------
this Section 5.2, all defined benefit plans (whether or not terminated) of the
Affiliated Companies shall be treated as one defined benefit plan, and all
defined contribution plans (whether or not terminated) of the Affiliated
Companies shall be treated as one defined contribution plan; provided that in
applying the definition of "Affiliated Company" in Article I of the Plan to
determine those companies that are an "Affiliated Company" for the purposes of
this Section 5.2, the phrase "more than 50 percent" shall be substituted for the
phrase "at least 80 percent" each time it appears in Section 1563(a) of the
Code.
(e) Construction Consistent With Code. This Section 5.2 is intended
---------------------------------
to satisfy the requirements imposed by Section 415 of the Code and shall be
construed in a manner that will effectuate this intent, without imposing
limitations that are more stringent than those required by Section 415 of the
Code.
5.3 Deductibility of Contributions by Companies. Notwithstanding anything
-------------------------------------------
to the contrary in Article IV, no Company shall be required to make any
contribution to the Plan which, when considered with the other contributions of
the Companies to this or any other plans, exceeds the maximum deductible
contributions under Section 404(a) of the Code, including, if so directed by the
Board of Directors, paragraph (3)(B) thereof.
37
<PAGE>
ARTICLE VI
Investment of Funds
-------------------
6.1 Investment Funds. The Plan Committee shall designate from time to
----------------
time various investment vehicles which shall comprise the Investment Funds into
which Participants' accounts may be invested.
6.2 Participant Selection of Investments.
------------------------------------
(a) Future Contributions. A Participant may from time to time
--------------------
designate that further contributions to be credited to his accounts be invested,
in such fractions or increments as shall be permitted under guidelines
established and announced from time to time by the Plan Committee (and specified
in the Participant's designation), in one or more of the Investment Funds which
have been designated by the Plan Committee as available for this purpose,
provided that prior to January 1, 1990 no more than one (1) change in such
designation shall be made in any Plan Year, and from January 1, 1990 until
November 1991 no more than two (2) changes in such designation shall be made in
any Plan Year (with no more than one (1) change in any calendar quarter). Such
designation by a Participant shall be in writing on a form provided by the Plan
Committee (or, in addition thereto or in lieu thereof, in any other recorded
form acceptable to, and announced by, the Plan Committee) and, except as may
otherwise be required by the particular Investment Fund, shall become effective
as soon as practicable as of any Valuation Date following its receipt by the
Plan Committee or by a designee appointed for this purpose and announced by the
Plan Committee.
(b) Existing Account Balances. Subject to any restrictions on
-------------------------
transferring funds applicable to any Investment Fund, a Participant may from
time to time designate that his existing account balances be reinvested, in such
fractions or increments as shall be permitted under guidelines established and
announced from time to time by the Plan Committee (and specified in the
Participant's designation), in one or more of the Investment Funds which have
been designated by the Plan Committee as available for this purpose, provided
that prior to January 1, 1990 no more than one (1) change in such designation
shall be made in any Plan Year, and from January 1, 1990 until November 1991 no
more than two (2) changes in such designation shall be made in any Plan Year
(with no more than one (1) change in any calendar quarter), and provided further
that if the short term investments in any Investment Fund are not sufficient to
satisfy the outstanding designations of all Participants, such designations
shall be pro rated in accordance with a procedure developed by the Plan
Committee. Such designation by a Participant shall be in writing on a form
provided by the Plan Committee (or, in addition thereto or in lieu thereof, in
any other recorded form acceptable to, and
38
<PAGE>
announced by, the Plan Committee) and, except as may otherwise be required by
the particular Investment Fund, shall become effective as soon as practicable as
of any Valuation Date following its receipt by the Plan Committee or by a
designee appointed for this purpose and announced by the Plan Committee.
(c) Participant's Failure to Select. Amounts with respect to which a
-------------------------------
Participant has made no investment choice shall be invested in an Investment
Fund designated for this purpose in advance by the Plan Committee.
(d) Special Rule for Company Securities. Notwithstanding the
-----------------------------------
foregoing, the Trustee shall not purchase or sell Company Securities under the
Plan, on behalf of any Participant's or Beneficiary's account or otherwise,
during any period if, in the opinion of the Plan Committee, such transaction is
restricted by any applicable law or regulation or could result in liability of
the Plan. During any such restricted period pertaining to a purchase or sale of
Company Securities, amounts that otherwise would be invested in respect of
affected Participants or Beneficiaries in the Investment Fund for Company
Securities shall instead be invested in accordance with the provisions of
subsection (c) above. The Plan Committee may instruct the Trustee as to the
manner or time or times as to which the Trustee shall conduct any purchases or
sales of Company Securities in the interest of Participants so as to comply with
legal requirements, including the rules and regulations of the Securities and
Exchange Commission, for such transactions not to result in any liability to the
Plan. Nothing in this subsection (d) shall be deemed to permit the selection of
any investment, divestment or distribution not otherwise permitted in, or
pursuant to, this Section 6.2 or Articles IX, X or XI.
6.3 Loan Fund. Effective January 1, 1991, the Plan Committee shall
---------
establish, or direct the Trustee to establish, a Loan Fund which shall consist
of notes executed by Participants evidencing Loans outstanding in accordance
with provisions of Article XII.
ARTICLE VII
Plan Accounts
-------------
7.1 Accounts. Separate accounts shall be established for each
--------
Participant, known collectively as such Participant's accounts, which shall be
maintained on behalf of such Participant until he has terminated his
participation or, with respect to a former Participant, until the funds in his
accounts have been paid out entirely to, or liquidated to provide benefits for,
the former Participant or his Beneficiary in accordance with
39
<PAGE>
the provisions of the Plan. The accounts, to the extent applicable, shall
consist of the Participant's:
(a) Company Contributions Account;
(b) After-Tax Contributions Account;
(c) Rollover Account;
(d) Transfer Account;
(e) Before-Tax Contributions Account;
(f) Pension Account; and
(g) Qualified Employer Contributions Account,
provided that the accounts under (e), (f) and (g) shall be established as of
January 1, 1991.
The Plan Committee may establish such other accounts, and may subdivide any
accounts or subdivided accounts, as it may deem necessary for the proper
administration of the Plan.
7.2 Crediting Investment Earnings.
-----------------------------
(a) General. As of each Valuation Date with respect to an Investment
-------
Fund other than the Loan Fund, the Plan Committee shall determine, or direct the
Trustee to determine, the market value of each Participant's accounts in such
manner (as determined by the Plan Committee or the Trustee) as shall reflect the
investment earnings (whether gain or loss) of that Investment Fund and a pro-
rata portion of any credits or charges to the Trust Fund not otherwise directly
allocable to specific Investment Funds since the immediately preceding Valuation
Date, which, if not directly determined or reflected on a per share basis,
shall, with respect to each Investment Fund other than the Loan Fund, be
allocated as a credit (or charge) to each of the Participant's accounts in the
same proportion as the amount allocated to that Investment Fund in that account
of the Participant since the preceding Valuation Date (as determined by the Plan
Committee or the Trustee) bears to the total amount allocated to that Investment
Fund in all accounts of all Participants since the preceding Valuation Date (as
determined by the Plan Committee or the Trustee).
(b) Loan Fund. Principal and interest attributable to any note in the
---------
Loan Fund shall be allocated entirely to the account of the Participant who is
obligated on the note.
7.3 Accounting. Separate accounting shall be maintained of the investment
----------
in, and the gains or losses with respect to, each Investment Fund for the vested
and, where applicable, the nonvested portion(s) of each of the Participant's
accounts. Gains or losses for this purpose
40
<PAGE>
shall be deemed to include, as applicable, contributions, withdrawals,
distributions, investment earnings (whether gains or losses) and any other
credits and charges allocable under the Plan.
7.4 Risk of Loss. The Companies do not guarantee that the market value of
------------
any Investment Fund will be equal in value to the purchase price of the assets
of the Investment Fund or that the total amount distributable or withdrawable
with respect to any period will be equal to or greater than the amount of the
contributions for such period. Each Participant assumes all risk of any
decrease in the value of each of the Investment Funds in which his accounts are
invested.
ARTICLE VIII
Vesting
-------
8.1 Vested Interest. All amounts, if any, credited to a Participant's
---------------
accounts shall at all times be fully vested and nonforfeitable.
ARTICLE IX
Withdrawal Rights
-----------------
9.1 Withdrawals of After-Tax Contributions. Subject to the spousal
--------------------------------------
consent requirements of Section 9.4, a Participant who is an Employee shall be
entitled, upon giving written notice to the Plan Committee and not more than
once in any Plan Year, to withdraw all or a portion of his After-Tax
Contributions Account (exclusive of amounts invested in the Loan Fund), but not
to exceed the portion of his cumulative After-Tax Contributions not previously
withdrawn. The minimum amount a Participant shall be permitted to withdraw
pursuant to this Section 9.1 is $300 (or such greater amount, in increments of
$100, as the Plan Committee may from time to time determine) or, if less, his
entire cumulative After-Tax Contributions not previously withdrawn. Payment of
a withdrawal made pursuant to this Section 9.1 shall be made as soon as
practicable as of any Valuation Date with respect to Participant's accounts
following (by not more than 90 days, if the Participant has not reached age 62)
the date the written notice of the Participant's election to make a withdrawal
is received by the Plan Committee.
41
<PAGE>
9.2 Withdrawals After Termination of Employment or While Receiving
--------------------------------------------------------------
Benefits in Quarterly or Annual Installments. Subject to the spousal consent
- --------------------------------------------
requirements of Section 9.4,
(a) a Participant who is not an Employee but who has not
commenced receiving a benefit under Article X, and
(b) a Participant or Participant's Beneficiary who has commenced
the receipt of benefits in quarterly or annual installments under Section
10.2(b) or 11.2(b), respectively,
shall be entitled, upon giving written notice to the Plan Committee and not more
than once in any Plan Year, to withdraw all or a portion of one or more of his
accounts (exclusive of amounts invested in the Loan Fund). The minimum amount a
Participant or Beneficiary shall be entitled to withdraw pursuant to this
Section 9.2 is $1,000 or such greater amount, in increments of $500, as the Plan
Committee may from time to time determine, or, if less, the Participant's entire
accounts. Payment of a withdrawal made pursuant to this Section 9.2 shall be
made as soon as practicable as of any Valuation Date with respect to
Participant's accounts following (by not more than 90 days, if the Participant
has not reached age 62) the date the written notice of the Participant's
election to make a withdrawal is received by the Plan Committee.
9.3 Hardship Withdrawals of Certain Telerate Plan Contributions.
-----------------------------------------------------------
(a) General. Subject to the spousal consent requirements of Section
-------
9.4 and except as otherwise provided in this Section 9.3, a Participant who is
an Employee may elect to withdraw all or a portion of
. that portion of his Company Contributions Account consisting of the
discretionary portion of amounts previously contributed as "Employer's
Non-Elective Contributions" under the Telerate Retirement Plan,
including earnings thereon through December 31, 1990, but excluding,
prior to January 1, 1993, any amounts which were contributed on the
Participant's behalf less than twenty-four (24) months prior to the date
of withdrawal unless the Participant on that date has been a Participant
in the Plan (and, before that, a participant in the Telerate Retirement
Plan, the Telerate Profit Sharing Plan and the Telerate Pension Plan)
for a cumulative total of at least five (5) years, plus
. that portion of his Before-Tax Contributions Account consisting of
"Employer's Elective Contributions" under the Telerate Retirement Plan
attributable to
42
<PAGE>
the Participant's salary reduction elections under than plan, excluding
any earnings thereon under that plan or under this Plan,
(except for amounts invested in the Loan Fund) if the Plan Committee determines,
on the basis of all relevant facts and circumstances, that:
(1) the withdrawal is on account of:
(A) medical expenses described in Section 213(d) of the Code
incurred by the Participant, his spouse or dependents (as defined in
Section 152 of the Code), or
(B) the purchase (excluding mortgage payments) of a principal
residence for the Participant; and
(2) the amount to be withdrawn does not exceed the amount
required to relieve the financial need determined under paragraph (1), and
none of said amount may be satisfied from other resources (including assets
of the Participant's spouse and minor children) reasonably available to the
Participant.
The requirement of paragraph (2) of this subsection will be satisfied if the
Plan Committee reasonably relies upon the Participant's notarized
representation, which recites that it is given under the penalty of perjury,
that the need determined under paragraph (1) cannot be relieved:
. through reimbursement or compensation by insurance or otherwise,
. by reasonable liquidation of the Participant's assets, to the extent
such liquidation would not itself cause an immediate and heavy
financial need,
. by cessation of After-Tax Contributions under the Plan, or
. by other distributions or nontaxable (at the time of the loan) loans
from this Plan or other plans maintained by any employer (whether or
not an Affiliated Company), or by borrowing from commercial sources on
reasonable commercial terms.
(b) Additional Provisions. The minimum amount a Participant shall be
---------------------
entitled to withdraw pursuant to this Section 9.3 is $300 or such greater
amount, in increments of $100, as the Plan Committee may from time to time
determine, or, if less, the entire amount otherwise eligible for withdrawal
under this Section 9.3 and not previously withdrawn. A written application for
a withdrawal pursuant to this Section 9.3 shall be submitted to the Plan
Committee. The Plan Committee shall require the submission of such
43
<PAGE>
supporting documentation as it deems necessary, and it shall render its
decisions on such applications on a uniform and nondiscriminatory basis. Payment
of a withdrawal made pursuant to this Section 9.3 shall be made as soon as
practicable as of any Valuation Date with respect to Participant's accounts
following the Plan Committee's decision on the Participant's written
application; provided that payment shall not be made more than 90 days following
the Plan Committee's receipt of the Participant's written application or written
reaffirmation of application, if the Participant has not reached age 62.
9.4 Spouse's Consent to Withdrawals. A Participant's election of a
-------------------------------
withdrawal under Sections 9.1, 9.2 or 9.3 shall not be valid if he is married on
the date of his withdrawal and
. he had ever elected a Life Annuity under this Plan, or
. with respect to a withdrawal under Section 9.2, the value of his
Pension Account exceeds zero,
unless
(a) his spouse consents, or has consented, in writing (no more than 90
days prior to the date of the withdrawal) to such election (which consent shall
be irrevocable with respect to the election to which it was given), such consent
is witnessed by a notary public and the consent acknowledges the effect of such
election; or
(b) it is established to the satisfaction of the Plan Committee that
such consent cannot be obtained because the spouse cannot be located or because
of such other circumstances as the Secretary of the Treasury may by regulations
prescribe.
9.5 Payment of Withdrawals.
----------------------
(a) Election of Direct Rollover. If a Participant's withdrawal
---------------------------
otherwise payable after December 31, 1992 under this Article IX constitutes or
includes an Eligible Rollover Distribution, and
(1) the Participant elects, no more than 90
days prior to the payment of his withdrawal, to have
(A) all (but not less than $200 in any Plan Year unless
permitted under a policy adopted by the Plan Committee) or
(B) a portion (but not less than $500 unless permitted
under a policy adopted by the Plan Committee)
of the Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan,
44
<PAGE>
(2) the Participant specifies such Eligible Retirement Plan in
his election on a form provided, and in the manner prescribed, by the Plan
Committee, and
(3) if required under a policy adopted by the Plan Committee, the
trustee or plan custodian of, or the contract issuer under, the Eligible
Retirement Plan certifies prior to the date for the payment of the
Participant's withdrawal, on a form provided by or acceptable to the Plan
Committee, that the Eligible Retirement Plan is, or is intended to be,
(A) an individual retirement account or individual
retirement annuity (other than an endowment contract) meeting the
requirements of Sections 408(a) and 408(b) of the Code, respectively,
(B) a qualified trust meeting the requirements of Section
401(a) of the Code which is part of a defined contribution plan, the
terms of which permit the acceptance of rollover distributions, or
(C) an annuity plan meeting the requirements of Section
403(a) of the Code,
as the case may be,
then the portion of the Eligible Rollover Distribution designated by the
Participant shall be paid in a direct rollover to the Eligible Retirement Plan
specified by the Participant. A Participant's failure to make a timely election
under this subsection (a) and to timely furnish the certification required under
paragraph (3) hereof shall be treated as an election against a direct rollover
of any portion of his withdrawal.
(b) Trustee. All payments of withdrawals hereunder shall be made by the
-------
Trustee as of the date(s) specified in this Article IX. The Trustee shall be
entitled to receive written instructions and proper notice from the Plan
Committee, or any person or committee designated by the Plan Committee, with
respect to any payment and shall not be required to make such payments until
such instructions have been received in a form which in the opinion of the
Trustee is sufficiently clear with respect to the payments required.
9.6 Repayment of Withdrawals. No amounts withdrawn pursuant to this
------------------------
Article IX may be repaid.
45
<PAGE>
ARTICLE X
Participant's Benefits Upon Separation From Employment
------------------------------------------------------
10.1 Participant's Benefits. Except as may be provided by a Qualified
----------------------
Domestic Relations Order, a Participant who ceases to be an Employee for any
reason other than his death shall be entitled to receive his entire
nonforfeitable interest in his accounts valued as of the Valuation Date with
respect to Participants' accounts as of which his accounts are liquidated to
purchase his benefits in accordance with this Article, reduced by any security
interest held by the Plan by reason of Loans outstanding to the Participant
unless such outstanding Loans are timely repaid in accordance with Section
12.4(c).
10.2 Form of Benefits.
----------------
(a) Normal Form.
-----------
(1) General Rule. Except as otherwise provided in paragraph (2)
------------
below or unless he otherwise elects in accordance with subsection (b)
below:
(A) a Participant's benefits attributable to his
Pension Account shall be paid as:
(i) a spousal 50% joint and survivor annuity (a monthly
annuity to the Participant for his life followed by a monthly
annuity in half that amount to his Spouse for the Spouse's
remaining life), if the Participant is married on his Benefit
Commencement Date; or
(ii) a single life annuity (a monthly annuity to the
Participant for his life), if he is not married on his Benefit
Commencement Date; and
(B) the remaining portion of a Participant's benefits shall
be payable as a single lump sum, in cash; provided that if such lump
sum is comprised of more than one check or similar instrument, all
such instruments shall be paid within the same taxable year of the
Participant;
provided that if the Participant's entire benefits payable do not exceed
$3,500 at the time they are payable and prior to the commencement of
distribution (or at the time of commencement of any prior distribution),
his benefits shall be payable as a single lump sum, in cash; provided
further that if such lump sum is comprised of more than one check or
similar instrument, all such instruments shall be paid within the same
taxable year of the Participant.
46
<PAGE>
(2) Life Annuity Exception. Unless he otherwise elects in
----------------------
accordance with subsection (b) below, the benefits of a Participant who
ever has elected benefits under this Plan in the form of a Life Annuity
shall be paid in the same manner as benefits attributable to a Pension
Account under paragraph (1) above.
(b) Election of Optional Form. A Participant may elect in writing on
-------------------------
a form provided by or acceptable to the Plan Committee and signed by the
Participant that his benefits be paid as:
. a single lump sum, in cash; provided that if such lump sum is comprised
of more than one check or similar instrument, all such instruments shall
be paid within the same taxable year of the Participant;
. an annuity, including a single or joint life annuity or a term certain
annuity, provided under a single premium annuity contract issued by an
insurance company and purchased with the Participant's benefits and
meeting the requirements of Section 10.3(c);
. quarterly or annual installments in cash, in an amount specified by the
Participant, to be paid solely from the balance of the Participant's
accounts (with the unpaid portion of the accounts remaining invested
pursuant to Article VI and accumulating investment earnings (whether
gain or loss) pursuant to Article VII) until the earlier of the
Participant's death or the depletion of his accounts, and the remainder
(if any), with continuing investment earnings, thereafter to be paid in
quarterly or annual installments, equal to the original installments, to
the Participant's Beneficiary determined under Section 11.2; or
. in the manner timely elected by the Participant pursuant to Section
242(b) of the Tax Equity and Fiscal Responsibility Act of 1982, if said
election remains valid under regulations promulgated by the Secretary of
the Treasury.
Such e lection shall not be effective unless made not more than 90 days before
the Pa rticipant's Benefit Commencement Date.
Further, if the Participant is married on his Benefit Commencement Date, then
. if he elects, or ever has elected, a Life Annuity under this Plan, or
47
<PAGE>
. if (but only to the extent that) his benefits are attributable to a
Pension Account,
his election under this subsection (b) shall not be effective unless:
(1) the Participant's Spouse (if any) consents, or has consented,
in writing, within that 90 day period, to such election (which consent
shall be irrevocable with respect to the election to which it was given),
and
(A) such consent is witnessed by a notary public;
(B) the form of benefits (including the Beneficiary, if any)
designated by the election may not be changed (other than revoked)
without the Spouse's similarly notarized written consent (except to
the extent, if any, that the Spouse's consent expressly permits
further form of benefits elections (or Beneficiary designations) by
the Participant without the Spouse's further consent); and
(C) the Spouse's consent acknowledges the effect of such
election; or
(2) it is established to the satisfaction of the Plan Committee
that such consent cannot be obtained
(A) because the Participant has no Spouse;
(B) because the Spouse cannot be located; or
(C) because of such other circumstances as the Secretary of
the Treasury may by regulations prescribe.
In applying the requirements of Section 10.3(c), life expectancies will not be
recalculated except to the extent, with respect to the election of quarterly or
annual installments under this subsection (b), that the Participant elects, no
later than the required commencement date specified in Section 10.3(c)(1)
(whether or not his benefit has already commenced), that either his, his
Spouse's, or both his and his Spouse's, life expectancy(ies) shall be
recalculated, which election shall not require his Spouse's consent and shall be
revocable any time prior to said required commencement date (whether or not his
benefit has already commenced).
(c) Modification of Installment Payments While in Pay Status.
--------------------------------------------------------
Effective upon the receipt from the Internal Revenue Service of a favorable
determination of
48
<PAGE>
qualification of the Plan as restated effective January 1, 1989, a Participant
or Beneficiary who is receiving benefits in the form of quarterly or annual
installments under subsection (b) above may revise the Participant's election
prospectively to increase or decrease the amount of installment payments (or may
revoke the Participant's election prospectively) by making a new election in
writing in the same manner as and subject to the restrictions upon the
Participant's original election, where the date scheduled for the payment of the
first installment under the revised election (or the first installment missed
under a revoked election) shall be treated as the Benefit Commencement Date for
purposes of applying the provisions of this Article X to the new election.
10.3 Commencement of Benefits. Except as may otherwise be elected by the
------------------------
Participant on a form provided by the Plan Committee, a Participant's benefits
shall commence (or, if none, shall be deemed to commence) as of the Valuation
Date described in Section 10.1 as soon as practicable following the date on
which he ceases to be an Employee; provided that to the extent required by the
following rules, a Participant's benefits shall commence as of and as soon as
practicable after any other Valuation Date described in Section 10.1:
(a) in satisfaction of Section 411(a)(11) of the Code, if the
Participant's entire benefits payable exceed $3,500 at the time they are payable
and prior to the commencement of distribution (or at the time of commencement of
any prior distribution), no portion thereof shall be paid during the
Participant's life before he reaches age 62 without his written consent given no
more than 90 days prior to such payment;
(b) in satisfaction of Section 401(a)(14) of the Code, unless the
Participant otherwise elects, payment of the Participant's benefits shall begin
not later than the 60th day after the close of the Plan Year in which the last
of the following occurs:
(1) the Participant attains age 62;
(2) the tenth anniversary of the Participant's commencement of
participation in the Plan; or
(3) the Participant ceases to be an Employee;
(c) in satisfaction of Section 401(a)(9) of the Code and subject to
any additional requirements or exceptions set forth in regulations promulgated
under that Section by the Secretary of the Treasury, including Proposed Treas.
Reg. (S) 1.401(a)(9)-2 (but not by way of providing any form or delay in
commencement of benefit not otherwise provided under this Plan),
49
<PAGE>
(1) payment of the Participant's benefits shall commence not
later than April 1 of the calendar year following the later of (A) the
calendar year in which the Participant attains age 70 1/2 (except, for a
Participant who attains age 70 1/2 in 1988 and who remains an Eligible
Employee on January 1, 1989, the calendar year 1989), or (B) for Plan Years
beginning before January 1, 1989 in the case of a Participant who is not a
5% owner as that term is defined in Section 416(i)(1)(B)(i) of the Code and
the regulations thereunder with respect to the calendar year in which he
attains age 70 1/2, the calendar year in which the Participant retires
under the terms of any pension plan maintained by an Affiliated Company;
(2) the Participant's entire interest shall be distributed either
(A) over his life or over his and his Beneficiary's joint lives, or (B)
over a period not extending beyond his life expectancy or his and his
Beneficiary's joint life expectancies; and
(3) if the Participant dies after benefit payments begin and
before his entire interest has been distributed, the form of distribution
in effect before his death shall not be changed unless his remaining
interest shall be distributed at least as rapidly as under the form of
distribution in effect before he died;
provided that the requirements of this Section 10.3(c), other than any
additional requirements set forth in regulations promulgated by the Secretary of
the Treasury under the "incidental death benefit" requirements of Section
401(a)(9)(G) of the Code, shall not apply to benefits under the "Section 242(b)
election" under Section 10.2(b);
(d) a Participant's benefits payable in the form of quarterly or
annual installments under Section 10.2(b) shall commence not later than December
31 of the year in which he attains age 70 1/2, and the minimum distribution made
in said year by said date (including a withdrawal under Section 9.2) shall be
the minimum distribution otherwise required to be made by April 1 of the
following year under subsection (c) above; and
(e) prior to July 1, 1989, a Participant's benefits shall commence not
later than the first day of the month following his attainment of age 68;
provided that a Participant who reached age 68 prior to July 1, 1989 and whose
benefits commenced as of the date he reached age 68 in the form of quarterly or
annual installments under Section 10.2(b) may, after June 30, 1988, elect to
cease the further receipt of benefits until otherwise required under this
Section 10.3.
50
<PAGE>
10.4 Distributions.
-------------
(a) Election of Direct Rollover. If a Participant's benefits otherwise
---------------------------
payable after December 31, 1992 under this Article X constitute or include an
Eligible Rollover Distribution, and
(1) the Participant elects, no more than 90
days prior to the payment of his benefits, to have
(A) all (but not less than $200 in any Plan Year unless
permitted under a policy adopted by the Plan Committee) or
(B) a portion (but not less than $500 unless permitted under
a policy adopted by the Plan Committee)
of the Eligible Rollover Distribution (to the extent it is not an
outstanding Loan obligation offset against the Participant's benefits under
Section 10.1) paid directly to an Eligible Retirement Plan,
(2) the Participant specifies such Eligible Retirement Plan in
his election on a form provided, and in the manner prescribed, by the Plan
Committee, and
(3) if required under a policy adopted by the Plan Committee, the
trustee or plan custodian of, or the contract issuer under, the Eligible
Retirement Plan certifies prior to the date for the payment of the
Participant's benefits, on a form provided by or acceptable to the Plan
Committee, that the Eligible Retirement Plan is, or is intended to be,
(A) an individual retirement account or individual
retirement annuity (other than an endowment contract) meeting the
requirements of Sections 408(a) and 408(b) of the Code, respectively,
(B) a qualified trust meeting the requirements of Section
401(a) of the Code which is part of a defined contribution plan, the
terms of which permit the acceptance of rollover distributions, or
(C) an annuity plan meeting the requirements of Section
403(a) of the Code,
as the case may be,
then the portion of the Eligible Rollover Distribution designated by the
Participant (to the extent it is not an outstanding Loan obligation offset under
Section 10.1) shall be paid in a direct rollover to the Eligible Retirement Plan
specified by the Participant. A Participant's failure to
51
<PAGE>
make a timely election under this subsection (a) and to timely furnish the
certification required under paragraph (3) hereof shall be treated as an
election against a direct rollover of any portion of his benefits. A
Participant's election with respect to one payment in a series of periodic
payments shall apply to all subsequent payments in the series, provided that the
Participant shall be entitled to change his election at any time, in the same
manner specified in this subsection(a) for making an initial election, with
respect to subsequent payments in the series.
(b) Trustee. All distributions hereunder shall be made by the Trustee as
-------
of the date(s) specified in this Article X. The Trustee shall be entitled to
receive written instructions and proper notice from the Plan Committee, or any
person or committee designated by the Plan Committee, with respect to any
distribution and shall not be required to make such distributions until such
instructions have been received in a form which in the opinion of the Trustee is
sufficiently clear with respect to the distributions required.
ARTICLE XI
Beneficiary's Benefits Upon Participant's Death
-----------------------------------------------
11.1 Beneficiary's Benefits. Upon the death of a Participant prior to his
----------------------
Benefit Commencement Date, his Beneficiary shall be entitled to receive the
entire nonforfeitable interest in the Participant's accounts valued as of the
Valuation Date with respect to Participants' accounts as of which the accounts
are liquidated to purchase the Beneficiary's benefits in accordance with this
Article, reduced by any security interest held by the Plan by reason of Loans
outstanding to the Participant unless such outstanding Loans are timely repaid
in accordance with Section 12.4(c).
11.2 Beneficiary and Form of Benefits.
--------------------------------
(a) Participant's Designation of Beneficiary. Except to the extent
----------------------------------------
otherwise stated in a Beneficiary designation under this subsection (a), to the
extent no Beneficiary is validly designated under this subsection (a) or to the
extent no such validly designated Beneficiary survives the Participant, the
Participant's Beneficiary shall be his Spouse, or, if there is no Spouse, the
Participant's surviving children in equal shares, or, if there is no Spouse or
surviving child, the Participant's estate.
On a form provided by or acceptable to the Plan Committee and signed by the
Participant, a Participant may designate (elect) as his Beneficiary one or more
persons (which can include the Participant's Spouse and can include primary and
52
<PAGE>
contingent Beneficiaries) or trusts, provided that the estate of a Beneficiary
who dies prior to the Beneficiary's Benefit Commencement Date shall not be the
contingent beneficiary unless expressly so provided in the Participant's
election. If the Participant is married upon his death, such election shall not
be effective unless:
(1) the Participant's Spouse (if any) consents, or has consented,
in writing to such election (which consent shall be irrevocable with
respect to the election to which it was given), and
(A) such consent is witnessed by a notary public;
(B) the non-Spouse Beneficiary (if any) designated by the
election may not be changed (other than revoked) without the Spouse's
similarly notarized written consent (except to the extent, if any,
that the Spouse's consent expressly permits further Beneficiary
designations by the Participant without the Spouse's further consent);
and
(C) the Spouse's consent acknowledges the effect of such
election; or
(2) it is established to the satisfaction of the Plan Committee
that such consent cannot be obtained
(A) because the Participant has no Spouse;
(B) because the Spouse cannot be located; or
(C) because of such other circumstances as the Secretary of
the Treasury may by regulations prescribe.
If the Participant is married upon his death, then
. if he had ever elected a Life Annuity under this Plan, or
. if (but only to the extent that) his benefits are attributable to a
Pension Account,
his election, even if it satisfies the foregoing requirements, shall not be
effective if it was made prior to the year in which he reached age 35 and he
died during or any time after the said year.
(b) Beneficiary's Election of Form of Benefits. Unless he otherwise
------------------------------------------
elects in accordance with this subsection (b), a Beneficiary's benefits shall be
paid as:
53
<PAGE>
(1) a spousal single life annuity (a monthly annuity to the
Participant's Spouse for the Spouse's life), if and to the extent that:
(A) the Beneficiary is the Participant's Spouse,
(B) the Participant ever elected a Life Annuity under this Plan
or (but only to the extent that) the Participant's benefits are
attributable to a Pension Account, and
(C) the entire benefits payable exceed $3,500 at the time they
are payable and prior to the commencement of distribution (or at the
time of commencement of any prior distribution); or
(2) a single lump sum, in cash, otherwise; provided that if such lump
sum is comprised of more than one check or similar instrument, all such
instruments shall be paid within the same taxable year of the Beneficiary.
On a form provided by or acceptable to the Plan Committee and signed by the
Beneficiary after the Participant's death and prior to the commencement of
benefits, the Beneficiary may elect, in lieu of the form of benefits otherwise
payable under this Section, that, subject to the requirements of Section 11.3,
his benefits be paid as:
. a single lump sum, in cash; provided that if such lump sum is comprised
of more than one check or similar instrument, all such instruments shall
be paid within the same taxable year of the Beneficiary; or
. an annuity, including a single life annuity or a term certain annuity,
provided under a single premium annuity contract issued by an insurance
company and purchased with the Beneficiary's benefits and meeting the
requirements of Section 11.3(b); or
. quarterly or annual installments in cash, in an amount specified by the
Beneficiary, to be paid solely from the balance of the Participant's
accounts (with the unpaid portion of the accounts remaining invested
pursuant to Article VI and accumulating investment earnings (whether gain
or loss) pursuant to Article VII) until the earlier of the Beneficiary's
death or the depletion of the Participant's accounts, and the remainder
(if any), thereafter to be paid to the Beneficiary's estate in a single
lump sum, in cash.
54
<PAGE>
In applying the requirements of Section 11.3(b), life expectancy will not be
recalculated except to the extent, with respect to a Spouse's election of
quarterly or annual installments under this subsection (b), that the Spouse so
elects, no later than the required commencement date specified under Section
11.3(b) (whether or not the Spouse's benefit has already commenced), which
election shall be revocable any time prior to said required commencement date
(whether or not the Spouse's benefit has already commenced).
(c) Modification of Installment Payments While in Pay Status. Effective
--------------------------------------------------------
upon the receipt from the Internal Revenue Service of a favorable determination
of qualification of the Plan as restated effective January 1, 1989, a
Beneficiary who is receiving benefits in the form of quarterly or annual
installments under subsection (b) above may revise his election prospectively to
increase or decrease the amount of installment payments (or may revoke his
election prospectively) by making a new election in writing in the same manner
as and subject to the restrictions upon his original election, where the date
scheduled for the payment of the first installment under the revised election
(or the first installment missed under a revoked election) shall be treated as
the commencement of benefits for purposes of applying the provisions of this
Article IX to the new election.
11.3 Commencement of Benefits. Except as may otherwise be elected by the
------------------------
Beneficiary on a form provided by the Plan Committee, the Beneficiary's benefits
shall commence as of the Valuation Date described in Section 11.1 as soon as
practicable following the date of the Participant's death; provided that to the
extent required by the following rules, a Beneficiary's benefits shall commence
as of and as soon as practicable after any other Valuation Date:
(a) in satisfaction of Section 417(e) of the Code, if
(1) the Beneficiary is the Participant's Spouse,
(2) the Participant ever elected a Life Annuity under this Plan
or (but only to the extent that) the Participant's benefits are
attributable to a Pension Account, and
(3) the Spouse's entire benefits payable exceed $3,500 at the
time they are payable and prior to the commencement of distribution (or at
the time of commencement of any prior distribution),
no portion thereof shall be paid prior to the date the Participant, if he had
not died, would have reached age 62 without the Spouse's written consent given
no more than 90 days prior to such payment;
55
<PAGE>
(b) in satisfaction of Section 401(a)(9) of the Code and subject to
any additional requirements or exceptions set forth in regulations promulgated
under that Section by the Secretary of the Treasury (but not by way of providing
any form or delay in commencement of benefit not otherwise provided under this
Plan), payment of the Beneficiary's benefits shall, upon the election of the
Beneficiary on a form provided by the Plan Committee:
(1) be completed not later than the last day of the calendar year
---------
containing the fifth anniversary of
(A) the Participant's death, or
(B) if the Participant's Beneficiary is his Spouse and the
Spouse dies before the commencement of payment of the Spouse's
benefits was made or required under the Section without the Spouse's
-----------
estate being contingent beneficiary under Section 12.2(a), the
Spouse's death; or
(2) if the benefits will be distributed over the Beneficiary's
life or over a period not exceeding the Beneficiary's life expectancy,
commence not later than (A) the last day of the calendar year next
--------
following the calendar year in which the Participant died, or (B) if later
and the Participant's Beneficiary is his Spouse and the Spouse does not die
before the commencement of payment of the Spouse's benefits, not later than
the last day of the calendar year in which the Participant, if he had not
died, would have reached age 70 1/2.
Any election under this subsection (b) must be made no later than the earlier of
-------
the completion date under paragraph (1) and the commencement date under
paragraph (2). If no election is timely made, payment shall be made in
compliance with paragraph (2) if the Beneficiary is the Participant's Spouse and
otherwise in compliance with paragraph (1).
If the Participant's Spouse is the Beneficiary but dies before distribution of
the Spouse's benefit has begun in annuity form and before distribution was
required to begin under this subsection (b) (even if it had begun in other than
- --------
annuity form), payment to the contingent Beneficiary (whether or not the
Spouse's estate), shall be subjected to the requirements of this subsection (b)
by substituting the Spouse's date of death for the Participant's date of death.
11.4 Distributions.
-------------
(a) Election of Direct Rollover by Spouse. If the benefits of a
-------------------------------------
Participant's Spouse otherwise payable after December 31, 1992 under this
Article X constitute or include an Eligible Rollover Distribution, and
56
<PAGE>
(1) the Spouse elects, no more than 90
days prior to the payment of his benefits, to have
(A) all (but not less than $200 in any Plan Year unless
permitted under a policy adopted by the Plan Committee) or
(B) a portion (but not less than $500 unless permitted under
a policy adopted by the Plan Committee)
of the Eligible Rollover Distribution (to the extent it is not an
outstanding Loan obligation offset against the Spouse's benefits under
Section 11.1) paid directly to an Eligible Retirement Plan which is an
individual retirement account or individual retirement annuity (but not a
Section 401(a) qualified trust or a Section 403(a) annuity plan),
(2) the Spouse specifies such individual retirement plan or
annuity in his election on a form provided, and in the manner prescribed,
by the Plan Committee, and
(3) if required under a policy adopted by the Plan Committee, the
plan custodian of the individual retirement plan or annuity certifies prior
to the date for the payment of the Spouse's benefits, on a form provided by
or acceptable to the Plan Committee, that the individual retirement plan
or annuity is, or is intended to be, an individual retirement account or
individual retirement annuity (other than an endowment contract) meeting
the requirements of Sections 408(a) and 408(b) of the Code, respectively,
then the portion of the Eligible Rollover Distribution designated by the Spouse
(to the extent it is not an outstanding Loan obligation offset under Section
11.1) shall be paid in a direct rollover to the individual retirement plan or
annuity specified by the Spouse. A Spouse's failure to make a timely election
under this subsection (a) and to timely furnish the certification required under
paragraph (3) hereof shall be treated as an election against a direct rollover
of any portion of his benefits. A Spouse's election with respect to one payment
in a series of periodic payments shall apply to all subsequent payments in the
series, provided that the Spouse shall be entitled to change his election at any
time, in the same manner specified in this subsection(a) for making an initial
election, with respect to subsequent payments in the series.
(b) Trustee. All distributions hereunder shall be made by the Trustee as
-------
of the date(s) specified in this Article XI. The Trustee shall be entitled to
receive written instructions and proper notice from the Plan Committee, or any
person or committee designated by the Plan
57
<PAGE>
Committee, with respect to any distribution and shall not be required to make
such distributions until such instructions have been received in a form which in
the opinion of the Trustee is sufficiently clear with respect to the
distributions required.
ARTICLE XII
Loans
-----
12.1 Loan Amount, Term and Interest Rate.
-----------------------------------
(a) Amount. Effective January 1, 1991 or as soon thereafter as
------
practicable, any Active Participant may borrow from the Plan an amount that does
not exceed the smallest of:
(1) 100% of the value of the Participant's entire nonforfeitable
interest in his accounts, other than his After-Tax Contributions Account
and Transfer Account, under this Plan;
(2) 50% of the value of the Participant's entire nonforfeitable
interest in his accounts, less the balance of all other outstanding Loans
to the Participant under this Plan;
(3) $50,000 less the highest outstanding balance of loans to the
Participant under all tax-qualified defined benefit and defined
contribution plans of the Affiliated Companies, including this Plan, during
the one-year period ending on the day immediately preceding the date of the
Loan;
(4) 50% of the present value of the Participant's nonforfeitable
accrued benefits (determined without regard to any deductible employee
contributions as defined in Section 72(o)(5)(B) of the Code) under all tax-
qualified defined benefit and defined contribution plans of the Affiliated
Companies, including this Plan, as determined by the Plan Committee (but
not less than $10,000), less the balance of all other loans outstanding to
the Participant under all tax-qualified defined benefit and defined
contribution plans of the Affiliated Companies, including this Plan; or
(5) such lesser maximum amount as the Plan Committee may from
time to time establish and apply uniformly to all Loans made pursuant to
the terms of the Plan.
Loans shall be granted in $100 increments, provided that the minimum amount of
any Loan granted under the Plan shall be $1,000. For purposes of this Section
12.1 the value of a
58
<PAGE>
Participant's accounts shall be determined as of such date as the Plan Committee
shall determine.
(b) Term. Loans shall be granted for a minimum term of one year, or for a
----
term that is an integral multiple of one year up to a maximum term of five
years, provided that:
(1) the term of the Loan may not result in payments per weekly
payroll period of less than $10 ($50 per monthly payroll period), or such
greater amount as the Plan Committee may from time to time determine;
(2) a Loan used solely to acquire the principal residence of the
Participant may have a term not exceeding ten years, and a Loan outstanding
under the Telerate Retirement Plan at December 31, 1990 used solely to
acquire the principal residence of the Participant or (for Loans not made
after December 31, 1986) to acquire, construct, reconstruct, or
substantially rehabilitate the principal residence of the Participant or a
member of his family may have a term exceeding five years, as specified in
the note for said Loan; and
(3) no loan term shall extend beyond April 1 of the calendar year
immediately following the calendar year in which the Participant reaches
age 70-1/2.
(c) Interest Rate. Loans shall bear such rate of interest as the Plan
-------------
Committee determines, under a written procedure established by it (which shall
constitute a part of the Plan), will provide a return commensurate with the
interest rates charged by persons in the business of lending money for loans
which would be made under similar circumstances.
(d) Level Amortization. Except as provided in regulations prescribed by
------------------
the Secretary of the Treasury, Loans (including Loans made after December 31,
1986 and outstanding under the Telerate Retirement Plan at December 31, 1990)
shall require substantially level amortization (with payments not less
frequently than quarterly) over the term of the Loan.
(e) Periodic Approval. Loans shall be approved by the Plan Committee
-----------------
effective on the last day of a month or such other or additional days as the
Plan Committee may establish applicable to all Participants; provided, however,
that in the sole discretion of the Plan Committee, a Loan may be approved
effective on a date other than such date if administratively feasible and if
emergency circumstances exist for a Participant.
(f) Administrative Charge. For each Loan, the Participant's accounts may
---------------------
be charged a one-time loan origination fee and an annual maintenance fee, each
in a flat
59
<PAGE>
dollar amount as determined and established from time to time by the Plan
Committee (and applicable to all Loans, only to additional Loans, only to Loans
to Inactive Participants, or otherwise, as determined by the Plan Committee) as
appropriate to defray, but not to exceed, the Plan's average per Loan
administration costs or incurred expenses.
12.2 Frequency of Loans.
------------------
(a) A Participant may be granted a Loan under this Plan no more frequently
than twelve months following the date of the grant of the Participant's last
Loan from, and no more frequently than 24 months following a default of a Loan
of the Participant under, this Plan (or, except for prior Loans made or
defaulted before January 1, 1991, any other Plan maintained by an Affiliated
Company) or such longer period of time as the Plan Committee may from time to
time establish applicable to all Participants.
(b) A Participant shall not have more than five Loans outstanding at any
time under this Plan and all other plans maintained by the Affiliated Companies.
12.3 Security for Loans.
------------------
(a) No Loan shall be made to any Participant prior to the execution
and delivery by the Participant of an application therefor, a note payable to
the Trustee on which the Participant shall be personally liable for the amount
of the Loan and in a form prescribed by the Plan Committee, an authorization for
payroll deductions for repayment of the Loan, the written consent of the
Participant and, if he is married at the time of the making of the Loan and
(1) he had ever elected a Life Annuity under this Plan, or
(2) the Loan is funded in whole or in part from the Participant's
Pension Account pursuant to the provisions of Section 12.3(b),
the notarized written consent of the Participant's then-current spouse, to the
making of the Loan and to the possible reduction of the Participant's accounts
under the terms of the Plan to satisfy the Loan obligation, provided further
that such consent or consents shall be given within 90 days prior to the making
of the Loan.
(b) Cash equal to the value of any Loan granted plus the loan
origination fee, if any, under Section 12.1(f) shall be transferred from the
Investment Fund or Investment Funds (other than the Loan Fund) in which the
nonforfeitable portion of the Participant's accounts, other than his After-Tax
Contributions Account and Transfer Account, are invested and which are
designated by the Plan Committee pursuant to uniform rules, in proportion to the
nonforfeitable amount of such accounts invested in such Investment Fund or
Investment
60
<PAGE>
Funds; however, the grant of a Participant's application for a Loan
shall not be deemed a change of investment designation with respect to his
existing account balances. The amount so transferred, less the loan origination
fee, if any, shall be paid to the Participant, and the remainder, in the amount
of the loan origination fee, shall remain unallocated in the Trust Fund. Upon
such transfer of cash to the Participant, the note evidencing the Participant's
Loan obligation to the Trust Fund shall be transferred to the Loan Fund. The
Participant's note shall be held as an investment of the Participant's account
in the Loan Fund, provided that, notwithstanding the nonalienation rule of
Section 17.4, the Loan Fund shall have a first lien on said note.
12.4 Repayment.
---------
(a) General. Repayment shall be accomplished through regular payroll
-------
deductions which shall be deemed "deductions authorized by the Participant" for
purposes of Section 4.2(a). Payments by a Participant shall be applied first to
outstanding interest and then to reduce the outstanding principal balance of the
Loan and shall be allocated to the Participant's accounts and invested as
designated from time to time by the Plan Committee pursuant to uniform rules. A
Participant shall be entitled to prepay without penalty all (but not merely a
part) of the total outstanding principal amount of and interest accrued on any
Loan under the Plan, provided that no prepayment shall be made earlier than one
year following the date the Loan is granted. Prepayments shall be allocated to
the Participant's accounts and invested in the same manner as repayments.
(b) Authorized Leave of Absence. A Participant with an outstanding
---------------------------
Loan who is placed on authorized leave of absence status for any reason shall,
in addition, be entitled to select one of the following modes of repayment while
not in pay status:
(1) installment payments equivalent in value to the payments
deducted from his paycheck, or
(2) deferred payment of all principal and interest for the
duration of the absence (but not to exceed one year), followed by the
reamortization, on the date on which the Participant returns to pay status
and at the then-current interest rate determined under Section 12.1(c), of
the then-outstanding principal and interest (including interest accrued
during the absence) in substantially equal installments over the remaining
Loan term, extended by the period of absence while not in pay status;
provided that in no event shall any Loan become due and payable later than the
expiration of the five-year limitation prescribed by Sections 12.1(b) and
12.2(b), unless otherwise permitted by those Sections.
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<PAGE>
(c) Death or Termination of Employment. If, prior to repayment of the
----------------------------------
total principal amount of and accrued interest on a note held by the Loan Fund,
(1) a Participant ceases to be an Employee for any reason other
than his death and the said amount is not repaid in full by the end of the
day (or, if the Participant did not voluntarily cease to be an Employee,
within 30 days after the day) he ceases to be an Employee, or
(2) a Participant dies and said amount, including any further
accrued interest, is not repaid in full within 90 days after his death,
then, unless the Participant (or, in the event of his death, his Beneficiary) is
described in Section 12.6, the Participant's applicable nonforfeitable account
balances shall be reduced, in proportion to their investment in the Loan Fund,
by the amount of said total outstanding principal amount and accrued interest
prior to the payment of any benefits to the Participant or his Beneficiary, and
the amount of such reduction shall be applied to satisfy the note held by the
Loan Fund.
(d) Default. If any Loan repayment required hereunder is not timely
-------
paid in full, the entire outstanding principal balance and accrued interest
shall become immediately due and payable, and interest shall continue to accrue
until the note held by the Loan Fund is satisfied in full.
12.5 Further Limitations on Loans. Notwithstanding anything to the
----------------------------
contrary contained in this Article XII, the Plan Committee reserves the right to
limit further the amount that may be borrowed hereunder, to limit further the
terms and conditions under which Loans will be made, or to declare a moratorium
on the granting of Loans to Participants on the basis of uniform and
nondiscriminatory rules.
12.6 Certain Beneficiaries and Inactive Participants. Any person who is a
-----------------------------------------------
"party in interest" to the Plan within the meaning of Section 3(14) of ERISA
(for example, a 5-percent owner or one of the 10 most highly compensated
employees) and who is either a Beneficiary having an account under the Plan or
an Inactive Participant shall be entitled to borrow from the Plan on the same
terms and conditions as an Active Participant, provided that:
(a) the principal residence exception under Section 12.1(b) shall
apply only with respect to the principal residence of a Participant, and
(b) the requirement under Section 12.4(a) for repayment through
regular payroll deductions shall not apply unless the Inactive Participant is an
employee of a Company.
62
<PAGE>
12.7 Loans "Made" After December 31, 1986. Any provision of this Article
------------------------------------
XII which is specifically applicable to Loans "made" after December 31, 1986
shall be applicable to Loans (including Loans remaining outstanding under the
Telerate Retirement Plan at December 31, 1990) made, renewed, renegotiated,
modified or extended after such date. Any provision of this Article XII which
is specifically applicable to Loans "not made" after December 31, 1986 shall be
applicable to Loans not made, renewed, renegotiated, modified or extended after
such date, but remaining outstanding under the Telerate Retirement Plan at
December 31, 1990.
ARTICLE XIII
Administration of Plan
----------------------
13.1 Appointment of Plan Committee. There shall be a Plan Committee which
-----------------------------
shall consist of not fewer than three (3) nor more than seven (7) members who
shall be appointed by the Board of Directors. Members of the Plan Committee
shall hold office until their death, resignation, disqualification or removal.
The Plan Committee shall be the Plan Administrator.
13.2 Resignation and Removal of Members. Any member of the Plan Committee
----------------------------------
may resign at any time by giving written notice to the other members and to the
Board of Directors, effective as therein stated. Any member of the Plan
Committee may, at any time, be removed by the Board of Directors.
13.3 Appointment of Successors. Upon the death, resignation,
-------------------------
disqualification or removal of any member of the Plan Committee, the Board of
Directors may appoint a successor. Notice of appointment of a successor member
shall be given by the Board of Directors in writing to the Plan Committee and to
the Trustee.
13.4 Power and Duties of the Committee. The Plan Committee shall have full
---------------------------------
power, authority and (after June 22, 1994) discretion to control and manage the
operation and administration of the Plan and to construe and apply all of its
provisions, provided that the Plan Committee shall have no power, authority, or
responsibility with respect to those matters which are the responsibility of the
Trustee. Any action taken after June 22, 1994, by the Plan Committee in its
discretion (or before June 23, 1994 by the Plan Committee in good faith) in the
exercise of authority conferred upon it by this Plan shall be conclusive and
binding upon Participants, their Beneficiaries and all other persons. All
discretionary powers conferred upon the Plan Committee shall be absolute,
provided that no discretionary power shall be exercised in such manner as to
cause or create discrimination in favor of Employees who are
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officers or shareholders of any Company or Highly Compensated Employees. The
authority of the Plan Committee shall include, but not by way of limitation, the
following:
(a) Authority to interpret the provisions of the Plan and to determine
any questions arising under the Plan or in connection with the administration or
operation thereof;
(b) Authority to determine all questions affecting the eligibility of
any person to be, become or remain a Participant in the Plan;
(c) Authority to determine the Service of any person and to compute
the amount of benefit or other sum payable under the Plan to any person;
(d) Authority to determine all questions regarding the status of any
person as a Participant;
(e) Authority to authorize and direct all disbursements of benefits
and other sums under the Plan and to determine the manner in which benefits
shall be payable to Participants;
(f) Authority to adopt such rules as it may deem desirable for the
purpose of regulating the conduct and discharge of its business and duties in
the administration of the provisions of the Plan, provided that such rules shall
not be inconsistent with the provisions of the Plan;
(g) Authority to purchase such liability insurance as it may deem
appropriate in connection with the operation and administration of the Plan;
(h) Authority to direct the Trustee to undertake and assume the
authority and responsibility to invest and reinvest the assets of the Plan and
to make any decision respecting assets of the Plan, provided that any such
direction shall be in writing;
(i) Authority to engage such legal, actuarial, accounting, clerical,
administrative, medical and other services as it may deem proper, including
authority to employ one or more persons to render advice with regard to any
responsibility which the Plan Committee, any member thereof or any other person
designated under Section 13.5 may have under the Plan;
(j) Authority to charge a Participant's accounts an administration fee
or fees in such amount or amounts as determined and established from time to
time by the Plan Committee, on a uniform basis applicable to all Participants'
accounts (or to Inactive Participants accounts, or to accounts of Inactive
Participants who ceased being Active Participants before reaching age 55 or with
at least ten (10) Years of Service), as appropriate to defray,
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<PAGE>
but not to exceed, the Plan's average administration costs or incurred expenses
for each transaction relating specifically to the Participant's accounts for
which the Plan Committee shall determine that such specific charge or charges is
appropriate; and
(k) Authority to perform or cause to be performed such further acts as
it may deem to be necessary, appropriate or convenient in the exercise of its
power and authority under the Plan.
13.5 Allocation and Delegation of Duties. The Plan Committee may allocate
-----------------------------------
its fiduciary responsibilities among its members and may designate other persons
(or committee(s) of persons) to carry out fiduciary or other responsibilities
(other than responsibilities for the management or control of Plan assets) under
the Plan. Pursuant to this Section, the Plan Committee shall appoint from among
its members a chairman and a secretary, who shall have such duties as the Plan
Committee may provide from time to time. The Plan Committee, and any person
delegated under the provisions hereof to carry out any responsibilities under
the Plan, shall be entitled to rely upon information, data and documentation
furnished by any Company, tables, valuations, certificates, and reports
furnished by actuaries, and upon certificates, reports, and opinions made or
given by any accountant, legal counsel or other expert or advisor (who may be
employed or retained by one or more Affiliated Companies) selected or approved
by the Plan Committee; and the members of the Plan Committee and any delegate
thereof shall not be liable, except to the extent provided by law, for any
action taken, suffered or omitted by them in good faith or for any such action
in reliance upon any such actuary, accountant, legal counsel or other expert or
advisor, or upon any information, data, documentation, report or opinion
furnished by the same or by any Company.
13.6 Committee Procedure. A majority of the members of the Plan Committee
-------------------
as constituted at any time shall constitute a quorum, and any action by a
majority of the members present at any meeting, or authorized by a majority of
the members in writing without a meeting, shall constitute the action of the
Plan Committee. A member of the Plan Committee who is also a Participant
hereunder shall not vote on any question involving his own interest under the
Plan, as distinguished from interests of others similarly situated. The Plan
Committee may authorize each or any one or more of its members to execute any
document or documents on behalf of the Plan Committee, in which event it shall
notify the Trustee in writing of such action and the name or names of its
members so designated, and the Trustee may thereafter accept and rely upon any
document executed by such member or members as representing action by the Plan
Committee until the Plan Committee shall file with the Trustee a written
revocation of such designation.
65
<PAGE>
13.7 Investment Manager. The Plan Committee may appoint one or more
------------------
Investment Managers (as defined in Section 3(38) of ERISA) to manage all or any
part of the assets of the Plan. Such appointment shall be reflected in the
minutes of the Plan Committee. The Investment Manager(s) shall discharge its
duties in accordance with applicable law and in particular in accordance with
Section 404(a)(1) of ERISA. The Investment Manager(s), when appointed, shall
have such responsibility to manage the assets of the Plan as the Plan Committee
shall designate, and the Plan Committee shall thereafter have no responsibility
for the management of such assets to the extent that responsibilities are
designated to be the responsibilities of the Investment Manager(s).
13.8 Compensation of Committee. Members of the Plan Committee shall serve
-------------------------
as such without compensation from the Plan, but may receive compensation from an
Affiliated Company for so serving.
13.9 Expenses. Ordinary and necessary expenses incurred in connection with
--------
the establishment or termination of the Plan may be paid from the Trust Fund to
the extent allowed under Section 403(c)(1) of ERISA. Ordinary and necessary
expenses (including the cost of any bond required under Section 412 of ERISA)
incurred for any Plan Year in connection with administering the Plan, other than
establishment or termination expenses, may be paid from the Trust Fund. To the
extent expenses incurred in establishing, administering or terminating the Plan
are not paid from the Trust Fund they shall be paid by the Affiliated Companies.
13.10 Information Required From Participants. Each Participant or
-------------------------------------
Beneficiary will furnish to the Plan Committee such information in writing as
the Plan Committee considers necessary or desirable for purposes of
administering the Plan, and the provisions of the Plan respecting any payments
thereunder are conditional upon the Participant's or Beneficiary's furnishing
promptly such true, full and complete information as the Plan Committee may
request. Any notice or information which, according to the terms of the Plan or
the rules of the Plan Committee, must be filed with the Plan Committee shall be
deemed so filed at the time that it is actually received by the Plan Committee.
13.11 Records. The Plan Committee shall keep a record of all its
-------
proceedings and shall keep, or cause to be kept, all such books, accounts,
records or other data as may be necessary or advisable in its judgment for the
administration of the Plan and properly to reflect the affairs thereof.
13.12 Reports to Participant. The Plan Committee or its designee shall
----------------------
notify each Participant semiannually, within a reasonable time after each June
30 and December 31, of the
66
<PAGE>
balances of such Participant's accounts as of such date, unless the Plan
Committee determines to make such reports at lesser or greater intervals, no
less frequently than annually. In the case of a Participant who is no longer an
Employee, a mailing of his statement of accounts to his last known home address
by first class mail shall be sufficient.
13.13 Multiple Fiduciary Capacity. Nothing in this Plan shall be deemed
---------------------------
to prohibit any person or group of persons from serving in more than one
fiduciary capacity with respect to the Plan.
ARTICLE XIV
Plan Assets
-----------
14.1 Trust. The Plan shall be funded by a Trust Fund held by the Trustee
-----
pursuant to the terms of the Trust Agreement, which shall be subject to the
provisions of the Plan.
14.2 Designation of Trustee. The Board of Directors shall have the
----------------------
authority to select the Trustee, to terminate the Trustee and to select a
successor Trustee, and to enter into such Trust Agreement, or any amendments or
modifications thereto, with the Trustee or any successor Trustee as the Board of
Directors shall determine is appropriate.
14.3 Investment and Management of Plan Assets. Except to the extent
----------------------------------------
delegated to the Trustee under, or pursuant to, the Trust Agreement, the
authority of the Plan Committee shall include, but not by way of limitation, the
following:
(a) Authority to control, invest, reinvest, manage and dispose of all
assets of the Trust Fund;
(b) Authority to direct the Trustee with respect to investment and
reinvestment of the assets of the Plan and authority to make any decision
respecting assets of the Plan;
(c) Authority to make or provide for the making of any audit or
examination of the investment affairs of the Plan;
(d) Authority to designate Investment Funds available to Participants
for the investment of the amounts credited to their accounts, and to specify the
terms upon which such selections may be made; and
(e) Authority to perform or cause to be performed such further acts as
it may deem to be necessary, appropriate or convenient in the exercise of its
power and authority under the Plan.
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<PAGE>
ARTICLE XV
Claims
------
15.1 Claims for Benefits. Any claim for benefits by a Participant or
-------------------
anyone claiming through a Participant under the Plan shall be delivered in
writing by the claimant to the Plan Committee. The claim shall identify the
benefits being requested and shall include a statement of the reasons why the
benefits should be granted. The Plan Committee shall grant or deny the claim.
If the claim is denied in whole or in part, the Plan Committee shall give
written notice to the claimant setting forth: (a) the reasons for the denial,
(b) specific reference to pertinent Plan provisions on which the denial is
based, (c) a description of any additional material or information necessary to
request a review of the claim and an explanation of why such material or
information is necessary, and (d) an explanation of the Plan's claim review
procedure. The notice shall be furnished to the claimant within a period of
time not exceeding 90 days after receipt of the claim, except that such period
of time may be extended, if special circumstances should require, for an
additional 90 days commencing at the end of the initial 90-day period. Written
notice of any such extension shall be given to the claimant before the
expiration of the initial 90-day period and shall indicate the special
circumstances requiring the extension and the date by which the final decision
is expected to be rendered.
15.2 Appeals Procedure. A claimant who has been denied a claim for
-----------------
benefits, in whole or in part, may, within a period of 60 days following his
receipt of the denial, request a review of such denial by filing a written
notice of appeal with the Plan Committee. In connection with an appeal, the
claimant (or his authorized representative) may review pertinent documents and
may submit evidence and arguments in writing to the Plan Committee. The Plan
Committee may decide the questions presented by the appeal, either with or
without holding a hearing, and shall issue to the claimant a written notice
setting forth: (a) the specific reasons for the decision and (b) specific
reference to the pertinent Plan provisions on which the decision is based. The
notice shall be issued within a period of time not exceeding 60 days after
receipt of the request for review; except that such period of time may be
extended, if special circumstances (including, but not limited to, the need to
hold a hearing) should require, for an additional 60 days commencing at the end
of the initial 60-day period. Written notice of any such extension shall be
provided to the claimant prior to the expiration of the initial 60-day period.
The decision of the Plan Committee shall be final and conclusive.
68
<PAGE>
ARTICLE XVI
Amendment and Termination
-------------------------
16.1 Amendment. The Board of Directors, by resolution, and the Plan
---------
Committee, in accordance with Section 13.6, each shall have the right at any
time, and from time to time, to modify or amend in whole or in part, any or all
of the provisions of the Plan and Trust or any insurance contract forming a part
of the Plan, but, except as otherwise provided in this Article or in Section
17.3, or as otherwise permitted under Section 411(d)(6) of the Code, no such
amendment or modification shall have the effect of revesting in the Companies
any part of the Trust Fund or reducing the accrued benefits of Participants or
of diverting any part of the Trust Fund to any purpose other than for the
exclusive benefit of Participants and their Beneficiaries and the payment of
reasonable Plan administration expenses; provided that any such amendment
adopted by the Plan Committee is necessary or appropriate to facilitate the
administration, management or interpretation of the Plan or to conform the Plan
thereto, or to maintain the compliance of the Plan, Trust or such insurance
contract with the requirements of Sections 401(a) and 501(a) of the Internal
Revenue Code and with ERISA or any other applicable law, unless such amendment
shall have a material effect on the currently estimated cost to the Companies of
maintaining the Plan. No amendment which affects the rights, duties or
responsibilities of the Trustee shall be effective without the Trustee's written
consent.
16.2 Termination or Partial Termination. The Board of Directors, by
----------------------------------
resolution, shall have the right to terminate or partially terminate the Plan at
any time. Upon the termination or partial termination of the Plan, or upon the
complete discontinuance of contributions under the Plan, the accounts of
Participants affected by the termination, partial termination, or complete
discontinuance of contributions, as the case may be, shall be nonforfeitable.
Any Company may, by action of its board of directors, by resolution,
withdraw at any time from participation in the Plan, at which point the
Participants who are its Eligible Employees shall become Inactive Participants.
16.3 Merger or Consolidation of Plan Assets; Mergers into the Plan;
--------------------------------------------------------------
Transfers of Plan Assets. Subject to satisfying the requirements of this
- ------------------------
Section and Section 411(d)(6) of the Code:
(a) Upon the approval of the Board of Directors and the new or
successor employer of the affected Participants, the Plan may be merged into or
consolidated with another defined contribution plan, and all or a portion
69
<PAGE>
of its assets or liabilities may be transferred to another plan; provided that
such other plan and its related trust (i) are qualified within the meaning of
Sections 401(a) and 501(a) of the Code ("tax-qualified"), and (ii) assume the
Plan liabilities of all affected Participants.
(b) Upon the approval of the Board of Directors and the employer of
the affected participants, any other tax-qualified defined contribution plan
sponsored by an Affiliated Company may be merged into this Plan, with this Plan
as the surviving instrument; provided that if such merger is prior to June 23,
1994, it shall require the specific approval of the Board of Directors and, if
applicable, the board of directors (or other governing body, if applicable) of
the Affiliated Company. Thereupon:
(1) The Affiliated Company shall become a co-sponsor of the Plan,
included in the definition of Company hereunder. In any such case, the
Plan shall remain a single plan with any and all of its assets (regardless
of the entity to whose contributions such assets can be traced) available
to pay the benefits of each Participant and Beneficiary hereunder and any
other liabilities of the Plan.
(2) The assets of the merged plan shall be transferred to the
Trustee and be assets of the Plan, and the liabilities of the merged plan
shall be liabilities of the Plan.
(3) Each participant in the merged plan shall become a
Participant in the Plan on the merger date, with accrued or vested benefits
under the Plan equal to his accrued or vested benefits under the merged
plan, and thereafter shall continue to participate in the Plan, or not, in
accordance with its terms.
(4) If so directed by the Board of Directors, there shall be a
separate accounting of the benefits of a Participant transferred from the
merged plan and any other benefits of the Participant under the Plan, such
that contributions, gains, losses, withdrawals, forfeitures, and other
credits or charges are allocated between the transferred benefits and any
other benefits on a reasonable and consistent basis.
(c) Upon the approval of the Board of Directors and the employer of
the affected Participants, the assets and liabilities of any other tax-qualified
defined contribution plan may be transferred to this Plan.
To the extent that Section 401(a)(12) or 414(1) of the Code is applicable and in
accordance therewith, no merger, consolidation, or transfer pursuant to this
Section shall be consummated unless each Participant and Beneficiary under the
Plan (or, in the case of subsection (a) above, each
70
<PAGE>
participant in the merged, transferee or successor plan) would, if the resulting
plan (or, in the case of subsections (b) and (c) above, the Plan) then
terminated, receive a benefit immediately after the merger, consolidation, or
transfer that is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer,
if the Plan (or, in case of subsections (b) and (c) above, the transferor or
successor plan) had then terminated; provided that the foregoing provisions of
this Section shall not apply if such alternative requirements that may be
imposed by the regulations under Section 414(1) of the Code are satisfied.
ARTICLE XVII
Miscellaneous Provisions
------------------------
17.1 No Contract of Employment. The adoption and maintenance of this Plan
-------------------------
shall not be deemed to constitute a contract of employment or otherwise between
any Affiliated Company and any Employee, former Employee or Participant, or to
be a consideration for, or an inducement or condition of, any employment.
Nothing contained herein shall be deemed to give to any Employee, former
Employee or Participant the right to be retained in the service of any
Affiliated Company or to interfere with the right of any Affiliated Company
employing such person to discharge, with or without cause, any Employee, former
Employee or Participant at any time.
17.2 No Liability for Benefits. Any benefits payable under this Plan shall
-------------------------
be paid or provided for solely from the Trust Fund, and the Affiliated Companies
assume no liability or responsibility therefor. The obligations of the
Companies hereunder are limited solely to the making of contributions to the
Trust Fund as provided for in this Plan.
17.3 Exclusive Benefit of Trust Fund. Except as otherwise provided in
-------------------------------
Article V, and subject to the rules below, the assets of the Trust Fund shall be
held for the exclusive purposes of providing benefits to Participants and their
Beneficiaries and defraying reasonable expenses of administering the Plan and
shall not inure to the benefit of any Company or Affiliated Company.
(a) Mistake of Fact. In the case of a contribution which is made by a
---------------
Company by a mistake of fact, such contribution shall be returned to the
contributing Company as promptly as practicable after the discovery of such
mistake, but in no event later than one year after the date such contribution
was made. Earnings attributable to a mistaken contribution shall not be
returned to the Company, but losses attributable thereto
71
<PAGE>
shall reduce the amount of such contributions to be returned.
(b) Failure of Qualification of Plan and Trust. All contributions of
------------------------------------------
the Companies to the Plan are conditioned upon the qualification of the Plan
under Section 401 of the Code. If the Plan receives an adverse determination as
to its qualification in respect of a Company, the Trustee shall, after paying
any applicable expenses, return to such Company any remaining contributions made
by such Company. Such remaining contributions shall be returned as promptly as
practicable, but in no event later than one year after the date of the final
denial of qualification of the Plan as to such Company, including the final
resolution of any appeals before the Internal Revenue Service or the courts.
Effective December 22, 1987, this subsection (b) shall apply only to
applications for determination as to initial qualification which are made within
the time prescribed by law for filing the Company's return for the tax year in
which the Plan was adopted, or such later date as the Secretary of the Treasury
may prescribe.
(c) Disallowance of Deduction. All contributions by the Companies to
-------------------------
the Plan are conditioned upon the deductibility thereof under Section 404 of the
Code. If and to the extent the deduction for any contribution of a Company is
disallowed by the Internal Revenue Service, the Trustee shall at the Company's
request, after deducting attributable losses but not including any attributable
earnings, return the disallowed portion of the contribution as soon as
practicable, but in no event later than one year after the date of the final
disallowance of the contribution, including the final resolution of any appeals
before the Internal Revenue Service or the Courts.
17.4 Nonalienation.
-------------
(a) General. None of the benefits, payments, proceeds, claims or
-------
rights of any Participant or Beneficiary hereunder shall be subject to any
claims of any creditor of such person, nor shall any such Participant or
Beneficiary have any right to alienate, anticipate, commute, pledge, encumber or
assign any claim or right hereunder or any of the benefits or payments of
proceeds which he may expect to receive, contingent or otherwise, under the
provisions hereof. In the event any person attempts to take any action contrary
to this Section, such action shall be null and void and of no effect, and the
Companies, the Plan Committee, the Plan Committee, the Trustee, the Investment
Manager(s) and all persons having any interest in the Trust Fund and their
Beneficiaries shall disregard such action and are not in any manner bound
thereby, and they, and each of them, shall suffer no liability for any such
disregard thereof, and shall be reimbursed on demand out of the Trust Fund or by
the responsible Participant or Beneficiary for the amount of any loss, cost or
expense incurred as a result of
72
<PAGE>
disregarding or of acting in disregard of such action. The preceding provisions
of this Section shall not apply to situations where a Participant is indebted to
the Trust Fund. In cases where a Participant is indebted to the Trust Fund, the
Trustee is permitted to levy against the accounts of the Participant to the
extent necessary to collect indebtedness owing from the Participant to the Trust
Fund and any unpaid interest, late charges, or other amounts.
(b) Company Securities. Company Securities held through the
------------------
Investment Fund, if any, designated to invest in the Company Securities cannot
be used to satisfy a loan made to the Plan or be used as collateral for a loan
made to the Plan.
(c) Exception for Qualified Domestic Relations Orders.
-------------------------------------------------
(1) The nonalienation rule of subsection (a) shall apply to the
creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant pursuant to a domestic relations order, except
that subsection (a) shall not apply if the Plan Committee or its delegate
determines that such order is a Qualified Domestic Relations Order.
(2) Upon receipt of a domestic relations order, the Plan
Committee or its delegate shall promptly notify the Participant and any
other alternative payee of the receipt of such order and the Plan's
procedures for determining the qualified status of domestic relations
orders.
(3) Within a reasonable period after the receipt of a domestic
relations order, the Plan Committee or its delegate shall determine the
qualified status of such order, and thereafter notify the Participant and
each alternate payee of such determination. During any period in which the
issue of whether a domestic relations order is a Qualified Domestic
Relations Order is being determined by the Plan Committee or its delegate,
or if the Plan Committee or its delegate has notice that the parties are
attempting to rectify any deficiencies in the order, the Plan Committee or
its delegate shall segregate in a separate account in the Plan or in an
escrow account the amounts which would have been payable to the alternate
payee during such period if the order had been determined to be a Qualified
Domestic Relations Order.
(4) If within 18 months after the date on which the first payment
would be required to be made under an order, the order is determined to be
a Qualified Domestic Relations Order, the Plan Committee or its delegate
shall pay the segregated amounts (plus interest thereon, if any) to the
person or persons
73
<PAGE>
entitled thereto. If within such 18 month period (A) it is determined that
the order is not a Qualified Domestic Relations Order or (B) the issue as
to whether such order is a Qualified Domestic Relations Order is not
resolved, the Plan Committee or its delegate (unless under a restraining
order prohibiting the disposition of benefits pending resolutions of a
suit) shall pay the segregated amounts (plus interest thereon, if any) to
the person or persons who would have been entitled to such amounts if there
had been no order. Any determination that an order is a Qualified Domestic
Relations Order which is made after the close of the 18 month period shall
be applied prospectively only from the date of such determination.
(5) For purposes of Section 414(p)(4)(A)(ii) of the Internal
Revenue Code, the interest rate for determining the present value of any
accrued benefit shall be the interest rate then in effect for determining
the amount of contributions under the Plan.
17.5 Common Trust Fund. The fact that for administrative purposes the Plan
-----------------
Committee or Trustee maintains separate accounts for each Participant shall not
be deemed to segregate for such Participant, or to give such Participant any
direct interest in, any specific assets in the Trust Fund held by the Trustee.
Except as provided herein, all such assets may be held and administered by the
Trustee as a commingled fund, subject to the provisions of the Plan for the
investment thereof in one or more Investment funds.
17.6 Responsibility of Fiduciaries. Members of the Plan Committee and Plan
-----------------------------
Committee, together with their assistants and representatives who are Employees,
shall be free from all liability for their acts and conduct in the
administration of the Plan and trust under the Trust Agreement, except for acts
of willful misconduct or gross negligence; provided that the foregoing shall not
relieve any of them from any responsibility or liability for any responsibility,
obligation or duty that they may have under ERISA.
17.7 Indemnity by Companies. In the event and to the extent not insured
----------------------
against by any insurance company under the provisions of any applicable
insurance policy, the Companies shall indemnify, hold harmless and, if
requested, defend the members of the Plan Committee and Plan Committee, together
with their assistants and representatives who are Employees, from and against
any and all claims, demands, suits or proceedings in connection with the Plan or
trust under the Trust Agreement that may be brought by Employees, Participants
or Beneficiaries or their legal representatives, or by any other person,
corporation, entity, government or agency thereof and from and against any and
all costs or other expenses, including but not limited to attorneys' fees
incurred by said members in
74
<PAGE>
connection with such claims, demands, suits or proceedings; provided that such
indemnification shall not apply to any such person for such person's acts of
willful misconduct or gross negligence, as determined by a no longer appealable
final judgment of a court of competent jurisdiction.
17.8 Inability to Locate Participants or Beneficiaries.
-------------------------------------------------
(a) Each Participant shall keep the Plan Committee advised of his
current address and the current address of each of his potential Beneficiaries.
Any payment, distribution or communication hereunder addressed to a Participant
or Beneficiary at the last address filed with the Plan Committee or, if no such
address has been filed, at the last address indicated on the records of the
Company in respect of the Participant, shall be deemed to have been delivered to
the Participant or Beneficiary three (3) days after such payment, distribution
or communication is deposited in the United States mail, postage prepaid.
(b) If the Plan Committee cannot, by making a reasonably diligent
attempt by mail, locate either the Participant, his Beneficiary or contingent
Beneficiary, as the case may be, within five (5) years following the date as of
which the person's benefits become payable under the Plan, the total amount
shall be forfeited and shall be used to reduce Company contributions under the
Plan; provided, that if such person to whom a benefit is payable makes a claim
in writing for such benefit after the expiration of the five (5) year period,
the benefit shall be reinstated. In the event of such reinstatement, payment
shall commence to such person in the same form and amount as initially
applicable, commencing as soon as practicable after the date on which the Plan
Committee receives his written claim.
17.9 Payment in Case of Incapacity. In the event that the Plan Committee
-----------------------------
shall find that any Participant or Beneficiary to whom a benefit is payable
under this Plan is unable to manage his own affairs because of illness,
accident, or other mental or physical incompetence, or is unable to give a valid
receipt, the Plan Committee may cause the payment becoming due to such
Participant or Beneficiary to be paid to another person selected by the Plan
Committee in its sole discretion for the benefit of the Participant or
Beneficiary without responsibility on the part of the Plan Administrator, the
Plan Committee, any Affiliated Company or the Trustee to follow the application
of such payment; provided that if claim shall have been made therefor by an
existing and duly appointed guardian, conservator, committee or other duly
appointed legal representative, payment shall be made to such representative.
Any such payment shall be a payment for the account of the Participant or
Beneficiary and shall operate as a complete discharge of all liability therefor
under this Plan.
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<PAGE>
17.10 Headings. Article, Section and subsection headings are for
--------
convenient reference only and shall not be deemed to be a part of the substance
of this instrument or in any way to enlarge or limit the contents of any
Article.
17.11 Applicable Law. Except as may otherwise specifically be required by
--------------
the Trust Agreement, all legal questions pertaining to the Plan shall be
determined in accordance with ERISA and, to the extent not preempted by federal
law, the laws of the State of New York. All contributions made hereunder shall
be deemed to have been made in New York.
17.12 Agent for Service. The Secretary of Dow Jones & Company, Inc.,
-----------------
World Financial Center, 200 Liberty Street, New York, NY 10281, shall be the
agent for service of any legal process upon this Plan.
EXECUTED as of January 1, 1989 pursuant to the June 22, 1994,
Resolution of the Plan Committee amending and restating this Plan.
/s/ Leonard E. Doherty
-------------------------------
Leonard E. Doherty
Chairman, PLAN COMMITTEE
To the extent, if any, that the amendments contained in this
restatement affect the rights, duties or responsibilities of the Trustee, the
Trustee hereby CONSENTS, pursuant to Section 16.1 of the Plan.
FIDELITY MANAGEMENT TRUST COMPANY
By: /s/ John P. O'Reilly, Jr.
----------------------------
Title: Senior Vice President
76
<PAGE>
SCHEDULE A
TO
DOW JONES PROFIT-SHARING RETIREMENT PLAN
----------------------------------------
For purposes of the definition of "Eligible Employee" in Article I of the Plan,
collective bargaining agreements between a Company and any of the following
labor unions shall be deemed included in this Schedule A, unless the collective
bargaining agreement specifically excludes coverage under the Plan.
Newspaper, Magazine, Periodical Salesmen, Drivers,
Chauffeurs, Division Men, District Managers, Checkers,
Vendors and Handlers' Union Local No. 706, IBT (drivers)
Progressive Lodge No. 126 of the International Association of
Machinists and Aerospace Workers, AFL-CIO (machinists)
Chicago Mailers Union No. 2 (mailers)
Chicago Paperhandlers & Electrotypers Union No. 2
(paperhandlers)
Chicago Web Printing Pressmen's Union No. 7 (pressmen)
Chicago Typographical Union No. 16 (typographical workers)
(until this operation closed in Chicago on January 1, 1991)
Graphic Communications Union (formerly named Springfield
Printing Pressmen and Assistants Union) Local No. 85-C
(pressmen)
Springfield Typographical Union Local No. 216 (typographical
workers and mailers)
Dallas Mailers Union No. 143, ITU (mailers) (until ITU
merged locally with CWA, effective no later than
January 1, 1991)
Dallas Typographical Union No. 173, CWA (mailers) (after ITU
merged locally with CWA, effective no later than
January 1, 1991)
Dallas Typographical Union No. 173, CWA (typographical
workers) (under separate contract from mailers)
Dallas Graphic Communications International Union
Local No. 21 (pressmen)
St. Louis Mailers Union No. 3, Local 14620, CWA,
Printing, Publishing and Media Workers Sector (PPMWS)
(mailers)
St. Louis Graphic Communications Local Union No. 38N
(machinists)
St. Louis Graphic Communications Local Union No. 38N
(pressmen)
Independent Association of Publishers' Employees, Inc.
(IAPE)
Newspaper and Mail Deliverers' Union of New York and
Vicinity (drivers)
International Association of Machinist and Aerospace Workers
Lodge 68, District 115 (machinists) (until
decertification of that Union for the Palo Alto operation
in October 1991)
San Francisco Web Pressmen and Platemakers' Union No. 4
(pressmen)
Northern California Mailers Union No. 15 (mailers)
77
<PAGE>
Bay Area Typographical Union No. 21 (typographical workers)
(until this operation closed at Palo Alto on March 1,
1989)
San Francisco Paperhandlers' Union No. 24 (paperhandlers)
(until this operation closed at Palo Alto in June 1990)
Graphic Communications Union Local 404 (pressmen)
Southern California Typographical Mailers Union No. 17
(mailers)
Newark Mailers Union (formerly named Northern New Jersey
Mailers Union) No. 1100, IBT (mailers)
Graphic Communications International Union 8N (pressmen)
Graphic Communications International Union 8N
(earth station workers)
International Association of Machinists and Aerospace
Workers, AFL-CIO, District Lodge No. 67, Washington Lodge
No. 193 (machinists) (until recognition at White Oak
withdrawn on October 1, 1992)
Mailers Union No. 29 of Washington, DC (mailers)
Graphic Communications Union Local No. 449 (paperhandlers)
Graphic Communications Union Local No. 6 (pressmen)
International Brotherhood of Electrical Workers Local 164
(from February 1, 1992 through the effective date of
decertification of that union in 1992)
As of January 1, 1989
through June 22, 1994
78
<PAGE>
EXHIBIT 4.2
TRUST AGREEMENT
BETWEEN
DOW JONES & COMPANY, INC
AND
FIDELITY MANAGEMENT TRUST COMPANY
__________________________________________
DOW JONES PROFIT SHARING RETIREMENT PLAN
TRUST
__________________________________________
CONFORMED RESTATEMENT CONTAINING
AMENDMENT AND RESTATEMENT EFFECTIVE OCTOBER 1, 1991
AND
FIRST AMENDMENT THERETO DATED AUGUST 1, 1993
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
1. Trust.................................................. 2
2. Exclusive Benefit and Reversion of
Sponsor Contributions................................. 2
3. Disbursements.......................................... 2
(a) Directions from the Committee
(b) Limitations
4. Investment of Trust.................................... 3
(a) Selection of Investment Options
(b) Available Investment Options
(c) Participant Direction
(d) Mutual Funds
(e) Notes
(f) Guaranteed Investment Contracts
(g) Reliance of Trustee on Directions
(h) Trustee Powers
(i) Indicia of Ownership
5. Recordkeeping to Be Performed.......................... 7
(a) General
(b) Accounts
(c) Inspection and Audit
(d) Effect of Plan Amendment
(e) Returns, Reports and Information
6. Compensation and Expenses.............................. 9
7. Responsibilities, Directions, Indemnification and
Loss.................................................. 9
(a) Responsibilities and Warranties of Trustee
(b) Identity of Committee
(c) Directions from Committee
(d) Co-Fiduciary Liability
(e) Indemnification
(f) Loss
(g) Survival
</TABLE>
- i -
<PAGE>
TABLE OF CONTENTS
-----------------
(CONTINUED)
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C> <C>
8. Resignation or Removal of Trustee.................... 11
(a) Resignation
(b) Removal
9. Successor Trustee.................................... 11
(a) Appointment
(b) Acceptance
(c) Corporate Action
10. Termination.......................................... 12
11. Resignation, Removal, and Termination Notices 12
12. Duration............................................. 13
13. Amendment or Modification............................ 13
14. General.............................................. 13
(a) Performance by Trustee, its Agent or Affiliates
(b) Entire Agreement
(c) Waiver
(d) Successors and Assigns
(e) Interpretation Consistent With Law
(f) Partial Invalidity
(g) Section Headings
(h) Gender and Number
(i) No Guarantee of Loss
15. Governing Law and Documents.......................... 14
(a) Massachusetts Controls
(b) Trust Agreement and Plan
16. Existing Investment Management Agreement
Superseded.......................................... 14
Schedules
- ---------
A. Recordkeeping Services
B. Fee Schedule
C. Investment Options
D. Committee's Authorization Letter
E. IRS Determination Letter or Opinion of Counsel
F. Existing GICs
G. Telephone Exchange Procedures
H. Investment Guidelines for GIC Management
</TABLE>
- ii -
<PAGE>
TRUST AGREEMENT, effective on the first day of October 1991, between Dow Jones &
Company, Inc., a Delaware corporation, having an office at U.S. Highway No. 1 at
Ridge Road, South Brunswick, NJ 08852 (the "Sponsor"), and FIDELITY MANAGEMENT
-------
TRUST COMPANY a Massachusetts trust company, having an office at 82 Devonshire
Street, Boston, Massachusetts 02109 (the "Trustee").
-------
WITNESSETH:
WHEREAS, the Sponsor is the sponsor of the Dow Jones Profit Sharing
Retirement Plan (the "Plan"); and
----
WHEREAS, the Sponsor wishes to appoint the Trustee as successor
trustee under the Plan, effective October l, 1991; and
WHEREAS, the Sponsor wishes to amend and restate the trust agreement
for the trust holding plan assets under the Plan for the exclusive benefit of
participants in the Plan and their beneficiaries; and
WHEREAS, the Plan Committee (the "Committee") is a named fiduciary of
---------
the Plan (within the meaning of section 402(a) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) for the purposes set forth in the
-----
Plan and is the administrator of the Plan (within the meaning of section
3(l6)(A) of ERISA); and
WHEREAS, the Trustee is willing to hold and invest the aforesaid plan
assets in trust among several investment options selected by the Committee; and
WHEREAS, the Committee wishes to have the Trustee perform certain
recordkeeping functions under the Plan; and
WHEREAS, the Trustee is willing to perform recordkeeping services for
the Plan which are provided within a framework of plan provisions, guidelines
and interpretations conveyed in writing to the Trustee by the Committee.
1
<PAGE>
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements set forth below, the Sponsor and the Trustee agree as
follows:
Section l. Trust. The Sponsor hereby amends and restates the Dow Jones Profit
-----
Sharing Retirement Plan Trust (the "Trust"), and appoints the Trustee. The
-----
Trust shall consist of a contribution of money or other property acceptable to
the Trustee in its sole discretion, made by the Sponsor or transferred from a
previous trustee under the Plan, such additional sums of money as shall from
time to time be delivered to the Trustee under the Plan, all investments made
therewith and proceeds thereof, and all earnings and profits thereon, less the
payments that are made by the Trustee as provided herein, without distinction
between principal and income. The Trustee hereby accepts the Trust on the terms
and conditions set forth in this Agreement. In accepting this Trust, the
Trustee shall be accountable for the assets received by it, subject to the terms
and conditions of this Agreement.
Section 2. Exclusive Benefit and Reversion of Sponsor Contributions. Except as
--------------------------------------------------------
provided by the Plan, consistent with applicable law, no part of the Trust may
be used for, or diverted to, purposes other than the exclusive benefit of the
participants in the Plan or their beneficiaries prior to the satisfaction of all
liabilities with respect to the participants and their beneficiaries.
Section 3. Disbursements.
-------------
(a) Directions from the Committee. The Trustee shall make
-----------------------------
disbursements in the amounts and in the manner that the Committee directs from
time to time in writing. Checks shall be issued by the Trustee no later than
ten (l0) business days following receipt of the request and mailed along with
the written explanation required by Section 402(f) of the Internal Revenue Code,
as provided by the Sponsor, pursuant to the Plan. The Trustee shall perform all
applicable tax and withholding reporting to the Internal Revenue Service, any
applicable state taxing authority (as directed by the Committee), and the
Participant with respect to each distribution. Except as otherwise required in
this Agreement, the Trustee shall have no responsibility to ascertain any
direction's
2
<PAGE>
compliance with the terms of the Plan or of any applicable law or the
direction's effect for tax purposes or otherwise. The Trustee shall have no
responsibility to see to the application of any disbursement.
(b) Limitations. The Trustee shall not be required to make any
-----------
disbursement in excess of the net realizable value of the assets of the Trust at
the time of the disbursement. The Trustee shall not be required to make any
disbursement in cash unless the Committee has provided a written direction as to
the assets to be converted to cash for the purpose of making the disbursement.
Section 4. Investment of Trust.
-------------------
(a) Selection of Investment Options. The Trustee shall have no
-------------------------------
responsibility for the selection of investment options under the Trust and shall
not render investment advice to any person in connection with the selection of
such options.
(b) Available Investment Options. The Committee agrees that it will
----------------------------
direct the Trustee as to what investment options Plan participants may invest
in, subject to the following limitations. The Committee agrees that it may
determine to offer as investment options only (i) securities issued by the
investment companies advised by Fidelity Management & Research Company ("Mutual
Funds"), (ii) notes evidencing loans to Plan participants in accordance with the
terms of the Plan, (iii) equity securities issued by the Sponsor or an affiliate
which are publicly-traded and which are "qualifying employer securities" within
the meaning of section 407(d)(5) of ERISA ("Sponsor Stock"), (iv) guaranteed
-------------
investment contracts chosen by the Trustee, including guaranteed investment
contracts originally chosen by the Trustee as investment manager under an
investment agreement (the "Existing Investment Management Agreement") with the
Committee dated June 19, 1991 (collectively, "Trustee Selected GICs"), (v)
guaranteed investment contracts heretofore entered into by the Committee and
specifically identified on Schedule "F" attached hereto ("Existing GICs") and
-------------
managed by the Trustee from and after June 19, 1991 as investment manager under
the Existing Investment Management Agreement until the effective date of this
Agreement, and (vi) collective investment funds maintained by the Trustee for
qualified plans; provided, however, that the Trustee shall be considered a
fiduciary with investment discretion only with respect to Plan assets that are
invested in Existing GICs or Trustee Selected GICs or in collective investment
funds maintained by
3
<PAGE>
the Trustee for qualified plans. The investment options initially selected by
the Committee are identified on Schedules "A" and "C" attached hereto. The
Committee may add additional investment options with the consent of the Trustee
and upon mutual amendment of this Trust Agreement and the Schedules thereto to
reflect such additions.
(c) Participant Direction. Each Plan participant shall direct the
---------------------
Trustee in which investment option(s) to invest the assets in the participant's
individual accounts. Such directions may be made by Plan participants by use of
the telephone exchange system maintained for such purposes by the Trustee or its
agent, in accordance with written Telephone Exchange Guidelines attached hereto
as Schedule "G". Any directions made by a participant using the telephone
exchange system shall be treated as a direction made in writing by the Committee
for purposes of Section 7(c) hereafter. In the event that the Trustee fails to
receive a proper direction, the assets shall be invested in the securities of
the Mutual Fund set forth for such purpose on Schedule "C", until the Trustee
receives a proper direction.
(d) Mutual Funds. The Committee hereby acknowledges that it has
------------
received from the Trustee a copy of the prospectus for each Mutual Fund selected
by the Committee as a Plan investment option. Trust investments in Mutual Funds
shall be subject to the following limitations:
(i) Execution of Purchases and Sales. Purchases and sales of Mutual
--------------------------------
Funds (other than for exchanges) shall be made on the date on which the Trustee
receives from the Committee in good order all information and documentation
necessary to accurately effect such purchases and sales (or in the case of a
purchase, the subsequent date on which the Trustee has received a wire transfer
of funds necessary to make such purchase). Exchanges of Mutual Funds shall be
made in accordance with the Telephone Exchange Guidelines attached hereto as
Schedule "G".
(ii) Voting. At the time of mailing of notice of each annual or
------
special stockholders' meeting of any Mutual Fund, the Trustee shall send a copy
of the notice and all proxy solicitation materials to each Plan participant who
has shares of the Mutual Fund credited to the participant's accounts, together
with a voting direction form for return to the Trustee or its designee. The
participant shall have the right to direct the Trustee as to the manner in which
the Trustee is to vote the shares credited to the participant's
4
<PAGE>
accounts (both vested and unvested). With respect to all rights, including the
right to vote, the Trustee shall follow the directions of the participant and if
no such directions are received, the directions of the Committee. Except as
provided in this paragraph (ii), the Trustee shall have no duty to solicit
directions from participants.
(e) Notes. The Committee shall act as the Trustee's agent for the
-----
purpose of holding all trust investments in participant loan notes and related
documentation and as such shall (i) hold physical custody of and keep safe the
notes and other loan documents, (ii) collect and remit all principal and
interest payments to the Trustee, (iii) keep the proceeds of such loans separate
from the other assets of the Committee and clearly identify such assets as Plan
assets, (iv) advise the Trustee of the date, amount and payee of the checks to
be drawn representing loans, and (v) cancel and surrender the notes and other
loan documentation when a loan has been paid in full.
(f) Guaranteed Investment Contracts. Trust investments in guaranteed
-------------------------------
investment contracts ("GICs") shall be subject to the following limitations:
(i) Individually-Managed Investments. To the extent that the
--------------------------------
Committee selects GIC's (including Existing GICs and/or Trustee Selected GICs)
as an investment option, the Committee hereby directs the Trustee to choose
Trustee Selected GICs after the effective date of this Agreement in accordance
with the Investment Guidelines for GIC Management attached hereto as Schedule
"H".
(ii) Liquidity Reserve. In order to provide the necessary monies for
-----------------
exchanges or redemptions from the GIC investment option, if any, under the Plan,
the Committee agrees that the Plan shall maintain a liquidity reserve allocated
to the Plan GIC investment option in a commingled money market fund ("Fidelity
Employee Benefit U.S. Government Reserves Portfolio") maintained by the Trustee.
The Committee hereby (i) agrees to the Plan's participation in the Fidelity
Group Trust for Employee Benefit Plans (the "Group Trust"), a group trust
maintained by the Trustee for qualified plans, for purposes of liquidity under
the Plan's GIC investment option and (ii) acknowledges that it has received from
the Trustee a copy of the terms of the group Trust and the terms of the
Declaration of Separate Fund for the Fidelity Employee Benefit U.S. Government
Reserves Portfolio of the Group Trust.
5
<PAGE>
(g) Reliance of Trustee on Directions.
---------------------------------
(i) The Trustee shall not be liable for any loss, or by reason of any
breach, which arises from any participant's exercise, properly executed by
Fidelity, or non-exercise of rights under this Section 4 over the assets in the
participant's accounts, unless the actions to be taken under the participant's
direction were prohibited by the fiduciary duty rules of Title I, Part 4 of
ERISA or were contrary to the terms of the Plan or this Agreement.
(ii) The Trustee shall not be liable for any loss, or by reason of any
breach, which arises from the Committee's exercise or non-exercise of rights
under this Section 4, unless the actions to be taken under the Committee's
directions were prohibited by the fiduciary duty rules of Title l, Part 4 of
ERISA or were contrary to the terms of the Plan or this Agreement.
(h) Trustee Powers. The Trustee shall have the following powers and
--------------
authority:
(i) Subject to paragraphs (b), (c) and (d) of this Section 4, to sell,
exchange, convey, transfer, or otherwise dispose of any property held in the
Trust, by private contract or at public auction. No person dealing with the
Trustee shall be bound to see to the application of the purchase money or other
property delivered to the Trustee or to inquire into the validity, expediency,
or propriety of any such sale or other disposition.
(ii) Subject to paragraphs (b) and (c) of this Section 4, to invest in
guaranteed investment contracts and short term investments (including interest
bearing accounts with the Trustee or money market mutual funds advised by
affiliates of the Trustee) and in collective investment funds maintained by the
Trustee for qualified plans.
(iii) To cause any securities or other property held as part of the
Trust to be registered in the Trustee's own name, in the name of one or more of
its nominees, or in the Trustee's account with the Depository Trust Company of
New York and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust.
6
<PAGE>
(iv) To keep that portion of the Trust in cash or cash balances as the
Committee may, from time to time, deem to be in the best interest of the Trust.
(v) To make, execute, acknowledge, and deliver any and all documents
of transfer or conveyance and to carry out the powers herein granted.
(vi) To settle, compromise, or submit to arbitration any claims,
debts, or damages due to or arising from the Trust; to commence or defend suits
or legal or administrative proceedings on behalf of the Trust; to represent the
Trust in all suits and legal and administrative hearings; and to pay all
reasonable expenses arising from any such action, from the Trust if not paid by
the Sponsor.
(vii) To employ legal, accounting, clerical, and other assistance as
may be required in carrying out the provisions of this Agreement on behalf of
the Trust and to pay their reasonable expenses and compensation from the Trust
if not paid by the Sponsor.
(viii) To do all other acts although not specifically mentioned
herein, as the Trustee may deem necessary to carry out any of the foregoing
powers and the purposes of the Trust.
(i) Indicia of Ownership. The Trustee shall not permit the indicia of
--------------------
ownership of any assets of the Trust to be maintained at a location outside the
jurisdiction of the district courts of the United States, except as my be
permitted by the Secretary of Labor.
Section 5. Recordkeeping to Be Performed.
-----------------------------
(a) General. The Trustee shall perform those recordkeeping functions
-------
described in Schedule "A" attached hereto. These recordkeeping functions shall
be performed within the framework of the Committee's written directions
regarding the Plan's provisions, guidelines and interpretations.
(b) Accounts. The Trustee shall keep accurate accounts of all
--------
investments, receipts, disbursements, and other transactions hereunder, and
shall report the value of the assets held in the Trust as of the last day of
each fiscal quarter of the Plan and, if not on the last day of a fiscal quarter,
the date on which the Trustee resigns or is removed as provided in Section 8 of
this Agreement or is terminated as provided in Section
7
<PAGE>
10 (the "Reporting Date"). Within thirty (30) days following each Reporting Date
or within sixty (60) days in the case of a Reporting Date caused by the
resignation or removal of the Trustee, or the termination of this Agreement, the
Trustee shall file with the Committee a written account setting forth all
investments, receipts, disbursements, and other transactions effected by the
Trustee between the Reporting Date and the prior Reporting Date, and setting
forth the value of the Trust as of the Reporting Date. Except as otherwise
required under ERISA, upon the expiration of twelve (12) months from the date of
filing such account with the Committee, the Trustee shall have no liability or
further accountability to anyone with respect to the propriety of its acts or
transactions shown in such account, except with respect to such acts or
transactions as to which the Sponsor shall within such twelve (12) month period
file with the Trustee written objections. The Trustee shall value all assets
held in the Trust at their fair market values at the close of business on the
date of valuation or, in the absence of readily ascertainable market values, at
such values as the Trustee shall determine in accordance with methods
consistently followed and uniformly applied. For purposes of compliance with
requirements of ERISA and the Internal Revenue Code of 1986, as amended, annual
reconciliations of the Trust Fund by the Trustee shall be performed on an
accrual basis.
(c) Inspection and Audit. All records generated by the Trustee in
--------------------
accordance with paragraphs (a) and (b) shall be open to inspection and audit,
during the Trustee's regular business hours prior to the termination of this
Agreement, by the Committee or any person designated by the Committee. Upon the
resignation or removal of the Trustee or the termination of this Agreement, the
Trustee shall provide to the Committee, at no expense to the Sponsor, in the
format regularly provided to the Committee, a statement of each participant's
accounts as of the resignation, removal, or termination, and the Trustee shall
provide to the Committee or the Plan's new recordkeeper such further records as
are reasonable, at the Sponsor's expense.
(d) Effect of Plan Amendment. The Trustee's provision of the
------------------------
recordkeeping services set forth in this Section 5 shall be conditioned on the
Committee providing the Trustee on a timely basis with all the information the
Committee deems necessary for the Trustee to perform the recordkeeping services
and such other information as the Trustee may reasonably request.
8
<PAGE>
(e) Returns, Reports and Information. Except as otherwise provided in
--------------------------------
this Agreement, the Committee shall be responsible for the preparation and
filing of all returns, reports, and information required of the Trust or Plan by
law. The Trustee shall provide the Committee with such information as the
Committee may reasonably request to make these filings. Except as otherwise
provided in this Agreement, the Committee shall also be responsible for making
any disclosures to participants required by law including, without limitation,
such disclosures as may be required under federal or state truth-in-lending laws
with regard to participant loans.
Section 6. Compensation and Expenses. Within thirty (30) days of receipt of
-------------------------
the Trustee's bill, which shall be computed and billed in accordance with
Schedule "B" attached hereto and made a part hereof, as amended from time to
time, the Committee either shall approve payment thereof from the Trust Fund, in
writing, or shall disapprove payment and notify the Trustee of the reasons
therefor, in writing. All expenses of the Trustee relating directly to the
acquisition and disposition of investments constituting part of the Trust, and
all taxes of any kind whatsoever that may be levied or assessed under existing
or future laws upon or in respect of the Trust or the income thereof, shall be a
charge against and paid from the appropriate Plan participants' accounts.
Section 7. Responsibilities, Directions, Indemnification and Loss.
------------------------------------------------------
(a) Responsibilities and Warranties of Trustee. The Trustee
------------------------------------------
acknowledges that it is a fiduciary with respect to the Plan within the meaning
of Section 3(21) of ERISA and represents and warrants that at all times during
the term of this Agreement:
(i) The Trustee's functions performed hereunder will conform to the
requirements set forth in the Plan, as communicated to the Trustee, and this
Agreement, as they may be amended from time to time.
(ii) In performing its functions under the Plan, the Trustee will (A)
act solely in the interest of participants and beneficiaries and for the
exclusive purposes of providing benefits to participants and their beneficiaries
and defraying reasonable expenses of administering the Plan; and (B) act with
the care,
9
<PAGE>
skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use
in the conduct of an enterprise of like character and with like aims.
(iii) The Trustee will maintain its systems so that its functions
hereunder are furnished in a manner which complies with all laws and regulations
in effect from time to time during the term of this Agreement.
(iv) The Trustee shall be responsible for and make a good faith effort
to correct processing errors, within a reasonable time, which result from
malfunction of its systems, errors by its staff, or errors otherwise caused by
the negligent acts of its officers, employees and agents. The Trustee will
correct processing errors resulting from errors in the information furnished to
it by the Committee or the Sponsor which are discovered by the Trustee or
brought to its attention by the Committee or the Sponsor.
(b) Identity of Committee. The Trustee shall be fully protected in
---------------------
relying on the fact that the Committee under the Plan is the individuals or
persons named as such above or such other individuals or persons as the Sponsor
may notify the Trustee in writing.
(c) Directions from Committee. Whenever the Committee provides a
-------------------------
direction to the Trustee, the Trustee shall not be liable for any loss, or by
reason of any breach, arising from the proper execution of the direction (i) if
the direction is contained in a writing (or is oral and immediately confirmed in
a writing) signed by any individual whose name and signature have been submitted
(and not withdrawn) in writing to the Trustee by the Committee in the form
attached hereto as Schedule "D" and (ii) if the Trustee reasonably believes the
signature of the individual to be genuine, unless the actions to be taken under
the direction would be prohibited by the fiduciary duty rules of Title 1, Part 4
of ERISA or would be contrary to the terms of the Plan or this Agreement.
(d) Co-Fiduciary Liability. In any other case, the Trustee shall not
----------------------
be liable for any loss, or by reason of any breach, arising from any act or
omission of another fiduciary under the Plan except as provided in section
405(a) of ERISA.
(e) Indemnification. The Sponsor shall indemnify the Trustee against,
---------------
and hold the Trustee harmless from, any and all loss, damage, penalty,
liability, cost, and expense, including without limitation,
10
<PAGE>
reasonable attorneys' fees and disbursements, that may be incurred by, imposed
upon, or asserted against the Trustee as described in Section 4(g) and Sections
7(c) and (d), excepting only any and all loss, damage, penalty, liability, cost,
and expense, including without limitation, reasonable attorneys' fees and
disbursements, that may be incurred by, imposed upon, or asserted against the
Trustee arising solely from the Trustee's negligence or bad faith.
(f) Loss. If any action or inaction of the Trustee from which the
----
Trustee is not relieved from liability under this Agreement shall result in a
loss to the account of a participant or beneficiary under the Plan, the Trustee
shall reimburse the account for the amount of the loss, which shall be the
difference, at the time of reimbursement, between the actual value of the
account and the value the account would have had if such action or inaction had
not occurred.
(g) Survival. The provisions of this Section 7 shall survive the
--------
termination of this Agreement.
Section 8. Resignation or Removal of Trustee.
---------------------------------
(a) Resignation. The Trustee may resign at any time upon sixty (60)
-----------
days' notice in writing to the Sponsor, unless a shorter period of notice is
agreed upon by the Sponsor.
(b) Removal. The Sponsor may remove the Trustee at any time upon
-------
sixty (60) days' notice in writing to the Trustee, unless a shorter period of
notice is agreed upon by the Trustee.
Section 9. Successor Trustee.
-----------------
(a) Appointment. If the office of Trustee becomes vacant for any
-----------
reason, the Sponsor may in writing appoint a successor trustee under this
Agreement. The successor trustee shall have all of the rights, powers,
privileges, obligations, duties, liabilities, and immunities granted to the
Trustee under this Agreement. The successor trustee and predecessor trustee
shall not be liable for the acts or omissions of the other with respect to the
Trust.
11
<PAGE>
(b) Acceptance. When the successor trustee accepts its appointment
----------
under this Agreement, title to and possession of the Trust assets shall
immediately vest in the successor trustee without any further action on the part
of the predecessor trustee. The predecessor trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Committee or the successor trustee to vest title
to all Trust assets in the successor trustee or to deliver all Trust assets to
the successor trustee.
(c) Corporate Action. Any successor of the Trustee or successor
----------------
trustee, through sale or transfer of the business or trust department of the
Trustee or successor trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the transaction,
become the successor trustee under this Agreement.
Section 10. Termination. This Agreement may be terminated at any time by the
-----------
Sponsor upon sixty (60) days' notice in writing to the Trustee. On the date of
the termination of this Agreement, the Trustee shall forthwith transfer and
deliver to such individual or entity as the Committee shall designate, all cash
and assets then constituting the Trust. If, by the termination date, the
Committee has not notified the Trustee in writing as to whom the assets and cash
are to be transferred and delivered, the Trustee may bring an appropriate action
or proceeding for leave to deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and
expenses of the action or proceeding including, without limitation, reasonable
attorneys' fees and disbursements.
Section 11. Resignation, Removal, and Termination Notices. All notices of
---------------------------------------------
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor c/o Leonard Doherty,
Dow Jones Company, Inc., U.S. Highway No. 1 at Ridge Road, South Brunswick, NJ
08852, and to the Trustee c/o John M. Kimpel, Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109, or to such other addresses as
the parties have notified each other of in the foregoing manner.
12
<PAGE>
Section 12. Duration. This Trust shall continue in effect without limit as to
--------
time, subject, however, to the provisions of this Agreement relating to
amendment, modification, and termination thereof.
Section 13. Amendment or Modification. This Agreement may be amended or
-------------------------
modified at any time and from time to time only by an instrument executed by
both the Trustee and, subject to the provisions of Section 15.1 of the Plan,
either the Sponsor or the Committee. Notwithstanding the foregoing, to reflect
increased operating costs the Trustee may once each calendar year amend Schedule
"B" with the Sponsor's consent, which consent shall not be unreasonably
withheld.
Section 14. General.
-------
(a) Performance By Trustee, its Agent or Affiliates. The Sponsor
-----------------------------------------------
acknowledges and authorizes that the services to be provided under this
Agreement shall be provided by the Trustee, its agents or affiliates including
Fidelity Investments Institutional Operations Company or its successor.
(b) Entire Agreement. This Agreement contains all of the terms agreed
----------------
upon between the parties with respect to the subject matter hereof.
(c) Waiver. No waiver by either party of any failure or refusal to
------
comply with an obligation hereunder shall be deemed a waiver of any other or
subsequent failure or refusal to so comply.
(d) Successors and Assigns. The stipulations in this Agreement shall
----------------------
inure to the benefit of, and shall bind, the successors and assigns of the
respective parties.
(e) Interpretation Consistent with Law. This Agreement shall be
----------------------------------
interpreted and construed, whenever possible, to comply with the requirements of
ERISA, the Internal Revenue Code of 1986, as amended, and the regulations and
rulings issued thereunder.
(f) Partial Invalidity. If any term or provision of this Agreement or
------------------
the application thereof to any person or circumstances shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is held
13
<PAGE>
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
(g) Section Headings. The headings of the various sections and
----------------
subsections of this Agreement have been inserted only for the purposes of
convenience and are not part of this Agreement and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement.
(h) Gender and Number. For all terms used in this Agreement, the
-----------------
masculine gender shall include the feminine and the feminine gender shall
include the masculine and the singular shall include the plural and the plural
shall include the singular, unless the context clearly indicates otherwise.
(i) No Guarantee of Loss. Neither the Sponsor, the Committee nor the
--------------------
Trustee guarantees the assets of the Trust from loss or depreciation.
Section 15. Governing Law and Documents.
---------------------------
(a) Massachusetts Law Controls. This Agreement is being made in the
--------------------------
Commonwealth of Massachusetts, and the Trust shall be administered as a
Massachusetts trust. The validity, construction, effect, and administration of
this Agreement shall be governed by and interpreted in accordance with the laws
of the Commonwealth of Massachusetts, except to the extent those laws are
superseded under section 514 of ERISA.
(b) Trust Agreement and Plan. The Trustee is not a party to the Plan,
------------------------
and no changes may be made to the Plan that alter or increase the responsibility
of the Trustee under this Agreement without the Trustee's written consent.
Section 16. Existing Investment Management Agreement Superseded. This
---------------------------------------------------
Agreement supersedes the Existing Investment Management Agreement, which,
pursuant to the provisions of Section 10 thereof, is hereby terminated as of the
effective date of this Agreement.
14
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the day and year first above
written.
DOW JONES & COMPANY, INC.
Attest: /s/ Thomas J. Sullivan By /s/ Leonard E. Doherty
------------------------ -----------------------------------
Ass't Treasurer Treasurer
FIDELITY MANAGEMENT TRUST
COMPANY
Attest: /s/ Douglas O. Kant By /s/ Clare S. Richer
------------------------ -----------------------------------
Assistant Clerk Senior Vice President
PLAN COMMITTEE OF THE DOW
JONES PROFIT SHARING
RETIREMENT PLAN
Attest: /s/ Lillian Dent By /s/ Leonard E. Doherty
------------------------ -----------------------------------
Member of Plan Committee Chairman
15
<PAGE>
SCHEDULE "A"
ADMINISTRATIVE SERVICES
-----------------------
ADMINISTRATION
- --------------
* Establishment and maintenance of participant account and election
percentages.
* Maintenance of eight plan investment options:
- Fidelity U.S. Equity Index Portfolio
- Fidelity Balanced Fund
- Fidelity Growth Company Fund
- Fidelity Magellan Fund
- Fidelity Overseas Fund
- Fidelity Money Market Trust: Retirement Money Market Portfolio
- Fidelity Intermediate Bond Fund
- GIC ("Fixed Income Fund")
* Maintenance of six money classifications:
- Company Contribution Account
- After-tax Contribution Account
- Rollover
- 401(k)
- QNEC
- Money Purchase
* Processing of mutual fund trades.
The Trustee will provide only the recordkeeping services set forth on this
Schedule "A" and no others.
PROCESSING
- ----------
* Monthly processing of contribution data.
* Daily processing of exchanges and changes of future allocations.
* Weekly processing of withdrawals.
OTHER
- -----
* Monthly trial balance
* Quarterly administrative reports
* Quarterly participant statements
* 1099-Rs
* Participant Loans
* Performance of section 401(m) limitation testing upon request. In order to
obtain this service, the client shall be required to provide the
information identified in the Fidelity Discrimination Testing Package
Guidelines.
* Employee communications describing available investment options, including
multimedia informational materials and group presentations.
DOW JONES PLAN COMMITTEE FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Leonard E. Doherty 9/23/91 By /s/ Clare S. Richer 9/24/91
---------------------------------- -----------------------------
Date Senior Vice President Date
<PAGE>
SCHEDULE "B"
FEE SCHEDULE
------------
* Annual Participant Fee $8.00 per participant, * billed and
payable quarterly in arrears.
* Loan Fees Establishment fee of $10.00 per loan
account; annual fee of $15.00 per loan
account, billed and payable quarterly
in arrears.
* Other Fees: Separate charges for optional use of remote access or
extraordinary expenses resulting from large numbers of simultaneous manual
transactions or from errors not caused by Fidelity
* This fee will be imposed pro rata for each calendar quarter, or any part
--------
thereof, that it remains necessary to keep a participant's account(s) as
part of the Plan's records, e.g., vested, deferred, forfeiture, top-heavy
and terminated participants who must remain on file through calendar
year-end for 1099-R reporting.
TRUSTEE FEES
- ------------
* To the extent that assets are invested in Mutual Funds, $5,000 per year
payable pro rata quarterly in arrears.
* To the extent that assets are invested in Existing GICs or GICs chosen by
the Trustee, 0.10% per year of such assets in the Trust to the extent that
such assets are less than $200 million and 0.05% to the extent such assets
are equal to or greater than $200 million; these fees are payable pro rata
quarterly in arrears on the basis of such assets as of the calendar
quarter's last valuation date.
* If this Agreement is terminated during any calendar quarter, the Trustee
Fees due to the Trustee for such quarter shall be prorated to the date of
termination.
DOW JONES PLAN COMMITTEE FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Leonard E. Doherty 9/23/91 By /s/ Clare S. Richer 9/24/91
---------------------------------- -----------------------------
Date Senior Vice President Date
<PAGE>
SCHEDULE "C"
INVESTMENT OPTIONS
------------------
In accordance with Section 4(b), the Committee hereby directs the
Trustee that participants' individual accounts may be invested in the following
investment options:
- Fidelity U.S. Equity Index Portfolio
- Fidelity Balanced Fund
- Fidelity Growth Company Fund
- Fidelity Magellan Fund
- Fidelity Overseas Fund
- Fidelity Money Market Trust: Retirement Money Market Portfolio
- Fidelity Intermediate Bond Fund
- GIC ("Fixed Income Fund")
The mutual fund advised by Fidelity Management & Research Company
referred to in Section 4(c) shall be Fidelity Money Market Trust: Retirement
Money Market Portfolio.
DOW JONES PLAN COMMITTEE
By /s/ Leonard E. Doherty 9/23/91
--------------------------------
Date
<PAGE>
SCHEDULE "D"
DOW JONES PROFIT SHARING RETIREMENT PLAN
P.O. Box 300 - Princeton, N.J. 08543-0300
September 23, 1991
Ms. Jacqueline W. McCarthy
Assistant Vice President of
Trustee Services
Fidelity Investments Institutional
Operations Company
82 Devonshire Street, ZR9
Boston, Massachusetts 02109
Dow Jones Profit Sharing Retirement Plan
----------------------------------------
Dear Ms. McCarthy:
This letter is sent to you in accordance with Section 7(c) of the
Trust Agreement, dated as of October 1, 1991 between Dow Jones & Company, Inc.,
Fidelity Management Trust Company, and the Plan Committee of the Dow Jones
Profit Sharing Retirement Plan. I hereby designate Leonard E. Doherty, John E.
Maiorana, and Thomas J. Sullivan, as the individuals who may provide directions
upon which Fidelity Management Trust Company shall be fully protected in
relying. Only one such individual need provide any direction. The signature of
each designated individual is set forth below and certified to be such.
You may rely upon each designation and certification set forth in this
letter until I deliver to you written notice of the termination of authority of
a designated individual.
Very truly yours,
By /s/ Leonard E. Doherty
--------------------------
Leonard E. Doherty
Chairman
/s/ Leonard E. Doherty
- ---------------------------------------
Leonard E. Doherty
/s/ John E. Maiorana
- -----------------------------------------
John E. Maiorana
/s/ Thomas J. Sullivan
- ----------------------------------------
Thomas J. Sullivan
<PAGE>
SCHEDULE "E"
[LAW FIRM LETTERHEAD]
Ms. Jacqueline White McCarthy
Fidelity Institutional Retirement
Services Company
82 Devonshire Street - ZR9
Boston, MA 02109
Re: Dow Jones Profit-Sharing Retirement Plan
----------------------------------------
Dear Ms. McCarthy:
In accordance with your request, this letter addresses the qualified
status under section 401(a) of the Internal Revenue Code of 1986, as amended,
(including amendments made by the Employee Retirement Income Security Act of
1974) (the "Code") of the Dow Jones Profit-Sharing Retirement Plan, as amended
to the date of this letter (the "Plan").
It is our understanding that: the most recent favorable determination
letter as to the Plan's qualified status under section 401(a) of the Code was
issued by the Brooklyn, NY District Director of the Internal Revenue Service and
was dated April 2, 1986 (copy enclosed); the version of the Plan submitted by
Dow Jones & Company, Inc. (the "Company") for the District Director's review in
connection with this determination letter did not contain amendments made
thereafter; and the Company and/or the Plan Committee of the Plan intend to
amend the Plan further to reflect the coverage of additional employees as of
January 1, 1991, to reflect, to the extent needed, the change of Trustee and
recordkeeper as of October 1, 1991, and to make other technical or conforming
changes.
The Company has informed us that it will, during the remedial
amendment period applicable to requirements of the Tax Reform Act of 1986,
submit the Plan to the appropriate District Director of the Internal Revenue
Service and request from the District Director a favorable determination letter
as to the Plan's qualified status under section 401(a) of the Code. The Company
also has informed us that it will, during the said remedial amendment period, as
the same may be extended, make whatever amendments, if any, as shall be required
by the District Director in order to obtain said favorable determination letter.
We have been asked by the Company and the Committee to assist them in the
preparation of these amendments to the Plan and with its submission to the
District Director for said determination letter.
Sincerely,
(signature)
(name of partner)
<PAGE>
SCHEDULE "F"
EXISTING GICS
-------------
In accordance with Section 4(b), the following are the Existing GICs:
<TABLE>
<S> <C> <C>
- Contract Issuer: Aetna
Contract Number: 5685
Contract Rate: 11.58%
- Contract Issuer: Aetna
Contract Number: 5685
Contract Rate: 11.40%
- Contract Issuer: Aetna
Contract Number: 6227
Contract Rate: 9.41%
- Contract Issuer: Aetna
Contract Number: 6227
Contract Rate: 9.19%
- Contract Issuer: CNA
Contract Number: 11876
Contract Rate: 9.57%
- Contract Issuer: CNA
Contract Number: 12194
Contract Rate: 8.61%
- Contract Issuer: CNA
Contract Number: 12194-B
Contract Rate: 8.65%
- Contract Issuer: CT Mutual
Contract Number: 70163B
Contract Rate: 8.65%
- Contract Issuer: CT Mutual
Contract Number: 70163C
Contract Rate: 8.10%
- Contract Issuer: John Hancock
Contract Number: 5146 - 10,001
Contract Rate: 8.75%
- Contract Issuer: John Hancock
Contract Number: 5146 - 10,000
Contract Rate: 9.87%
- Contract Issuer: John Hancock
Contract Number: 5146 - 10,002
Contract Rate: 8.38%
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
- Contract Issuer: Mass Mutual
Contract Number: 10016
Contract Rate: 8.81%
- Contract Issuer: Metropolitan Life
Contract Number: 10521-1
Contract Rate: 9.47%
- Contract Issuer: Metropolitan Life
Contract Number: 9903-1
Contract Rate: 9.00%
- Contract Issuer: Metropolitan Life
Contract Number: 9717-5
Contract Rate: 8.65%
- Contract Issuer: Metropolitan Life
Contract Number: 11388-1
Contract Rate: 8.45%
- Contract Issuer: Metropolitan Life
Contract Number: 11522-4
Contract Rate: 9.18%
- Contract Issuer: Mutual of New York
Contract Number: 70885
Contract Rate: 8.64%
- Contract Issuer: New York Life
Contract Number: 05773
Contract Rate: 9.35%
- Contract Issuer: Prudential
Contract Number: 5087-212
Contract Rate: 9.20%
- Contract Issuer: Prudential
Contract Number: 5087-213
Contract Rate: 9.375%
- Contract Issuer: Prudential
Contract Number: 5087-214
Contract Rate: 8.72%
- Contract Issuer: Prudential
Contract Number: 5087-215
Contract Rate: 9.00%
</TABLE>
DOW JONES PLAN COMMITTEE
By /s/ Leonard E. Doherty 9/23/91
--------------------------------
Date
2
<PAGE>
SCHEDULE "G"
TELEPHONE EXCHANGE PROCEDURES
-----------------------------
The following telephone exchange procedures are currently employed by
Fidelity Institutional Retirement Services Company (FIRSCO).
Telephone exchange hours are 8:30 a.m. (EST) to 8:00 p.m. (EST) on each business
day. A "business day" is any day on which the New York Stock Exchange is open.
FIRSCO reserves the right to change these telephone exchange procedures at its
discretion.
MUTUAL FUNDS
------------
EXCHANGES BETWEEN MUTUAL FUNDS
------------------------------
Participants may call on any business day to exchange between the mutual
funds. If the request is received before 4:00 p.m. (EST), it will receive
that day's trade date. Calls received after 4:00 p.m. (EST) will be
processed on a next day basis.
GIC
---
EXCHANGES BETWEEN MUTUAL FUNDS AND FIXED INCOME FUND
----------------------------------------------------
Participants may call on any business day to exchange between the mutual
funds. If the request is received before 4:00 p.m. (ET), it will receive
that day's trade date. Calls received after 4:00 p.m. (ET) will be
processed on a next day basis.
EXCHANGE RESTRICTIONS
---------------------
Participants will not be permitted to make direct transfers from the GIC
Fund into a competing fund. Participants who wish to exchange from the GIC
Fund into a competing fund, must first exchange into a non-competing fund
for a period of 90 days. This transfer restriction shall not apply with
respect to the Sponsor contributions posted annually to participants'
accounts, during the thirty (30) day period immediately following such
posting.
DOW JONES PLAN COMMITTEE
By /s/ Leonard E. Doherty 7/16/93
--------------------------------
Chairman Date
<PAGE>
SCHEDULE "H"
INVESTMENT GUIDELINES
---------------------
FOR GIC MANAGEMENT
------------------
OBJECTIVE
- ---------
The investment objective for the portion of the Plan to be invested in GIC's
(the "Account") is to provide a relatively high fixed income yield with little
market-related risk. Of primary importance is the preservation of both invested
principal and earned interest. Secondary to the preservation of capital is the
need to generate over time a composite yield in excess of short term yields
available in the marketplace.
INVESTMENT LIMITATIONS
- ----------------------
Except as otherwise indicated below, the Account will be invested in various
types of GIC's. GIC's are investment contracts issued by insurance companies,
banks and other institutions that guarantee the payback at maturity of principal
at full book value. The four different classes of GIC's are:
1. Standard GIC's: invested principal and earned interest guaranteed for
the full term of investment.
2. Indexed GIC's: returns adjusted periodically according to a published
index.
3. Participating GIC's: returns adjusted periodically to reflect the
performance of an underlying portfolio of assets.
4. Synthetic GICs: contracts which simulate the structure of
conventional GICs, but do so through the purchase of debt obligations,
issued by entities other than insurance companies or banks, such as
mortgage-backed and asset-backed obligations, corporate bonds, etc.,
and which may include a third party form of credit enhancement.
Short-term investments will also be made in the money market portfolios of the
Fidelity Group Trust for Employee Benefit Plans to assure sufficient liquidity
in the Account.
CREDIT LIMITATIONS
- ------------------
Investments for the Account are to be limited to those issuers the
creditworthiness of which has been approved by FMTC. Such approval will be
given only to those issuers which have substantial asset basis and adequate
surplus assets to assure financial strength under adverse conditions.
<PAGE>
INVESTMENT STRATEGY
- -------------------
The Account will seek to diversify holdings among issuers to avoid
concentrations of risk. The Account will also seek to diversify among the asset
classes previously discussed. In structuring the portfolio, the Account seeks
to strike an optimal balance between portfolio return sensitivity and high
yield. The emphasis will be placed on prudent asset selection as opposed to
market timing. Efforts will be directed at exploiting market inefficiency among
issuers, asset classes, and maturities.
CONTRACTUAL OBLIGATIONS
- -----------------------
The terms of each contract are based upon the information in the bidding
specifications issued to potential bidders. Often detailed information about
expected deposits and withdrawals is necessary to get the best rate from the
issuing carrier.
If the Plan fails to fulfill its contractual obligations, there are potentially
serious consequences for Plan participants.
Normally, a contract issued by a selected carrier will obligate the Plan to make
the designated lump sum and/or window period deposits with the carrier within a
specified period of time.
GIC interest and principal guarantees are based in part on the carrier's
assumption that the Plan will make the deposits as promised. The relative
attractiveness of the insurer's rate guarantees, however, may change during the
funding period. Should interest rates rise during the funding period, for
example, a plan might consider seeking a new higher rate contract for the
previously promised deposits during the remainder of the original window
contract period.
The failure of a plan to satisfy its contractual funding obligations will
generally result in the imposition of monetary damages which may be substantial
in some cases. The carrier may reduce the rate of interest credited under the
contract or assess a penalty against the amount actually deposited with the
carrier. In extreme cases, the carrier may seek reimbursement from the Plan for
any financial loss incurred by the issuer due to the funding deficiency.
Assuming a GIC has been funded, it continues to be an ongoing contractual
commitment by both the Plan and the carrier. Changing Plan rules in a manner
which changes significantly "benefit-responsive" withdrawals from a GIC may
result in a lowering of the contract interest rate or the assessment of a
monetary penalty. Alternatively, a request by the Plan contract holder
(Trustee) to withdraw funds prior to the contract maturity date may result in
the assessment of a market value adjustment on the amount withdrawn.
Obviously, situations actually leading to the assessment of contractual
penalties are atypical. Due to the potential financial consequences to plan
participants in these types of situations, however, funding and withdrawal
decisions regarding GICs (BICs) should be carefully weighed by the Committee and
Trustee alike.
DOW JONES PLAN COMMITTEE FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Leonard E. Doherty 9/23/91 By /s/ Clare S. Richer 9/24/91
---------------------------------- -----------------------------
Date Senior Vice President Date
2
<PAGE>
SECOND AMENDMENT TO TRUST AGREEMENT
BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND
DOW JONES & COMPANY, INC.
THIS SECOND AMENDMENT, dated as of the 1st day of July, 1994, by and
between Fidelity Management Trust Company (the "Trustee") and Dow Jones &
Company, Inc. ("the Sponsor");
WITNESSETH:
WHEREAS, the Trustee and the Sponsor heretofore entered into an
amended and restated trust agreement effective as of October 1, 1991, known as
the Dow Jones Profit Sharing Retirement Plan Trust, with regard to the Dow Jones
Profit Sharing Retirement Plan (the "Plan"); and
WHEREAS, the Trustee and the Sponsor now desire to amend said trust
agreement as provided for in Section 13 thereof;
NOW THEREFORE, in consideration of the above premises the Trustee and
the Sponsor hereby amend the trust agreement by:
(1) Amending Section 4 by inserting a new subsection, Section 4(j),
to read as follows:
(j) Sponsor Stock. Trust investments in Sponsor Stock shall be
-------------
made via the Dow Jones & Company, Inc. Common Stock Fund. In
order to provide the necessary monies for exchanges or
redemptions from the Dow Jones & Company, Inc. Common Stock Fund,
the Sponsor agrees that the Plan shall maintain a liquidity
reserve allocated to such investment option in the Fidelity
Institutional Cash Portfolios: Money Market Portfolio: Class A
or such other Mutual Fund or commingled money market pool as
agreed to by the Named Fiduciary and Trustee. A cash target
range shall be determined in conjunction with the Named Fiduciary
for the cash portion of the Dow Jones & Company, Inc. Common
Stock Fund. The Trustee is responsible for ensuring that the
actual cash held in the Dow Jones & Company, Inc. Common Stock
Fund falls within the agreed upon range over time. Each
participant's proportional interest in the Dow Jones & Company,
Inc. Common Stock Fund shall be measured in units of
participation, rather than shares of Sponsor Stock. Such units
shall represent a proportionate interest in all of the assets of
the Dow Jones & Company, Inc. Common Stock Fund, which includes
shares of Sponsor Stock, short-term investments and at times,
receivables for dividends and/or Sponsor Stock sold and payables
for Sponsor Stock purchased. A New Asset Value ("NAV") per unit
will be determined daily for each unit outstanding of the Dow
Jones & Company, Inc. Common Stock Fund. The return earned by
the Dow Jones & Company, Inc. Common Stock Fund will represent a
combination of the dividends paid on the shares of Sponsor Stock
held by the Dow Jones & Company, Inc. Common Stock Fund, gains or
losses realized on sales of Sponsor Stock, appreciation or
depreciation in the market price of those shares owned, and
interest on the short-term investments held by the Dow Jones &
Company, Inc. Common Stock Fund. Dividends received by the Dow
Jones & Company, Inc. Common Stock Fund are reinvested in
additional shares of Sponsor Stock. Investments in Sponsor Stock
shall be subject to the following limitations:
<PAGE>
(i) Acquisition Limit. Subject to the provisions
-----------------
of the Plan, the Trust shall be invested in Sponsor Stock to
the extent necessary to comply with investment directions
under Section 4(c) of this Agreement, subject to the
liquidity reserve requirements of this Section 4(j), and
subject to any overriding investment directions by the Named
Fiduciary, as it deems appropriate, to limit investment in
Sponsor Stock to assure that legal requirements will be met.
(ii) Fiduciary Duty. The Named Fiduciary shall continually
--------------
monitor the suitability under the fiduciary duty rules of section
404(a)(1) of ERISA (as modified by section 404(a)(2) of ERISA) of
offering Sponsor Stock as an option for participant-directed
investments under the Plan. The Trustee shall not be liable for
any loss, or by reason of any breach, which arises from the
directions of the Named Fiduciary with respect to the acquisition
and holding of Sponsor Stock, unless it is clear on their face
that the actions to be taken under those directions would be
prohibited by the foregoing fiduciary duty rules or would be
contrary to the terms of the Plan or this Agreement. To the
extent provided by Section 404(c) of ERISA, neither the Trustee
nor any other fiduciary shall be liable for any loss, or by
reason of any breach, which results from a participant's exercise
of control over the assets in his accounts.
(iii) Execution of Purchases and Sales. (A) Purchases and
--------------------------------
sales of Sponsor Stock (other than for exchanges) shall be made
on the open market on the date on which the Trustee receives from
the Named Fiduciary in good order all information and
documentation necessary to accurately effect such purchases and
sales in accordance with participant directions (or, in the case
of purchases, the subsequent date on which the Trustee has
received a wire transfer of the funds necessary to make such
purchases). Exchanges of Sponsor Stock shall be made in
accordance with the Telephone Exchange Guidelines attached hereto
as Schedule "G". Such general rules shall not apply in the
following circumstances:
(1) If the Trustee is unable to determine the number of
shares required to be purchased or sold on such day; or
(2) If the Trustee is unable to purchase or sell the total
number of shares required to be purchased or sold on such day as
a result of market conditions; or
(3) If the Trustee is prohibited by the Securities and
Exchange Commission, the New York Stock Exchange, or any other
regulatory body from purchasing or selling any or all of the
shares required to be purchased or sold on such day.
In the event of the occurrence of the circumstances described in
(1), (2), or (3) above, the Trustee shall purchase or sell such
shares as soon as possible thereafter and shall determine the
price of such purchases or sales to be the average purchase or
sales price of all such shares purchased or sold, respectively.
The Trustee may follow directions from the Named Fiduciary to
deviate from the above purchase and sale procedures provided that
such direction is made in writing by the Named Fiduciary.
<PAGE>
(B) Use of an Affiliated Broker. The Named Fiduciary
---------------------------
hereby authorizes the Trustee to use Fidelity Brokerage Services,
Inc. ("FBSI") to provide brokerage services in connection with
any purchase or sale of Sponsor Stock in accordance with
directions from Plan participants. FBSI shall execute such
directions directly or through its affiliate, National Financial
Services Company ("NFSC"). The provision of brokerage services
shall be subject to the following:
(1) As consideration for such brokerage services, the Named
Fiduciary agrees that FBSI shall be entitled to remuneration
under this authorization provision in the amount of three and
one-half cents ($.035) commission on each share of Sponsor Stock.
Any change in such remuneration may be made only by a signed
agreement between Sponsor and Trustee.
(2) Following the procedures set forth in Department of
Labor Prohibited Transaction Class Exemption 86-128, the Trustee
will provide the Named Fiduciary with the following documents:
(1) a description of FBSI's brokerage placement practices; (2) a
copy of PTCE 86-128; and (3) a form by which the Named Fiduciary
may terminate this authorization to use a broker affiliated with
the Trustee. The Trustee will provide the Named Fiduciary with
this termination form annually, as well as an annual report which
summarizes all securities transaction-related charges incurred by
the Plan, and the Plan's annualized turnover rate.
(3) Any successor organization of FBSI, through
reorganization, consolidation, merger or similar transaction,
shall, upon consummation of such transaction, become the
successor broker in accordance with the terms of this
authorization provision.
(4) The Trustee and FBSI shall continue to rely on this
authorization provision until notified to the contrary. The
Named Fiduciary reserves the right to terminate this
authorization upon sixty (60) days written notice to FBSI (or its
successor) and the Trustee, in accordance with Section 11 of this
Agreement.
(iv) Securities Law Reports. The Sponsor shall be
----------------------
responsible for filing all reports required under Federal or
state securities laws with respect to the Trust's ownership of
Sponsor Stock, including, without limitation, any reports
required under section 13 or 16 of the Securities Exchange Act of
1934, and shall immediately notify the Trustee in writing of any
requirement to stop purchases or sales of Sponsor Stock pending
the filing of any report. The Trustee shall provide to the
Sponsor such information on the Trust's ownership of Sponsor
Stock as the Sponsor may reasonably request in order to comply
with Federal or state securities laws.
(v) Voting and Tender Offers. The provisions of this
------------------------
Section shall govern the voting and tendering of Sponsor Stock.
The Sponsor, after consultation with the Trustee, shall provide
and pay for all printing, mailing, tabulation and other costs
associated with the voting and tendering of Sponsor Stock.
(A) Voting.
------
(1) When the issuer of the Sponsor Stock files
preliminary proxy solicitation materials with the Securities and
Exchange Commission, the Sponsor
<PAGE>
shall cause a copy of all materials to be sent simultaneously to
the Trustee. Based on these materials the Trustee shall prepare a
voting instruction form. At the time of mailing of notice of each
annual or special stockholders' meeting of the issuer of the
Sponsor Stock, the Sponsor shall cause a copy of the notice and
all proxy solicitation materials to be sent to each Plan
participant having an account with an interest in Sponsor Stock
held in the Trust, together with the foregoing voting instruction
form to be returned to the Trustee or its designee. The form
shall show the proportional interest in the number of full and
fractional shares of Sponsor Stock credited to the participant's
accounts held in the Dow Jones & Company, Inc. Common Stock Fund
as of the record date. The Sponsor shall provide the Trustee with
a copy of any materials provided to the participants and shall
certify to the Trustee that the materials have been mailed or
otherwise sent to participants.
(2) Each participant having an account with an interest in
the Dow Jones & Company, Inc. Common Stock Fund shall have the
right to direct the Trustee as to the manner in which the Trustee
is to vote (including not to vote) that number of shares of
Sponsor Stock reflecting the proportional interest of such
participant's accounts in the Dow Jones & Company, Inc. Common
Stock Fund (both vested and unvested). Directions from a
participant to the Trustee concerning the voting of Sponsor Stock
shall be communicated in writing, or by mailgram or similar
means. These individual directions shall be held in confidence by
the Trustee and shall not be divulged to the Sponsor, or any
officer or employee thereof, or any other person. Upon its
receipt of the directions, the Trustee shall vote the shares of
Sponsor Stock reflecting the proportional interest of the
participant's accounts in the Dow Jones & Company, Inc. Common
Stock Fund as directed by the participant. The Trustee shall not
vote shares of Sponsor Stock reflecting a proportional interest
of a participant's accounts in the Dow Jones & Company, Inc.
Common Stock Fund for which it has received no direction from the
participant.
(B) Tender Offers.
-------------
(1) Upon commencement of a tender offer for any
securities held in the Trust that are Sponsor Stock, the Sponsor
shall notify each Plan participant having an account with an
interest in such Sponsor Stock of the tender offer and utilize
its best efforts to timely distribute or cause to be distributed
to the participant the same information that is distributed to
shareholders of the issuer of Sponsor Stock in connection with
the tender offer, and, after consulting with the Trustee, shall
provide and pay for a means by which the participant may direct
the Trustee whether or not to tender the Sponsor Stock reflecting
the proportional interest of such participant's accounts in the
Dow Jones & Company, Inc. Common Stock Fund (both vested and
unvested). The Sponsor shall provide the Trustee with a copy of
any material provided to the participants and shall certify to
the Trustee that the materials have been mailed or otherwise sent
to participants.
(2) Each participant shall have the right to direct
the Trustee to tender or not to tender some or all of the shares
of Sponsor Stock reflecting the proportional interest of such
participant's accounts in the Dow Jones & Company, Inc. Common
Stock Fund (both vested and unvested). Directions from a
participant to the Trustee concerning the tender of Sponsor Stock
shall be communicated in writing, or by mailgram or such similar
means as is agreed upon by the Trustee and the Sponsor under the
preceding paragraph. These directions
<PAGE>
shall be held in confidence by the Trustee and shall not be
divulged to the Sponsor, or any officer or employee thereof, or
any other person except to the extent that the consequences of
such directions are reflected in reports regularly communicated
to any such persons in the ordinary course of the performance of
the Trustee's services hereunder. The Trustee shall tender or not
tender shares of Sponsor Stock as directed by the participant.
The Trustee shall not tender shares of Sponsor Stock reflecting a
proportional interest of a participant's accounts in the Dow
Jones & Company, Inc. Common Stock Fund for which it has received
no direction from the participant.
(3) A participant who has directed the Trustee to
tender some or all of the shares of Sponsor Stock reflecting the
proportional interest of the participant's accounts in the Dow
Jones & Company, Inc. Common Stock Fund may, at any time prior to
the tender offer withdrawal date, direct the Trustee to withdraw
some or all of the tendered shares reflecting the proportional
interest in the participant's accounts, and the Trustee shall
withdraw the directed number of shares from the tender offer
prior to the tender offer withdrawal deadline. A participant
shall not be limited as to the number of directions to tender or
withdraw that the participant may give to the Trustee.
(4) A direction by a participant to the Trustee to
tender shares of Sponsor Stock reflecting the proportional
interest of the participant's accounts in the Dow Jones &
Company, Inc. Common Stock Fund shall not be considered a written
election under the Plan by the participant to withdraw, or have
distributed, any or all of his withdrawable shares. The Trustee
shall credit to each proportional interest of the participant's
account from which the tendered shares were taken the proceeds
received by the Trustee in exchange for the shares of Sponsor
Stock tendered from that interest. Pending receipt of directions
from the participant or the Named Fiduciary, in a manner
consistent with the Plan, as to which of the remaining investment
options the proceeds should be invested in, the Trustee shall
invest the proceeds in the Mutual Fund described in Schedule "C".
(vi) Shares Credited. For all purposes of this
---------------
Section, the number of shares of Sponsor Stock deemed "credited"
or "reflected" to a participant's proportional interest shall be
determined as of the last preceding valuation date. The trade
date is the date the transaction is valued.
(vii) General. With respect to all rights other than
-------
the right to vote, the right to tender, and the right to withdraw
shares previously tendered, in the case of Sponsor Stock credited
to the proportional interest of the participant's accounts in the
Dow Jones & Company, Inc. Common Stock Fund, the Trustee shall
follow the directions of the participant and if no such
directions are received, the directions of the Named Fiduciary.
The Trustee shall have no duty to solicit directions from
participants.
(viii) Conversion. All provisions in this Section 4(j) shall
----------
also apply to any securities received as a result of a conversion
of Sponsor Stock.
(2) Amending Schedules "A" and "C" to reflect the addition of the
following investment option:
Dow Jones & Company, Inc. Common Stock Fund
<PAGE>
(3) Amending Schedule "B" to reflect the Sponsor Stock fee, as
follows:
To the extent that assets are invested in Sponsor Stock, .10%,
per annum, of such assets in the Trust, payable pro rata
quarterly in arrears on the basis of such assets as of the
calendar quarter's last valuation date, but no more than $50,000
per year.
(4) Amending Schedule "E" by adding an attachment, Schedule "E-1", as
attached.
(5) Amending and restating Schedule "G", Telephone Exchange
Procedures, as attached.
IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this
Second Amendment to be executed by their duly authorized officers effective as
of the day and year first above written.
DOW JONES & COMPANY, INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Leonard E. Doherty 7/13/94 By /s/ John P. O'Reilly, Jr. 7/21/94
---------------------------------- ---------------------------------------
Treasurer Date Senior Vice President Date
Agreed to by the
PLAN COMMITTEE
By /s/ Leonard E. Doherty 7/13/94
----------------------------------
Chairman Date
<PAGE>
SCHEDULE "E-1"
[LAW FIRM LETTERHEAD]
Jacqueline W. McCarthy
Fidelity Institutional Retirement
Services Company
82 Devonshire Street - A8B
Boston, MA 02109
[NAME OF PLAN]
------------
Dear Ms. McCarthy:
Sincerely,
[name of law firm]
By (signature)
-------------------
(name of partner)
<PAGE>
SCHEDULE "G"
TELEPHONE EXCHANGE PROCEDURES
The following telephone exchange procedures are currently employed by
Fidelity Institutional Retirement Services Company (FIRSCO).
Telephone exchange hours are 8:30 a.m. (ET) to 8:00 p.m. (ET) on each business
day. A "business day" is any day on which the New York Stock Exchange is open.
FIRSCO reserves the right to change these telephone exchange procedures at its
discretion.
MUTUAL FUNDS
------------
EXCHANGES BETWEEN MUTUAL FUNDS
- ------------------------------
Participants may call on any business day to exchange between the mutual funds.
If the request is received before 4:00 p.m. (ET), it will receive that day's
trade date. Calls received after 4:00 p.m. (ET) will be processed on a next day
basis.
GIC
---
EXCHANGES BETWEEN MUTUAL FUNDS AND FIXED INCOME FUND
- ----------------------------------------------------
Participants may call on any business day to exchange between mutual funds and
the Fixed Income Fund. If the request is received before 4:00 p.m. (ET), it will
receive that day's trade date. Calls received after 4:00 p.m. (ET) will be
processed on a next day basis.
EXCHANGE RESTRICTIONS
- ---------------------
Participants will not be permitted to make direct transfers from the GIC Fund
into a competing fund. Participants who wish to exchange from the GIC Fund into
a competing fund, must first exchange into a non-competing fund for a period of
90 days. This transfer restriction shall not apply with respect to the Sponsor
contributions posted annually to participants' accounts, during the thirty (30)
day period immediately following such posting.
DOW JONES & COMPANY, INC. COMMON STOCK FUND
-------------------------------------------
EXCHANGES BETWEEN MUTUAL FUNDS, THE FIXED INCOME FUND AND DOW JONES &
- ----------------------------------------------------------------------
COMPANY, INC. COMMON STOCK FUND
- -------------------------------
Participants may call on any business day to exchange between the mutual funds,
the Fixed Income Fund and the Dow Jones & Company, Inc. Common Stock Fund. If
the request is received before 4:00 p.m. (ET), it will receive that day's trade
date. Calls received after 4:00 p.m. (ET) will be processed on a next day basis.
EXCHANGE RESTRICTIONS
- ---------------------
It is the intention of the Trustee to maintain a sufficient liquidity reserve in
the Sponsor Stock Fund to meet exchange, redemption or withdrawal requests.
However, if there is insufficient liquidity in the Sponsor Stock Fund to allow
for same day exchanges, the Trustee will be required to sell shares of Sponsor
Stock to meet the exchange requests. If this occurs, the subsequent exchange
into other Plan investment options will take five (5) business days later. This
allows for settlement of the stock trade at the custodian and the corresponding
transfer to Fidelity.
PLAN COMMITTEE FIDELITY MANAGEMENT TRUST COMPANY
By /s/ Leonard E. Doherty 7/13/94 By /s/ John P. O'Reilly, Jr. 7/21/94
---------------------------------- ---------------------------------------
Chairman Date Senior Vice President Date
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8
of our report dated January 25, 1994 on our audits of the financial statements
and financial statement schedules of Dow Jones & Company, Inc. and its
subsidiaries. We also consent to the reference to our firm under the caption
"Experts."
Coopers & Lybrand L.L.P.
New York, New York
August 15, 1994
