Exhibit 10(I)
AIRBORNE FREIGHT CORPORATION
EXECUTIVE DEFERRAL PLAN
(EDP)
Restated Effective January 1, 1999
TABLE OF CONTENTS
Page
Purpose 1
Article 1 - Definitions 1
Article 2 - Eligibility 3
2.1 Eligibility and Participation 3
2.2 Enrollment Requirements 3
Article 3 - Deferral Commitments 4
3.1 Minimum and Maximum Deferrals 4
3.2 Deferral Commitment Period 4
3.3 FICA Taxes 4
3.4 Interest Crediting Prior to Distribution 4
3.5 Interest Crediting Upon Commencement of Retirement
Distribution 4
Article 4 - In-Service Distributions 5
4.1 In General 5
4.2 Hardship Withdrawal 5
4.3 Pre-Determined Withdrawal 5
4.4 Early Distribution With Penalty 5
4.5 Payment of Distribution 6
4.6 Remaining Account Balance 6
Article 5 - Commencement of Payment of Benefits 6
5.1 Retirement 6
5.2 Disability 6
5.3 Termination 6
5.4 Death Prior to Commencement of Payment of Benefits 6
5.5 Death After Commencement of Payment of Benefits 6
5.6 Beneficiary 6
5.7 Forms of Distribution 7
5.8 Small Amounts Distribution 7
Article 6 - Beneficiary 7
6.1 Beneficiary 7
6.2 Beneficiary Designation; Change 7
6.3 No Beneficiary Designation 7
6.4 Doubt as to Beneficiary 7
6.5 Discharge of Obligations 7
Page
Article 7- Leave of Absence 8
7.1 Authorized Leave of Absence 8
Article 8 - Company/Participant Liability 8
8.1 General Assets 8
8.2 Limitation of Obligation 8
8.3 Participant Cooperation 8
8.4 Unsecured General Creditor 8
Article 9 - No Guarantee of Employment 9
9.1 No Guarantee of Employment 9
Article 10-Termination, Amendment or Modification of the Plan 9
10.1 Termination of Plan 9
10.2 Amendment of Plan 9
10.3 Termination of Deferral Agreement 9
Article 11 -Change of Control 10
11.1 Change of Control 10
11.2 Termination of Employment Following a
Change of Control 10
11.3 Constructive Termination of Employment 10
Article 12 -Other Benefits and Agreements 11
12.1 Coordination with Other Benefits 11
Article 13 -Restrictions on Alienation of Benefits 11
13.1 Nonassignability 11
Article 14 -Administration of the Plan 11
14.1 Committee Administration 11
14.2 Committee Authority 12
14.3 Committee Indemnity 12
14.4 Company's Obligations to the Committee 12
14.5 Committee Discretion in Payment Schedule 12
14.6 Legal, Accounting, Clerical and Other Services 12
Article 15 -Claims Procedures 12
15.1 Presentation of Claim 12
15.2 Notification of Decision 12
15.3 Review of a Denied Claim 13
15.4 Decision on Review 13
Page
Article 16 -Trust 14
16.1 Establishment of the Trust 14
16.2 Interrelationship of the Plan and the Trust 14
Article 17 -Miscellaneous 15
17.1 Notice 15
17.2 Successors 15
17.3 Governing Law 15
17.4 Headings 15
17.5 Validity 15
EXECUTIVE DEFERRAL PLAN
OF
AIRBORNE FREIGHT CORPORATION
Purpose
The purpose of this Plan is to provide specified benefits to a
select group of key employees who contribute materially to the
continued growth, development and future business success of
AIRBORNE EXPRESS and its subsidiaries.
Article 1
Definitions
For purposes hereof, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following
indicated meanings:
1.1 "Account Balance" shall mean the sum of (i) the Deferral
Amount and (ii) interest credited in accordance with all the
applicable interest crediting provisions of this Plan, less
all distributions made in accordance with the Plan.
1.2 "Airborne Express" shall mean Airborne Freight Corporation
(d/b/a Airborne Express) and its subsidiaries.
1.3 "Annual Bonus" shall mean any compensation paid under the
Company's MICP bonus plan.
1.4 "Basic Plan" shall mean the Airborne Freight Corporation
Minimum Monthly Retirement Income Plan.
1.5 "Base Annual Salary" shall mean the annual compensation that
is to be paid to a Participant for each Plan Year, determined
as of the first day of that year, excluding bonuses,
commissions, overtime and non-monetary awards for employment
services to the Company.
1.6 "Beneficiary" shall mean the person or persons, or the estate
of a Participant, designated in accordance with Article 6,
who is entitled to receive benefits under this Plan upon the
death of a Participant.
1.7 "Beneficiary Designation Form" shall mean the form
established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.
1.8 "Board" shall mean the Board of Directors of Airborne Freight
Corporation (d/b/a Airborne Express).
1.9 "Change of Control" shall mean an event or transaction which
results in a Change of Control of the management of Airborne
Express as described and defined under Article 11 of this
Plan.
1.10 "Committee" shall mean the administrative committee
appointed to manage and administer this Plan in accordance
with the provisions of Article 14.
1.11 "Company" shall mean Airborne Express and its
subsidiaries.
1.12 "Deferral Agreement" shall mean the form of written
agreement which is entered into by and between the Company
and a Participant. Each Deferral Agreement executed by a
Participant shall provide for the entire benefit to which
such Participant is entitled to under this Plan, and the
Deferral Agreement bearing the latest date shall govern such
entitlement.
1.13 "Deferral Amount" shall be the sum of all of a
Participant's Base Annual Salary deferrals, Annual Bonus
deferrals and Quarterly Incentive Bonus deferrals.
1.14 "Disability" shall mean a period of disability during
which a Participant qualifies for benefits under the
Company's or any of its subsidiaries' long-term disability
program.
1.15 "Effective Date" shall mean, for purposes of this
restated Plan, January l, 1999. The original effective date
of this Plan was January 1, 1992.
1.16 "Employee" shall mean any person who is in the regular
full-time employment of the Company as determined by the
personnel policies and practices of the Company.
1.17 "In-Service Distribution" shall mean the distribution to be
made, if elected by the Participant, pursuant to Article 4.
1.18 "Interest Crediting Rate" shall mean the interest rate
determined and announced by the Committee at any time prior
to the beginning of the Plan Year. The Committee will base
the crediting rate upon an established index and shall
document and communicate the index source prior to the
beginning of the plan year.
1.19 "Participant" shall mean any Employee who (i) is
eligible to participate under the terms of this Plan, (ii)
elects to participate in this Plan, (iii) signs a Deferral
Agreement and a Beneficiary Designation Form, (iv) the signed
Deferral Agreement and Beneficiary Designation Form are
returned to and accepted by the Committee, and (v) neither
this Plan nor the Deferral Agreement has terminated.
1.20 "Plan" shall mean the Executive Deferral Plan of the
Company which is defined by this instrument and by each
Deferral Agreement.
1.21 The "Plan Year" shall begin on January 1 of each year
and continue through December 31 of the same year.
1.22 "Quarterly Incentive Bonus" shall mean any compensation
paid under the Company's Quarterly Incentive Bonus Plan.
1.23 "Retirement" shall mean the later of the date a
Participant attains age 55 and ten (10) years of service and
ceases employment with the Company or attains age 62 and
ceases employment with the Company.
1.24 "Retirement Distribution Date" shall mean the last day
of the month in which a Participant has both (i) reached or
passed his or her Retirement date and (ii) has actually
ceased being an Employee other than by death.
1.25 "Termination Benefit" shall mean the termination benefit
provided for in Article 5.
1.26 "Termination of Employment" shall mean the cessation of
employment with the Company prior to Retirement.
1.27 ''Trust" shall mean the trust established pursuant to
that certain Trust Agreement, dated as of January 1, 1992,
between the Company and the Trustee named therein, as amended
from time to time.
Article 2
Eligibility
2.1 Eligibility and Participation. An employee shall become
eligible to participate in this Plan when he/she either (a)
becomes an officer of the Company, or (b) is specifically
nominated for participation by the Board . Participation
shall be limited to a select group of management and highly
compensated employees of the Company.
2.2 Enrollment Requirements. As a condition of participation,
each Participant so selected shall complete, sign and return
to the Committee a Deferral Agreement and a Beneficiary
Designation Form. The Participant must return all forms by
the required due date, and comply with all further conditions
that may be established by the Committee. In any event, the
Deferral Agreement must be returned prior to the beginning of
the calendar year for which the election applies.
Article 3
Deferral Commitments
3.1 Minimum and Maximum Deferrals. The Minimum and Maximum
Deferrals shall be:
Type of Deferral Minimum Deferral Maximum Deferral
---------------- ---------------- ----------------
a) Base Annual Salary (BAS) $50/pay period 100% of BAS
b) Annual MICP Bonus (AMB) $1,000 100% of AMB
c) Quarterly Incentive $250/per quarter 100% of QIB
Bonus (QIB)
3.2 Deferral Commitment Period. The "Deferral Commitment Period"
for each Participant shall be a fixed one Plan Year period.
3.3 FICA Taxes. For each Plan Year of the Deferral Commitment
Period, the Company shall ratably withhold from that portion
of the Participant's Base Annual Salary and/or Annual Bonus
that is not being deferred, the Participant's share of FICA
taxes based on an amount equal to the Base Annual Salary,
Annual MICP Bonus and/or Quarterly Incentive Bonus before
reduction by the amount deferred. If necessary, the
Committee shall reduce the amount deferred in order to comply
with this Section 3.3.
3.4 Interest Crediting Prior to Distribution. Interest shall be
based on the Interest Crediting Rate defined in this Plan,
credited in the following manner:
(a) For Base Annual Salary deferrals, interest shall be
credited quarterly as though all deferrals were made on
the 45th day of the quarter.
(b) For Annual Bonus deferrals and Quarterly Incentive
Bonus deferrals, interest shall be credited quarterly as
though all Annual Bonus and Quarterly Incentive Bonus
deferrals were made on the 45th day of the quarter in the
quarter the bonus would otherwise be paid to the
Participant.
3.5 Interest Crediting Upon Commencement of Retirement
Distribution. Upon commencement of a distribution, except as
noted in Section 5.8, interest shall be credited based upon
the average rate credited over the five Plan Years
immediately preceding the distribution start date. Such rate
shall remain constant throughout the distribution period.
Article 4
In-Service Distributions
4.1 In General. All funds in the Account Balance of a
Participant shall remain in this Plan until death,
retirement, disability, termination of employment, or
hardship, unless the Participant has elected to receive an In-
Service Distribution according to one of the options listed
below.
4.2 Hardship Withdrawal.
(a) If a Participant experiences an Unforeseeable
Financial Emergency as described in Section 4.2(b) below,
the Participant may petition the Committee to (i) suspend
any deferrals required by the Deferral Agreement and/or
(ii) receive a distribution which will be limited to the
amount required to satisfy the Unforseeable Financial
Emergency, from this Plan. Any approval of such a
petition shall be made at the sole discretion of the
Committee. If the Committee approves a distribution, the
distribution shall be made within sixty (60) days of the
date of approval. The distribution may not exceed the
Participant's Account Balance as of the last day of the
month prior to the date of the Committee's approval of
the petition, calculated as if such Participant were
receiving a Termination Benefit as of such date.
(b) An "Unforeseeable Financial Emergency" shall mean an
unexpected need for cash arising from an illness,
casualty loss, sudden financial reversal, transfer of
place of employment or other such unforeseeable
occurrence, all as determined in the sole discretion of
the Committee.
4.3 Pre-Determined Withdrawal. Prior to making deferrals, the
Participant may elect to receive an In-Service Distribution
at a future date to be specified at the time of election.
The earliest date that an In-Service Withdrawal can be
elected is after the completion of the third Plan Year
following that year's Deferral Agreement. If the Participant
chooses to receive an In-Service Distribution, he/she shall
receive from the Account Balance an amount equal to the total
Deferral Amount actually deferred during the Plan Year
following the date of election plus all interest relative to
the specified distribution.
4.4 Early Distribution With Penalty. Upon application by an
Eligible Participant, the Committee may determine in its sole
discretion that payments from such Eligible Participant's
Account shall be made in a different form or on an earlier
date than otherwise elected under the terms of this Plan
(even in the absence of a Total Disability or Unforeseeable
Emergency). All distributions under this Subsection shall be
reduced by a penalty equal to ten percent of the amount
otherwise distributable, which penalty shall be forfeited to
the Company.
An Eligible Participant who has received a distribution under
this subsection thereafter shall not make any additional
deferral under the Plan.
4.5 Payment of Distribution. The payment of the In-Service
Distribution shall be made in a lump sum within 90 days of
the first day of the Plan Year specified by the Participant
in the Deferral Agreement.
4.6 Remaining Account Balance. After the payment of the In-
Service Distribution, the remaining Account Balance, if any,
shall constitute the entire Account Balance and be paid under
the other provisions of this Plan, as elected.
Article 5
Commencement of Payment of Benefits
5.1 Retirement. In the event of a Participant's Retirement, the
Account Balance of a Participant shall be distributed in the
form provided under this Article within 90 days after a
Participant's Retirement but effective the date of
Retirement.
5.2 Disability. A Participant who is disabled while employed will
be treated as employed and no payments will be made except in
accordance with Article 4.2.
5.3 Termination. In the event a Participant incurs a Termination
of Employment prior to Retirement, for any reason other than
death, such Participant's Account Balance shall be
distributed 90 days after the termination date, but effective
as of the first day of the month immediately following the
date of termination. Interest will be credited to the
Account Balance prior to distribution through the month
preceding Termination of Employment.
5.4 Death Prior to Commencement of Payment of Benefits. In the
event of a Participant's death prior to commencement of
payment of benefits, the balance of the Participant's Account
Balance shall be distributed to the Participant's Beneficiary
in the form indicated on the Deferral Agreement, commencing
90 days after the date of the Participant's death effective
as of the first day of the month immediately following the
date of the Participant's death.
5.5 Death After Commencement of Payment of Benefits. The
remainder of the Participant's Account Balance shall be paid
to the Participant's Beneficiary over the remainder of the
period under which the distribution began.
5.6 Beneficiary. Prior to commencement of payment of benefits to
a Beneficiary, such Beneficiary may request an alternative
single form of distribution to apply to the remainder of the
Participant's Account Balance. The Committee, after
considering all circumstances that it deems relevant
(including the effect of such form of distribution on the
finances of the Company and the financial needs of the
Beneficiary), shall determine in its sole discretion whether
to permit the alternative form of distribution. In the event
of the death of the Beneficiary prior to complete
distribution of the Participant's Account Balance, the
remainder of the Participant's Account Balance shall be paid
in a single lump sum to the deceased Beneficiary's estate.
5.7 Forms of Distribution. Except as otherwise provided in this
Article 5, the Participant's Account Balance shall be paid in
one of the following forms: (i) a single lump sum, (ii) 60
approximately equal monthly installments, (iii) 120
approximately equal monthly installments, or (iv) 180
approximately equal monthly installments, as the Participant
shall elect in any Deferral Agreement; provided, however,
that in the absence of such election in a Deferral Agreement,
the amounts credited to the Participant's Account Balance
shall be payable in 120 approximately equal monthly
installments. Prior to the commencement of payment of
benefits, the Participant may request, by written application
to the Committee, an alternative single form of distribution
that would apply to the Participant's entire Account Balance.
It is the sole discretion of the Committee to determine
whether to permit the requested alternative form of
distribution.
5.8 Small Amounts Distribution. In the event that the value of a
Participant's Account Balance does not exceed $20,000 as of
the date benefits first become distributable, the Committee
will distribute the Account Balance in a single lump sum
payment.
Article 6
Beneficiary
6.1 Beneficiary. Each Participant shall have the right, at any
time, to designate any person or persons as his or her
Beneficiary or Beneficiaries (both primary as well as
contingent) to receive any benefits payable under this Plan
to a Beneficiary upon the death of a Participant.
6.2 Beneficiary Designation; Change. A Participant shall
designate his or her Beneficiary or Beneficiaries by
completing and signing the Beneficiary Designation Form and
returning it to the Committee. A Participant shall have the
right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary
Designation Form.
6.3 No Beneficiary Designation. If a Participant fails to
designate a Beneficiary as provided above, or if all
designated Beneficiaries predecease the Participant or die
prior to complete distribution of the Participant's benefits,
then the Participant's designated Beneficiary shall be deemed
to be his or her surviving spouse. If the Participant has no
surviving spouse, the benefits remaining under this Plan to
be paid to a Beneficiary shall be payable to the executor or
personal representative of the Participant's estate.
6.4 Doubt as to Beneficiary. If the Committee has any doubt as to
the proper Beneficiary to receive payments pursuant to this
Plan, it shall have the right to withhold such payments until
this matter is resolved to its satisfaction.
6.5 Discharge of Obligations. The payment of benefits under this
Plan to a Beneficiary shall fully and completely discharge the
Company from all further obligations under this Plan with respect
to the deceased Participant and all of his or her Beneficiaries.
Article 7
Leave of Absence
7.1 Authorized Leave of Absence. If a Participant is authorized
by the Company for any reason to take a paid leave of absence
from employment, such Participant shall continue to be
considered employed as an Employee and shall be required to
maintain the level of deferrals set forth in his or her
Deferral Agreement in order to keep the Deferral Agreement in
full force and effect. If such leave of absence is unpaid,
the Participant shall continue to be considered employed as
an Employee and will be excused from making deferrals until
the unpaid leave of absence ends. Provided, however, that if
the unpaid leave of absence continues beyond twelve
consecutive months, the Participant shall be treated as
having incurred a Termination of Employment as of the end of
such twelve-month period and the Participant shall receive
the Termination Benefit.
Article 8
Employer/Participant Liability
8.1 General Assets. Amounts payable to a Participant shall be
paid from the general assets of the Company exclusively.
8.2 Limitation of Obligation. The Company shall have no
obligation to a Participant under the Plan, except as
expressly provided for in this Plan.
8.3 Participant Cooperation. The Participant must cooperate with
the Company and the Committee in furnishing all information
requested by the Company and/or Committee in order to
facilitate the payment of benefits, and the administration
and operation of this Plan. Such information may include
taking a physical examination, or other actions, and such
cooperation shall extend beyond the termination of the
Deferral Agreement and the Employee's Participation in this
Plan.
8.4 Unsecured General Creditor. Participants, their Beneficiaries
and their permitted heirs, successors and assigns shall have
no legal or equitable rights, interest or claims in any
specific property or assets of the Company nor shall they be
beneficiaries of, or have any rights, claims or interests in
any life insurance policies, annuities, interests or the
proceeds therefrom owned, or which may be acquired by, the
Company. Any and all of the Company's assets shall be, and
remain, the general, unpledged unrestricted assets of the
Company. The Company's obligations under this Plan shall be
merely that of an unfunded and unsecured promise of the
Company to pay money in the future.
Article 9
No Guarantee of Employment
9.1 No Guarantee of Employment. Nothing in this Plan shall be
construed as altering in any manner the employment
relationship with an Employee, which is hereby acknowledged
to be an "at will" employment relationship that can be
terminated at any time for any reason, with or without cause,
unless otherwise expressly provided in a written employment
agreement. All terms and conditions of an Employee's current
employment shall remain the same. Nothing in this Plan
creates, or is meant to create, any obligation on the part of
the Company to keep an Employee employed by the Company or
not to terminate an Employee at any time and for any reason.
Article 10
Termination, Amendment or Modification of the Plan
10.1 Termination of Plan. The Company reserves the right to
terminate this Plan at any time. Upon termination of this
Plan, the Participant's Account Balance shall be paid out in
accordance with the benefits that the Participant would
receive if there had occurred a Termination of Employment
with respect to the Participant on the date of Plan
termination, or if such termination occurs after Retirement,
the Participant had retired on the date of Plan termination.
Notwithstanding the above, the termination of this Plan shall
not affect any Participant or Beneficiary who has become
entitled to the payment of benefits under this Plan as of the
date of termination.
10.2 Amendment of Plan. The Company may, at any time, amend
or modify this Plan in whole or in part, provided, however,
that no amendment or modification shall be effective to
decrease or restrict a Participant's Account Balance in
existence at the time the amendment or modification is made,
calculated as if there had occurred a Termination of
Employment with respect to such Participant as of the
effective date of the amendment, or if such amendment occurs
after Retirement, the Participant had retired as of the
effective date of the amendment. The amendment or
modification of this Plan shall not affect any Participant or
Beneficiary who has become entitled to the payment of
benefits under this Plan as of the date of the amendment or
modification.
10.3 Termination of Deferral Agreement. Absent the earlier
termination, modification or amendment of this Plan, the
Deferral Agreement of any Participant shall terminate upon
the full payment of the applicable benefit provided under the
provisions of this Plan.
Article 11
Change of Control
11.1 Change of Control. For purposes of this Plan, Change of
Control means:
(a) The acquisition by any person or entity of the
power, directly or indirectly, to exercise a controlling
influence over the management or policies of Airborne
Express (either alone or pursuant to an arrangement or
understanding with one or more other persons or
entities), whether through ownership of voting
securities, through one or more intermediaries, by
contract, or otherwise;
(b) The acquisition by a person who is not a U.S.
citizen or an entity that is not a U.S. entity (either
alone or by arrangement or understanding with one or more
other persons or entities) of the ownership or power to
vote twenty-five percent (25%) or more of the outstanding
voting securities of Airborne Express;
(c) The acquisition by a U.S. citizen or a U.S. entity
(either alone or pursuant to an arrangement or
understanding with one or more other persons or entities)
of the ownership or power to vote thirty-five percent
(35%) or more of the outstanding voting securities of
Airborne Express; or
(d) If during a period of six years after the
acquisition by any person or entity, directly or
indirectly, of the ownership or power to vote ten percent
(10%) or more of the outstanding voting securities of
Airborne Express, the composition of the majority the
Board changes without majority consent of those Directors
who were Directors prior to such acquisition.
11.2 Termination of Employment Following a Change of Control.
If during the three-year period following a Change of Control
the employment of a Participant is terminated for any reason
other than Disability, Death or Retirement hereunder, such
Participant shall be considered to have retired at his or her
Retirement date under the provisions of this Plan, as of his
or her date of termination, and all benefits provided under
this Plan shall become immediately payable.
11.3 Constructive Termination of Employment. If during the
three-year period following a Change of Control the
employment of a Participant is constructively terminated,
such Participant shall be entitled to receive benefits under
this Plan as though his or her employment was actually
terminated in accordance with Section 11.2. Constructive
Termination shall be deemed to have occurred if:
(a) The Participant's salary is either reduced by more
than ten percent, or not increased for a period of two
years, unless the salaries of all other Participants and
officers of the Company are reduced in equal proportions
or are not increased during the same period;
(b) The title, duties and responsibilities of the
Participant's job are substantially reduced from those
existing prior to the Change of Control;
(c) The Participant's place of employment is changed by
a distance of more than twenty-five miles without such
Participant's consent;
(d) The Participant's salary is reduced by twenty-five
percent or more without regard to the salaries of any
other person;
In the event of a Constructive Termination, a
Participant may serve notice on the Company, in writing,
of his or her Constructive Termination and intention to
actually terminate employment as a result of such
Constructive Termination. Benefits under this Plan, in
accordance with Section 11.2, shall become payable on the
actual date of the Participant's termination of
employment.
Article 12
Other Benefits and Agreements
12.1 Coordination with Other Benefits. The benefits provided
for a Participant and Participant's Beneficiary under this
Plan are in addition to any other benefits available to such
Participant under any other plan or program for employees of
the Company. The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program
except as may otherwise be expressly provided.
Article 13
Restrictions on Alienation of Benefits
13.1 Nonassignability Neither a Participant nor any other
person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber,
transfer, hypothecate or convey in advance of actual receipt,
the amounts if any, payable hereunder, or any part thereof.
No part of the amounts payable shall, prior to actual
payment, be subject to any claims of creditors and, in
particular, they shall not be subject to attachment,
garnishment, seizure or sequestration by any creditor for the
payment of any debts, judgments, obligations, alimony or
separate maintenance owed by a Participant.
Article 14
Administration of the Plan
14.1 Committee Administration. The general administration of
this Plan, as well as construction and interpretation thereof,
shall be the responsibility of the Committee, the number of
members of which shall be designated and appointed from time to
time by, and shall serve at, the pleasure of the Board.
14.2 Committee Authority. The Committee shall from time to
time establish rules, forms and procedures for the
administration of this Plan. Except as otherwise expressly
provided, the Committee shall have the exclusive right to
interpret this Plan and to decide any and all matters arising
thereunder except that an individual Committee member shall
not rule in matters involving his or her own account or
benefits. The Committee's decisions shall be conclusive and
binding upon all persons having or claiming to have any right
or interest under this Plan.
14.3 Committee Indemnity. No member of the Committee shall be
liable for any act or omission of any other member of the
Committee. The Company shall indemnify and save harmless
each member of the Committee against any and all expenses and
liabilities arising out of his or her membership on the
Committee, with the exception of expenses and liabilities
arising out of his or her own gross negligence.
14.4 Company's Obligations to the Committee. To enable the
Committee to perform its functions, the Company shall supply
full and timely information to the Committee on all matters
relating to the compensation of all Participants, their
retirement, death, Disability or Termination of Employment,
and such other pertinent facts as the Committee may require.
14.5 Committee Discretion in Payment Schedule. The Committee
shall also have the power, at its sole discretion, to change
the manner and timing of payments to be made to a Participant
or Participant's Beneficiary from that set forth in the
Participant's Deferral Agreement, if requested to do so by
such Participant or Beneficiary.
14.6 Legal, Accounting, Clerical and Other Services. The
Committee may authorize one or more of its members or any
agent to act on its behalf and may contract for legal,
accounting, clerical and other services to carry out this
Plan. All expenses of the Committee shall be paid by the
Company.
Article 15
Claims Procedures
15.1 Presentation of Claim. Any Participant or Beneficiary of
a deceased Participant (such Participant or Beneficiary being
referred to below as a "Claimant") may deliver to the
Committee a written claim for a determination with respect to
the amounts (i) credited to (or deducted from) such
Claimant's Account Balance, or (ii) distributable to such
Claimant from this Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must
be made within 60 days after such notice was received by the
Claimant. The claim must state with particularity the
determination desired by the Claimant
15.2 Notification of Decision. The Committee shall consider a
Claimant's claim within a reasonable time, and shall notify
the Claimant in writing:
(a) that the Claimant's requested determination has been
made, and that the claim has been allowed in full; or
(b) that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimant's
requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:
(i) the specific reason(s) for the denial of the
claim, or any part of it;
(ii) specific reference(s) to pertinent provisions of
this Plan upon which such denial was based;
(iii) a description of any additional material or
information necessary for the Claimant to perfect the
claim, and an explanation of why such material or
information is necessary; and
(iv) an explanation of the claim review procedure set
forth in Section 15.3.
15.3 Review of a Denied Claim. Within sixty (60) days after
receiving a notice from the Committee that a claim has been
denied, in whole or in part, a Claimant (or the Claimant's
duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim.
Thereafter, but not later than thirty (30) days after the
review procedure began, the Claimant (or the Claimant's duly
authorized representative):
(a) may review pertinent documents;
(b) may submit written comments or other documents;
and/or
(c) may request a hearing, which the Committee, in its
sole discretion, may grant.
15.4 Decision on Review. The Committee shall render its
decision on review promptly, and not later than sixty (60)
days after the filing of a written request for review of the
denial, unless a hearing is held or other special
circumstances require additional time, in which case the
Committee's decision must be rendered within 120 days after
such date. Such decision must be written in a manner
calculated to be understood by the Claimant, and it must
contain:
(a) specific reasons for the decision;
(b) specific reference(s) to the pertinent Plan
provisions upon which the decision was based; and
(c) such other matters as the Committee deems relevant.
Article 16
Trust
16.1 Establishment of the Trust. Airborne Express shall
establish the Trust. The Company shall at least annually
transfer to the Trust such assets as the Committee
determines, in its sole discretion, are necessary to provide
for the Company's future liabilities created with respect to
the Deferral Amounts and interest credits for that Plan Year.
16.2 Interrelationship of the Plan and the Trust. The
provisions of this Plan and the Deferral Agreement shall
govern the rights of a Participant to receive distributions
pursuant to this Plan. The provisions of the Trust shall
govern the rights of the Company, Participant and the
creditors of the Company to the assets transferred to the
Trust. The Company shall at all times remain liable to carry
out its obligations under this Plan. The Company's
obligations under this Plan may be satisfied with Trust
assets distributed pursuant to the terms of the Trust.
Article 17
Miscellaneous
17.1 Notice. Any notice given under this Plan shall be in
writing and shall be mailed to:
AIRBORNE EXPRESS
Employee Benefits
3101 Western Avenue
Seattle, Washington 98111
(206) 281-4812
17.2 Successors. This Plan shall be binding upon the Company
and its respective successors or assigns, and upon a
Participant, the Participant's Beneficiaries, and the
Participant's permitted assigns, heirs, executors and
administrators.
17.3 Governing Law. This Plan and each Deferral Agreement
shall be governed by and construed under the laws of the
State of Washington.
17.4 Headings. The headings of the articles, sections and
paragraphs of this Plan are for convenience only and shall
not control or affect the meaning or construction of any of
its provisions.
17.5 Validity. In the event any provision of this Plan shall
be illegal or invalid for any reason, the illegality or
invalidity of that provision shall not affect the remaining
parts hereof, but this Plan shall be construed and enforced
as if such illegal and invalid provision had never been
inserted herein.
IN WITNESS WHEREOF, AIRBORNE FREIGHT CORPORATION has signed this
restated Executive Deferral Plan this 17 day of June, 1999.
AIRBORNE FREIGHT CORPORATION
By /s/ Lanny H. Michael
-----------------------
Lanny H. Michael
Senior Vice President & Treasurer
