<PAGE>
As filed with the Securities and Exchange Commission on January 3, 1997
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
ALCO STANDARD CORPORATION
(Exact name of registrant as specified in its charter)
OHIO 23-0334400
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
-----------------------
P.O. Box 834
Valley Forge, Pennsylvania 19482
(Address of Principal Executive Offices) (Zip Code)
-----------------------
ALCO STANDARD CORPORATION
RETIREMENT SAVINGS PLAN
(formerly the Alco Standard Corporation Stock Participation Plan)
-----------------------
Karin M. Kinney
Corporate Counsel and Secretary
Alco Standard Corporation
Box 834
Valley Forge, Pennsylvania 19482
(Name and address of agent for service)
(610) 296-8000
(Telephone number, including area code, of agent for service)
-----------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
securities to to be price offering registration
be registered registered per unit* price fee
================================================================================
Common stock 4,000,000 $41.50 $166,000,000 $50,303
without
par value
Interests
in the Plan
- --------------------------------------------------------------------------------
*Estimated solely for the purpose of determining the registration fee pursuant
to Rule 457(c)
This Registration Statement relates to Registration Statement No. 33-55004 and
is being filed pursuant to General Instruction E of Form S-8 in order to
register additional securities of the same class as other securities for which a
registration statement file on this form relating to the same employee benefit
plan is effective except that the name of the employee benefit plan has been
changed from the Alco Standard Corporation Stock Participation Plan to the Alco
Standard Corporation Retirement Savings Plan.
<PAGE>
On November 24, 1992, the Registrant filed a Registration Statement on
Form S-8, Registration Statement No. 33-55004 to register 4,000,000 shares of
Common Stock which were issuable under the Registrant's Stock Participation
Plan. The contents of Registration Statement No.33-55004 are incorporated by
reference in the Registration Statement, except that the name of the plan has
been changed from the Alco Standard Stock Participation Plan to the Alco
Standard Corporation Retirement Savings Plan (the "Retirement Savings Plan").
The Registrant is now filing this separate Registration Statement to register an
additional 4,000,000 shares of common stock which may be issued under the
Retirement Savings Plan.
Item 8. Exhibits
- ----------------
(4.0) Form of Certificate for Shares of Common Stock is incorporated
herein by reference to Form S-3 of the Registrant, Registration Statement
No. 33-62460, Exhibit 4.2.
(4.1) Rights Agreement, dated as of February 10, 1988 between Alco
Standard Corporation and National City Bank, filed on February 11, 1988 as
Exhibit 1 to Alco Standard Corporation's Registration Statement on Form 8-A, is
incorporated herein by reference.
(5) Opinion of Ballard Spahr Andrews & Ingersoll Re:
legality. The Registrant will submit or has submitted
the Plan and any amendment thereto to the Internal
Revenue Service ("IRS") in a timely manner and has made
or will make all changes required by the IRS in order to
qualify the Plan.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
(99) Alco Standard Corporation Retirement Savings Plan.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Valley Forge, Pennsylvania, on the 3rd day of January, 1997.
ALCO STANDARD CORPORATION
Date: January 3, 1997 By: /s/ Michael J. Dillon
-------------------------------------
(Michael J. Dillon)
Vice President and Controller
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.
Signature Title Date
--------- ----- ----
*JOHN E. STUART Chairman and Chief January 3, 1997
- ----------------------------- Executive Officer
(John E. Stuart) (Principal Executive Officer)
*KURT E. DINKELACKER President, Chief Operating January 3, 1997
- ----------------------------- Officer and a Director
(Kurt E. Dinkelacker)
*ROBERT M. KEARNS Senior Vice President and January 3, 1997
- ----------------------------- Chief Financial Officer
(Robert M. Kearns) (Principal Financial Officer)
/s/ Michael J. Dillon Vice President and Controller January 3, 1997
- ----------------------------- (Principal Accounting Officer)
(Michael J. Dillon)
<PAGE>
Signature Title Date
*JAMES R. BIRLE Director January 3, 1997
- ---------------------------------
(James R. Birle)
*PAUL J. DARLING, II Director January 3, 1997
- ---------------------------------
(Paul J. Darling, II)
*WILLIAM F. DRAKE, JR. Vice Chairman, General January 3, 1997
- --------------------------------- Counsel and a Director
(William F. Drake, Jr.)
*JAMES J. FORESE Executive Vice President, January 3, 1997
- --------------------------------- President of International
(James J. Forese) Operations and a Director
*FREDERICK S. HAMMER Director January 3, 1997
- ---------------------------------
(Frederick S. Hammer)
*BARBARA BARNES HAUPTFUHRER Director January 3, 1997
- ---------------------------------
(Barbara Barnes Hauptfuhrer)
*RICHARD A. JALKUT Director January 3, 1997
- ---------------------------------
(Richard A. Jalkut)
*DANA G. MEAD Director January 3, 1997
- ---------------------------------
(Dana G. Mead)
*RAY B. MUNDT Director January 3, 1997
- ---------------------------------
(Ray B. Mundt)
*PAUL C. O'NEILL Director January 3, 1997
- ---------------------------------
(Paul C. O'Neill)
*ROGELIO G. SADA Director January 3, 1997
- ---------------------------------
(Rogelio G. Sada)
*JAMES W. STRATTON Director January 3, 1997
- ---------------------------------
(James W. Stratton)
*By his signature set forth below, Michael J. Dillon, pursuant to duly
executed Powers of Attorney duly filed with the Securities and Exchange
Commission, has signed this Registration Statement on behalf of the persons
whose signatures are printed above, in the capacities set forth opposite their
respective names.
/s/ Michael J. Dillon January 3, 1997
- ---------------------------------
(Michael J. Dillon)
<PAGE>
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Valley Forge, Commonwealth of
Pennsylvania, on the 3rd day of January, 1997.
RETIREMENT SAVINGS PLAN
By: /s/ Nancy J. Heiden
--------------------------
(Nancy J. Heiden)
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibits
- ------- --------
(5) Opinion of Ballard Spahr Andrews & Ingersoll Re: legality.
(23) Consent of Independent Auditors.
(24) Powers of Attorney.
(24.1) Certified resolution regarding Powers of Attorney.
(99) Alco Standard Corporation Retirement Savings Plan.
<PAGE>
Exhibit 5
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL APPEARS HERE]
January 3, 1997
Alco Standard Corporation
P.O. Box 834
Valley Forge, PA 19482
Ladies and Gentlemen:
We have acted as special counsel to Alco Standard Corporation ("Alco") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") to register under the Securities Act of 1933, as
amended, interests (the "Interests") in the Alco Standard Corporation Retirement
Savings Plan (the "Plan") and 4,000,000 additional shares of Alco Common Stock
(the "Shares") which may be purchased under the Plan from time to time by
certain employees of Alco. The Shares may be presently authorized but unissued
shares or shares held as treasury shares at the time of their delivery.
In rendering our opinion, we have reviewed such certificates, documents,
corporate records and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that (i) the Interests
created pursuant to the Plan will be legal and binding obligations of Alco and
(ii) the Shares, when issued in accordance with the terms of the Plan, will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE>
Exhibit 23
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) of Alco Standard Corporation pertaining to the Alco Standard Corporation
Retirement Savings Plan of our report dated October 16, 1996 (except for Note 2,
as to which the date is November 20, 1996), with respect to the financial
statements of Alco Standard Corporation incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 30, 1996, and the related
financial statement schedule included therein, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
December 30, 1996
<PAGE>
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney
and Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute, on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ JAMES R. BIRLE
------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth
Croney and Michael J. Dillon, as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997
SIGNED: /s/ PAUL J. DARLING, II
-------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is President, Chief Operating Officer
and a Director Alco Standard Corporation ("Alco").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ KURT E. DINKELACKER
---------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ WILLIAM F. DRAKE, JR.
------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such documents which said attorney may deem
necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ JAMES J. FORESE
--------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ FREDERICK S. HAMMER
-----------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of William F. Drake, Karin M. Kinney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ RICHARD A. JALKUT
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that she is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as her attorneys-in-fact, each with the power of
substitution, to execute on her behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ BARBARA BARNES HAUPTFUHRER
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ DANA G. MEAD
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ RAY B. MUNDT
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ PAUL C. O'NEILL
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ ROGELIO G.SADA
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is a Director of Alco Standard
Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ JAMES W. STRATTON
---------------------------------
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned certifies that he is Chairman and Chief Executive Officer
of Alco Standard Corporation ("Alco").
The undersigned hereby appoints each of Hugh G. Moulton, J. Kenneth Croney
and Michael J. Dillon as his attorneys-in-fact, each with the power of
substitution, to execute on his behalf the foregoing registration statement on
Form S-8, for filing with the Securities and Exchange Commission ("SEC"), and to
execute any and all amendments to said registration statement, and to do all
such other acts and execute all such other documents which said attorney may
deem necessary or desirable.
Dated this 3rd day of January, 1997.
SIGNED: /s/ JOHN E. STUART
---------------------------------
<PAGE>
Exhibit 24.1
CERTIFICATION
-------------
I, Karin M. Kinney, Secretary of Alco Standard Corporation (the
"Corporation") do hereby certify that the following resolutions were duly passed
by the Board of Directors of the Corporation on November 8, 1996, and that such
resolutions are, as of the date hereof, in full force and effect:
FURTHER RESOLVED, that each of the officers and directors of the
corporation is hereby authorized to appoint attorneys-in-fact on behalf of each
of them, each attorney-in-fact with the power of substitution, to execute on
such officer's or director's behalf, one or more registration statements and
annual reports of the corporation for filing with the Securities and Exchange
Commission ("SEC"), and any and all amendments to said documents which said
attorney may deem necessary or desirable to enable the corporation to register
the offering of (i) serial preferred stock; (ii) common stock; (iii) debt
securities; and/or (iv) participation interests in employee benefit plans under
the federal securities law, and to further enable the corporation to file such
reports as are necessary under Section 13 or 15(d) of the Securities Exchange
Act of 1934 and such other documents as are necessary to comply with all rules,
regulations or requirements of the SEC in respect thereto; and
FURTHER RESOLVED, that any officer of the corporation is hereby authorized
to do and perform, or cause to be done or performed, any and all things and to
execute and deliver any and all agreements, certificates, undertakings,
documents or instruments necessary or appropriate in order to carry out the
purpose and intent of the foregoing resolutions.
IN WITNESS WHEREOF, the undersigned has set her hand this 3rd day of
January, 1997.
/s/ KARIN M. KINNEY
----------------------------
<PAGE>
ALCO STANDARD CORPORATION
RETIREMENT SAVINGS PLAN
<PAGE>
ALCO STANDARD CORPORATION
RETIREMENT SAVINGS PLAN
Table of Contents
-----------------
<TABLE>
<CAPTION>
Article Page
- ------- ----
<S> <C>
Preamble 1
I. Purpose 3
II. Definitions 4
III. Participation 21
IV. Participants' Contributions 23
V. Employer Contributions 28
VI. Participants' Accounts 30
VII. Distribution 32
VIII. Form of Benefit 41
IX. Vesting 57
X. Administration 64
XI. The Fund 71
XII. Amendment or Termination of the Plan 80
XIII. Withdrawals During Employment 82
XIV. Loans from the Plan 89
XV. General Provisions 100
Appendix A: ADP and ACP Tests and
Related Limits on Contributions 104
Appendix B: Limits on Annual Additions 124
Appendix C: Top-Heavy Provisions 131
Appendix D: Determination of Highly
Compensated Employees 141
Appendix E: Use of Qualified Nonelective Con-
tributions and Qualified Matching Contributions 145
</TABLE>
<PAGE>
ALCO STANDARD CORPORATION
RETIREMENT SAVINGS PLAN
WHEREAS, Alco Standard Corporation ("Alco") sponsors and maintains the
Alco Standard Corporation Retirement Savings Plan for the benefit of certain of
its employees; and
WHEREAS, the savings plan has been amended, effective October 1, 1996,
to clarify the plan's rules regarding contributions and to characterize its
Alco Stock Fund as a stock bonus plan; and
WHEREAS, Alco has caused a working copy of the savings plan,
incorporating the amendments, to be created;
NOW, THEREFORE, effective October 1, 1996 (except as otherwise set
forth herein), the Alco Standard Corporation Retirement Savings Plan is
continued as hereinafter set forth.
Background
----------
1. Effective January 1, 1975, the Alco Standard Corporation Stock
Participation Plan was established. The stock participation plan has been
amended from time to time to comply with statutory and regulatory requirements.
2. Effective January 1, 1994, the stock participation plan was
amended and restated to comply with the requirements of the Tax Reform Act of
1986 and the Unemployment Compensation Amendments of 1992.
-1-
<PAGE>
3. Effective October 1, 1995, Alco amended, restated, and renamed the
plan as the Alco Standard Corporation Retirement Savings Plan, and merged the
Alco Standard Corporation Defined Contribution Plan and the Alco Standard
Corporation Capital Accumulation Plan with and into the savings plan.
4. Effective October 1, 1996, the Alco Standard Corporation
Retirement Savings Plan was amended to clarify the plan's rules regarding
contributions and to characterize its Alco Stock Fund as a stock bonus plan
within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).
-2-
<PAGE>
ARTICLE I
PURPOSE
-------
1.1 Alco Standard Corporation, desiring to provide systematically for
the payment of benefits to its employees on account of retirement, death, or
total disability and to permit its employees to share in the product of their
efforts, herewith continues this plan now known as the Alco Standard Corporation
Retirement Savings Plan.
-3-
<PAGE>
ARTICLE II
DEFINITIONS
-----------
Except where otherwise clearly indicated by context, the masculine
shall include the feminine and the singular shall include the plural, and vice-
versa.
2.1 "Accounts" shall mean the separate entries maintained in the
--------
records of the Plan which represent a Participant's interest in the Fund.
(a) "After-Tax Account" shall mean the Account to which are credited
-----------------
after-tax contributions that were held by a Prior Plan, and all earnings and
losses thereon.
This Account is divided into three sub-accounts, which are "Sub-
Account A," "Sub-Account B," and "Sub-Account C." Sub-Account A consists of all
after-tax contributions that were held by (1) the Alco Standard Corporation
Defined Contribution Plan as of September 30, 1995 (other than after-tax
contributions now held in Sub-Account C), or (2) any other plan subject to the
survivor annuity requirements of Sections 401(a)(11) and 417 of the Code, and
merged with and into this Plan on or after October 1, 1995, as in effect on the
day before the merger (other than after-tax contributions now held in Sub-
Account C), and all earnings and losses thereon. Sub-Account B consists of all
after-tax contributions that were held by (1) the Alco Standard Corporation
Stock Participation Plan and the Alco Standard Corpo-
-4-
<PAGE>
ration Capital Accumulation Plan as of September 30, 1995, or (2) any other plan
not subject to the survivor annuity requirements of Sections 401(a)(11) and 417
of the Code and merged with and into this Plan on or after October 1, 1995, as
in effect on the day before the merger, and all earnings and losses thereon.
Sub-Account C consists of all after-tax contributions that (1) were initially
contributed to a money purchase pension plan and later held by the Alco Standard
Corporation Defined Contribution Plan as of September 30, 1995, or (2) were
initially contributed to a money purchase pension plan merged with and into this
Plan on or after October 1, 1995, as in effect on the day before the merger, and
all earnings and losses thereon.
There shall also be separate accounting for this Account to
distinguish between "pre-1987" and "post-1986" after-tax contributions and
earnings thereon. All after-tax contributions made prior to January 1, 1987
shall be considered "pre-1987," with all earnings and losses thereon. All after-
tax contributions made on and after January 1, 1987 shall be considered "post-
1986," with all earnings and losses thereon.
(b) "Before-Tax Account" means the Account to which are credited a
------------------
Participant's before-tax contributions and all earnings and losses thereon.
This Account is divided into two sub-accounts, which are "Sub-Account
A" and "Sub-Account B." Sub-Account A consists of all before-tax contributions
that were held by: (1) the Alco
-5-
<PAGE>
Standard Defined Contribution Plan as of September 30, 1995, or (2) any other
plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417
of the Code and merged with and into this Plan on or after October 1, 1995, as
in effect on the day before the merger, and all earnings and losses thereon.
Sub-Account B consists of all before-tax contributions that: (1) were held by
the Alco Standard Corporation Stock Participation Plan and the Alco Standard
Corporation Capital Accumulation Plan as of September 30, 1995, and all earnings
and losses there on, (2) were held by any other plan not subject to the survivor
annuity requirements of Sections 401(a)(11) and 417 of the Code and merged with
and into this Plan on or after October 1, 1995, as in effect on the day before
the merger, and all earnings and losses thereon, or (3) are contributed to this
Plan on or after October 1, 1995, and all earnings and losses thereon.
(c) "DCP Account" shall mean: (1) the After-Tax Sub-Account A, (2)
-----------
the Before Tax Sub-Account A, (3) the Employer Sub-Account A, (4) the Money
Purchase Plan Account, and (5) the Rollover Sub-Account A.
(d) "Employer Account" shall mean the Account to which employer
----------------
contributions other than money purchase plan contributions are credited and all
earnings and losses thereon.
This Account is divided into three sub-accounts, which are "Sub-
Account A," "Sub-Account B," and "Sub-Account C." "Sub-Account A" consists of
all employer contributions other than
-6-
<PAGE>
money purchase plan contributions that were held by: (1) the Alco Standard
Corporation Defined Contribution Plan as of September 30, 1995, or (2) any other
plan subject to the survivor annuity requirements of Sections 401(a)(11) and 417
of the Code and merged with and into this Plan on or after October 1, 1995, as
in effect on the day before the merger, and all earnings and losses thereon.
"Sub-Account B" consists of all employer contributions other than money purchase
plan contributions that were held by: (1) the Alco Standard Corporation Capital
Accumulation Plan as of September 30, 1995, and all earnings and losses thereon,
or (2) were held by any other plan not subject to the survivor annuity
requirements of Sections 401(a)(11) and 417 of the Code and merged with and into
this Plan on or after October 1, 1995, as in effect on the day before the
merger, and all earnings and losses thereon. "Sub-Account C" consists of all
employer contributions other than money purchase plan contributions that: (1)
were held by the Alco Standard Corporation Stock Participation Plan as of
September 30, 1995, and all earnings and losses thereon, or (2) are contributed
to this Plan on or after October 1, 1995, and all earnings and losses thereon.
(e) "Money Purchase Plan Account" shall mean the Account to which all
---------------------------
money purchase plan contributions made by an employer under a Prior Plan shall
be credited.
-7-
<PAGE>
(f) "QMAC Account" shall mean the Account to which are credited
------------
Qualified Matching Contributions and gains and losses thereon.
(g) "QNEC Account" shall mean the Account to which are credited
------------
Qualified Nonelective Contributions and gains and losses thereon.
(h) "Rollover Account" shall mean the account to which are credited an
----------------
Employee's Rollover Savings and gains and losses thereon.
This Account is divided into two sub-accounts, which are "Sub-Account
A" and "Sub-Account B". "Sub-Account A" consists of: (1) rollover savings held
by the Alco Standard Corpora tion Defined Contribution Plan as of September 30,
1995 and (2) rollover savings subject to the survivor annuity requirements of
Sections 401(a)(11) and 417 of the Code and held by any other plan merged with
and into this Plan on or after October 1, 1995, as in effect on the day before
the merger, and all earnings and losses thereon. "Sub-Account B" consists of:
(1) Rollover Savings made to this Plan on or after October 1, 1995 in
accordance with Section 4.6 and (2) rollover savings not subject to the survivor
annuity requirements of Sections 401(a)(11) and 417 of the Code and held by any
plan merged with and into this Plan on or after October 1, 1995, as in effect on
the day before the merger, and all earnings and losses thereon.
-8-
<PAGE>
2.2 "ACP Test" shall mean the tests described in Section A.5(a) of
--------
Appendix A.
2.3 "Actual Contribution Percentage" shall mean the percentage
------------------------------
described in Section A.5(b) of Appendix A.
2.4 "Actual Deferral Percentage" shall mean the percentage described
--------------------------
in Section A.2(b) of Appendix A.
2.5 "Actuarial Equivalent" shall mean of equal actuarial value,
--------------------
based upon the factors and assumptions utilized by the insurance company from
which the Administrator directs the purchase of any annuity contract for the
purpose of providing benefits under the Plan.
2.6 "Administrator" shall mean the person(s) designated pursuant to
-------------
Section 10.1.
2.7 "ADP Test" shall mean the tests described in Sec tion A.2(a) of
--------
Appendix A.
2.8 "Affiliated Company" shall mean (a) any parent or subsidiary of
------------------
an Employer (or company under common control with an Employer) which is a member
of the same controlled group of corporations (within the meaning of section
1563(a) of the Code) as the Employer; (b) any member of an affiliated service
group, as determined under section 414(m) of the Code, of which an Employer is a
member; (c) any trade or business under common control with an Employer, as
determined under section 414(c) of the Code; and (d) any entity required to be
aggregated with an Employer pursuant to regulations under section 414(o) of the
-9-
<PAGE>
Code. "50% Affiliated Company" shall mean an Affiliated Company, but with the
----------------------
phrase "more than 50%" substituted for the phrase "at least 80%" in section
1563(a) of the Code.
2.9 "Alco" shall mean Alco Standard Corporation, an Ohio
----
corporation.
2.10 "Alco Committee" shall mean the Alco Standard Corporation
--------------
Retirement Plans' Committee or any other committee appointed from time to time
by the Board of Directors to carry out the duties set forth in Section 10.2.
2.11 "Alco Stock" shall mean the common stock of Alco.
----------
2.12 "Basic Contributions" shall mean a Participant's basic before-
-------------------
tax savings as provided in Section 4.1.
2.13 "Board of Directors" shall mean the board of directors of Alco
------------------
or a committee of the board of directors of Alco having authority and
responsibility for employee benefit plan matters.
2.14 "Break in Service" shall mean any Plan Year during which an
----------------
employee incurs a break in service described in Article IX.
2.15 "Cash Equivalents" shall mean cash and/or bank deposits,
----------------
certificates of deposit, U.S. Treasury obligations, commercial paper, and
similar investments.
2.16 "Code" shall mean the Internal Revenue Code of 1986, as amended
----
from time to time.
-10-
<PAGE>
2.17 "Compensation" shall mean, for a given Plan Year, a
------------
Participant's regular salary or wages paid by his Employer, excluding overtime
allowances, bonuses, incentive pay, and other extra pay, but including
commissions and Basic and Supplemental Contributions and any elective
contributions to an Alco plan under sections 125, 402(e)(3), 402(h), and 403(b)
of the Code.
For the Plan Year beginning in 1989, annual Compensation shall not be
more than $200,000, and for the Plan Year beginning in 1994, annual Compensation
shall not be more than $150,000. For the Plan Years beginning in 1990, 1991,
1992, and 1993, and for Plan Years beginning after 1994, the limit on annual
Compensation shall be the amount set by the Internal Revenue Service in
accordance with section 401(a)(17) of the Code. In the case of a Plan Year
beginning after December 31, 1988 which is less than 12 months long, the dollar
limit on Compensation shall be determined by multiplying the annual limit by a
fraction, the numerator of which is the number of full calendar months in the
short Plan Year and the denominator of which is 12.
2.18 "Effective Date" shall mean (except as otherwise set forth
--------------
herein) October 1, 1995, the effective date of this amended and restated Plan.
The Plan was originally effective on January 1, 1975.
2.19 "Eligible Employee" shall mean any Employee who is entitled to
-----------------
contribute Basic and Supplemental Contributions and
-11-
<PAGE>
to have Matching Contributions credited to his Employer Account for all or any
portion of a given Plan Year.
2.20 "Employee" shall mean any permanent employee of an Employer. The
--------
term Employee shall not include (a) any person who is a leased employee, whether
such person is a leased employee within the meaning of section 414(n) of the
Code, or not; or (b) any person covered by a collective bargaining agreement,
unless he is covered by a collective bargaining agreement that specifically
provides for his participation hereunder. An employee is considered "permanent"
if he is expected to complete 500 or more Hours of Service during the Plan Year.
Alco reserves the right to amend the Plan or its Joinder Agreement to
change the class of employees who shall be Employees for purposes of this Plan.
2.21 "Employer" shall mean (a) Alco and (b) each division and
--------
subsidiary of Alco (or division of an Alco subsidiary) which is designated by
the Board of Directors to adopt this Plan by, if applicable, action of its board
of directors and which executes a Joinder Agreement with respect to this Plan.
2.22 "Employer Contributions" shall mean any contributions which may
----------------------
be made to the Plan by Employers other than Money Purchase Plan Contributions.
2.23 "ERISA" shall mean the Employee Retirement Income Security Act
-----
of 1974, as amended from time to time.
-12-
<PAGE>
2.24 "Excess Aggregate Contributions" shall mean the amount described
------------------------------
in Section A.1(a) of Appendix A.
2.25 "Excess Contributions" shall mean the amount described in
--------------------
Section A.1(b) of Appendix A.
2.26 "Excess Deferral" shall mean the amount described in Section
---------------
A.1(c) of Appendix A.
2.27 "Fair Market Value" shall mean value as determined pursuant to
-----------------
guidelines developed by the Trustee, as revised by the Trustee from time to
time.
2.28 "Fund" shall mean the fund established for this Plan,
----
administered under the Trust Agreement, out of which bene fits payable under
this Plan shall be paid.
2.29 "Highly Compensated Employee" shall mean, for any Plan Year
---------------------------
beginning after December 31, 1986, an employee who is found to be a Highly
Compensated Employee within the meaning of Treas. Reg. (S)1.414(q)-1T for that
Plan Year. The determination under Treas. Reg. (S)1.414(q)-1T shall be made in
accordance with Appendix D.
2.30 "Georgia-Pacific Stock" shall mean the common stock of Georgia-
---------------------
Pacific Corporation. "Georgia-Pacific Stock Fund" shall mean the Investment
--------------------------
Fund invested in Georgia-Pacific Stock.
2.31 "Hour of Service" shall mean an hour for which:
---------------
-13-
<PAGE>
(a) an employee is directly or indirectly paid or entitled to payment
by an Employer, a Predecessor Company, or an Affiliated Company for the
performance of employment duties; or
(b) back pay, irrespective of mitigation of damages, is either
awarded or agreed to; or
(c) an employee is directly or indirectly paid or entitled to payment
by an Employer, a Predecessor Company, or an Affiliated Company on account of a
period of time during which no duties are performed due to vacation, holiday,
illness, incapacity (including disability), layoff, jury duty, military duty,
or leave of absence;
(d) an employee is absent from work without pay but receives
Hours of Service under Section 9.2(b); or
(e) an employee is absent from work without pay because of:
(1) leave of absence pursuant to his Employer's established
leave of absence policy;
(2) absence for military service such that reemployment rights
are guaranteed by law, provided that he applies for reemployment within the time
provided by law;
(3) absence due to illness or accident for a period of less than
12 months, provided that he returns to work as soon as he is physically able.
There shall be excluded from Subsections (a), (b), and (c) those
periods during which payments are made or due under a
-14-
<PAGE>
plan maintained solely for the purpose of complying with applicable workers'
compensation, unemployment compensation, or disability insurance laws.
No more than 501 Hours of Service shall be credited under Subsection
(c) or (e), or under Subsections (c) and (e) together, on account of any single
continuous period during which no duties are performed, except to the extent
otherwise provided in this Plan.
Except as otherwise provided in Subsection (e), an Hour of Service
shall not be credited where an employee is being reimbursed solely for medical
or medically related expenses.
Hours of Service shall be credited in accordance with the rules set
forth in U.S. Department of Labor Reg. (S)2530.200b-2(b) and (c).
Hours of Service shall be credited for any individual who is
considered a leased employee for purposes of this Plan under section 414(n) of
the Code.
2.32 "Investment Committee" shall mean the committee appointed by the
--------------------
Board of Directors to select the Plan's Investment Funds and monitor the
performance of such funds.
2.33 "Investment Fund" shall mean any fund, contract, obligation, or
---------------
other mode of investment selected by the Invest ment Committee to which a
Participant may direct the investment of the assets of his Accounts.
-15-
<PAGE>
2.34 "Joinder Agreement" shall mean the instrument by which an
-----------------
Employer joins and becomes a party to the Plan and the Trust Agreement.
2.35 "Limitation Compensation" shall mean, for a given Participant,
-----------------------
for a given period of time, the amount(s) which must be reported in the "wages,
tips, other compensation" box on the Form(s) W-2 provided to the Participant by
the Employers. After December 31, 1997, Limitation Compensation shall be the
sum of (a) the amount(s) which must be reported in the "wages, tips, other
compensation" box on the Form(s) W-2 provided to the Participant by the
Employers and (b) the Participant's elective deferrals under sections 125,
402(e)(3), 402(h)(1)(B), and 403(b) of the Code.
2.36 "Matching Contributions" shall mean the amounts contributed to
----------------------
the Fund by Employers pursuant to Section 5.1 and matching contributions made by
an employer to the Alco Standard Corporation Stock Participation Plan which are
now held by this Plan.
2.37 "Money Purchase Plan Contributions" shall mean the money
---------------------------------
purchase pension plan contributions made by an employer to a Prior Plan.
2.38 "Participant" shall mean any Employee entitled to participate in
-----------
this Plan under Section 3.1, and any Employee or former Employee for whom one or
more Accounts are maintained under the Plan.
-16-
<PAGE>
2.39 "Plan" shall mean the Alco Standard Corporation Retirement
----
Savings Plan, a profit sharing plan, as set forth herein and as hereafter
amended from time to time.
2.40 "Plan Year" shall mean the calendar year (January 1st through
---------
December 31st).
2.41 "Predecessor Company" shall mean each business entity that is a
-------------------
predecessor in interest to an Employer, whether due to merger, consolidation,
asset acquisition, or stock acquisition.
2.42 "Prior Plan" shall mean (a) the Alco Standard Corporation Stock
----------
Participation Plan, as in effect on September 30, 1995; (b) the Alco Standard
Corporation Capital Accumulation Plan, as in effect on September 30, 1995; (c)
the Alco Standard Corporation Defined Corporation Plan, as in effect of
September 30, 1995; or (d) any other plan merged with and into this Plan on or
after October 1, 1995, as in effect on the day before the merger.
2.43 "Qualified Matching Contributions" shall mean amounts which are
--------------------------------
contributed to the Fund by the Employers on behalf of Participants who are not
Highly Compensated Employees; which are allocated on the basis of Basic
Contributions; and which Participants may not elect to receive in cash.
2.44 "Qualified Nonelective Contributions" shall mean amounts which
-----------------------------------
are contributed to the Fund by the Employers on behalf of Eligible Employees who
are not Highly Compensated
-17-
<PAGE>
Employees; which are allocated on the basis of Compensation; and which Eligible
Employees may not elect to receive in cash.
2.45 "Recordkeeper" shall mean the recordkeeper chosen by the Alco
------------
Committee.
2.46 "Retirement Age" shall mean the earlier of (a) the earliest age
--------------
at which a Participant may retire under his Employer's defined benefit pension
plan or (b) age 62. If a Participant does not participate in a defined benefit
pension plan sponsored by his Employer, Retirement Age shall mean age 62.
"Retirement Date" shall mean the date on which a Participant who has attained
- ----------------
Retirement Age terminates his employment with all Employers and Affiliated
Companies.
2.47 "Rollover Savings" shall mean a Participant's savings rolled over
----------------
into the Fund as provided in Section 4.6.
2.48 "Supplemental Contributions" shall mean a Participant's
--------------------------
supplemental before-tax savings as provided in Section 4.1.
2.49 "Spouse" shall mean the person to whom a Participant is married
------
on any date of reference.
2.50 "Stock Fund" shall mean the Investment Fund invested solely in
----------
Alco Stock and Cash Equivalents. The Stock Fund shall be a stock bonus plan
within the meaning of Treas. Reg. (S)1.401-1(b)(1)(iii).
2.51 "Total Disability" shall mean, with respect to a Participant who
----------------
is participating in any long-term disability plan
-18-
<PAGE>
maintained by an Employer, only such disability as renders the Participant
wholly and continuously unable to perform the duties of his occupation during
the entire elimination or waiting period under the long-term disability plan.
Notwithstanding the foregoing, disability resulting from the following
causes shall not constitute Total Disability under this Plan:
(a) service in the Armed Forces or Merchant Marine of the United
States or any other country;
(b) warfare or acts of a public enemy;
(c) willful participation in any criminal act;
(d) intentionally self-inflicted or self-incurred injury; or
(e) use of drugs or narcotics contrary to law.
2.52 "Trust Agreement" shall mean the agreement and declaration of
---------------
trust executed under this Plan.
2.53 "Trustee" shall mean the corporate trustee or one or more
-------
individuals collectively appointed and acting under the Trust Agreement.
2.54 "Valuation Date" shall mean each business day on which the New
--------------
York Stock Exchange is open.
2.55 "Vesting Service" shall mean that portion of an employee's
---------------
employment with all Employers and Affiliated Companies which is used to
determine the employee's vesting status hereunder, as further described in
Article IX.
-19-
<PAGE>
2.56 "Income" shall mean, until January 1, 1998, the sum of an
------
employee's Limitation Compensation and his elective deferrals under sections
125, 402(e)(3), 402(h)(1)(B), and 403(b) of the Code. Beginning on January 1,
1998, when the definition of Limitation Compensation changes to include elective
deferrals (in accordance with an amendment to section 415(c)(3) of the Code), an
employee's Income shall be his Limitation Compensation.
2.57 "Mandatory Benefit Commencement Date" shall mean for any
-----------------------------------
Participant the date described in Section 7.7.
2.58 "Unisource Stock" shall mean the common stock of Unisource
---------------
Worldwide, Inc.
2.59 "Unisource Stock Fund" shall mean the Investment Fund invested
--------------------
solely in Unisource Stock and Cash Equivalents. The Unisource Stock Fund may
not be selected by any Participant as an investment option for new contributions
going into his Accounts on and after January 1, 1997, but shall exist as a
"frozen" Investment Fund.
-20-
<PAGE>
ARTICLE III
PARTICIPATION
-------------
3.1 Date of Participation.
---------------------
(a) Each person who was participating in the Plan immediately
prior to the Effective Date and who is an Employee on the Effective Date shall
be an active Participant hereunder as of the Effective Date.
(b) Each other person who is an Employee shall become an active
Participant as soon as administratively practicable following the date on which
he first becomes an Employee and enrolls in the Plan.
3.2 Privileges of Participation. Once an Employee becomes a
---------------------------
Participant, he may (but is not required to) elect to contribute Basic and
Supplemental Contributions to the Plan in accordance with the provisions of
Article IV.
3.3 Participation After Reemployment. A Participant whose employment
--------------------------------
is terminated and who is later reemployed as an Employee shall resume his
participation in the Plan as soon as administratively practicable following the
date of his reemployment.
3.4 Data. Each Employee shall furnish to the Recordkeeper such data
----
as the Recordkeeper may consider necessary for the determination of the
Employee's rights and benefits under the
-21-
<PAGE>
Plan and shall otherwise cooperate fully with the Recordkeeper in the
administration of the Plan.
-22-
<PAGE>
ARTICLE IV
PARTICIPANTS' CONTRIBUTIONS
---------------------------
4.1 Basic and Supplemental Contributions.
------------------------------------
(a) (1) At the time an Employee becomes a Participant, he may
(but is not required to) elect a percentage to be deducted from his Compensation
as his Basic and Supplemental Contributions. This percentage may be from one
percent (1%) to six percent (6%) of the Participant's Compensation in the case
of Basic Contributions, or an additional one percent (1%) to ten percent (10%)
of the Participant's Compensation, in the case of Supplemental Contributions.
The percentage so elected shall be deemed to be a contribution from the
Participant's Employer and shall be allocated to the Participant's Account.
(2) An election under this Subsection shall be made in
accordance with procedures established by the Administrator who may provide for
elections to be made by telephonic communication with the Recordkeeper. The
effective date of the election shall be the date on which the Employee first
becomes a Participant. In no event shall an election be effective for any
payroll period which begins before the date on which the Employee becomes a
Participant.
(b) An Employee who does not make an election under Subsection
(a) within 60 days of the date on which the Recordkeeper first identifies him as
an Eligible Employee shall
-23-
<PAGE>
be deemed to have elected to participate in the Plan as soon as administratively
practicable following the expiration of the 60-day period. Such Participant
shall be deemed to have elected to contribute two percent (2%) of his
Compensation to the Plan as Basic Contributions. In no event shall a deemed
election be effective for any payroll period which begins before the expiration
of the 60-day period.
(c) Each Participant who makes an election (or is deemed to have
made an election) under this Section shall be deemed to have agreed to the terms
and requirements of the Plan and the Trust Agreement.
(d) Effective January 1, 1987, in any one taxable year, the
amount of Basic and Supplemental Contributions plus any other elective deferrals
(as defined in section 402(g)(3) of the Code) allocated to a Participant's
Accounts under this Plan and all other plans, contracts, and arrangements
maintained by the Employers and Affiliated Companies shall in no event exceed
the dollar limit in effect under section 402(g) of the Code for that taxable
year.
4.2 Change of Contribution Rate.
---------------------------
(a) A Participant may increase the percentage elected under
Section 4.1 to any other percentage permitted under that Section. An increase in
Basic or Supplemental Contributions shall become effective as soon as
administratively practicable
-24-
<PAGE>
following the date on which the Recordkeeper receives notice of the increase.
(b) A Participant may reduce or stop his Basic and Supplemental
Contributions at any time. A reduction or cancellation of Basic and
Supplemental Contributions shall become effective as soon as administratively
practicable following the date on which the Recordkeeper receives notice of the
change.
(c) A Participant who has reduced or stopped his Basic and
Supplemental Contributions may increase or resume his Basic and Supplemental
Contributions by giving the Recordkeeper notice of the change he wishes to make.
Basic and Supplemental Contributions will be increased or will resume as soon as
administratively practicable following the date on which the Recordkeeper
receives notice of the change.
(d) If the individual deferral percentages of Participants who
are Highly Compensated Employees must be reduced as provided in Section A.3(a)
of Appendix A, the Administrator shall advise affected Participants of the
action it is taking.
4.3 Remittance of Contributions. Amounts deducted as Basic and
---------------------------
Supplemental Contributions shall be remitted to the Trustee for deposit in the
Fund as soon as is practicable, but in no event more than 15 business days after
the end of the calendar month in which such contributions were withheld from the
Participant's Compensation.
-25-
<PAGE>
4.4 Actual Deferral Percentage Test. The Plan must satisfy the ADP
-------------------------------
Test set forth in Appendix A as of the last day of each Plan Year that begins
after December 31, 1986.
4.5 Excess Deferrals. In a taxable year beginning after December 31,
----------------
1986 in which a Participant has an Excess Deferral, the Excess Deferral shall be
treated as described in Appendix A.
4.6 Rollover Savings.
----------------
(a) An Employee may roll over into the Fund, from any qualified
retirement plan of a former employer, all or a portion of his interest in such
qualified plan, except that the interest being rolled over may not contain
nondeductible employee contributions.
(b) In addition, an Employee who has established an individual
retirement account to hold distributions received from qualified retirement
plans may roll over all of the assets of such individual retirement account into
the Fund. Such individual retirement account shall not contain nondeductible
employee contributions made by the Employee while he was participating in the
distributing plan(s).
(c) The distribution(s) rolled over from another qualified
retirement plan or from an individual retirement account shall be credited to
the Employee's Rollover Account. If the Employee is not otherwise a Participant
in this Plan, he shall be deemed to be a Participant with respect to his
Rollover
-26-
<PAGE>
Account, but for no other Plan purpose, until he becomes a Participant pursuant
to Section 3.1.
(d) The Trustee shall not accept a distribution from any other
qualified retirement plan or from an individual retirement account unless (1)
the distribution being rolled over comes directly from the fiduciary of the
distributing plan, or comes from the Employee, within 60 days after the Employee
receives a distribution from such other qualified retirement plan or from the
individual retirement account; and (2) the distribution being rolled over will
not cause the Plan to be a direct or indirect transferee of a plan to which the
survivor annuity requirements of sections 401(a)(11) and 417 of the Code apply
unless such amounts are "separately accounted" in accordance with Section 6.6.
4.7 Other Rollovers and Transfers Not Accepted. Except as
------------------------------------------
specifically provided in Section 4.6, no Employee shall be permitted to roll
over or transfer funds to the Plan from an individual retirement account or
individual retirement annuity, from another qualified retirement plan or trust,
or from an annuity plan.
-27-
<PAGE>
ARTICLE V
EMPLOYER CONTRIBUTIONS
----------------------
5.1 Matching Contributions.
----------------------
(a) Each Employer shall contribute to the Fund as Matching
Contributions an amount which is equal to two-thirds (2/3) of the Basic
Contributions of each Participant. Matching Contributions shall be allocated to
the Sub-Account C of the Employer Account of each Participant for whom such
contributions are made.
(b) Notwithstanding Subsection (a), at the end of each Plan
Year, additional Matching Contributions shall be made in the discretion of the
Employer, as required, to provide each Participant with an annualized Matching
Contribution which is based on the Participant's Basic Contributions for such
Plan Year.
(c) The amount contributed as Matching Contributions under
Subsections (a) and (b) for a given Participant for a given Plan Year shall in
no event exceed two-thirds (2/3) of the lesser of (1) the Basic Contributions of
the Participant for that Plan Year, minus any amounts required to be distributed
under Section A.4 of Appendix A, or (2) the dollar limit described in Section
4.1(d) which is applicable for that Plan Year.
5.2 Qualified Non-Elective Contributions and Qualified Matching
-----------------------------------------------------------
Contributions. To the extent provided in Appendix E,
- -------------
-28-
<PAGE>
the Employer may make Qualified Non-Elective Contributions and Qualified
Matching Contributions to the Plan.
5.3 Maximum Amount. For any Plan Year, the total of Matching
--------------
Contributions, Qualified Nonelective Contributions and Qualified Matching
Contributions shall not exceed the maximum amount which will constitute an
allowable current deduction under the applicable provisions of the Code. All
Matching Contributions, Qualified Nonelective Contributions and Qualified
Matching Contributions are expressly conditioned upon their deductibility for
federal income tax purposes.
5.4 Remittance of Contributions. Matching Contributions, Qualified
---------------------------
Nonelective Contributions and Qualified Matching Contributions shall be remitted
to the Trustee as soon as is practicable, and in no event later than the end of
the period within which they may be paid and deducted for federal income tax
purposes for the Plan Year for which they are contributed.
5.5 Actual Contribution Percentage Test. The Plan must satisfy the
-----------------------------------
ACP Test set forth in Appendix A as of the last day of each Plan Year that
begins after December 31, 1986.
-29-
<PAGE>
ARTICLE VI
PARTICIPANTS' ACCOUNTS
----------------------
6.1 Accounts. All contributions and earnings thereon may be held in
--------
one commingled trust for the benefit of all Participants. However, in order
that the interest of each Participant may be accurately determined and
computed, separate Accounts and Sub-Accounts shall be maintained for each
Participant, as set forth in Section 2.1. These Accounts shall represent the
Participant's individual interest in the trust.
6.2 Apportionment of Gain or Loss. The value of each Investment
-----------------------------
Fund, as computed pursuant to Section 11.7, shall be compared with the value of
such Investment Fund as of the preceding Valuation Date. Any difference in the
value, not including contributions made since the preceding Valuation Date,
shall be the net gain or loss of such Investment Fund. The net gain or loss
shall be ratably apportioned by the Recordkeeper on its books among the
Participants' Accounts which are invested in such Investment Fund at the current
Valuation Date.
6.3 Accounting for Allocations. The Administrator shall establish or
--------------------------
provide for the establishment of accounting procedures for the purpose of making
the allocations, valuations, and adjustments to Participants' Accounts provided
for in this Article. From time to time such procedures may be modified for the
purpose of achieving equitable and nondiscriminatory alloca-
-30-
<PAGE>
tions among the Accounts of Participants in accordance with the general concepts
of the Plan and the provisions of this Article.
6.4 Maximum Allocation. A Participant's Annual Additions (as defined
------------------
in Appendix B) shall in no event exceed the limits set forth in Appendix B.
6.5 Multiple Use Test. The Plan must satisfy the test set forth in
-----------------
Section A.8 of Appendix A for each Plan Year that begins after December 31,
1988.
6.6 Separate Accounting for DCP Participants' Account. For each
-------------------------------------------------
Participant who has a DCP Account, all his Accounts shall be separately
accounted from the Accounts of other Participants under this Plan in accordance
with Treas. Reg. (S)1.401(a)-20, Q&A 5.
6.7 Military Service.
----------------
Notwithstanding any provision of this plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with (S)414(u) of the Internal Revenue
Code.
Loan repayments will be suspended under this plan as permitted under
(S)414(u)(4) of the Internal Revenue Code.
-31-
<PAGE>
ARTICLE VII
DISTRIBUTION
------------
7.1 General. The interest of each Participant in the Fund shall be
-------
distributed in the manner, in the amount, and at the time provided in this
Article, except as provided in Article VI and except in the event of the
termination of the Plan.
7.2 Retirement.
----------
(a) A Participant who is employed by an Employer or an Affiliated
Company when he attains Retirement Age shall immediately become fully vested in
his Employer Account and shall have the right to receive retirement benefits as
soon as he actually retires.
(b) If a Participant is no longer employed by an Employer or an
Affiliated Company when he attains Retirement Age, the vested portion of his
Accounts, valued in accordance with Section 11.8, shall be distributed in
accordance with the provisions of this Article and Article VIII. However, if
the value of the vested portion of the Participant's Accounts is at least
$3,500, no distribution shall be made until (1) the Participant consents in
writing to the distribution, or (2) he attains age 62, or (3) he dies, whichever
is earliest.
7.3 Late Retirement. A Participant who remains in the employ of an
---------------
Employer beyond Retirement Age shall participate in the Plan on the same basis
as other Participants. In general,
-32-
<PAGE>
the Participant's Accounts, valued in accordance with Section 11.8, shall be
distributed in accordance with the provisions of this Article and Article VIII
when the Participant actually retires. However, if the Participant is affected
by the distribution rule for five-percent (5%) owners (set forth in Section
7.7(c)) and is still employed by an Employer or an Affiliated Company when he
reaches his Mandatory Benefit Commencement Date, he shall receive benefits in
accordance with Section 8.4.
7.4 Permanent Shutdown.
------------------
(a) A Participant whose employment with an Employer or an
Affiliated Company is terminated because of a "permanent shutdown" (as defined
in Subsection (b)) shall immediately become fully vested in his Accounts and
shall then be entitled to a distribution of his Accounts. However, if the value
of the Participant's Accounts is at least $3,500, his Accounts shall not be
distributed until the earlier of: (a) his consent in writing to the
distribution, or (b) his attainment of age 62, or (c) his death.
(b) For the purposes of this Section, the following definitions
shall apply:
(1) A "permanent shutdown" shall be:
(A) the sale or other disposition of a facility or
department by an Employer or an Affiliated Company;
(B) the sale or other disposition of the Employer of
which a facility or department is a part;
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(C) the closing of a facility or department, including
the cessation of the functions thereof, without any intention on the part of the
Employer or Affiliated Company to reopen the facility or reconstitute the
department or reassign the functions thereof; or
(D) other events or circumstances that are determined by
the Administrator, in a nondiscriminatory manner, to constitute a complete and
final cessation of the activities and functions of a facility or department.
(2) A "facility" shall include any building, plant,
warehouse, office, or other separately identifiable physical structure leased or
owned by an Employer or an Affiliated Company.
(3) A "department" shall include a profit center or other
smaller operating unit, division, or business segment of an Employer or an
Affiliated Company which has separate and clearly recognizable
responsibilities, functions, or reporting obligations, as evidenced by the
organizational structure of the Employer or Affiliated Company.
7.5 Death.
-----
(a) (1) A death benefit shall be payable if a Participant dies
(A) while he is employed by an Employer or an Affiliated Company or (B) after he
has terminated his employment with all Employers and Affiliated Companies but
before distribution of his Accounts has begun. In either case, the Partici-
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pant's Accounts, valued in accordance with Section 11.8, shall be distributed to
the Participant's Spouse or designated beneficiary in accordance with Section
8.5.
(2) As provided in Section 9.1, a Participant who is
employed by an Employer or an Affiliated Company when he dies shall immediately
become fully vested in his Employer Account.
(b) Upon the death of a Participant after the commencement of his
benefits in annuity or installment form (in accordance with Section 8.1(b) or
8.2(a)(2), (a)(3), (a)(4), or (a)(5)), the Participant's beneficiary generally
shall be entitled to receive only the amount (if any) payable under the form of
benefit in effect or under the annuity contract which has been distributed to
provide the Participant's benefits, and no other death benefits shall be payable
from the Plan. However, if benefits were being paid to the Participant directly
from the Fund, the Participant's beneficiary may elect to have the remaining
annuity or installment payments converted to one single-sum payment.
(c) Upon the death of a former Participant after the distribution
of his benefits in a single sum payment in accordance with Section 8.1(a) or
8.2(a)(1), no death benefits shall be payable from the Plan.
(d) In no event shall distribution of a benefit payable under
this Section commence more than one year after the
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death of the Participant, except in the case of a Participant's Spouse. The
Participant's Spouse may defer the commencement of benefits to no later than the
date on which the Participant would have reached age 62.
(e) In determining the amount of the benefit payable under this
Section, the deceased Participant's Accounts shall first be reduced by any
security held by the Plan by reason of a loan taken by the Participant, to the
extent there is outstanding principal and interest.
7.6 Total Disability.
----------------
(a) If a Participant suffers a Total Disability prior to his
retirement and his employment is terminated because of such Total Disability,
his Accounts, valued in accordance with Section 11.7, shall be paid to him or
applied for his benefit in accordance with the provisions of this Article
following the determination of his Total Disability. However, if the value of
the Participant's Accounts is at least $3,500, his Accounts shall not be
distributed until the earlier of: (1) his consent in writing to the
distribution, or (2) his attainment of age 62, or (3) his death.
(b) Total Disability shall be determined by the Administrator,
which may consult with a medical examiner selected by it. The medical examiner
shall have the right to make such physical examinations and other investigations
as may be reasonably required to determine Total Disability.
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7.7 Timing of Distribution.
----------------------
(a) In general, a Participant entitled to receive a benefit under
this Article shall commence to receive his benefit as soon as administratively
practicable. However, in accordance with applicable law, a benefit shall be
paid or shall commence before a Participant reaches Retirement Age only if the
Participant consents in writing to receive his benefit before Retirement Age.
The Participant's consent shall be valid only if it is given within 90 days
before his benefit commencement date. Such consent shall be given on a form
provided by the Committee.
(b) Distribution of a Participant's benefit under this Plan shall
be made or shall commence by his Mandatory Benefit Commencement Date. Unless
Subsection (c) applies, the Mandatory Benefit Commencement Date shall be the
April 1st that follows the later of:
(1) the end of the calendar year in which the Participant
attains age 70 1/2, or
(2) the end of the calendar year in which the Participant's
employment with all Employers and Affiliated Companies terminates.
(c) Subsection (b) shall not apply in the case of a Participant
who is a five-percent (5%) owner (as defined in section 416(i)(1)(B) of the
Code) during the Plan Year in which he attains age 70 1/2. Such a Participant's
Mandatory Benefit Commencement Date shall be the April 1st that follows the end
of the
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calendar year in which he attains age 70 1/2, even if he is still working on
that date.
(d) If a Participant is affected by the distribution rule for
five-percent (5%) owners set forth in Subsection (c) and is still employed by an
Employer or an Affiliated Company when he reaches his Mandatory Benefit
Commencement Date, he shall receive benefits in accordance with Section [___.]
8.5. Once distribution to a five-percent (5%) owner has commenced, distribution
shall continue even if the Participant ceases to be a five-percent (5%) owner.
(e) As provided in Section [___,] 8.5(b), any distribution which
commenced before a Participant's termination of employment, in accordance with
the provisions of the Plan and applicable law as in effect before January 1,
1997, shall continue uninterrupted and shall not be affected by the provisions
of this Section.
(f) Assuming that he has made proper application for his benefit,
a Participant shall begin to receive his benefit no later than the later to
occur of:
(1) the 60th day after the end of the Plan Year in which the
Participant attains age 62, or
(2) the 60th day after the end of the Plan Year in which the
Participant's employment with all Employers and Affiliated Companies terminates.
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(g) This Section shall be construed to comply with the provisions
of section 401(a)(9) of the Code and the regulations thereunder. Such provisions
shall override any distribution options in the Plan which are inconsistent with
section 401(a)(9) of the Code.
7.8 Claims for Benefits. Distribution of a Participant's Accounts
-------------------
shall commence when the Participant initiates proper application for same with
the Recordkeeper and completes and submits any written forms requested by the
Recordkeeper or Administrator. In the event that a Participant fails to apply
for payment of his Accounts by his Retirement Date or by the date on which his
employment terminates, if later, the Administrator and/or Recordkeeper shall
make diligent efforts to locate such Participant. Except as provided in Section
7.9, neither the Administrator nor the Recordkeeper shall be under any
obligation to make payments at any time for the period during which all or any
portion of a Participant's Accounts would have been payable if the Participant
had made timely application for distribution.
7.9 Mailing Address. Benefit payments and notifications hereunder
---------------
shall be deemed made when mailed to the last address furnished to the
Recordkeeper.
7.10 Election to Defer Distribution.
------------------------------
(a) A Participant who is entitled to a distribution of his
Accounts before he attains the later of age 62 or Retirement Age has the right
to elect to defer his distribution.
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Not less than 30 days nor more than 90 days before the date on which his
Accounts would otherwise be distributed, the Participant shall receive from the
Recordkeeper an election form explaining this right. The Participant may elect
to defer his distribution to age 62.
(b) A Spouse who is entitled to a death benefit may also elect to
defer a distribution to the date on which the Participant would have attained
age 62 in accordance with Section 7.5(d).
(c) A non-spouse beneficiary who is entitled to a death benefit,
payable in annuity or installment form in accordance with Section 8.1(b) or
8.2(a)(3)-(5), may not elect to defer a distribution to a date beyond the
required commencement date for non-spouse beneficiaries set forth in Section
7.5(d).
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ARTICLE VIII
FORM OF BENEFIT
---------------
8.1 Normal Form of Benefit.
----------------------
(a) The normal form of benefit for all Participants shall be a
single sum distribution.
(b) Notwithstanding Subsection (a), for each Participant who has
a DCP Account, all his Accounts shall be separately accounted for in accordance
with Section 6.6 and the normal form of benefit for all his Accounts shall be
determined under this Subsection (b).
(1) If the Participant is married, then his normal form of
benefit shall be a joint and survivor annuity that is an annuity for the life of
the Participant with monthly installments payable after the death of the
Participant to such Participant's Spouse, if then living, for the life of such
Spouse, in an amount equal to fifty percent (50%) of the monthly benefit paid to
the Participant during his lifetime. Such joint and survivor annuity shall be
the Actuarial Equivalent of a single life annuity for the life of the
Participant and shall also be the Actuarial Equivalent of the Participant's
Account balances.
(2) If the Participant is unmarried, then his normal form of
benefit shall be a single life annuity with equal monthly installments payable
to the Participant for his
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lifetime. Such annuity shall be the Actuarial Equivalent of the Participant's
Account balances.
8.2 Optional Forms of Benefit.
-------------------------
(a) In lieu of the normal form of benefit described in Section
8.1, a Participant may elect, subject to the rules of Subsection (c) and Section
8.3, one of the following optional forms of benefit:
(1) a single sum payment; or
(2) a single life annuity, with equal monthly installments
payable to the Participant for his lifetime; or
(3) a period certain and life annuity, with equal monthly
installments payable to the Participant for his lifetime, and with 60, 120 or
180 monthly payments guaranteed; provided, however, that a Participant may not
elect this form of benefit if the period certain would at any time exceed the
maximum period given in Treas. Reg. (S)1.401(a)(9)-2; or
(4) a joint and survivor annuity with the Participant's
designated beneficiary, payable in monthly installments to the Participant for
his lifetime and with fifty percent (50%) or one hundred percent (100%) of the
amount of such monthly installment payable after the death of the Participant to
his designated beneficiary, if then living, for the life of the beneficiary.
Notwithstanding the foregoing, if the beneficiary named by the Participant is a
person other than the Participant's
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Spouse, the percentage payable to such beneficiary under the joint and survivor
annuity may not at any time exceed the applicable percentage given in Treas.
Reg. (S)1.401(a)(9)-2; or
(5) approximately equal monthly, quarterly, semiannual, or
annual installments over a period not to exceed the life expectancy of the
Participant or the joint life expectancies of the Participant and his
designated beneficiary (with such life expectancy or expectancies to be
determined on the basis of assumptions selected by the Administrator in
accordance with applicable regulations under the Code). The amount of each
installment may fluctuate on account of an increase or decrease in the value of
the Participant's Accounts (determined in accordance with Section 11.7).
(b) Any optional form of benefit shall be the Actuarial
Equivalent of a single life annuity for the life of the Participant and shall
also be the Actuarial Equivalent of the Participant's Accounts.
(c) Notwithstanding subsection (a), a Participant who wishes to
elect a life annuity as the form of benefit must obtain spousal consent pursuant
to the requirements of Section 8.3.
(d) A retired or terminated Participant shall elect his form of
distribution in accordance with the procedure set forth in Section 8.3. In the
event that a retired or terminated Participant fails to make a valid election
under this
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Article, his Accounts shall be distributed to him in his normal form of benefit.
(e) Beginning on January 1, 1993, a Participant shall have the
right to elect a direct rollover in accordance with Section 8.9 if he is to
receive an "eligible rollover distribution" (as defined in Section 8.9(c)).
8.3 Rules for Election of Optional Form of Benefit.
----------------------------------------------
(a) (1) Not more than 90 days nor less than 30 days before his
benefits are to commence, a Participant shall receive from the Administrator or
Recordkeeper benefit election materials that explain the options available to
him.
(2) If the Participant has a DCP Account, the benefit
election materials provided to him shall include a written explanation of:
(A) the terms and conditions of his normal form of
benefit;
(B) the Participant's right to elect an optional form of
benefit and the effect of electing not to receive his normal form of benefit;
(C) the rights of the Participant's spouse with respect
to any election of an optional form of benefit; and
(D) the Participant's right to revoke an election to
receive an optional form of benefit and the effect of such a revocation.
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(b) The date on which the Participant receives the benefit
election materials described in Subsection (a) marks the beginning of the
Participant's benefit election period. The benefit election period shall run for
at least 30 days but not more than 90 days, except as otherwise provided in
Subsection (f).
(c) The Participant may elect an optional form of benefit at
any time during his benefit election period by filing written notice with the
Recordkeeper in the form and manner prescribed by the Recordkeeper.
(d) If a married Participant has a DCP Account, his election
of an optional form of benefit shall be given effect only if his Spouse consents
to the election in the form and manner described in Section 8.3A (unless Section
8.3A provides an exception to this rule).
(e) The Participant shall have the right to revoke his
election of an optional form of benefit. A revocation may be made at any time
(and any number of times) during the Participant's benefit election period and
may be made without the consent of the Participant's Spouse.
(f) In general, the benefit election period must run for at
least 30 days before any distribution may be made. However, distribution may be
made or may commence at any time that is more than seven days after the
Participant has received the benefit election materials described in Subsection
(a), if
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the Participant elects (with spousal consent, if applicable) to waive his right
to a 30-day benefit election period.
(g) A Participant's "annuity starting date" (as defined in
Treas. Reg. (S)1.401(a)-20, Q&A-10) must be after the date on which the benefit
election materials described in Sub section (a) are provided to the Participant,
but may be before the date on which the Participant elects an optional form of
benefit and may also be before the Participant's actual benefit commencement
date.
(h) In the event of the death of a Participant's designated
beneficiary prior to the Participant's benefit commencement date, but after an
election of a joint and survivor annuity has been made hereunder, the election
shall be automatically revoked.
(i) The rules for electing an optional form of benefit shall
be applied in a uniform and nondiscriminatory manner.
8.3A Spousal Consent.
---------------
(a) A married Participant who has a DCP Account may elect to
receive an optional form of benefit only if:
(1) the Spouse consents in writing not to receive the normal
form of benefit and, if applicable, consents in writing to the specific
beneficiary designated by the Participant pursuant to his election;
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(2) the Spouse's consent acknowledges its own effect; and
(3) the Spouse's consent is witnessed by a notary public.
(b) A married Participant who has a DCP Account may elect to
waive his right to a 30-day benefit election period only if his Spouse consents
in the form and manner described in Subsection (a).
(c) Except as specifically provided to the contrary in this
Plan, a married Participant who has a DCP Account may not change his form of
benefit and/or beneficiary without the consent of his Spouse, unless the
original consent of the Spouse expressly permits the Participant to make changes
without further spousal consent.
(d) A Participant with a DCP Account is not required to comply
with the spousal consent rules if he establishes to the satisfaction of a Plan
representative either that he has no Spouse or that his Spouse cannot be
located, or if he is legally separated or has been abandoned (within the meaning
of local law) and has a court order to that effect.
(e) A Participant with a DCP Account is not required to obtain
his Spouse's consent to the optional form of benefit he is electing if that form
of benefit is a joint and 100% survivor annuity with the Participant's Spouse as
the joint annuitant.
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8.4 Benefits Payable to Five-Percent (5%) Owners.
--------------------------------------------
(a) If a Participant is affected by the distribution rule
for five-percent (5%) owners set forth in Section 7.7(c) and is still employed
by an Employer or an Affiliated Company when he reaches his Mandatory Benefit
Commencement Date, he shall begin to receive benefits in accordance with the
minimum distribution rules of section 401(a)(9) of the Code. When he actually
retires, the balance remaining in his Accounts shall be distributed to him in
the normal form described in Section 8.1 or in the optional form he elects under
Section 8.2.
(b) If distribution to a Participant who is not a five-
percent (5%) owner commenced before the Participant terminated his employment
with all Employers and Affiliated Companies, in accordance with the provisions
of the Plan and applicable law as in effect before January 1, 1997, distribution
shall not be affected by the provisions of this Section, but shall continue
uninterrupted.
(c) For the purpose of making a distribution required under
section 401(a)(9) of the Code to a Participant who is still employed, the
Participant's Accounts shall be valued as follows:
(1) The amount to be distributed on the Mandatory
Benefit Commencement Date shall be based on the value of the Participant's
Accounts as of the last Valuation Date in
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the second calendar year preceding the calendar year in which the Mandatory
Benefit Commencement Date occurs.
(2) The amount to be distributed by the end of the calendar
year which contains the Mandatory Benefit Commencement Date shall be based on
(A) the value of the Participant's Accounts as of the last Valuation Date in
the calendar year preceding the calendar year which contains the Mandatory
Benefit Commencement Date, reduced by (B) the amount distributed on the
Mandatory Benefit Commencement Date.
(3) The amount to be distributed by the end of each calendar
year after the calendar year which contains the Mandatory Benefit Commencement
Date, for so long as the Participant continues his employment, shall be based
on the value of the Participant's Accounts as of the last Valuation Date in the
pre ceding calendar year, not including the distribution for the preceding
calendar year.
(4) The value of the Participant's Accounts determined under
paragraph (1), (2), or (3) shall be increased by the additional contributions,
if any, which are allocated to the Accounts after the relevant Valuation Date,
but as of dates that fall within the calendar year containing the relevant
Valuation Date.
(d) This Section shall be construed to comply with the provisions
of section 401(a)(9) of the Code and the regulations thereunder.
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8.5 Death Benefits.
--------------
(a) Except as provided in Subsection (b) or in the case of a
Participant who elects an optional form of benefit under Section 8.2(a)(3)-(5),
death benefits shall be paid to the Participant's designated beneficiary in the
form of a single sum payment that is equal to the balance of the deceased
Participant's Accounts. In no event shall distribution of a benefit payable
under this Subsection occur more than one year after the death of the
Participant, except as provided in Section 7.10.
(b) In the case of a married Participant who is described in
Section 8.1(b), death benefits shall be paid to the Participant's Spouse in the
form of an annuity for the life of the Spouse that is the Actuarial Equivalent
of the balance of the deceased Participant's Accounts, or, if the Participant's
Spouse elects, in a single sum. Such benefit shall commence (1) on the first day
of any month when the Participant could have elected to receive immediate
retirement benefits, but not later than the date that the Participant would have
attained age 62, as elected in writing by the surviving Spouse; or (2) if the
Participant dies on or after his Retirement Date, on the first day of the month
following the month in which he dies.
(c) Notwithstanding Subsection (b), a married Participant who is
described in Section 8.1(b) may elect, during the period beginning on the first
day of the Plan Year in which he attains age 35 and ending on the date of his
death, to have
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death benefits be payable to a beneficiary other than his Spouse and/or to have
death benefits be payable in a single sum, provided that:
(1) the Participant's Spouse consents in writing to the
single sum form of death benefit and (if applicable) the specific alternate
beneficiary designated by the Participant pursuant to his election;
(2) the Spouse's consent acknowledges its own effect; and
(3) the Spouse's consent is witnessed by a notary public.
(d) Except as specifically provided to the contrary in this Plan,
a married Participant who is described in Section 8.1(b) may not change his
beneficiary or the form of death benefit he has elected without the consent of
his Spouse, unless the original consent of the Spouse expressly permits the
Participant to make changes without further consent of the Spouse, or unless the
Participant's change is to name his Spouse as his beneficiary and to specify a
life annuity as the form of death benefit.
(e) A married Participant who is described in Section 8.1(b) is
not required to comply with the consent requirement of Subsection (c) if he
establishes to the satisfaction of a Plan representative that his Spouse cannot
be located, or if
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he is legally separated or has been abandoned (within the meaning of local law)
and has a court order to that effect.
(f) (1) Death benefits payable pursuant to an election made in
accordance with Subsection (c) shall be paid in a single sum to the beneficiary
named by the Participant. In no event shall distribution of a benefit payable
under this Subsection occur more than one year after the death of the married
Participant, except in the case of a Participant's spouse. The Participant's
Spouse may defer the commencement of benefits to no later than the date on which
the Participant would have reached age 62.
(2) Beginning on January 1, 1993, a beneficiary who is a
surviving Spouse shall have the right to elect a direct rollover in accordance
with Section 8.9 if he is to receive an "eligible rollover distribution" (as
defined in Section 8.9(c)).
8.6 Beneficiary Designation.
-----------------------
(a) Provided that he obtains any spousal consent that may be
required, a Participant may at any time designate or change the beneficiary or
beneficiaries who shall receive benefits after his death. A designation or
change of designation shall be made by executing and filing with the
Administrator a form provided by the Administrator for that purpose.
(b) Notwithstanding Subsection (a), the designation of a
beneficiary under a joint and survivor annuity shall be
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fixed and may not be changed on or after the date on which benefit payments
commence.
(c) No designation, revocation, or change of beneficiaries shall
be valid and effective unless and until filed with the Administrator. If no
designation is made, or if all of the beneficiaries named in his designation
predecease the Participant or cannot be located by the Administrator, the
interest, if any, of the deceased Participant shall be paid to the Participant's
surviving Spouse or, if none, to the Participant's estate.
8.7 Information to Participants. The Recordkeeper shall supply to
---------------------------
each Participant who is described in Section 8.1(b) written information relating
to the terms and conditions of the pre-retirement surviving Spouse annuity and
the joint and survivor annuity form of benefit; the rules relating to the
election of optional forms of benefit for married Participants and the
revocation of such elections; and the rights of the Participant's Spouse with
respect to all such benefits.
(a) The information relating to the pre-retirement surviving
Spouse annuity shall be provided:
(1) once during the Plan Year in which the Participant
attains age 32, 33, or 34, or, if later, within a reasonable period of time
after the Participant first begins to participate in the Plan;
(2) in the case of a Participant who terminates his
employment before attaining age 35 and before receiv-
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ing such written information, within a reasonable period of time after the
Participant's termination of employment; and
(3) in the case of a Participant to whom the pre-retirement
surviving Spouse benefit has not previously applied, within a reasonable period
of time after such benefit first applies to the Participant.
(b) The information relating to the joint and survivor annuity
form of benefit shall be provided within a reasonable period of time before the
Participant's benefit commencement date.
8.8 Cash-Outs of Small Accounts.
---------------------------
(a) If a Participant's vested interest in his Accounts, valued
in accordance with Section 11.7 as of the date on which he terminates
employment, is less than $3,500, such Accounts shall be distributed in a single
sum payment without the recipient's consent. Beginning on January 1, 1993, a
recipient who is a Participant or a Participant's surviving Spouse shall have
the right to elect a direct rollover in accordance with Section 8.9 if he is to
receive an "eligible rollover distribution" (as defined in Section 8.9(c)).
(b) In no event shall a distribution be made under this Section
after (1) the first day of the first period for which an amount is payable as an
annuity or (2) in the case of a benefit not payable in annuity form, the first
day on which all events have occurred which entitle the Participant to receive
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his benefit in a form other than an immediate single sum payment, unless the
Participant and his Spouse, (if applicable) (or, if the Participant has died,
his surviving Spouse) consent(s) in writing to receive an immediate single sum
payment. Such consent shall be made in a form and manner similar to that
described in Section 8.3(b).
8.9 Direct Rollover Option.
----------------------
(a) Beginning on January 1, 1993, a Participant or a
Participant's surviving Spouse or an alternate payee under a qualified domestic
relations order (as defined in section 414(p) of the Code) who is to receive an
"eligible rollover distribution" (as defined in Subsection (c)) may elect to
have the amount of such distribution transferred directly in a direct rollover
to an "eligible retirement plan" (as defined in Subsection (d)).
(b) If a Participant or surviving Spouse or alternate payee is
to receive an eligible rollover distribution of more than $500, he may choose to
have part of the distribution transferred directly in a direct rollover to an
eligible retirement plan and to have the remainder paid to him. The amount
which is to be transferred must be at least $500.
(c) (1) For the purpose of this Section, an "eligible rollover
distribution" shall mean a distribution from the Plan that is a single sum
payment or one of the payments in a series of installment payments made at least
annually over a period of less than 10 years. The dollar amount of an eligible
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rollover distribution shall not include the portion of such distribution that
is a required minimum distribution under section 401(a)(9) of the Code or the
portion of such distribution that consists of Voluntary or Required
Contributions, but shall include earnings on such contributions.
(2) No amount that is distributed to a Highly Compensated
Employee to prevent a violation of the ACP Test or the ADP Test shall be an
eligible rollover distribution. Similarly, no amount that is distributed to
prevent a violation of the dollar limit on employee before-tax contributions
under section 402(g) of the Code shall be an eligible rollover distribution.
(d) For the purpose of this Section, an "eligible retirement
plan" shall mean:
(1) in the case of a Participant or an alternate payee,
one of the following: an individual retirement account or an individual
retirement annuity, a qualified trust if it is part of a defined contribution
plan, or an annuity plan described in section 403(a) of the Code;
(2) in the case of a Participant's surviving Spouse, an
individual retirement account or an individual retirement annuity.
(e) (1) Within a reasonable period of time before an eligible
rollover distribution is to be made, the Recordkeeper shall provide to the
Participant or surviving Spouse
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or alternate payee an explanation of his right to elect a direct rollover and
the federal tax withholding consequences to him if he does not elect a direct
rollover.
(2) A Participant or surviving Spouse or alternate payee
who elects a direct rollover must provide all information that may be required
to complete the direct rollover.
(3) A Participant or surviving Spouse or alternate payee
who is entitled to elect a direct rollover with respect to all or any portion of
a distribution from the Plan but who does not make any election shall be deemed
to have rejected the direct rollover option.
8.10 Payment of Stock. Distribution of benefits shall normally be
----------------
made in cash. However, a Participant who has elected to receive a single-sum
payment may request, in the manner and at the time prescribed by the
Recordkeeper:
(a) to receive his interest in the Stock Fund in the form of
whole shares of Alco Stock, with cash for fractional shares, and/or
(b) to receive his interest in the Unisource Stock Fund in the
form of whole shares of Unisource Stock, with cash for fractional shares.
8.11 Payment of Georgia-Pacific Stock. Distribution shall normally
--------------------------------
be made in cash. However, a Participant who has elected to receive a single-sum
payment may request, in the manner and at the time prescribed by the
Recordkeeper, to receive
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<PAGE>
his interest in the Georgia-Pacific Stock Fund in the form of whole shares of
stock, with cash for fractional shares.
8.12 Annuity Contracts. At the direction of the Administrator,
-----------------
benefits payable in annuity form may be provided by an annuity contract
purchased from an insurance company. The terms of such annuity contract shall
prohibit the cash surrender of the annuity contract and shall make the payments
due under the annuity contract nonassignable. The distribution of such annuity
contract shall be in complete discharge of the Plan's liability to the
Participant accepting the annuity contract.
-58-
<PAGE>
ARTICLE IX
VESTING
-------
9.1 Nonforfeitable Amounts.
----------------------
(a) A Participant who is employed by an Employer or an
Affiliated Company when he attains Retirement Age, suffers a Total Disability,
or dies shall immediately become fully vested in his Employer Account, to the
extent that he is not already fully vested in his Employer Account in accordance
with the following Subsections.
(b) Except as provided in the following Subsections, a
Participant shall be vested in his Employer Account in accordance with the
following schedule:
<TABLE>
<CAPTION>
Years of
Vesting Service Percent Vested
--------------- --------------
<S> <C>
less than 2 years 0 percent
2 years 25 percent
3 years 50 percent
4 years 75 percent
5 years 100 percent
</TABLE>
(c) A Participant who has at least one Hour of Service on or
after January 1, 1989 and who also has at least one Hour of Service before
January 1, 1989 shall be vested in his Employer Account in accordance with the
vesting schedule set forth in the Plan as in existence on December 31, 1988
unless and until the vesting schedule set forth in Subsection (b) provides more
rapid vesting for such Participant.
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<PAGE>
(d) A Participant who has at least one Hour of Service on or
after October 1, 1995 and who also has at least three years of Vesting Service
as of September 30, 1995 under a Prior Plan may elect to be vested in his
Employer Account in accordance with the vesting schedule of the Prior Plan in
which he participated. Such an election must be made by the latest of:
(1) 60 days after the date on which this amended and
restated Plan is adopted;
(2) 60 days after October 1, 1995 (the Effective Date of
this amended and restated Plan); or
(3) 60 days after the Participant is issued written notice
of the new vesting schedule set forth in this Section 9.1 by the Employer or the
Alco Committee.
(e) A Participant shall at all times be one hundred percent
(100%) vested in his After-Tax, Before-Tax, Money Purchase, Rollover, QMAC, and
QNEC Accounts and all accounts transferred from a Prior Plan.
9.2 Vesting Service.
---------------
(a) An employee shall earn a year of Vesting Service for each
calendar year during which he is credited with 500 or more Hours of Service.
(b) Beginning on August 5, 1993, an employee shall be credited
with Hours of Service toward a year of Vesting Service for any period during
which he is absent from work on unpaid leave under the Family and Medical Leave
Act of 1993.
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9.3 Treatment of Terminated Vested Participant.
------------------------------------------
(a) In the case of a Participant whose employment with all
Employers and Affiliated Companies has terminated (other than as described in
Article VII) and whose vested interest in his Accounts is valued at less than
$3,500, the vested portion of his Accounts shall be distributed to him in a
single sum payment within 60 days after the end of the Plan Year in which his
employment terminates. Beginning on January 1, 1993, the Participant shall have
the right to elect a direct rollover in accordance with Section 8.9 if his
single sum payment is an "eligible rollover distribution" (as defined in Section
8.9(c)).
(b) In the case of a Participant whose employment with all
Employees and Affiliated Companies has terminated (other than as described in
Article VII) and whose vested interest in his Accounts is valued at $3,500 or
more, the vested portion of his Accounts shall be distributed to him pursuant to
Article VII as if he had continued employment until age 62. However, the
Recordkeeper shall make distribution to the Participant earlier than his 62nd
birthday if the Participant requests earlier distribution.
9.4 Break in Service.
----------------
(a) An employee shall incur a Break in Service if he is
credited with fewer than 500 Hours of Service during the 12-month period of any
Plan Year.
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<PAGE>
(b) If an employee is absent from work by reason of pregnancy,
childbirth, or adoption, or for purposes of the care of his child immediately
after birth or adoption, he shall be credited, solely for purposes of
forestalling a Break in Service, with the Hours of Service with which he would
have been credited but for the absence; or, if such hours cannot be determined,
with eight Hours of Service per normal workday. The total number of hours to be
treated as Hours of Service under this Subsection shall not exceed 501. The
hours described in this Subsection shall be credited either in the Plan Year in
which the absence from work begins, if the employee would be prevented from
incurring a Break in Service in that Plan Year because the period of absence is
treated as Hours of Service under this Subsection, or, in any other case, in the
Plan Year immediately following the one in which the absence from work begins.
9.5 Forfeitures. If a Participant is not reemployed by an Employer
-----------
or an Affiliated Company before the end of the Plan Year in which occurs the
earlier of
(a) the date on which he receives a distribution under this
Article, or
(b) the date he incurs a Break in Service, his Employer Account
shall be closed as of the end of such Plan Year.
The non-vested amounts held in the closed Account shall be forfeited,
and the Employer that last employed the Participant shall use the forfeiture in
the future as Matching Contributions.
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<PAGE>
9.6 Deemed Cash-Out. A Participant who terminates his employment
---------------
with all Employers and Affiliated Companies before he is vested in his Employer
Account shall be deemed to have received a complete distribution of his
Employer Account on the date on which his other Accounts are distributed to him
(or, if he has no other Accounts, on the day after his employment terminates).
His Employer Account shall then be closed and forfeited, as provided in Section
9.5. If he is subsequently reemployed by an Employer or an Affiliated Company
before he incurs five consecutive Breaks in Service, his Employer shall
immediately contribute to his new Employer Account an amount equal to the amount
forfeited from his previous Account.
9.7 "Buy-Back" Provision.
--------------------
(a) If a terminated Participant who has a vested interest in
his Employer Account receives a distribution under this Article before he incurs
five consecutive Breaks in Service, his Employer Account shall be closed and the
non-vested amount in it shall be forfeited, as provided in Section 9.5. If he is
subsequently reemployed by an Employer or an Affiliated Company, and if he
repays the full amount of the distribution he received (as provided in
Subsection (b)), his Employer shall immediately contribute to his new Employer
Account an amount equal to the amount forfeited from his previous Account.
(b) Repayment of an amount previously distributed must be made
in cash or in Alco Stock before the earlier of
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<PAGE>
(1) the end of the Plan Year in which the Participant incurs his fifth
consecutive Break in Service or (2) the fifth anniversary of the Participant's
date of reemployment.
(c) Any amount repaid under this Section shall be credited to the
reemployed Participant's new Employer Account. No portion of a repayment shall
be subject to the ACP Test or the ADP Test.
9.8 Effect of Break in Service. A Participant who incurs a Break in
--------------------------
Service and who is then reemployed by an Employer or an Affiliated Company shall
have his pre-break and post-break Vesting Service aggregated hereunder if:
(a) he has a vested interest in his Employer Account, or
(b) (1) he does not have a vested interest in his Employer Account
and (2) the number of his consecutive Breaks in Service is less than the greater
of (A) the number of years of Vesting Service he had accrued prior to his Break
in Service or (B) five.
In any other case, a Participant shall receive no credit for his pre-break
Vesting Service.
9.9 Effect of Post-Break Vesting Service.
------------------------------------
(a) For Plan Years beginning on or after January 1, 1985,
(1) if the number of a Participant's consecutive Breaks in
Service is equal to or greater than five, the
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<PAGE>
Participant's post-break Vesting Service shall not increase the vesting
percentage (if any) in that part of his Employer Account accrued prior to his
Break in Service; or
(2) if the number of a Participant's consecutive Breaks in
Service is less than five, the Participant's post-break Vesting Service shall
increase the vesting percentage in that part of his Employer Account accrued
prior to his Break in Service, including amounts restored on the repayment of
prior distributions under Section 9.7.
(b) For Plan Years beginning before January 1, 1985, the
Participant's post-break Vesting Service shall not increase the vesting
percentage (if any) in that part of his Employer Account accrued prior to his
Break in Service.
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<PAGE>
ARTICLE X
ADMINISTRATION
--------------
10.1 Administrator.
-------------
(a) The Administrator of the Plan shall be the person(s) from time
to time appointed to that position by the Board of Directors. The Administrator
shall be responsible for the general administration of the Plan under the policy
guidance of the Alco Committee. The Administrator may be in the employ of Alco
and may be a member of an Alco Committee (if any, which he may appoint), the
Alco Committee, or a Trustee. The Administrator shall receive no special or
additional compensation, other than reimbursement of expenses, for his service
as Administrator.
(b) The Administrator shall have all powers necessary to administer
the Plan in accordance with its terms and applicable law, and shall also have
discretionary authority to determine eligibility for participation or benefits
and to construe the terms of the Plan. Any construction, interpretation, or
application of the Plan by the Administrator (or the Alco Committee with regard
to appeals under Section 10.6) shall be final, conclusive, and binding on all
persons.
10.2 Duties and Powers of Alco Committee. In addition to the duties and
-----------------------------------
powers described elsewhere herein, the Alco Committee shall have the following
special duties and powers:
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(a) to enact uniform and nondiscriminatory rules, regulations, and
procedures to carry out the provisions of the Plan;
(b) to decide appeals under Section 10.6; and
(c) to retain such consultants, accountants, actuaries, and attorneys
as may be deemed necessary or desirable to render statements, reports, and
advice with respect to the Plan and to assist the Administrator in complying
with all applicable rules and regulations affecting the Plan. Any consultants,
accountants, or attorneys may be the same as those retained by Alco or another
Employer.
10.3 Duties and Powers of Administrator. In addition to the duties and
----------------------------------
powers described elsewhere herein, the Administrator shall have the following
specific duties and powers:
(a) to enact uniform and nondiscriminatory rules, regulations, and
procedures to carry out the provisions of the Plan;
(b) to resolve questions or disputes relating to eligibility for
benefits or the amount of benefits under the Plan;
(c) to conduct the day-to-day administration of the Plan subject to
the control and guidance of the Alco Committee;
(d) to interpret the provisions of the Plan;
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<PAGE>
(e) to set uniform policies in order that the Plan may be operated in
a nondiscriminatory manner;
(f) to evaluate administrative procedures;
(g) to appoint, at the Administrator's discretion, an Alco
Committee; and
(h) to delegate such duties and powers as the Administrator shall
determine from time to time to any person or persons, including the Alco
Committee.
10.4 Functioning of Administrator. The Administrator and the Alco
----------------------------
Committee shall keep accurate records and minutes of meetings, interpretations,
and decisions. The Alco Committee shall act by majority vote of the members,
and such action shall be evidenced by a written document.
10.5 Adverse Determinations.
----------------------
(a) If at any time the Administrator makes a determination adverse to
a Participant or any other claimant with respect to a written claim for benefits
or participation under the Plan (including a withdrawal request), the
Administrator shall notify the claimant in writing of such determination,
setting forth:
(1) the specific reason(s) therefor,
(2) the reference to the specific provision(s) hereof on which
such determination is based,
(3) a description of any additional material or information
necessary for the claimant to perfect the claim
-68-
<PAGE>
and an explanation of why such material or information is necessary, and
(4) an explanation of the rights and procedures set forth in
this Section.
(b) The Administrator's written decision shall be forwarded to the
claimant within 90 days of the Administrator's receipt of the claim; provided,
however, that in special circumstances the Administrator may extend the
response period for up to an additional 90 days, in which event the
Administrator shall notify the claimant in writing of the extension and shall
specify the reason(s) for the extension.
10.6 Appeal from Adverse Determination.
---------------------------------
(a) A Participant or any other claimant who receives notice of an
adverse determination by the Administrator with respect to his claim may himself
or through his duly authorized representative request a review of the adverse
determination by the Alco Committee. Such a request must be in writing and
must be made within 60 days of receipt of the notice of the adverse
determination. The claimant or his duly authorized representative shall also
have the right to review pertinent documents and to submit issues and comments
with respect to the controversy to the Alco Committee in writing.
(b) The Alco Committee shall render a decision, in writing, within 60
days of receipt of a request for review. The Alco Committee's decision shall
set forth the specific
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<PAGE>
reason(s) for the decision reached and the specific provisions of the Plan on
which the decision is based. A copy of such decision shall be delivered to the
Participant or other claimant and shall be maintained in the records of the Alco
Committee. In special circumstances, the Alco Committee may extend the 60-day
response period for up to an additional 60 days, in which event written notice
of the extension shall be sent to the claimant prior to the commencement of the
extension.
10.7 Deemed Denials. If for any reason the written notice of adverse
--------------
determination described in Section 10.5 is not furnished within 90 days of the
Administrator's receipt of a claim for benefits or participation, the claim
shall be deemed to be denied. Likewise, if for any reason the written decision
on review described in Section 10.6 is not furnished within the time prescribed,
the claim shall be deemed to be denied on review.
10.8 Qualified Domestic Relations Orders.
-----------------------------------
(a) The Administrator shall have the duty to determine whether any
domestic relations order received by the Plan is a qualified domestic relations
order as defined in section 414(p) of the Code. To the extent provided in any
domestic relations order which is found to be a qualified domestic relations
order (as defined in the Code), the former Spouse of a Participant shall be
treated as a surviving Spouse for purposes of this Plan, and any other Spouse of
the Participant shall not be treated as a Spouse of the Participant.
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<PAGE>
(b) If so ordered by a court of competent jurisdiction, a domestic
relations order shall not fail to be a qualified domestic relations order
pursuant to section 414(p) of the Code even if the order requires payments to be
made to an alternate payee (as defined in section 414(p)(8) of the Code) prior
to (1) the Participant's earliest retirement age (as defined in section
414(p)(4)(B) of the Code) or (2) any date on which the Participant would be
entitled to a Plan withdrawal or distribution.
10.9 Indemnification. The Administrator and each member of the Alco
---------------
Committee shall be indemnified by Alco against expenses (other than amounts paid
in settlement to which Alco does not consent) reasonably incurred by him in
connection with any action to which he may be a party by reason of his
performance of administrative functions and duties under the Plan, except in
relation to matters as to which he shall be adjudged in such action to be
personally guilty of willful misconduct or gross negligence in the performance
of his duties. The foregoing right to indemnification shall be in addition to
such other rights as the Administrator or Alco Committee member may enjoy as a
matter of law or by reason of insurance coverage of any kind. Rights granted
hereunder shall be in addition to and not in lieu of any rights to
indemnification to which the Administrator or Alco Committee member may be
entitled pursuant to the by-laws of
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<PAGE>
Alco. The foregoing indemnification provisions shall not contravene applicable
state law.
10.10 Participant Approval. To the extent provided in the Plan or in Plan
--------------------
procedures adopted by the Administrator or the Alco Committee, a Participant may
issue instructions or requests to the Recordkeeper by telephone. Any
instructions or requests received by the Recordkeeper from a Participant by
telephone shall be deemed to include the Participant's signature and shall
constitute complete approval from the Participant for the Recordkeeper to
proceed with the request or instructions.
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<PAGE>
ARTICLE XI
THE FUND
--------
11.1 Designation of Trustee. Alco, by appropriate resolution of the Board
----------------------
of Directors, shall name and designate a Trustee and shall enter into a Trust
Agreement with such Trustee. Alco shall have the power, by appropriate
resolution of the Board of Directors, to amend the Trust Agreement, remove the
Trustee, and designate a successor Trustee, all as provided in the Trust
Agreement. All of the assets of the Plan shall be held by the Trustee for use in
accordance with this Plan in providing for the benefits hereunder.
11.2 Fund.
----
(a) The contributions deposited by the Employers in the Fund in
accordance with this Plan shall constitute a fund held for the benefit of
Participants and their eligible beneficiaries under and in accordance with this
Plan. Prior to the satisfaction of all liabilities under the Plan in the event
of termination of the Plan, no part of the corpus or income of the Fund shall be
used for or diverted to purposes other than for the exclusive benefit of such
Participants and beneficiaries (including necessary administrative costs),
except as expressly provided hereafter in this Plan and in the Trust Agreement.
(b) Notwithstanding Subsection (a), in the case of a contribution
made by an Employer (1) as a mistake of fact;
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<PAGE>
or (2) for which a tax deduction is disallowed, in whole or in part, by the
Internal Revenue Service; or (3) which is conditioned upon the qualification of
the Plan under section 401(a) of the Code, and an application for determination
is made to the Internal Revenue Service within the time prescribed by law, but a
determination of qualification cannot be obtained, the Employer shall be
entitled to a refund of said contributions.
(c) Any refund of contributions described in Subsection (b) must be
made (1) within one year after payment of a contribution made as a mistake of
fact, or (2) within one year after disallowance of the tax deduction, to the
extent of such disallowance, or (3) within one year of the date on which the
initial qualification of the Plan is denied by the Internal Revenue Service, as
the case may be.
11.3 No Interest in Fund. No person shall have any interest in or right to
-------------------
any part of the assets or income of the Fund, except to the extent expressly
provided in this Plan and in the Trust Agreement.
11.4 Trustee. The Trustee shall be a fiduciary with respect to
-------
management and control of Plan assets held by it and shall have exclusive and
sole responsibility for the custody and investment thereof in accordance with
this Article XI and the Trust Agreement. The Trustee's accounts shall be
audited annually by auditors selected by Alco.
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<PAGE>
11.5 Investment Committee. The Investment Committee shall be the named
--------------------
fiduciary with respect to the investment of Plan assets and the selection of
Investment Funds to which Participants may direct their accounts.
11.6 Investment of Matching Contributions.
------------------------------------
(a) Except as provided in Subsection (b) and in Section 11.13, the
Trustee shall invest the Matching Contributions held by the Plan on behalf of a
Participant in Alco Stock. Alco Stock acquired in the manner prescribed by this
Plan shall be held by or for the Trustee.
(b) Subject to Section 11.13, all Matching Contributions not invested
in Alco Stock shall be held by the Trustee in Cash Equivalents. It is intended,
however, that such contributions shall be held in Cash Equivalents only
temporarily, pending the purchase of Alco Stock as provided below, or to
eliminate fractional shares of Alco Stock, or pending a distribution to a
Participant in cash.
(c) The Trustee shall hold for future allocation any shares of Alco
Stock which it decides to retain upon a Participant's withdrawal and any shares
forfeited when an Employer Account is closed as provided in Section 9.5.
11.7 Investment of Other Accounts.
----------------------------
(a) Participants shall be permitted to direct the investment of their
Accounts only with respect to the types of contributions and only to the extent
specified in this Section.
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(b) In general, the Trustee shall invest a Participant's Accounts and
income thereon in the Investment Funds selected by the Participant. However, a
Participant shall have no choice as to the investment of new Matching
Contributions going into his Employer Sub-Account C, which shall be invested
entirely in the Stock Fund.
(c) Each Participant shall specify the percentage (in increments of
one percent (1%)) to be invested in each Investment Fund he chooses. A
Participant may change his choice(s) with respect to new contributions by giving
prior notice to the Recordkeeper. If notice is given to the Recordkeeper by
4:00 p.m. Eastern Time on a business day on which the New York Stock Exchange is
open, the change shall be effective as of the close of that business day.
Otherwise, the change shall be effective as of the close of the next business
day on which the New York Stock Exchange is open.
(d) Basic Contributions made pursuant to a deemed election under
Section 4.1(b) shall be invested in the Investment Funds selected by the
Participant as specified in Subsection (b). If the Participant fails to direct
the investment of these Basic Contributions, the Trustee shall invest the
contributions in the Stable Value Fund.
(e) The amounts assigned by all Participants to each Investment Fund
shall be commingled for investment purposes.
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<PAGE>
Investments acquired in the manner prescribed by this Plan shall be held by or
for the Trustee.
(f) All interest, dividends, capital gains distributions, and other
income received with respect to any shares of an Investment Fund credited to a
Participant's Accounts shall be reinvested by the Trustee in additional shares
of that Investment Fund and credited to the Participant's Accounts. Any
dividends paid with respect to the Stock Fund or the Unisource Stock Fund shall
be used to purchase additional shares of the stock of that Investment Fund,
except as provided in Section 11.13.
(g) The other provisions of this Section notwithstanding, the
Trustee may hold assets of the Fund and make distributions from the Fund in the
form of cash, without interest, if, for administrative purposes, it becomes
necessary or practical to do so.
11.8 Valuation of Investment Funds.
-----------------------------
(a) The amount in any Investment Fund debited or credited to the
Accounts of a Participant shall be determined by the Recordkeeper on the basis
of the Fair Market Value of that Investment Fund. If the Recordkeeper receives
a Participant's request for a transfer, loan, withdrawal, or distribution before
4:00 p.m. Eastern Time on a business day that the New York Stock Exchange is
open, the valuation shall be based on the Fair Market Value as of the close of
that business day, or in the case of a
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<PAGE>
loan, the Fair Market Value as of the business day immediately preceding the
business day on which the loan is approved. Otherwise, the valuation shall be
based on the Fair Market Value as of the close of the next business day that the
New York Stock Exchange is open.
(b) For the purpose of making a distribution required under section
401(a)(9) of the Code to a Participant who is still employed, the Participant's
Accounts shall be valued in accordance with Section 8.4.
(c) If the value of a Participant's Accounts at the time of a
distribution is at least $3,500, the value of his Accounts at any later time
shall be deemed to be at least $3,500 for purposes of determining whether the
Participant's benefit may be cashed out.
11.9 Purchase of Alco and Unisource Stock.
------------------------------------
(a) Shares of Alco Stock and Unisource Stock shall be purchased by
the Trustee out of funds held by the Trustee under the Plan on the open market
or, to the extent allowed by law, from Alco or from other private parties.
(b) Each purchase of Alco Stock and Unisource Stock shall be made at
not more than the current Fair Market Value of the stock at the time the
purchase is made. No commission shall be paid in connection with any purchase
from a person
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<PAGE>
who is a party in interest (as defined in section 3(14) of ERISA).
11.10 Stock Rights, Stock Splits, and Dividends. The Trustee in its sole
-----------------------------------------
discretion may exercise or sell any rights to purchase any securities
appertaining to shares of Alco Stock and Unisource Stock held by it, whether
such shares are allocated to individual Accounts, or not; and in the event that
such rights are exercised or sold, Participants' Accounts shall be appropriately
credited. Securities received by the Trustee by reason of a stock split or stock
dividend or other distribution shall be appropriately allocated to Participants'
Accounts.
11.11 Voting of Alco Stock. The Trustee shall vote all shares of Alco
--------------------
Stock in accordance with the directions of the Participants in whose Accounts
the shares are held. Participants shall have the right to give such directions
whether they are vested or not. The Trustee shall vote shares of Alco Stock for
which no directions have been received in the same proportion as shares of Alco
Stock for which directions have been received.
11.12 Tender Offer.
------------
(a) In the event that Alco Stock or Unisource Stock is the object of
a tender offer pursuant to Regulation 14D of the Securities Exchange Act of 1934
(or any substantially similar federal or state statute or regulation), the
Trustee shall not tender any shares of stock held by it unless it is instructed
to tender the shares by the Participant for whom the shares are held.
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(b) The purchase by the tender offerer of any shares tendered by the
Trustee shall be deemed to result in the withdrawal of the shares so purchased
from the Participant's Account. However, no purchase of tendered Alco Stock or
Unisource Stock shall be deemed to be a withdrawal from any Account prior to
the time that a withdrawal from that Account may be made pursuant to the other
terms of this Plan.
11.13 Pre-Retirement Reinvestment Option.
----------------------------------
(a) Each Participant who has attained age 55 has the right to
direct that all or a portion of the Alco Stock that is attributable to matching
contributions held in his Employer Sub-Account C be reinvested in the Investment
Fund selected by the Participant. However, no Participant may select the Uni
source Stock Fund as an investment option.
(b) A Participant exercising his right under this Section shall
convey the proper investment instructions to the Recordkeeper by telephonic
communication. If the Recordkeeper receives a Participant's request for a
transfer before 4:00 p.m. Eastern Time on a business day on which the New York
Stock Exchange is open, the transfer shall be effective as of the close of that
business day. Otherwise, the transfer shall be effective as of the close of the
next business day that the New York Stock Exchange is open. Separate records
shall be maintained to reflect the portion of each Participant's Employer Sub-
Account C which has been reinvested pursuant to this Section.
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(c) The value of Alco Stock in a Participant's Account shall be
determined on the basis of Fair Market Value.
(d) All elections and investment transfers under this Section
shall be subject to any rules that may be prescribed by the Administrator.
11.14 Transfer Out of the Unisource Stock Fund.
----------------------------------------
(a) A Participant may at any time transfer all or a portion of
his interest in the Unisource Stock Fund out of the Unisource Stock Fund. Once
an amount has been transferred out of the Unisource Stock Fund, it may not be
transferred back into the Unisource Stock Fund.
(b) The portion of a Participant's Employer Sub-Account C that is
invested in the Unisource Stock Fund may be transferred only to the Alco Stock
Fund, and not to any other Investment Fund. In the case of all other Accounts
and Sub-Accounts, an amount invested in the Unisource Stock Fund may be
transferred to any other Investment Fund the Participant selects (including the
Alco Stock Fund).
(c) If the Recordkeeper receives a Participant's request for a
transfer out of the Unisource Stock Fund before 4:00 p.m. Eastern Time on a
business day on which the New York Stock Exchange is open, the transfer shall be
effective as of the close of that business day. Otherwise, the transfer shall be
effective as of the close of the next business day on which the New York Stock
Exchange is open.
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11.15 Expenses of Plan. Costs and expenses incurred in administering
----------------
the Plan (including the expenses of the Trustee, other administrative and legal
expenses, and brokerage commissions) shall be paid by the Employers unless the
Board of Directors or the Alco Committee directs that such costs and expenses
shall be paid directly from the Fund.
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<PAGE>
ARTICLE XII
AMENDMENT OR TERMINATION OF THE PLAN
------------------------------------
12.1 Amendment.
---------
(a) Each Employer reserves the right to terminate its
participation in this Plan at any time by action of its board of directors or
other governing body. Furthermore, the Plan may be amended or terminated at any
time by written action of the Board of Directors. The Plan also may be amended
by the Alco Committee, provided such amendment does not materially change the
benefits or the formula by which benefits are determined under the Plan.
(b) Each amendment to the Plan shall be in writing and shall be
binding on each Employer. No amendment shall have the effect of retroactively
depriving Participants of benefits already accrued under the Plan.
(c) Any amendment of the Plan shall become effective as of the
date designated by the Board of Directors, or, if appropriate, the Alco
Committee. Except as provided in Section 11.2, it shall be impossible for any
part of the corpus or income of the Fund to be used for or diverted to any
purpose other than for the exclusive benefit of Participants and their
beneficiaries.
12.2 Termination. The Plan and the Fund forming part of the Plan may
-----------
be terminated, or contributions may be completely
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discontinued, by Alco at any time by action of the Board of Directors. In the
event of a termination, a partial termination, or a complete discontinuance of
contributions, or in the event that the Employer is dissolved, liquidated, or
adjudicated a bankrupt, the interests of the affected Participants, their
estates, and their beneficiaries shall be fully vested. Unless there is a
successor plan (as defined in Treas. Reg. (S)1.401(k)-1(d)(3)), distributions
shall be made in cash or in property or in any combination of cash and property.
When all assets have been paid out by the Trustee, the Fund shall cease.
12.3 Merger.
------
(a) The Plan shall not be merged with or consolidated with, nor
shall its assets be transferred to, any other qualified retirement plan unless
each Participant would receive a benefit after such merger, consolidation, or
transfer (assuming the Plan then terminated) which is of actuarial value equal
to or greater than the benefit he would have received from his Accounts if the
Plan had been terminated on the day before such merger, consolidation, or
transfer.
(b) No amounts shall be transferred to this Plan which would
cause the Plan to be a direct or indirect transferee of a plan to which the
survivor annuity requirements of sections 401(a)(11) and 417 of the Code apply,
except as provided in Section 6.7.
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ARTICLE XIII
WITHDRAWALS DURING EMPLOYMENT
-----------------------------
13.1 Withdrawals from After-Tax Account. Subject to the spousal
----------------------------------
consent rules of Section 13.11, a Participant may at any time withdraw all or
any portion of his After-Tax Account other than Sub-Account C.
13.2 Withdrawals from Employer Account. Subject to the spousal consent
---------------------------------
rules of Section 13.11:
(a) A Participant who has participated in the Plan (or a Prior
Plan) for at least five years may withdraw all of any portion of his vested
interest in his Employer Account, including earnings. A Participant who has not
participated in the Plan (or a Prior Plan) for five years may withdraw all or
any portion of only those amounts of his vested interest in his Employer Account
which have been held by the Plan (or a Prior Plan) for at least two full Plan
Years.
(b) After he has attained age 59 1/2, a Participant may at any
time withdraw all or any portion of his Employer Account.
(c) In the event of hardship, a Participant may at any time
withdraw all or any portion of his vested interest in his Employer Account under
Section 13.8.
13.3 Withdrawals from Before-Tax Account. Except as provided in
-----------------------------------
Section 13.8, a Participant may not withdraw any
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portion of his Before-tax Account until he has attained age 59 1/2. After he
has attained age 59 1/2 and subject to the spousal consent rules of Section
13.11, a Participant may at any time withdraw all or any portion of his Before-
Tax Account.
13.4 Withdrawals from Rollover Account. A Participant may at any
---------------------------------
time withdraw all or any portion of his Rollover Account.
13.5 Withdrawals from Money Purchase Account. A Participant shall
---------------------------------------
not be permitted to withdraw any portion of his Money Purchase Account under
this Article.
13.6 Withdrawals After Age 59 1/2. Notwithstanding the provisions of
----------------------------
Section 13.7, upon a Participant's attainment of age 59 1/2, he may withdraw up
to the total value of his Before-Tax, QMAC, and QNEC Accounts; provided,
however, that any such withdrawal may be subject to the consent of the
Participant's Spouse (as described in Section 13.11).
13.7 Provisions Relating to Withdrawals.
----------------------------------
(a) Requests for withdrawals under this Article shall be
initiated by the Participant upon proper application to the Recordkeeper by
telephonic communication. The Participant must complete and return any forms
which the Recordkeeper or Administrator determine are needed in order to process
a withdrawal.
(b) A Participant must make withdrawals in the following order of
priority: (1) his After-Tax Account (other
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than Sub-Account C); (2) his Rollover Account; (3) his Employer Account; and (4)
his Before-Tax Account.
(c) A Participant may not replace any portion of his Accounts
withdrawn under this Article.
13.8 Hardship Withdrawals.
--------------------
(a) The hardship withdrawal rules described in this Section are
effective on October 1, 1995; until that date, the hardship withdrawal rules
described in the Plan as amended and restated effective January 1, 1994, shall
continue in effect.
(b) In the event of unusual hardship as presented in writing to,
demonstrated to the satisfaction of, and specifically approved by the
Administrator, a Participant may (1) withdraw any amount from his After-Tax
Account (other than Sub-Account C), (2) withdraw any amount from his Rollover
Account, (3) withdraw all or any portion of his vested interest in his Employer
Account, and (4) withdraw from his Before-Tax Account an amount not greater than
his Basic and Supplemental Contributions not previously withdrawn plus earnings
thereon credited as of December 31, 1988.
(c) A withdrawal in the case of unusual hardship shall be
permitted only if:
(1) the Administrator determines that in light of an
immediate and heavy financial need of the Participant the withdrawal is
necessary for:
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(A) the payment of medical expenses described in section
213(d) of the Code and incurred by the Participant, his Spouse, or any of the
Participant's dependents (as defined in section 152 of the Code), or payment of
amounts necessary for such individuals to obtain such medical care, so long as
such expenses are ineligible for reimbursement by an insurance carrier;
(B) costs directly related to the purchase (excluding
mortgage payments) or payment for construction or substantial rehabilitation of
a principal residence for the Participant, with "substantial rehabilitation"
defined as renovations or repairs of a non-cosmetic nature that are required to
establish or maintain the habitability of a primary residence;
(C) the payment of tuition, related educational fees, and
room and board expenses for up to the next 12 months of post-secondary education
for the Participant or his Spouse or any of his children or dependents;
(D) payments to prevent the eviction of the Participant from
his principal residence or to prevent foreclosure on the mortgage of his
principal residence;
(E) the payment of tax levies assessed by federal, state, or
local taxing authorities, including interest and penalties assessed thereon, or
excise taxes;
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(F) the payment of funeral expenses for a Participant's
Spouse, dependents, parents, or other immediate family members;
(G) the payment of medically-related travel expenses which
are tax-deductible under section 213(d) of the Code for a Participant, his
Spouse, or his dependents;
(H) the payment of expenses incurred under such other
circumstances or because of such other events as may be prescribed by the
Secretary of the Treasury; and
(2) the Participant represents on forms provided by the
Administrator (A) that the amount of the withdrawal does not exceed that amount
required to meet the immediate financial need created by the hardship and (B)
that the financial need cannot be satisfied from other resources reasonably
available to the Participant, and the Administrator finds that it may
reasonably rely upon the Participant's representation and does not have actual
knowledge of facts to the contrary.
For this purpose, a Participant's financial need cannot reasonably be
satisfied from other resources such as a loan from the Plan if the effect would
be to increase the amount of the need.
(d) The amount of a hardship withdrawal shall automatically be
increased by twenty-five percent (25%) in order to pay federal income tax
withholding attributable to the hardship withdrawal.
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(e) The provisions of this Section shall be applied in a uniform and
nondiscriminatory manner.
13.9 Special Withdrawals. A Participant may withdraw the total value
-------------------
of his Accounts in a single sum after a determination by the Administrator that
one of the following events has occurred:
(a) the termination of the Plan, where there is no successor plan (as
defined in Treas. Reg. (S)1.401(k)-1(d)(3));
(b) the sale by an Employer of substantially all of its assets used
in a trade or business, if the Participant making the withdrawal begins
employment with the co rporation acquiring such assets; or
(c) the sale by an Employer of its interest in a subsidiary, if the
withdrawal is made by a Participant who continues employment with such
subsidiary.
13.10 Withdrawal of Pledged Amount. No amount that is security for a loan
----------------------------
under Article XIV may be withdrawn.
13.11 Spousal Consent. To the extent that any amount to be withdrawn
---------------
consists of amounts held in a DCP Account, and a married Participant applies for
a withdrawal from the Plan of such amounts, the Participant and his Spouse shall
execute and deliver to the Recordkeeper a written statement acknowledging (a)
that the Spouse consents to the withdrawal and (b) that they understand that the
withdrawal will reduce the amount of benefits that will later be payable to the
Participant and/or the Spouse
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under the Plan. Such statement shall be made in a form and manner similar to
that described in Section 8.1(b). In any other case, spousal consent to a
withdrawal shall not be required.
13.12 Amount and Payment of Withdrawals.
---------------------------------
(a) The maximum amount available for withdrawal from any Account
shall be determined on the basis of the Fair Market Value of the Account as of
the Valuation Date coincident with or immediately preceding the date on which
the withdrawn amount is paid to the Participant.
(b) In general, a withdrawal from a given Account or Sub-Account
shall be paid pro-rata from the various Investment Funds in which that Account
or Sub-Account is invested. However, in the case of a non-hardship withdrawal
from an Account other than the After-Tax Account, a Participant may elect to
have the withdrawal paid entirely from the Unisource Stock Fund.
(c) Hardship withdrawals under Section 13.8 shall be paid to a
Participant in cash, in a single sum. All non-hardship withdrawals shall be paid
in cash, except as provided in Subsection (d).
(d) Non-hardship withdrawals from amounts invested in the Stock
Fund or the Unisource Stock Fund shall be paid in cash or in stock, as the
Participant elects. However, any portion of the amounts invested in Cash
Equivalents in the Stock Fund or the Unisource Stock Fund, and amounts
reinvested in accordance with Section 11.13, shall be paid in cash.
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ARTICLE XIV
LOANS FROM THE PLAN
-------------------
14.1 Loan Program.
------------
(a) The Trustee is authorized to establish a program under which
assets of the Plan may be loaned to certain Participants and beneficiaries of
deceased Participants. This loan program shall be administered by the
Recordkeeper in accordance with the provisions of this Article and in
accordance with any related documents describing procedures to be followed in
the administration of the loan program which have been made a part of the Plan.
(b) The Trustee shall not be liable for any act or omission of the
Recordkeeper in its administration of the loan program except to the extent set
forth in section 405 of ERISA.
(c) The loan program authorized by this Article is effective on
October 1, 1995.
(d) Notwithstanding Subsection (c), for those Participants who
participated in a Prior Plan and who took a loan under such plan, the loan shall
continue to be governed by the terms of the Prior Plan as in effect on September
30, 1995, or, if later, the date such Prior Plan is merged with and into this
Plan, except to the extent that such terms are contrary to the terms of this
Plan.
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14.2 Persons Who May Borrow from the Plan.
------------------------------------
(a) Except as provided in Subsections (b) and (c), all vested
Participants and beneficiaries of deceased Participants who are "parties in
interest," as that term is defined in section 3(14) of ERISA, shall be eligible
to apply for loans from the Plan. When applying for a loan, a vested Participant
or beneficiary shall agree, in writing, to comply with the Plan's procedures and
obligations with respect to loans, including the enforceability of any personal
installment note issued in accordance with Section 14.10.
(b) If the Employer is an S Corporation, no shareholder-employee who
owns more than five percent (5%) of the stock of an Employer shall be permitted
to apply for a loan.
(c) If the Recordkeeper, the Administrator, or any Alco Committee
member knows that an individual otherwise eligible to apply for a loan has filed
or is about to file for personal bankruptcy, and the personal bankruptcy matter
has not been resolved, the individual in question shall not be permitted to
apply for a loan (or, if he does apply, his loan application shall be turned
down).
(d) An individual who is eligible to apply for a loan from the Plan
shall hereinafter be called a "Borrower."
14.3 Accounts Available to Borrow.
----------------------------
(a) A Borrower shall be able to borrow against his Accounts in the
following order: (1) first his Before-tax
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Account; (2) then his After-Tax Account (other than Sub-Account C); (3) then the
vested portion of his Employer Account; (4) then his Rollover Account; (5) then
his After-Tax Sub-Account C; and (6) finally, his Money Purchase Plan Account.
(b) Amounts borrowed under the Plan shall be taken from the Accounts
listed in Subsection (a) on a pro-rata basis from the Investment Funds.
14.4 Application for and Approval of Loan.
------------------------------------
(a) All applications for loans shall be made to the Recordkeeper by
telephonic communication. In his application, the Borrower shall specify:
(1) the amount of the loan being requested, which shall not be
less than the minimum loan amount set forth in Section 14.7(a); and
(2) the intended repayment period, which shall be a period
authorized under Section 14.11(b).
(b) The Recordkeeper shall rule upon loan applications in a uniform
and nondiscriminatory manner, taking into consideration only those factors which
would be considered in a normal commercial setting by an entity in the business
of making similar types of loans. In ruling on a loan application, the
Recordkeeper shall not consider the Borrower's race, color, religion, sex, age,
or national origin, but may consider his credit worthiness, collateral, and
financial need.
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(c) The Recordkeeper shall not approve any loan which would exceed the
maximum amount described in Section 14.7(b). The Administrator may approve a
loan of less than the amount requested in a Borrower's application.
(d) In no event shall a Borrower be permitted to have more than one
loan from this Plan outstanding at any time.
(e) If a request for a loan is approved, the loan proceeds shall be
paid to the Borrower as of the Valuation Date coincident with or immediately
following the date on which the loan is approved. Any fees or charges
associated with the processing of the loan shall be paid by the Borrower. Upon
approval of a loan request, the Recordkeeper shall issue to the Borrower a
personal installment note in accordance with Section 14.10 (in substantially the
form attached to and made a part of the Plan's loan procedures), which shall
specify the terms and conditions of the loan.
(f) If a request for a loan is denied, the Borrower may appeal the
denial in the manner described in Section 10.6.
(g) As provided in Section 14.2(c), an individual known to be filing
for personal bankruptcy shall not be permitted to apply for a loan, or, if he
does apply, his loan application shall be turned down.
14.5 Consent. To the extent that the Plan is a transferee of benefits
-------
in a Prior Plan that are described in Section
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4.6(d) or 12.3(b) with respect to a married Borrower, the Borrower and his
Spouse shall execute and deliver to the Recordkeeper within the 90-day period
ending on the Valuation Date as of which the loan proceeds are paid, a written
statement acknowledging (a) that the Spouse consents to the loan and (b) that
they understand that a default on the loan may reduce the amount of the benefits
to be paid under the Plan. Such statement shall be made in a form and manner
similar to that described in Section 8.3(b).
14.6 Accounts Attributed to Beneficiary. For the purposes of this
----------------------------------
Article, the Accounts of a deceased Participant shall be deemed to belong to the
beneficiary of that deceased Participant.
14.7 Amount of Loan.
--------------
(a) The Administrator, in its discretion, shall establish a minimum
loan amount, which shall be no more than $1,000.
(b) The value of a Borrower's outstanding loans under this Plan and
all other plans qualified under section 401(a) of the Code which are sponsored
by the Employer and Affiliated Companies shall not exceed the lesser of:
(1) $50,000 reduced by the excess of (A) the highest
outstanding loan balance during the 12 months before a new loan is made over (B)
the outstanding loan balance on the date of the new loan, or
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(2) fifty percent (50%) of the value of the Borrower's vested
interest in the Plan, determined as of the Valuation Date as of which the loan
proceeds are paid to the Borrower.
14.8 Security for Loan.
-----------------
(a) Security for a loan granted pursuant to this Article must be at
least equal to the proceeds of the loan and shall consist, unless the
Administrator requests otherwise, of the personal installment note agreed to by
the Borrower and held by the Plan in accordance with Section 14.10.
(b) The amount which is borrowed for the loan shall be allocated first
from the Borrower's Before-Tax Account, then from the Borrower's After-Tax Sub-
Account C, then from his Money Purchase Plan Account, then from the vested
portion of his Employer Account, then from his Rollover Account, then from his
remaining After-Tax Account, and finally from his QMAC and QNEC Accounts.
(c) To the extent that the Administrator determines that additional
security is required, the additional security shall consist of such collateral
as the Administrator and the Borrower mutually agree upon. The value and
liquidity of any additional security shall be such that it may reasonably be
anticipated that, in the event of default, the Plan will not lose principal and
interest.
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14.9 Interest Rate. The rate of interest to be charged on a given
-------------
loan shall be set when the loan is made. The interest rate is the prime lending
rate as published in the Wall Street Journal on the last Wednesday of the month
plus one percent (1%).
14.10 Installment Note.
----------------
(a) Each loan shall be evidenced by a personal installment note issued
to the Borrower following approval of the loan by the Recordkeeper on a form
prescribed by the Administrator. Such note shall be an asset of the Accounts
of the Borrower.
(b) Each personal installment note shall specify the period of
repayment, which shall be 12, 24, 36, 48, or 60 months from the Valuation Date
as of which the loan proceeds are paid to the Borrower. However, if the purpose
of the loan is to acquire a dwelling unit which is to be used as the principal
residence of the Borrower, the period of repayment may be as long as, but shall
not exceed, 180 months.
(c) Each personal installment note shall specify the rate of interest
being charged on the loan.
14.11 Repayment of Loan.
-----------------
(a) All loans shall be repaid in equal installments through payroll
deductions or, in the case of Participants on an unpaid leave, by monthly checks
submitted to the Recordkeeper; provided, however, that payments shall be made
at least
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quarterly. Substantially level amortization of each loan is required over the
term of the loan.
(b) A Borrower may repay all of the outstanding balance of a loan in a
single sum at any time by notifying the Recordkeeper of his intent to do so and
by forwarding to the Recordkeeper payment of all of the outstanding balance,
plus interest accrued to the date of payment.
(c) All loans from the Plan shall be nonrenewable.
(d) The amount of principal and interest repaid by a Borrower shall be
credited to that Borrower's Accounts as each repayment is made.
(e) Payments shall be invested in the Investment Funds selected by the
Participant at the time for new contributions being made to the Plan.
14.12 Default on Loan.
---------------
(a) Notwithstanding anything in this Plan to the contrary, in the
event that
(1) a loan is not repaid by the time the note matures;
(2) three consecutive months during which no payments of
principal and/or interest are made;
(3) the Borrower dies;
(4) the Plan ceases to constitute a qualified plan within the
meaning of section 401(a) of the Code;
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(5) except in the case of an unpaid leave of absence, where
repayment of the loan is being accomplished by payroll deduction, the Borrower's
employment with the Employer terminates for any reason, or the Borrower's
compensation is discontinued;
(6) the Borrower is placed or places himself in bankruptcy;
(7) any other event occurs which the Administrator, applying
standards which would be used in a normal commercial setting by an entity in the
business of making similar types of loans, judges to be an event of default or
an event which may jeopardize the repayment of the loan, the full balance of the
loan, plus accrued interest, shall immediately become due and payable unless the
Administrator, in its sole discretion, waives the event of default and makes
alternate arrangements to prevent the loss to the Plan of the balance of the
loan, plus interest.
(b) The Recordkeeper shall give written notice of an event of default
described in Subsection (a) to the Borrower who has defaulted on his loan (or,
in the case of default by death, to the estate of the Borrower). If the balance
of the loan and accrued interest are not paid within 30 days after the date of
such notice, the Recordkeeper shall be entitled to foreclose upon the Borrower's
security immediately or at any later time it may select; provided, however, that
the first
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consideration in selecting a date of foreclosure shall be to prevent
disqualification of the Plan.
14.13 Foreclosure.
-----------
(a) When the Recordkeeper forecloses upon a Borrower's security, it
shall first reduce that Borrower's vested interest in the Plan by the lesser of
(1) the full amount of the unpaid balance of the loan, plus accrued interest
(determined as of the date of default), or (2) the entire portion of the
Borrower's vested interest in the Plan which is security for the loan.
(b) (1) Notwithstanding Subsection (a), in the case of a Borrower
who is a Participant, the Recordkeeper shall in no event use that Borrower's
Before-Tax, QMAC, or QNEC Accounts to reduce his indebtedness unless, as of the
date of foreclosure, the Borrower has reached age 59 1/2, retired, terminated
his employment with the Employer, or suffered a Total Disability, or is
eligible to withdraw his Accounts because one of the events described in Section
13.9 has occurred. This restriction shall not apply in the case of foreclosure
upon the security of a Borrower who is the beneficiary of a deceased
Participant.
(2) Notwithstanding Subsection (a), the Recordkeeper shall not
use Matching or Employer Contributions which were allocated to the Borrower's
Employer Account less than 24 months prior to the date of foreclosure to reduce
that Borrower's indebtedness unless, as of the date of foreclosure,
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the Borrower has retired or terminated his employment with the Employer.
(c) If foreclosing upon his vested interest in the Plan is not
sufficient to discharge the Borrower's indebtedness, the Recordkeeper shall
then foreclose upon the Borrower's other collateral (if any).
(d) When the full amount of the unpaid balance of the loan, plus
accrued interest, has been restored to the Plan, any portion of the Borrower's
security which remains shall be released and shall no longer be security for any
loan.
(e) Foreclosing upon a Borrower's security shall not operate as a
waiver of the rights of the Recordkeeper, the Employer, or the Plan to pursue
additional means of preventing loss to the Plan in the event of default on a
loan.
14.14 Deemed Distribution. Notwithstanding the provisions of Article
-------------------
VII, if a Borrower defaults on a loan and the Recordkeeper is entitled to
foreclose upon the Borrower's security, the unpaid balance of the loan, plus
accrued interest, shall be deemed to be immediately distributed to the Borrower.
However, in the case of a Borrower to whom the consent rule of Section 14.5
applied at the time the loan was made, deemed distribution shall occur only if
the spousal consent described in Section 14.5 was delivered to the Recordkeeper
and the restrictions set forth in Section 14.13(b) are not applicable.
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ARTICLE XV
GENERAL PROVISIONS
------------------
15.1 No Employment Rights. Neither the action of Alco in establishing
--------------------
the Plan, nor any provisions of the Plan, nor any action taken by the Employers,
the Alco Committee, or the Administrator, shall be construed as giving to any
employee of an Employer the right to be retained in its employ, or any right to
payment except to the extent of the benefits provided in the Plan to be paid
from the Fund.
15.2 Source of Benefits. All benefits payable under the Plan shall be
------------------
paid or provided for solely from the Fund, and the Employers assume no liability
or responsibility therefor.
15.3 Governing Law. This Plan shall be governed, construed, and
-------------
administered under the laws of the Commonwealth of Pennsylvania, except to the
extent preempted by ERISA.
15.4 Spendthrift Clause.
------------------
(a) No benefit payable at any time under this Plan and no interest or
expectancy herein shall be anticipated, assigned, or alienated by any
Participant or beneficiary, or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, except for (1) an amount
necessary to satisfy a federal tax levy made pursuant to section 6331 of the
Code and (2) any benefit payable pursuant to a domestic relations
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order which is determined to be a qualified domestic relations order within the
meaning of the Code.
(b) Any attempt to alienate or assign a benefit hereunder, whether
currently or hereafter payable, shall be void. No benefit shall in any manner
be liable for or subject to the debts or liability of any Participant or
beneficiary. If any Participant or beneficiary attempts to or does alienate or
assign his benefit under the Plan or any part thereof, or if by reason of his
bankruptcy or other event happening at any time such benefit would devolve upon
anyone else or would not be enjoyed by him, then the Administrator may terminate
payment of such benefit and hold or apply it for the benefit of the Participant
or beneficiary.
15.5 Incapacity. If the Administrator finds that any Participant or
----------
beneficiary to whom a benefit is payable hereunder is unable to take care of his
affairs because of physical, mental, or legal incompetence, any payment due
hereunder may (unless prior claim therefor has been made by a duly qualified
guardian or other legal representative), in the discretion of the Administrator,
be paid to the person or institution deemed by the Administrator to be
maintaining or responsible for the maintenance of such Participant or
beneficiary. Any such payment shall be deemed a payment for the account of the
Participant or beneficiary and shall constitute a complete discharge of any
liability therefor under the Plan.
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15.6 Participation by Affiliated Companies.
-------------------------------------
(a) With the prior consent of the Board of Directors, an Affiliated
Company may adopt this Plan for its employees by action of its board of
directors or other governing body. Each Affiliated Company that adopts the Plan
shall execute a Joinder Agreement.
(b) Each amendment to the Plan shall be binding on an Affiliated
Company which has adopted the Plan, and, by its adoption of the Plan, the
Affiliated Company shall be deemed to have appointed Alco, the Alco Committee,
the Administrator, and the Trustee as its exclusive agents to exercise on its
behalf all the power and authority conferred by the Plan and the Trust Agreement
upon Alco, the Alco Committee, the Administrator, and the Trustee, respectively.
The authority of Alco, the Alco Committee, the Administrator, and the Trustee to
act as such agents shall continue until the Affiliated Company terminates its
participation in the Plan and the benefits payable to Participants employed (or
formerly employed) by the Affiliated Company have been distributed as provided
herein.
(c) An Affiliated Company may terminate its participation in the Plan
at any time by action of its board of directors or other governing body. If the
Affiliated Company ceases to be an Affiliated Company, it may no longer
participate in the Plan.
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15.7 Severability of Provisions. If any provision of this Plan is
--------------------------
determined to be void by any court of competent jurisdiction, the Plan shall
continue to operate, and, for the purposes of the jurisdiction of that court
only, shall be deemed not to include the provisions determined to be void.
15.8 Headings. Article and paragraph headings are supplied for
--------
convenience only and shall not be construed as altering the text of the Plan in
any way.
15.9 Withholding. The Recordkeeper and the Trustee shall have the
-----------
right to withhold any and all federal, state, and local taxes which may be
withheld in accordance with applicable law.
15.10 Participant Statements. At least annually, each Participant shall
----------------------
receive a statement showing information relating to the Investment Funds in
which the Participant's Accounts are invested.
15.11 Number; Gender. Wherever required by context, the singular of
--------------
any word used in this Plan shall include the plural and the plural may be read
in the singular. Words used in the masculine shall be read and construed in the
feminine where they would so apply.
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APPENDIX A
ADP AND ACP TESTS AND RELATED LIMITS ON CONTRIBUTIONS
-----------------------------------------------------
A.1 Definitions. The following definitions shall supplement those
-----------
set forth in Article II of the Plan:
(a) "Excess Aggregate Contributions" shall mean, for a given Plan
------------------------------
Year, the excess of (1) the amount of Matching Contributions made on behalf of a
Highly Compensated Employee in that Plan Year, over (2) the maximum amount of
Matching Contributions permitted to be made for that Plan Year, as determined by
the Administrator under Section A.8(d).
(b) "Excess Contributions" shall mean, for a given Plan Year,
--------------------
the excess of (1) the amount of Basic and Supplemental Contributions made in
that Plan Year pursuant to a Highly Compensated Employee's election, over (2)
the maximum amount of Basic and Supplemental Contributions permitted to be made
for that Plan Year, as determined by the Administrator under Section A.5(c).
(c) "Excess Deferral" shall mean the excess of (1) the amount of
---------------
Basic and Supplemental Contributions plus any other elective deferrals (as
defined in section 402(g)(3) of the Code) made in an individual's taxable year
pursuant to the individual's election, over (2) the dollar limit in effect
under section 402(g) of the Code for that taxable year (which is $9,500 for
1997).
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A.2 Return of Excess Deferral.
-------------------------
(a) (1) If a Participant has an Excess Deferral in any taxable
year, he may notify the Administrator of the Excess Deferral and request that
all or a portion of such Excess Deferral be returned to him. His notification
must be in writing and must be received by the Administrator by the March 1st
after the taxable year of the Participant in which the Excess Deferral occurred.
(2) If a Participant has an Excess Deferral in any taxable
year, taking into account only this Plan and any other cash or deferred
arrangement(s) maintained by the Employers and Affiliated Companies, he shall be
deemed to have notified the Administrator of the Excess Deferral, whether he
does so in accordance with paragraph (1), or not.
(3) When the Administrator is notified of an Excess
Deferral as described in paragraph (1) or (2), it shall direct the Trustee to
distribute to the Participant either:
(A) the amount of the Excess Deferral requested under
paragraph (1) (or, if less, the portion of such amount that does not exceed the
amount of Basic and Supplemental Contributions made on behalf of the Participant
for such year), plus any income attributable to such amount; or
(B) the total amount of the Excess Deferral, determined
by taking into account only this Plan and
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any other cash or deferred arrangement(s) maintained by the Employers and
Affiliated Companies, plus any income attributable to such amount.
(4) An Excess Deferral may be distributed in the taxable
year in which it occurs or after the end of that taxable year, but shall in no
event be distributed later than April 15th of the year after the year in which
it occurs.
(b) The Trustee shall determine the income attributable to an
Excess Deferral using any reasonable method that does not violate section
401(a)(4) of the Code and is also used for allocating income to Participants'
Accounts. Such method shall be applied consistently to all Excess Deferrals for
a given taxable year. Income shall be allocated to an Excess Deferral solely for
the taxable year in which the Excess Deferral occurs (or, in the case of an
Excess Deferral that is distributed in the taxable year in which it occurs, for
the period from the beginning of such taxable year to the date on which the
Excess Deferral is distributed) and not for any period thereafter.
A.3 Actual Deferral Percentage Test.
-------------------------------
(a) The Administrator shall cause the ADP Test to be run as of
the last day of each Plan Year and may also cause the ADP Test to be run at any
time during the Plan Year. The Plan satisfies the ADP Test at a given point in
time if it satisfies one of the two tests described below.
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(1) The Plan satisfies the ADP Test if the Actual Deferral
Percentage of the eligible Highly Compensated Employees for the Plan Year is not
more than:
(A) the Actual Deferral Percentage of the non-highly
compensated Eligible Employees for the preceding Plan Year, multiplied by
(B) 1.25.
(2) The Plan satisfies the ADP Test if:
(A) the excess of (i) the Actual Deferral Percentage
of the eligible Highly Compensated Employees for the Plan Year, over (ii) the
Actual Deferral Percentage of the non-highly compensated Eligible Employees for
the preceding Plan Year, is not more than two percentage points, and
(B) the Actual Deferral Percentage of the eligible
Highly Compensated Employees for the Plan Year is not more than the Actual
Deferral Percentage of the non-highly compensated Eligible Employees for the
preceding Plan Year, multiplied by 2.0.
(b) (1) The Actual Deferral Percentage for a specific group of
Eligible Employees is the average (expressed as a percentage rounded to the
nearer one-hundredth of one percent) of the individual deferral percentages of
the Eligible Employees in the group. An Eligible Employee's individual deferral
percentage is the ratio of:
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(A) the Basic and Supplemental Contributions made on
behalf of such Eligible Employee for a given Plan Year, to
(B) such Eligible Employee's compensation (as defined
under a definition of compensation which meets the requirements of Code Section
414(s) and the regulations thereunder) for that Plan Year; provided, however,
that any compensation attributable to a period before the Eligible Employee
becomes a Participant shall not be taken into account.
(2) (A) The denominator of an Eligible Employee's
individual deferral percentage shall not be more than the amount set by section
401(a)(17) of the Code, as adjusted for cost-of-living increases.
(B) In the case of an Eligible Employee who is a
Highly Compensated Employee, the numerator of the indi vidual deferral
percentage shall include any Excess Deferral made in the Plan Year. In the case
of an Eligible Employee who is not a Highly Compensated Employee, the numerator
shall not include any Excess Deferral.
(C) At the election of the Administration, all or any
portion of the Qualified Matching Contributions and/or Qualified Nonelective
Contributions allocated to an Eligible Employee for a given Plan Year may be
included for that Plan Year in the numerator of the individual deferral
percentage,
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provided that such contributions satisfy the requirements of Treas. Reg.
(S)1.401(k)-1(b)(5).
(D) Qualified Matching Contributions and/or Qualified
Nonelective Contributions included in the numerator of the Actual Deferral
Percentage shall in no event be included in the numerator of the Actual
Contribution Percentage.
(3) If in any Plan Year a Highly Compensated Employee
participates in this Plan and in any other cash or deferred arrangement(s) (as
described in section 401(k) of the Code) maintained by an Employer or an
Affiliated Company, then, in computing the individual deferral percentage for
such Highly Compensated Employee, this Plan and the other cash or deferred
arrangement(s) shall be treated as one plan. If a Highly Com pensated Employee
participates in two or more cash or deferred arrangements that have different
plan years, all cash or deferred arrangements with plan years ending with or
within the same calendar year shall be treated as a single arrangement.
(4) (A) In determining the Actual Deferral Percentage, the
Administrator may treat this Plan and any other plan maintained by an Employer
or an Affiliated Company which contains a cash or deferred arrangement as a
single plan.
(B) If this Plan is treated, for purposes of section
401(a)(4) or 410(b) of the Code, as one plan with any other cash or deferred
arrangement(s) maintained by an Employer or an Affiliated Company, this Plan and
the other cash
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or deferred arrangement(s) shall be treated as one plan in determining the
Actual Deferral Percentage.
(C) Plans that are aggregated under this paragraph (4)
must have the same plan year.
(5) Paragraphs (3) and (4) notwithstanding, cash or
deferred arrangements that must be treated as separate arrangements to comply
with Treas. Reg. (S)1.401(k)-1(b)(3) and (S)1.401(k)-1(g)(11)(ii)(B) shall in no
event be aggregated.
A.4 ADP Test -- Corrective Action.
-----------------------------
(a) If at any time before the end of a Plan Year the
Administrator determines that the Plan does not satisfy the ADP Test, it may
reduce the individual deferral percentages of one or more Participants who are
Highly Compensated Employees so that the ADP Test is satisfied. The
Administrator shall pre scribe such reductions in a uniform and
nondiscriminatory manner.
(b) If the Administrator determines that the Plan does not
satisfy the ADP Test, the Employers may make Qualified Nonelective Contributions
and/or Qualified Matching Contributions on behalf of the Eligible Employees who
are not Highly Compen sated Employees, as provided in Appendix E.
(c) If, in spite of any corrective action that has been taken,
the Plan does not satisfy the ADP Test as of the last day of a given Plan Year,
the Administrator shall return Excess Contributions as described in Section A.5.
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A.5 Return of Excess Contributions.
------------------------------
(a) If Excess Contributions must be returned to Highly
Compensated Employees, the Administrator shall direct the Trustee to distribute
each Highly Compensated Employee's Excess Contributions to him, and also to
distribute any income attributable to the Excess Contributions. Such amounts
shall be distributed no later than the last day of the Plan Year following the
Plan Year in which the Excess Contributions were contributed to the Plan.
(b) The determination of the amount of Excess Contributions
shall be made after determining the amount of Excess Deferrals, as reported to
the Administrator in accordance with Section A.2, and before determining the
amount of Excess Aggregate Contributions.
(c) The amount of a Highly Compensated Employee's Excess
Contributions shall be determined by the Administrator using the following
leveling process:
(1) First, the individual deferral percentage of the
Highly Compensated Employee with the greatest dollar amount of Basic and
Supplemental Contributions shall be reduced by characterizing as Excess
Contributions an amount which either:
(A) enables the Plan to satisfy the ADP Test, or
(B) reduces the Highly Compensated Employee's Basic
and Supplemental Contributions to the point at
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which they equal the Basic and Supplemental Contributions of the Highly
Compensated Employee with the second greatest dollar amount of Basic and
Supplemental Contributions.
(2) Next, the individual deferral percent ages of the two
Highly Compensated Employees who then have the greatest dollar amount of Basic
and Supplemental Contributions shall be reduced by characterizing as Excess
Contributions an amount which either:
(A) enables the Plan to satisfy the ADP Test, or
(B) reduces the Highly Compensated Employees' Basic
and Supplemental Contributions to the point at which they equal the Basic and
Supplemental Contributions of the Highly Compensated Employee with the third
greatest dollar amount of Basic and Supplemental Contributions.
(3) This leveling process shall be repeated until the Plan
is able to satisfy the ADP Test.
(d) The Trustee shall determine the income attributable to
Excess Contributions using any reasonable method that does not violate section
401(a)(4) of the Code and is also used for allocating income to Participants'
Accounts. Such method shall be applied consistently to all Excess Contributions
for a given Plan Year. Income shall be allocated to Excess Contributions solely
for the Plan Year in which the Excess Con-
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tributions are contributed to the Plan and not for any period thereafter.
A.6 Actual Contribution Percentage Test.
-----------------------------------
(a) The Administrator shall cause the ACP Test to be run as of
the last day of each Plan Year and may also cause the ACP Test to be run at any
time during the Plan Year. The Plan satisfies the ACP Test at a given point in
time if it satisfies one of the two tests described below.
(1) The Plan satisfies the ACP Test if the Actual
Contribution Percentage of the eligible Highly Compensated Employees for the
Plan Year is not more than:
(A) the Actual Contribution Percentage of the non-
highly compensated Eligible Employees for the preceding Plan Year, multiplied by
(B) 1.25.
(2) The Plan satisfies the ACP Test if:
(A) the excess of (i) the Actual Contribution
Percentage of the eligible Highly Compensated Employees for the Plan Year, over
(ii) the Actual Contribution Percentage of the non-highly compensated Eligible
Employees for the preced ing Plan Year, is not more than two percentage points,
and
(B) the Actual Contribution Percentage of the eligible
Highly Compensated Employees for the Plan Year is not more than the Actual
Contribution Percentage of the non-
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highly compensated Eligible Employees for the preceding Plan Year, multiplied by
2.0.
(b) (1) The Actual Contribution Percentage for a specific group
of Eligible Employees is the average (expressed as a percentage rounded to the
nearer one-hundredth of one percent) of the individual contribution percentages
of the Eligible Employees in the group. An Eligible Employee's individual
contribution percentage is the ratio of:
(A) the Matching Contributions made on behalf of such
Eligible Employee for a given Plan Year, to
(B) such Eligible Employee's compensation (as defined
under a definition of compensation which meets the requirements of Code Section
414(s) and the regulations thereunder) for that Plan Year; provided, however,
that any compensation attributable to a period before the Eligible Employee
becomes a Participant shall not be taken into account.
(2) (A) The denominator of an Eligible Employee's
individual contribution percentage shall not be more than the amount set by
section 401(a)(17) of the Code, as adjusted for cost-of-living increases.
(B) At the election of the Administrator, all or any
portion of the Basic and Supplemental Contributions, Qualified Matching
Contributions and/or Qualified Non-elective Contributions made on behalf of an
Eligible Employee in a given Plan Year may be included in the numerator of the
indi-
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vidual contribution percentage, provided that such contributions satisfy the
requirements of Treas. Reg. (S)1.401(m)-1(b)(5).
(C) Qualified Matching Contributions and/or Qualified
Nonelective Contributions included in the of the numerator of the Actual
Contribution Percentage shall in no event be included in the numerator of the
Actual Deferral Percentage.
(3) If in any Plan Year a Highly Compensated Employee
participates in this Plan and in any other plan(s) maintained by an Employer or
an Affiliated Company to which matching contributions (as defined in section
401(m)(4)(A) of the Code) and/or voluntary employee contributions are made,
then, in computing the individual contribution percentage for such Highly
Compensated Employee, all matching contributions and voluntary employee
contributions shall be included in the numerator. If a Highly Compensated
Employee participates in two or more such plans that have different plan years,
all plans with plan years ending with or within the same calendar year shall be
treated as a single plan.
(4) (A) In determining the Actual Contribution Percentage,
the Administrator may treat this Plan and any other plan maintained by an
Employer or an Affiliated Company to which matching contributions and/or
voluntary employee contributions are made as a single plan.
(B) If this Plan is treated, for purposes of section
401(a)(4) or 410(b) of the Code, as one plan
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with any other plan(s) maintained by an Employer or an Affiliated Company to
which matching contributions and/or voluntary employee contributions are made,
this Plan and such other plan(s) shall be treated as one plan in determining the
Actual Contribution Per centage.
(C) Plans that are aggregated under this paragraph (4)
must have the same plan year.
(5) Paragraphs (3) and (4) notwithstanding, plans (or
portions of plans) that must be treated as separate plans to comply with Treas.
Reg. (S)1.401(m)-1(b)(3) shall in no event be aggregated.
A.7 ACP Test -- Corrective Action.
-----------------------------
(a) If at any time before the end of a Plan Year the
Administrator determines that the Plan does not satisfy the ACP Test, it may
reduce the individual contribution percentages of one or more Participants who
are Highly Compensated Employees so that the ACP Test is satisfied. The
Administrator shall prescribe such reductions in a uniform and nondiscriminatory
manner.
(b) If the Administrator determines that the Plan does not
satisfy the ACP Test, the Employers may make Qualified Matching Contributions
and/or Qualified Nonelective Contributions on behalf of the Eligible Employees
who are not Highly Compensated Employees, as provided in Appendix E.
(c) If, in spite of any corrective action that has been taken,
the Plan does not satisfy the ACP Test as of the
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last day of a given Plan Year, the Administrator shall dispose of Excess
Aggregate Contributions as described in Section A.8.
A.8 Disposition of Excess Aggregate Contributions.
---------------------------------------------
(a) If Excess Aggregate Contributions must be disposed of, a
percentage of each Highly Compensated Employee's Excess Aggregate Contributions
shall be distributed to him, and the remainder shall be forfeited, as follows:
(1) The percentage to be distributed shall be equal to the
Highly Compensated Employee's vested percentage (if any), determined in
accordance with the vesting provisions of the Plan. This percentage of the
Excess Aggregate Contributions, plus any income attributable thereto, shall be
distributed to the Highly Compensated Employee no later than the last day of the
Plan Year following the Plan Year in which the Excess Aggregate Contributions
were contributed to the Plan.
(2) The amount to be forfeited shall be the remainder of
the Excess Aggregate Contributions, plus any income attributable thereto.
(b) Amounts forfeited under this Section shall be reallocated to
the Employer Accounts of all Participants who do not have Excess Aggregate
Contributions, but shall not be reallocated to the Employer Account of any
Highly Compensated Employee if (or to the extent that) such reallocation would
cause the Highly Compensated Employee to have Excess Aggregate Contributions.
The forfeitures shall be reallocated in the proportion
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that the Basic and Supplemental Contributions of each Participant who does not
have Excess Aggregate Contributions bears to the Basic and Supplemental
Contributions of all such Participants for the Plan Year.
(c) The determination of the amount of Excess Aggregate
Contributions shall be made after (1) determining the amount of Excess
Deferrals, as reported to the Administrator in accordance with Section A.2, and
(2) determining the amount of Excess Contributions.
(d) The amount of a Highly Compensated Employee's Excess
Aggregate Contributions shall be determined by the Administrator using the
following leveling process:
(1) First, the individual contribution percentage of the
Highly Compensated Employee with the greatest dollar amount of Matching
Contributions shall be reduced by characterizing as Excess Aggregate
Contributions an amount which either:
(A) enables the Plan to satisfy the ACP Test, or
(B) reduces the Highly Compensated Employee's
Matching Contributions to the point at which they equal the Matching
Contributions of the Highly Compensated Employee with the second greatest dollar
amount of Matching Contributions.
(2) Next, the individual contribution percentages of the
two Highly Compensated Employees who then have
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the greatest dollar amount of Matching Contributions shall be reduced by
characterizing as Excess Aggregate Contributions an amount which either:
(A) enables the Plan to satisfy the ACP Test, or
(B) reduces the Highly Compensated Employees' Matching
Contributions to the point at which they equal the Matching Contributions of the
Highly Compensated Employee with the third greatest dollar amount of Matching
Contributions.
(3) This leveling process shall be repeated until the Plan
is able to satisfy the ACP Test.
(e) The Trustee shall determine the income attributable to Excess
Aggregate Contributions using any reasonable method that does not violate
section 401(a)(4) of the Code and is also used for allocating income to
Participants' Accounts. Such method shall be applied consistently to all Excess
Aggregate Contributions for a given Plan Year. Income shall be allocated to
Excess Aggregate Contributions solely for the Plan Year in which the Excess
Aggregate Contributions are contributed to the Plan and not for any period
thereafter.
A.9 Multiple Use Test.
-----------------
(a) (1) In addition to complying with the limitations imposed
by other provisions of this Plan, the Plan must satisfy the aggregate limit test
described in this Section. The Plan satisfies such test if the sum of the
Actual Deferral
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Percentage of the entire group of Eligible Employees who are Highly Compensated
Employees and the Actual Contribution Percentage of that entire group does not
exceed the aggregate limit described in Subsection (b).
(2) For a given Plan Year, the Plan automatically satisfies
the aggregate limit test unless the Plan both (A) satisfies the ADP Test by
means of the test described in Section A.3(a)(2), and (B) satisfies the ACP Test
by means of the test described in Section A.6(a)(2).
(b) For the purposes of this Section, the aggregate limit for any
Plan Year is the greater of the amounts described in paragraphs (1) and (2)
below:
(1) This amount is the sum of:
(A) one hundred twenty-five percent (125%) of the
greater of (i) the Actual Deferral Percentage of the group of Eligible Employees
who are not Highly Compensated Employees in the Plan Year or (ii) the Actual
Contribution Percentage of the group of Eligible Employees who are not Highly
Compensated Employees in the Plan Year, and
(B) 2.0 plus the lesser of the percentage in (A)(i) or
the percentage in (A)(ii) above. In no event, however, shall the resulting
percentage be more than two hundred percent (200%) of the lesser of the
percentage in (A)(i) or the percentage in (A)(ii).
(2) This amount is the sum of:
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(A) one hundred twenty-five percent (125%) of the
lesser of (i) the Actual Deferral Percentage of the group of Eligible Employees
who are not Highly Compensated Employees in the Plan Year or (ii) the Actual
Contribution Percentage of the group of Eligible Employees who are not Highly
Compensated Employees in the Plan Year, and
(B) 2.0 plus the greater of the percentage in (A)(i)
or the percentage in (A)(ii) above. In no event, however, shall the resulting
percentage be more than two hundred percent (200%) of the greater of the
percentage in (A)(i) or the percentage in (A)(ii).
(c) For purposes of this Section, the Actual Deferral Percentage and
Actual Contribution Percentage of the group of Eligible Employees who are Highly
Compensated Employees shall be determined after any corrective distributions of
Excess Deferrals, Excess Contributions, and Excess Aggregate Contributions have
been made.
(d) If the Plan does not satisfy the aggregate limit test of this
Section as of the last day of a given Plan Year, the Actual Deferral Percentage
and, to the extent necessary, the Actual Contribution Percentage, of the group
of Eligible Employees who are Highly Compensated Employees shall be reduced by
the leveling process described in Section A.8(d).
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A.10 Disaggregation.
--------------
(a) Sections A.3, A.4, and A.5 (ADP Test), Sections A.6, A.7, and A.8
(ACP Test), and Section A.9 (multiple use test) shall be applied separately to
the group of Eligible Employees who are covered by collective bargaining
agreements and the group of Eligible Employees who are not covered by any
collective bargaining agreement.
(b) If for any Plan Year the Plan is disaggregated into component
plans for purposes of coverage testing under section 410(b) of the Code, it
shall be disaggregated in the same manner for purposes of Sections A.3, A.4, and
A.5 (ADP Test), Sections A.6, A.7, and A.8 (ACP Test), and Section A.9 (multiple
use test).
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APPENDIX B
LIMITS ON ANNUAL ADDITIONS
--------------------------
B.1 General. The provisions of this Appendix shall be effective
-------
January 1, 1987 and shall be construed to comply with section 415 of the Code.
The definitions in Sections B.2 and B.3 shall supplement those set forth in
Article II of the Plan.
B.2 "Annual Additions" shall mean for any Participant the sum of:
----------------
(a) Basic, Supplemental, Matching, Qualified Matching, and Qualified
Nonelective Contributions, and any other Employer Contributions;
(b) the Participant's after-tax contributions; and
(c) any forfeitures allocated for a given Limitation Year to the
Participant's Accounts under this Plan and any other defined contribution
plan(s) maintained by an Employer or a 50% Affiliated Company.
Any excess amounts distributed to a Participant under Sections A.1,
A.4, A.7, and A.8 of Appendix A shall be included in determining the amount of
that Participant's Annual Additions for the Limitation Year for which such
amounts are contributed to the Plan.
Rollover Contributions shall not be included in determining the
amount of a Participant's Annual Additions.
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B.3 "Limitation Year" shall mean the Plan Year or such other 12-month
---------------
period as may be designated by Alco.
B.4 Maximum Allocation.
------------------
(a) Notwithstanding anything in this Appendix to the contrary, a
Participant's Annual Additions shall in no event exceed the lesser of (1)
$30,000 (or, if greater, one-quarter of the dollar limitation in effect under
section 415(b)(1)(A) of the Code) or (2) twenty-five percent (25%) of such
Participant's Limitation Compensation for the Limitation Year.
(b) If a Participant's Annual Additions would exceed the amount
described in Subsection (a) for a reason described in the first paragraph of
Treas. Reg. (S)1.415-6(b)(6), the Trustee shall dispose of the excess amount by
taking one or both of the following steps:
(1) First, Basic and Supplemental Contributions shall be
distributed to the Participant to the extent required to correct the amount of
the Participant's Annual Additions, or until all Basic Contributions and
Supplemental Contributions have been distributed. Income attributable to the
excess Basic and Supplemental Contributions shall also be distributed to the
Participant.
(2) Then, to the extent required to correct the amount of the
Participant's Annual Additions and Matching Contributions shall be segregated
and shall be held in a suspense account until the following Plan Year (or
succeeding Plan Years),
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at which time the money shall be converted to Matching Contributions and
allocated to the Participant's Employer Account; or, if the Participant is no
longer participating in the Plan in the following Plan Year, the money in the
suspense account shall be converted to Matching Contributions and allocated to
the Employer Accounts of all Participants. Amounts held in the suspense account
must be allocated to the fullest extent possible before the Employers or
Participants may make any contributions for a Plan Year. Amounts held in the
suspense account shall share in investment gains and losses of the Fund.
(c) The provisions of this Subsection shall not apply on or after
January 1, 2000. Until January 1, 2000, if in any Limitation Year a Participant
in this Plan is also a participant in one or more defined benefit plans
maintained by an Employer or a 50% Affiliated Company, the annual benefit under
the defined benefit plan(s) shall be reduced, if necessary, so that the sum of
the defined benefit and defined contribution fractions (defined below) does not
exceed 1.0 for such Limitation Year.
(1)(A) The defined benefit fraction is a fraction, the
numerator of which is the Participant's projected annual benefit under all
defined benefit pension plans sponsored by all Employers and 50% Affiliated
Companies in which he has participated, determined as of the close of the
limitation years of such plans, and the denominator of which is the lesser of:
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(i) 1.25 x $90,000 (as adjusted for cost-of-living
increases), or
(ii) one hundred forty percent (140%) of the
Participant's highest average pay over any three consecutive calendar years.
(B) For the purpose of this Subsection, "projected annual
benefit" shall mean the annual benefit to which a Participant would be entitled
under the terms of a defined benefit plan if he had continued employment until
his normal retirement date under such plan and if his compensation for the
purpose of such plan had continued at the same rate.
(C) For the purpose of determining the denominator of the
defined benefit fraction, a Participant's "pay" shall mean his annual
compensation as defined in Treas. Reg. (S)1.415-2(d).
(2) The defined contribution fraction is a fraction, the
numerator of which is the sum of the Participant's Annual Additions under all
defined contribution plans sponsored by all Employers and 50% Affiliated
Companies for all limitation years, and the denominator of which is the sum of
the lesser of the following amounts, determined for each limitation year of
service with an Employer or a 50% Affiliated Company:
(A) 1.25 x $30,000, or
(B) thirty-five percent (35%) of the Participant's
Limitation Compensation for such limitation year.
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(3) A defined benefit plan sponsored by an Employer or a 50%
Affiliated Company to which nondeductible employee contributions are made is
considered to be a separate defined contribution plan, to the extent that the
employee contributions constitute annual additions in the current and prior
limitation years.
(d) (1) The dollar limitations described in Subsections (a) and (c)
shall be adjusted in accordance with governmental pronouncements stating the
method and amount of such adjustments.
(2) The dollar limitations described in Subsections (a) and (c)
shall not reduce the Annual Additions of any Participant under the Plan prior to
January 1, 1983 using the applicable maximum dollar limitations then in effect.
(e) (1) The Administrator may elect to apply Subsection (c)(2) with
respect to any Plan Year ending after December 31, 1982 by calculating the
denominator under Subsection (c)(2) using an alternate amount for all Plan Years
ending before January 1, 1983. The alternate amount shall be equal to the amount
determined for the denominator under Subsection (c)(2) as in effect for the Plan
Year ending in 1982 multiplied by the "transition fraction." The "transition
fraction" shall be a fraction determined as follows:
(A) the numerator shall consist of the lesser of: (i)
$51,875 or (ii) thirty-five percent (35%) of the
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Participant's Limitation Compensation for the Plan Year ending in 1981; and
(B) the denominator shall consist of the lesser of: (i)
$41,500 or (ii) twenty-five percent (25%) of the Participant's Limitation
Compensation for the Plan Year ending in 1981.
(2)(A) The Administrator may elect to apply Subsection (c)(2)
with respect to any Plan Year ending after December 31, 1986 by adjusting the
numerator under Subsection (c)(2) by using an alternate amount for all Plan
Years ending before January 1, 1987. The adjustment is to subtract permanently
from the numerator of the defined contribution fraction an amount equal to the
product of (i) and (ii):
(i) the sum of the defined contribution fraction and
the defined benefit fraction as of the "determination date," minus 1.0, times
(ii) the denominator of the defined contribution
fraction as of the "determination date."
(B) For purposes of (A) above, the "determination date" is
December 31, 1986. In addition, the defined benefit fraction and the defined
contribution fraction are computed in accordance with the limitations set forth
in section 415 of the Code, taking into account any modifications for any
accrued benefit that is protected by the provisions of
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the Tax Equity and Fiscal Responsibility Act of 1982 or the Tax Reform Act of
1986.
(C) The adjustment described in this Subsection (e)(2) may
be made only if (i) both the defined benefit plan in question and this Plan were
in existence on May 6, 1986, (ii) both plans satisfied the requirements of
section 415 of the Code for the last limitation year beginning before January 1,
1987, and (iii) any accruals in excess of the limits set forth in section 415 of
the Code are reduced. Any changes in the terms and conditions of the Plan made
after May 5, 1986 may not be recognized in making this adjustment to the defined
contribution fraction.
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APPENDIX C
TOP-HEAVY PROVISIONS
--------------------
C.1 General. The following provisions shall automatically apply to
-------
the Plan for Plan Years that begin after December 31, 1983, and shall supersede
any contrary provisions for each Plan Year in which the Plan is a Top-Heavy
Plan. It is intended that this Appendix shall be construed in accordance with
the provisions of section 416 of the Code.
C.2 Definitions. The following definitions shall supplement those
-----------
set forth in Article II of the Plan:
(a) "Aggregation Group" shall mean:
-----------------
(1) each plan (including a frozen plan or a plan which has
been terminated during the 60-month period ending on the Determination Date) of
an Employer or Affiliated Company in which a Key Employee is a Participant,
(2) each other plan (including a frozen plan or a plan which
has been terminated during the 60-month period ending on the Determination Date)
of an Employer or Affiliated Company which enables any plan in which a Key
Employee participates to meet the requirements of section 401(a)(4) or 410 of
the Code, and
(3) each other plan (including a frozen plan or a plan which
has been terminated during the 60-month period ending on the Determination Date)
of an Employer or Affiliated
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Company which is included by the Administrator if the Aggregation Group,
including such a plan, would continue to meet the requirements of sections
401(a)(4) and 410 of the Code.
(b) "Determination Date" shall mean the last day of the preceding
------------------
Plan Year.
(c) "Key Employee" shall mean any Employee or former Employee who
------------
at any time during the 60-month period ending on the Determination Date is
described below. The term Key Employee shall also include the beneficiaries of
such persons. The foregoing notwithstanding, the number of persons described in
Subsection (c)(2) for the entire 60-month period shall be limited to 10.
(1) An officer of an Employer having Income for a Plan Year
during such 60-month period greater than fifty percent (50%) of the amount in
effect under section 415(b)(1)(A) of the Code for the calendar year in which
such Plan Year ends.
(2) One of the 10 employees with annual Income greater than
the amount described in section 415(c)(1)(A) of the Code who own (or are
considered as owning, within the meaning of section 318 of the Code) the largest
interests in any Employer or Affiliated Company, provided that such interest
exceeds one-half of one percent (0.5%) of the total share ownership of the
Employer or Affiliated Company.
(3) A five-percent (5%) owner of an Employer.
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(4) A one-percent (1%) owner of an Employer who has annual
Income which, in the aggregate, is in excess of $150,000.
The above determinations shall be made in accordance with section
416(i) of the Code. No more than 50 employees (or, if less, the greater of
three employees or ten percent (10%) of the greatest number of employees,
including leased employees within the meaning of section 414(n) of the Code,
employed by all Employers and Affiliated Companies during the 60-month period
ending on the Determination Date) shall be treated as officers.
(d) "Key Employee Ratio" shall mean the ratio for any Plan Year,
------------------
calculated as of the Determination Date of such Plan Year, determined by
comparing the amount described in Subsection (d)(1) with the amount described
in Subsection (d)(2) after deducting from each such amount any portion thereof
described in Subsection (d)(3).
(1) The sum of (A) the present value of all accrued
benefits of Key Employees under all qualified defined benefit plans included in
the Aggregation Group, (B) the balances in all of the accounts of Key Employees
under all qualified defined contribution plans included in the Aggregation
Group, and (C) the amounts distributed from all plans in such Aggregation Group
to or on behalf of any Key Employee during the period of five Plan Years ending
on the Determination Date, except benefits
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paid on account of death in excess of the accrued benefit or account balances
immediately prior to death.
(2) The sum of (A) the present value of all accrued
benefits of all Participants under all qualified defined benefit plans included
in the Aggregation Group, (B) the balances in all of the accounts of all
Participants under all qualified defined contribution plans included in the
Aggregation Group, and (C) the amounts distributed from all plans in such
Aggregation Group to or on behalf of any Participant during the period of five
Plan Years ending on the Determination Date.
(3) The sum of (A) all rollover contributions (or fund-to-
fund transfers) to the Plan by an Employee after December 31, 1983 from a plan
sponsored by a company which is not an Employer or Affiliated Company, (B) any
amount that is included in Subsections (d)(1) and (2) for a person who is a Non-
Key Employee as to the Plan Year of reference but who was a Key Employee as to
any earlier Plan Year, and (C) for Plan Years beginning after December 31, 1984,
any amount that is included in Subsections (d)(1) and (2) for a person who has
not performed any service for any Employer during the five-year period ending on
the Determination Date.
(4) The present value of accrued benefits under all
qualified defined benefit plans included in the Aggregation Group shall be
determined on the basis of the 1971 Group Annuity Mortality Table for Males and
an interest rate of
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eight percent (8%). The value of proportional subsidies, including subsidized
pre-retirement survivor's benefits, subsidized early retirement benefits, and
optional forms of payment, shall be ignored in determining the present value of
accrued benefits.
(5) Solely for the purpose of determining whether the Plan,
or any other plan included in a required Aggregation Group of which this Plan
is a part, is top-heavy, the accrued benefit of an Employee other than a Key
Employee shall be determined under (A) the method, if any, that uniformly
applies for accrual purposes under all plans maintained by all Employers and
Affiliated Companies, or (B) if there is no such method, as if such benefit
accrued not more rapidly than at the slowest accrual rate permitted under the
fractional accrual method of section 411(b)(1)(C) of the Code.
(e) "Non-Key Employee" shall mean any person who is an Employee
----------------
or a former Employee in any Plan Year but who is not a Key Employee as to that
Plan Year. The term Non-Key Employee shall also include the beneficiaries of
such persons.
(f) "Super Top-Heavy Plan" shall mean each plan in an
--------------------
Aggregation Group if, as of the applicable Determination Date, the Key Employee
Ratio exceeds ninety percent (90%), determined in accordance with section 416 of
the Code.
(g) "Top-Heavy Plan" shall mean each plan in an Aggregation
--------------
Group if, as of the applicable Determination Date,
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<PAGE>
the Key Employee Ratio exceeds sixty percent (60%), determined in accordance
with section 416 of the Code.
(h) "Top-Heavy Valuation Date" shall mean the most recent
------------------------
Valuation Date occurring within the 12-month period ending on the Determination
Date.
C.3 Minimum Contribution for Non-Key Employees.
------------------------------------------
(a) (1) In each Plan Year in which the Plan is a Top-Heavy
Plan, each Participant who is a Non-Key Employee and who is employed by an
Employer on the last day of such Plan Year shall receive a total minimum
Employer contribution (including forfeitures) under all plans described in
Section C.2(a)(1) and (2) of not less than three percent (3%) of the
Participant's annual Limitation Compensation.
(2) Salary reduction contributions made on behalf of a
Participant in plan years beginning after December 31, 1984 and before January
1, 1989 shall be deemed to be Employer contributions for the purpose of this
Subsection. Neither salary reduction contributions nor matching contributions
made on behalf of a Participant in plan years beginning after December 31, 1988
shall be deemed to be Employer contributions for the purpose of this Subsection.
(3) The minimum Employer contribution shall be provided to
each Participant who is a Non-Key Employee employed by a Employer on the last
day of the Plan Year, regardless of the number of Hours of Service completed by
the Participant
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during the Plan Year, and regardless of the Participant's level of compensation.
Minimum Employer contributions shall be allocated to Employer Accounts.
Minimum Employer contributions shall not be subject to the ACP Test or the ADP
Test.
(b) The percentage set forth in Subsection (a)(1) shall be
reduced to the percentage at which contributions, including salary reduction
contributions, matching contributions, and forfeitures, are made (or are
required to be made) for a Plan Year for the Key Employee for whom such
percentage is the highest for that Plan Year. This percentage shall be
determined for each Key Employee by dividing the contribution for such Key
Employee by his Limitation Compensation for the Plan Year. All defined
contribution plans required to be included in an Aggregation Group shall be
treated as one plan for the purpose of this Section; however, this Section
shall not apply to any plan which is required to be included in an Aggregation
Group if such plan enables a defined benefit plan in the group to meet the
requirements of section 401(a)(4) or section 410 of the Code.
(c) If a Participant who is a Non-Key Employee employed by an
Employer on the last day of the Plan Year participates in both a defined
benefit plan and a defined contribution plan described in Section C.2(a)(1) and
(2), the Employer is not required to provide such Participant with both the
minimum benefit under the defined benefit plan and the minimum contribution
described above. In such event, the Participant shall have the
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minimum benefit provided under the defined benefit Top-Heavy Plan.
(d) The compensation taken into account for the purpose of
determining minimum Company contributions under this Section shall not not be
more than the amount in effect under section 401(a)(17) of the Code for the Plan
Year in question.
C.4 Vesting.
-------
(a) Change in Schedule. Each Participant's vested interest in
------------------
his Employer Account shall be determined in accordance with the following
schedule for any Plan Year in which the Plan is a Top-Heavy Plan unless the
schedule set forth in Section 9.1 provides more rapid vesting for such
Participant:
<TABLE>
<CAPTION>
Years of
Vesting Service Percent Vested
--------------- --------------
<S> <C>
less than 2 years 0 percent
2 years 20 percent
3 years 40 percent
4 years 60 percent
5 years 80 percent
6 years 100 percent
</TABLE>
(b) Shift Out of Top-Heavy Status. If the Plan ceases to be a
-----------------------------
Top-Heavy Plan, the vesting schedule set forth in Section 9.1 shall again apply
to all Participants. However, a Participant shall remain at the point on the
vesting schedule set forth in Subsection (a) that he had attained immediately
before the Plan ceased to be a Top-Heavy Plan until he has sufficient years of
Vesting Service to have a greater vested percentage under the schedule in
Section 9.1.
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<PAGE>
(c) Special Election of Vesting Schedule. Each Participant who
------------------------------------
has at least five years of Vesting Service (three years of Vesting Service,
beginning on January 1, 1989) when the Plan ceases to be a Top-Heavy Plan may
elect to continue to have his vested percentage computed under the Plan in
accordance with the vesting schedule set forth in Subsection (a). The period
during which the election may be made shall commence on the date on which the
Participant is informed that the Plan is no longer a Top-Heavy Plan and shall
end 60 days thereafter.
C.5 $200,000 Limit. For each Plan Year beginning before January 1,
--------------
1989 in which the Plan is a Top-Heavy Plan, the compensation of a Participant
for purposes of accruing a benefit under the Plan for that Plan Year shall not
exceed $200,000 (as adjusted in accordance with section 416(d) of the Code). In
the case of a Plan Year which is less than 12 months long in which the Plan is a
Top-Heavy Plan, compensation shall exclude total taxable income of any
Participant in excess of the amount determined by multiplying $200,000 (as
adjusted) by a fraction, the numerator of which is the number of full calendar
months in the short Plan Year and the denominator of which is 12.
C.6 Social Security. For each Plan Year in which it is a Top-Heavy
---------------
Plan, the Plan must meet the requirements of this Article without regard to any
Social Security or similar contributions or benefits.
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C.7 Adjustment to Maximum Allocation Limitation.
-------------------------------------------
(a) For each Plan Year in which the Plan is (1) a Super
Top-Heavy Plan or (2) a Top-Heavy Plan and the Alco Committee does not make the
election described in Subsection (b) and for which a similar election has not
been made as to another plan in the Aggregation Group, the 1.25 factor in the
defined benefit and defined contribution fractions described in Appendix B shall
be reduced to 1.0. The adjustment described in this Subsection shall not apply
to any Participant during any period in which the Participant earns no
additional accrued benefit under any defined benefit plan and has no employer
contributions, forfeitures, or voluntary contributions allocated to his accounts
under any defined contribution plan.
(b) If, in any Plan Year in which the Plan is a Top-Heavy Plan
but not a Super Top-Heavy Plan, the Aggregation Group described in Section
C.2(a)(1) and (2) also includes a defined benefit plan, the Alco Committee may
elect to use a factor of 1.25 in computing the denominator of the defined
benefit and defined contribution fractions described in Appendix B. In the event
of such an election, the minimum Employer contribution described in Section
C.3(a)(1) for each Non-Key Employee who is not covered by a defined benefit plan
shall be increased from three percent (3%) to four percent (4%), and the minimum
benefit described in Section C.3(c) for each Non-Key Employee who is
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covered by a defined benefit plan shall be the increased minimum benefit
provided under the defined benefit Top-Heavy Plan.
(c) In the case of any Top-Heavy Plan to which Section B.4(e)(1)
of Appendix B applies, "$41,500" shall be substituted for "$51,875" in the
calculation of the numerator of the transition fraction.
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APPENDIX D
DETERMINATION OF HIGHLY COMPENSATED EMPLOYEES
---------------------------------------------
D.1 Introduction. Highly Compensated Employees for a given Plan Year
------------
shall be the employees who are described below. The determination as to whether
an employee is a Highly Compensated Employee shall be made in accordance with
section 414(q) of the Code and the regulations thereunder and shall be made on a
Plan Year basis. For the purpose of determining which employees are Highly
Compensated Employees for the first Plan Year, the provisions of this Appendix
shall be treated as if they were in effect during 1996.
D.2 Determination. "Highly Compensated Employee" shall mean any
-------------
employee of an Employer or an Affiliated Company who:
(a) was at any time during either the Determination Year or the
Look-Back Year a five-percent (5%) owner (as defined in section 416(i)(1)(B) of
the Code); or
(b) (1) was in the Top-Paid Group for the Look-Back Year, if
the Board of Directors elects to have this condition apply, and (2) had Income
during the Look-Back Year which is in excess of $80,000 (as adjusted for cost-
of-living increases).
Employees who are non-resident aliens who receive no U.S.-source
income from any Employer or Affiliated Company shall not be treated as employees
for the purpose of this Section.
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D.3 Definitions. The following definitions shall supplement those
-----------
set forth in Article II of the Plan:
(a) "Determination Year" shall mean the Plan Year for which the
------------------
determination of Highly Compensated Employees is being made.
(b) "Look-Back Year" shall mean the 12 months preceding the
--------------
Determination Year.
(c) "Top-Paid Group" shall mean the group consisting of the top
--------------
twenty percent (20%) of employees of all Employers and Affiliated Companies for
the Look-Back Year, when employees are ranked on the basis of their Income for
the Look-Back Year. Solely for purposes of determining the number of employees
to be included in such group, the following employees shall not be counted:
(1) employees who have not completed six months of
employment by the end of the Look-Back Year;
(2) employees who normally work fewer than 17 1/2 hours per
week;
(3) employees who normally work not more than six months
during any year;
(4) employees who have not attained age 21 by the end of
the Look-Back Year.
Employees covered by a collective bargaining agreement shall be
counted in determining the number of employees to be included in the Top-Paid
Group unless ninety percent (90%) or
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more of the employees of all Employers and Affiliated Companies are covered by
collective bargaining agreements and this Plan covers only employees who are not
covered by collective bargaining agreements. In such a case, employees covered
by a collective bargaining agreement shall not be counted in determining the
number of employees to be included in the Top-Paid Group.
D.4 Highly Compensated Former Employees. For a given Determination
-----------------------------------
Year, an individual is a Highly Compensated Former Employee if he separated from
service before the first day of the Determination Year and if he was a Highly
Compensated Employee (as determined under Section D.2) during either (a) the
year he separated from service or (b) any Determination Year ending on or after
his 55th birthday.
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APPENDIX E
USE OF QUALIFIED NONELECTIVE CONTRIBUTIONS
AND QUALIFIED MATCHING CONTRIBUTIONS
------------------------------------------
E.1 Qualified Nonelective Contributions and Qualified Matching
----------------------------------------------------------
Contributions.
- -------------
(a) If the Administrator determines that the Plan does not
satisfy the ADP Test and/or the ACP Test, the Employers may make Qualified
Nonelective Contributions to be allocated among the QNEC Accounts of the
Eligible Employees who are not Highly Compensated Employees.
(b) In addition to or instead of making Qualified Matching
Contributions, the Employers may make Qualified Matching Contributions to be
allocated among the QMAC Accounts of the Participants who are not Highly
Compensated Employees.
(c) Allocation of Qualified Nonelective Contributions and
Qualified Matching Contributions shall be in accordance with Section E.2.
E.2 Allocation to QNEC and QMAC Accounts.
------------------------------------
(a) Qualified Nonelective Contributions shall be allocated to
the QNEC Accounts of the Eligible Employees who are not Highly Compensated
Employees in the Plan Year for which the Qualified Nonelective Contributions are
made. Qualified Nonelective Contributions shall be allocated to the QNEC
Account of each such Eligible Employee in the proportion that his Compensation
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for the Plan Year bears to the Compensation of all such Eligible Employees for
the Plan Year.
(b) Qualified Matching Contributions shall be allocated to the QMAC
Accounts of the Participants who are not Highly Compensated Employees in the
Plan Year for which the Qualified Matching Contributions are made. Qualified
Matching Contributions shall be allocated to the QMAC Account of each such
Participant in the proportion that his Basic Contributions for the Plan Year
bears to the Basic Contributions of all such Participants for the Plan Year.
E.3 Use of Qualified Nonelective Contributions and Qualified Matching
-----------------------------------------------------------------
Contributions.
- -------------
(a) As provided in Section A.3(b)(2)(D), Qualified Matching
Contributions and Qualified Nonelective Contributions included in the numerator
of the Actual Deferral Percentage to help the Plan satisfy the ADP Test shall in
no event be included in the numerator of the Actual Contribution Percentage.
(b) As provided in Section A.6(b)(2)(C), Qualified Matching
Contributions and Qualified Nonelective Contributions included in the numerator
of the Actual Contribution Percentage to help the Plan satisfy the ACP Test
shall in no event be included in the numerator of the Actual Deferral
Percentage.
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