As filed with the Securities and Exchange Commission on April 11,
1995
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
Under the
SECURITIES ACT OF 1933
_______________
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
(Exact name of registrant as specified in its charter)
Illinois 42-0673189
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One RiverCenter Place
106 East Second Street
Davenport, Iowa 52801
(Address of Principal Executive Offices) (Zip Code)
Iowa-Illinois Gas and Electric Company Savings Plan
(Full title of the plan)
Keith M. Giger
Secretary and Treasurer
Iowa-Illinois Gas and Electric Company
One RiverCenter Place
106 East Second Street
Davenport, Iowa 52801
(Name and address of agent for service)
(319) 326-7485
(Telephone number, including
area code, of agent for service)
_______________
Copy to:
Joseph S. Ehrman
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
(312) 853-7437
CALCULATION OF REGISTRATION FEE
_________________________________________________________________
Title of
Securities Amount Proposed Max. Proposed Max. Amount of
to be to be Offering Price Aggregate Reg.
Registered Reg.(1) Per Share(2) Offering Price(2) Fee
_________________________________________________________________
Common Shares,
$1 par value 300,000 $21.25 $6,375,000 $2,198.00
Common Share
Purch. Rights 300,000
_________________________________________________________________
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the Iowa-Illinois Gas and Electric Company
Savings Plan.
(2) Estimated solely for the purpose of calculating the
registration fee and, pursuant to Rule 457(h) under the
Securities Act of 1933, as amended, based upon the average
of the high and low sale prices of the Common Shares of the
Company, as reported on the New York Stock Exchange
Composite Tape on April 4, 1995.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual
Information*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the Note
to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have heretofore been filed
by Iowa-Illinois Gas and Electric Company (the "Company" or the
"Registrant") or the Iowa-Illinois Gas and Electric Company
Savings Plan (the "Plan") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference herein and shall be deemed to be a part hereof:
1. The Company's Annual Report on Form 10-K for the
year ended December 31, 1994;
2. The Company's Current Report on Form 8-K dated
February 1, 1995;
3. The description of the Common Shares, $1.00 par
value, of the Company contained in the Company's
Registration Statement on Form 10, as filed with
the Commission on July 19, 1950, including any
subsequent amendment or report filed for the
purpose of updating such description;
4. The description of the Common Share Purchase
Rights of the Company contained in the Form 8-A of
the Company, as filed with the Commission on April
9, 1992, including any subsequent amendment or
report filed for the purpose of updating such
description; and
5. The Plan's Annual Report on Form 11-K for the year
ended December 31, 1993.
All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act and all documents filed by the Plan with the Commission
pursuant to Section 15(d) of the Exchange Act, after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement
and made a part hereof from their respective dates of filing
(such documents, and the documents enumerated above, being
hereinafter referred to as "Incorporated Documents").
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 2.10(b)(3) of the Illinois
Business Corporation Act of 1983, as amended (the "IBCA"), the
Company's First Restated Articles of Incorporation, as amended
(the "Articles"), provide that no director shall be personally
liable to the Company or its shareholders for monetary damages
for breach of fiduciary duty as a director, except for liability:
(i) for any breach of such director's duty of loyalty to the
Company or its shareholders; (ii) for acts or omissions not in
good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under Section 8.65 of the IBCA (relating
to certain unlawful distributions to shareholders); or (iv) for
any transaction from which such director derived an improper
personal benefit.
Section 8.75 of the IBCA permits, under certain
circumstances, an Illinois corporation to indemnify any person
who was or is a party, or is threatened to be made a party, to
any action, suit or proceeding (other than an action or suit by
such corporation) by reason of the fact that he or she is or was
a director, officer, employee or agent of such corporation, or
who is or was serving at the request of such corporation in such
a capacity for another entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with such action,
suit or proceeding or, in the case of an action or suit by such
corporation, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit.
Article Eleven of the Articles provides, in general,
that any director, officer or employee of the Company is entitled
to indemnification against all liabilities, judgments, fines and
amounts paid in settlement and all expenses (including attorneys'
fees) actually and reasonably incurred in connection with any
litigation (including any actual or threatened civil, criminal,
administrative or arbitration action, proceeding, claim, suit or
appeal therefrom), if such person acted in good faith and in a
manner which such person reasonably believed to be in, or not
opposed to, the best interests of the Company and, in the case of
criminal litigation, such person had no reasonable cause to
believe that his or her conduct was unlawful; provided, however,
that such person shall not be indemnified if, in the case of
litigation by or in the right of the Company, it shall be finally
determined that such person breached his or her duty to the
Company, unless a court shall finally determine that despite such
breach of duty such person is fairly and reasonably entitled to
indemnification.
The directors and officers of the Company have the
benefit collectively of a $60,000,000 insurance policy covering
them generally against loss for any breach of duty, neglect,
error, misstatement, misleading statement, omission or other act
done or wrongfully attempted or any matter claimed against them
solely by reason of their being such directors or officers, but
not as to acts of active and deliberate dishonesty committed with
actual dishonest purpose and intent which were material to the
cause of action adjudicated against them.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The exhibits accompanying this Registration Statement
are listed on the accompanying Exhibit Index. The Plan is
intended to be qualified under Sections 401(a) and 401(k) of the
Internal Revenue Code. The Company has submitted the Plan and
hereby undertakes to submit all amendments thereto to the
Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the
Plan.
Item 9. Undertakings.
The Company hereby undertakes:
1. To file, during any period in which offers or
sales are being made, a post-effective amendment
to this Registration Statement:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(b) To reflect in the prospectus any facts or
events arising after the effective date of
this Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement;
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs 1.(a) and 1.(b)
do not apply if the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
by the Company pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities
being registered hereby which remain unsold at the
termination of the offering.
4. That, for the purposes of determining any
liability under the Securities Act, each filing of
the Company's Annual Report pursuant to Section
13(a) or Section 15(d) of the Exchange Act and
each filing of the Plan's Annual Report pursuant
to Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration
Statement shall be deemed to be a new Registration
Statement relating to the securities offered
therein, and the offering of such securities at
that time shall be deemed to be the initial bona
fide offering hereof.
5. That, insofar as indemnification for liabilities
arising under the Securities Act may be permitted
to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in
the opinion of the Commission such indemnification
is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification
against such liabilities (other than the payment
by the Company of expenses incurred or paid by a
director, officer or controlling person of the
Company in the successful defense of any action,
suit or proceeding) is asserted by such director,
officer or controlling person in connection with
the securities being registered, the Company will,
unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the
question whether such indemnification by it is
against public policy as expressed in the
Securities Act and will be governed by the final
adjudication of such issue. <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 of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Davenport,
State of Iowa, on the tenth day of April, 1995.
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
By: Stanley J. Bright
Stanley J. Bright
Chairman of the Board of
Directors, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities indicated and on the tenth
day of April, 1995.
Stanley J. Bright Chairman of the Board of Directors,
Stanley J. Bright President and Director (Principal
Executive Officer)
Lance E. Cooper Vice President Finance and Chief
Lance E. Cooper Financial Officer and Director
(Principal Financial Officer)
Peter E. Burks Controller (Principal Accounting Officer)
Peter E. Burks
* Director
John W. Colloton
* Director
Frank S. Cottrell
* Director
William C. Fletcher
* Director
Mel Foster, Jr.
* Director
Nancy L. Seifert
* Director
S. E. Shelton
* Director
W. Scott Tinsman
* Director
L. L. Woodruff
*By Lance E. Cooper
Lance E. Cooper
Attorney-in-Fact
<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 the City of Davenport,
State of Iowa, on the tenth day of April, 1995
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY SAVINGS PLAN
By: Lance E. Cooper
Name: Lance E. Cooper
Title: Chairman
<PAGE>
EXHIBIT INDEX
The following documents are filed herewith or
incorporated herein by reference.
Exhibit
Number Document Description
*4.1 First Restated Articles of Incorporation. (File 1-3573,
Annual Report on Form 10-K for year ended December 31,
1993, Exhibit 3.A.)
*4.2 Article Eleven of the First Restated Articles of
Incorporation (File 1-3573, Quarterly Report on Form 10-Q
for the quarter ended June 30, 1994, Exhibit 3.A.)
*4.3 By-laws as amended through April 25, 1991. (File 1-3573,
Annual Report on Form 10-K for year ended December 31,
1993, Exhibit 3.B.)
*4.4 Indenture of Mortgage and Deed of Trust dated as of March
1, 1947. (File 2-6922, Registration Statement, Exhibit
7-B.)
*4.5 Supplemental Indenture dated as of March 1, 1947. (File
2-6922, Registration Statement, Exhibit 7-C.)
*4.6 Second Supplemental Indenture dated as of October 1, 1949.
(File 2-8112, Registration Statement, Exhibit 7-B.)
*4.7 Third Supplemental Indenture dated as of January 15, 1953.
(File 2-9990, Registration Statement, Exhibit 4.04.)
*4.8 Resignation and Appointment of successor Individual
Trustee. (File 2-62330, Registration Statement, Exhibit
2.03E.)
*4.9 Fourth Supplemental Indenture dated as of April 15, 1960.
(File 2-17786, Registration Statement, Exhibit 2.06.)
*4.10 Fifth Supplemental Indenture dated as of May 1, 1961.
(File 2-26675, Registration Statement, Exhibit 2.07.)
*4.11 Sixth Supplemental Indenture dated as of July 1, 1967.
(File 2-28806, Registration Statement, Exhibit 2.08.)
*4.12 Seventh Supplemental Indenture dated as of April 1, 1969.
(File 2-34089, Registration Statement, Exhibit 2.10.)
*4.13 Eighth Supplemental Indenture dated as of August 15, 1969.
(File 2-38102, Registration Statement, Exhibit 2.10.)
*4.14 Ninth Supplemental Indenture dated as of September 1,
1970. (File 2-38102, Registration Statement, Exhibit
2.12.)
*4.15 Resignation and Appointment of successor Individual
Trustee. (File 2-45994, Registration Statement, Exhibit
2.04L.)
*4.16 Tenth Supplemental Indenture dated as of June 15, 1975.
(File 2-53814, Registration Statement, Exhibit 2.03M-2.)
*4.17 Eleventh Supplemental Indenture dated as of March 15,
1976. (File 2-55527, Registration Statement, Exhibit
2.03N-1.)
*4.18 Twelfth Supplemental Indenture dated as of January 15,
1977. (File 2-57912, Registration Statement, Exhibit
2.03O-1.)
*4.19 Thirteenth Supplemental Indenture dated as of October 1,
1977. (File 2-58838, Registration Statement, Exhibit
2.03P.)
*4.20 Fourteenth Supplemental Indenture dated as of September 1,
1978. (File 2-62330, Registration Statement, Exhibit
2.03Q-1.)
*4.21 Fifteenth Supplemental Indenture dated as of July 15,
1979. (File 2-66779, Registration Statement, Exhibit
2.03R.)
*4.22 Sixteenth Supplemental Indenture dated as of January 15,
1980. (File 2-66779, Registration Statement, Exhibit
2.03S.)
*4.23 Seventeenth Supplemental Indenture dated as of June 15,
1980. (File 2-68600, Registration Statement, Exhibit
2.03T.)
*4.24 Eighteenth Supplemental Indenture dated as of February 15,
1981. (File 1-3573, Annual Report on Form 10-K for year
ended December 31, 1980, Exhibit 4-B-21.)
*4.25 Nineteenth Supplemental Indenture dated as of October 1,
1981. (File 1-3573, Annual Report on Form 10-K for year
ended December 31, 1981, Exhibit 4-B-22.)
*4.26 Twentieth Supplemental Indenture dated as of May 1, 1982.
(File 1-3573, Quarterly Report on Form 10-Q for quarter
ended June 30, 1982, Exhibit 4-B-23.)
*4.27 Twenty-first Supplemental Indenture dated as of July 1,
1982. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended June 30, 1982, Exhibit 4-B-24.)
*4.28 Twenty-second Supplemental Indenture dated as of February
15, 1984. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1983, Exhibit 4-B-25.)
*4.29 Twenty-third Supplemental Indenture dated as of November
1, 1984. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1984, Exhibit 4-B-26.)
*4.30 Twenty-fourth Supplemental Indenture dated as of September
1, 1985. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended September 30, 1985, Exhibit 4-B-27.)
*4.31 Twenty-fifth Supplemental Indenture dated as of September
15, 1986. (File 1-3573, Quarterly Report on Form 10-Q for
quarter ended September 30, 1986, Exhibit 4-B-28.)
*4.32 Twenty-sixth Supplemental Indenture dated as of February
15, 1987. (File 1-3573, Annual Report on Form 10-K for
year ended December 31, 1986, Exhibit 4-B-29.)
*4.33 Resignation and Appointment of successor Individual
Trustee. (File 33-39211, Registration Statement, Exhibit
4.30.)
*4.34 Twenty-seventh Supplemental Indenture dated as of October
1, 1991. (File 1-3573, Current Report on Form 8-K dated
October 1, 1991, Exhibit 4.31-A.)
*4.35 Twenty-eighth Supplemental Indenture dated as of May 15,
1992. (File 1-3573, Current Report on Form 8-K dated May
21, 1992, Exhibit 4.31-B.)
*4.36 Twenty-ninth Supplemental Indenture dated as of March 15,
1993. (File 1-3573, Current Report on Form 8-K dated
March 24, 1993, Exhibit 4.32-A.)
*4.37 Thirtieth Supplemental Indenture dated as of October 1,
1993. (File 1-3573, Current Report on Form 8-K dated
October 7, 1993, Exhibit 4.34.A.)
*4.38 Rights Agreement dated as of February 25, 1992. (File
1-3573, Current Report on Form 8-K dated February 26,
1992, Exhibit II.)
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
24 Powers of Attorney.
99 Iowa-Illinois Gas and Electric Company Savings Plan.
_________________________
* Incorporated by reference.
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
Iowa-Illinois Gas and Electric Company:
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated January 25, 1995,
appearing in and incorporated by reference in the Annual Report
on Form 10-K of Iowa-Illinois Gas and Electric Company for the
year ended December 31, 1994 and the report of Deloitte & Touche
dated June 10, 1994, appearing in the Annual Report on Form 11-K
of the Iowa-Illinois Gas and Electric Company Savings Plan for
the year ended December 31, 1993.
DELOITTE & TOUCHE LLP
April 6, 1995
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form
S-8 of (a) our reports dated January 28, 1993, covering the
consolidated balance sheet and statement of capitalization of
Iowa-Illinois Gas and Electric Company and Subsidiary Company as
of December 31, 1992, and the related statements of income,
retained earnings and cash flows for the year then ended and the
financial statement schedule listed in Item 14(a)(2) as of
December 31, 1992, included or incorporated by reference in the
Company's Form 10-K for the year then ended December 31, 1994
(Commission file number 1-3573) and (b) our report dated June 18,
1993, covering the statement of net assets available for plan
benefits of the Iowa-Illinois Gas and Electric Company Savings
Plan as of December 31, 1992, and the related statements of
changes in net assets available for plan benefits for each of the
two years in the period ended December 31, 1992, included in the
Form 11-K of the Savings Plan for the year ended December 31,
1993. It should be noted that we have not audited any financial
statements of the Company or the Savings Plan subsequent to
December 31, 1992, or performed any audit procedures subsequent
to the date of our report.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 11, 1995
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 31st day of March, 1995.
/s/ John W. Colloton
JOHN W. COLLOTON
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 31st day of March, 1995.
/s/ Frank S. Cottrell
FRANK S. COTTRELL
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 30th day of March, 1995.
/s/ William C. Fletcher
WILLIAM C. FLETCHER
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 30th day of March, 1995.
/s/ Mel Foster, Jr.
MEL FOSTER, JR.
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 30th day of March, 1995.
/s/ Nancy L. Seifert
NANCY L. SEIFERT
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 31st day of March, 1995.
/s/ S. E. Shelton
S. E. SHELTON
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 29th day of March, 1995.
/s/ W. Scott Tinsman
W. SCOTT TINSMAN
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director and/or Officer of Iowa-Illinois
Gas and Electric Company, an Illinois corporation, does hereby
constitute and appoint S. J. Bright, L. E. Cooper, and K. M.
Giger his or her true and lawful attorneys and agents, each with
full power and authority (acting alone and without the others) to
execute in the name and on behalf of the undersigned as such
Director and/or Officer, a Registration Statement under the
Securities Act of 1933, as amended, with respect to 300,000 of
the Company's Common Shares, $1 par value, and a like number of
Common Share Purchase Rights for issuance and sale under the
Company's Savings Plan and to execute any and all amendments to
such Registration Statement, whether filed prior or subsequent to
the time such Registration Statement becomes effective. The
undersigned hereby grants unto such attorneys and agents, and
each of them, full power of substitution and revocation in the
premises and hereby ratifies and confirms all that such attorneys
and agents may do or cause to be done by virtue of these
presents.
Dated this 30th day of March, 1995.
/s/ L. L. Woodruff
L. L. WOODRUFF
Exhibit 99
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN
(As amended and restated effective January 1, 1994)
<PAGE>
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN
TABLE OF CONTENTS
------------------------
Article 1 - Title . . . . . . . . . . . . . . . . . . 1
Article 2 - Definitions . . . . . . . . . . . . . . . 1
(1) Affiliate . . . . . . . . . . . . . . . . . . 1
(2) Beneficiary . . . . . . . . . . . . . . . . . 2
(3) Code. . . . . . . . . . . . . . . . . . . . . 2
(4) Committee . . . . . . . . . . . . . . . . . . 2
(5) Company . . . . . . . . . . . . . . . . . . . 2
(6) Compensation. . . . . . . . . . . . . . . . . 2
(7) Disability. . . . . . . . . . . . . . . . . . 3
(8) Distributee . . . . . . . . . . . . . . . . . 3
(9) Effective Date. . . . . . . . . . . . . . . . 3
(10) Employee . . . . . . . . . . . . . . . . . . 3
(11) Employer . . . . . . . . . . . . . . . . . . 3
(12) Entry Date . . . . . . . . . . . . . . . . . 3
(13) ERISA. . . . . . . . . . . . . . . . . . . . 3
(14) Fund . . . . . . . . . . . . . . . . . . . . 3
(15) Hours of Employment. . . . . . . . . . . . . 3
(16) Participant. . . . . . . . . . . . . . . . . 4
(17) Participant's Plan Account . . . . . . . . . 4
(18) Plan . . . . . . . . . . . . . . . . . . . . 5
(19) Plan Year. . . . . . . . . . . . . . . . . . 5
(20) Regulations. . . . . . . . . . . . . . . . . 5
(21) Second Effective Date. . . . . . . . . . . . 5
-i-
<PAGE>
(22) Trust . . . . . . . . . . . . . . . . . . . . . 5
(23) Trust Fund . . . . . . . . . . . . . . . . . . 5
(24) Trustee . . . . . . . . . . . . . . . . . . . . 5
(25) Valuation Date. . . . . . . . . . . . . . . . . 5
Article 3 - Participation . . . . . . . . . . . . . . . 6
Section 3.1. Eligibility Requirements . . . . . . . 6
Section 3.2. Election to Participate. . . . . . . . 7
Article 4 - Employer Contributions . . . . . . . . . . 8
Section 4.1. Elective Contributions . . . . . . . . 8
Section 4.2. Non-elective Contributions . . . . . . 10
Section 4.3. $7,000 Annual Limit on
Elective Contributions . . . . . . . . 11
Section 4.4. Limits on Contributions for Highly
Compensated Employees . . . . . . . . 12
Section 4.5. Limitation on Employer
Contributions . . . . . . . . . . . . 23
Section 4.6. Vesting of Employer Contributions . . 25
Article 5 - Employee Contributions . . . . . . . . . . 25
Section 5.1. Employee Contributions . . . . . . . . 25
Section 5.2. Rollover Contributions
by Employees . . . . . . . . . . . . . 27
Article 6 - Funding of Plan and Investment Provisions . 31
Section 6.1. Funding . . . . . . . . . . . . . . . . 31
Section 6.2. Investment of Contributions . . . . . 32
Section 6.3. Change of Investment Direction . . . . 32
Section 6.4. Transfers Between Investment Funds . . 33
Article 7 - Participants' Accounts . . . . . . . . . . 34
Section 7.1. Participant Accounts . . . . . . . . . 34
-ii-
<PAGE>
Section 7.2. Participating Units . . . . . . . . . 35
Section 7.3. Valuation of Funds . . . . . . . . . . 37
Section 7.4. Valuation of Accounts . . . . . . . . 38
Section 7.5. Value of Plan Account . . . . . . . . 39
Section 7.6. Committee to Furnish Quarterly
Statements of Value of Accounts . . . 39
Section 7.7. Statutory Limitations on
Allocations to Accounts . . . . . . . 39
Section 7.8. Correction of Error . . . . . . . . . 44
Article 8 - Distribution of Benefits . . . . . . . . . 44
Section 8.1. Termination of Employment. . . . . . . 44
Section 8.2. Time and Manner of Distribution
upon Termination of Employment . . . . 44
Section 8.3. Death After Termination of
Employment . . . . . . . . . . . . . . 47
Section 8.4. Designation of Beneficiary . . . . . . 48
Section 8.5. Direct Rollovers of Eligible
Rollover Distributions . . . . . . . . . . 49
Article 9 - Withdrawals During Employment and
Loans to Participants . . . . . . . . . . . 51
Section 9.1. Withdrawals . . . . . . . . . . . . . 51
Section 9.2. Distribution of Withdrawals . . . . . 52
Section 9.3. Limitations upon Withdrawals
from Before-Tax Accounts . . . . . . . 53
Section 9.4. Loans to Participants . . . . . . . . 54
Article 10 - Special Participation Rules Relating
to Reemployment of Terminated Employees
and Employment by Related Entities . . . . 57
Section 10.1. Reemployment of an Employee
Whose Employment Terminated Prior
to His Becoming a Participant . . . . 57
-iii-
<PAGE>
Section 10.2. Reemployment of a Terminated
Participant . . . . . . . . . . . . . 57
Section 10.3. Employment by Related Entities. . . . 58
Section 10.4. Leased Employees . . . . . . . . . . 58
Article 11 - Administration . . . . . . . . . . . . . . 59
Section 11.1. The Committee . . . . . . . . . . . . 59
Section 11.2. Claims Procedure . . . . . . . . . . 63
Section 11.3. Procedures for Domestic
Relations Orders . . . . . . . . . . 64
Section 11.4. Notices to Participants, Etc. . . . . 65
Section 11.5. Notices to Employers or
Committee . . . . . . . . . . . . . . 66
Section 11.6. Records . . . . . . . . . . . . . . . 66
Section 11.7. Reports of Funds and Accounting
to Participants . . . . . . . . . . . 66
Article 12 - Participation by Other Employers . . . . . 67
Section 12.1. Adoption of Plan . . . . . . . . . . 67
Section 12.2. Withdrawal from Participation . . . . 67
Section 12.3. Company as Agent for Employers . . . 67
Article 13 - Continuance by a Successor . . . . . . . . 68
Article 14 - Amendment, Withdrawal and Termination . . 69
Section 14.1. Amendment . . . . . . . . . . . . . . 69
Section 14.2. Withdrawal . . . . . . . . . . . . . 69
Section 14.3. Termination . . . . . . . . . . . . . 70
Section 14.4. Trust Fund to Be Applied
Exclusively for Participants and
Their Beneficiaries . . . . . . . . . 71
Article 15 - Miscellaneous . . . . . . . . . . . . . . 71
-iv-
<PAGE>
Section 15.1. Expenses . . . . . . . . . . . . . . 71
Section 15.2. Non-Assignability . . . . . . . . . . 71
Section 15.3. Employment Non-Contractual . . . . . 74
Section 15.4. Limitation of Rights . . . . . . . . 74
Section 15.5. Merger or Consolidation with
Another Plan . . . . . . . . . . . . 74
Section 15.6. Gender and Plurals . . . . . . . . . 74
Article 16 - Top-Heavy Plan Requirements . . . . . . . 75
Section 16.1. Top-Heavy Plan Determination . . . . 75
Section 16.2. Minimum Contribution for
Top-Heavy Years . . . . . . . . . . 76
Section 16.3. Special Rules for Applying
Statutory Limitations on Benefits . . 77
-v-
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN
ARTICLE 1
TITLE
This plan is titled "Iowa-Illinois Gas and Electric
Company Savings Plan" and constitutes an amendment and
restatement, and therefore a continuation, of the plan titled the
same and in effect since August 1, 1976. The terms of the plan
in effect prior to the effective date of this amendment and
restatement shall continue to constitute the plan prior to such
effective date except as otherwise set forth herein. This plan
includes a cash or deferred arrangement intended to be a
qualified cash or deferred arrangement described in section
401(k) of the Internal Revenue Code of 1986, as amended.
ARTICLE 2
DEFINITIONS
As used herein the following words and phrases shall
have the following respective meanings unless the context clearly
indicates otherwise:
(1) Affiliate.
(a) A corporation which is a member of the same
controlled group of corporations (within the meaning of
section 414(b) of the Code) as an Employer,
(b) a trade or business (whether or not
incorporated) under common control (within the meaning
of section 414(c) of the Code) with an Employer,
(c) any organization (whether or not
incorporated) which is a member of an affiliated
service group (within the meaning of section 414(m) of
the Code) which includes an Employer, a corporation
described in clause (a) of this subdivision or a trade
or business described in clause (b) of this
subdivision, or
(d) any other entity which is required to be
aggregated with the Employer pursuant to Regulations
promulgated under section 414(o) of the Code.
(2) Beneficiary. The person or persons who shall
be entitled under Section 8.4 to receive benefits in
the event of the death of a Participant.
(3) Code. The Internal Revenue Code of 1986, as
amended.
(4) Committee. The Committee appointed by the
board of directors of the company pursuant to
Section 11.1.
(5) Company. Iowa-Illinois Gas and Electric
Company, an Illinois corporation, and any corporation
which shall succeed to the business of such corporation
and adopt the Plan pursuant to Article 13.
(6) Compensation. The total earnings paid in
cash to an Employee while the Employee is a Participant
in the Plan by one or more Employers, including any
amounts which would have been so paid but for elective
contributions made on behalf of a Participant pursuant
to Section 4.1(a) of the Plan, but excluding any
overtime payments or other forms of extra compensation,
such as supplemental pay and standby pay, and any
retroactive salary or wages paid to an Employee by an
Employer. Notwithstanding anything herein to the
contrary, an Employee's "compensation" (within the
meaning of section 415 of the Code) in excess of the
maximum dollar amount prescribed by section 401(a)(17)
of the Code (as adjusted for changes in the cost of
living pursuant to such section) shall not be taken
into account for any purpose under the Plan. For
purposes of applying this limit to the family unit of a
"highly compensated Employee" (as defined in Section
4.4(d)(4)), all members of the unit will be treated as
one Employee and the section 401(a)(17) limit will be
-2-
<PAGE>
allocated among all the members in proportion to their
amounts of compensation. For this purpose, a family unit of
a person includes that person, his or her spouse and his or
her lineal descendants who have not attained age 19 before
the end of the Plan Year.
(7) Disability. A medically determinable
physical or mental impairment which can be expected to
be either of indefinite duration or result in death and
which renders an individual unable to engage in any
substantial gainful employment. Such determination
shall be made by the Committee with the advice of
competent medical authority.
(8) Distributee. A person entitled to receive a
distribution under Article 8 or Article 9.
(9) Effective Date. The effective date of this
amendment and restatement of the Plan with respect to
an Employee's Employer, which in the case of the
Company and each other Employer participating in the
Plan on the date this amendment and restatement is
adopted is January 1, 1994, except where otherwise
indicated, and in the case of any other Employer shall
be the date designated by such Employer.
(10) Employee. An individual whose relationship
with an Employer is, under common law, that of an
employee.
(11) Employer. The Company and any other
corporation which shall, with the consent of the
Company, elect to participate in the Plan in the manner
described in Section 12.1 and any successor corpo-
ration which shall adopt the Plan pursuant to Article
13. If any such corporation shall withdraw from par-
ticipation in the Plan pursuant to Section 12.2, or
shall terminate its participation in the Plan pursuant
to Section 14.3, such corporation shall thereupon cease
to be an Employer.
(12) Entry Date. The first day of each calendar
month.
(13) ERISA. Employee Retirement Income Security
Act of 1974, as amended.
(14) Funds. The mutual funds, collective trusts,
separate accounts, direct investments or other
arrangements selected by the Committee, and the Company
Stock Fund, all of which Participants may elect for
investment of their Plan Accounts.
-3-
(15) Hours of Employment.
(a) In the case of an Employee who is
customarily employed on a full-time basis,
ten hours for each day for which he is enti-
tled to receive Compensation (including days
for which he receives Compensation without
rendering services such as paid holidays,
vacations, sick leave or disability leave).
(b) In the case of all other Employees,
each hour for which an Employee is entitled
to receive Compensation (including hours for
any period during which he receives Com-
pensation without rendering services such as
paid holidays, vacations, sick leave or dis-
ability leave).
The computation of Hours of Employment attributable to
periods for which records are inadequate shall be determined
under uniform rules adopted by the Committee in accordance
with Department of Labor regulations Section 2530.200b-2(b),
(c) and (f).
Any period of employment during which an Employee was
employed by Carter Resources, Inc., an Ohio corporation,
shall be taken into account for purposes of measuring such
Employee's Hours of Employment to the same extent it would
have been had such period of employment been employment by
an Employer.
Any period of employment during which an Employee was
employed by Medallion Petroleum, Inc., an Oklahoma
corporation, shall be taken into account for purposes of
measuring such Employee's Hours of Employment to the same
extent it would have been had such period of employment been
employment by an Employer.
Any period of employment during which an Employee was
employed by DKM Offshore Energy, Inc., a Texas corporation,
and any period of employment during which R. Cam Stiernberg
was employed by DKM Resources, Inc., a Delaware corporation,
shall be taken into account for purposes of measuring such
Employee's Hours of Employment to the same extent it would
have been had such period of employment been employment by
an Employer.
(16) Participant. An Employee who has satisfied
the requirements set forth in Article 3 and, to the
extent provided in Section 5.2(c), an Employee or
Retired Employee who has made a rollover contribution
to the Plan. An Employee shall cease to be a Partici-
pant upon termination of employment for whatever reason
-4-
except as provided in Article 3, unless such Employee
elects to defer the distribution of his benefits in
accordance with Section 8.2.
(17) Participant's Plan Account. The sum of the
values of a Participant's Fund accounts as determined
in accordance with the rules set forth in Article 7.
(18) Plan. The Plan herein set forth, as from
time to time amended.
(19) Plan Year. The accounting period of the
Company for federal income tax purposes.
(20) Regulations. Written promulgations of the
Department of Labor construing Title I of ERISA or the
Internal Revenue Service construing the Code.
(21) Second Effective Date. January 1, 1983.
(22) Trust. The Trust created by agreement be-
tween the Employers and the Trustee, as from time to
time amended.
(23) Trust Fund. All money and property of every
kind held by the Trustee under the Trust agreement.
(24) Trustee. The Trustee provided for in
Section 6.1, or any successor Trustee or, if there
shall be more than one Trustee acting at any time, all
of such Trustees collectively.
(25) Valuation Date. The close of business on
the sixth business day prior to the last business day
of each calendar month, or such other date or dates as
determined by the Committee in its discretion.
-5-
ARTICLE 3
PARTICIPATION
Section 3.1. Eligibility Requirements. Any Employee
shall be eligible to participate in the Plan as of the first
Entry Date following the satisfaction of the eligibility service
requirement. An Employee shall satisfy the eligibility service
requirement at the end of the 12-month period beginning on the
date of his employment or at the end of any subsequent Plan Year
(including the Plan Year which commences prior to the end of the
12-month period beginning on the date of his employment) if he
has completed 1,000 or more Hours of Employment in the preceding
12-month period. Notwithstanding the foregoing, any Employee who
on his date of hire is or subsequently becomes scheduled to work
as a regular full-time Employee shall be deemed to have satisfied
the eligibility service requirement as of his date of hire or the
date on which he becomes so scheduled, as the case may be.
Any Employee covered by a collective bargaining agree-
ment who is elected to an office in the local union or appointed
to an office in the International Brotherhood of Electrical
Workers and who is granted a leave of absence as a result of such
election or appointment shall continue to be eligible to partici-
pate in the Plan during such leave of absence.
If a Participant shall be transferred from one Employer
to another or from an Employer to an Affiliate, such transfer
-6-
shall not terminate the Participant's participation in the Plan,
and such Participant shall continue to participate in the Plan
until an event shall occur which would have terminated his
participation had he continued in the service of an Employer
until the occurrence of such event. Periods of service with an
Affiliate shall be taken into account only to the extent set
forth in Article 10.
Section 3.2. Election to Participate. An Employee who
is eligible to participate in the Plan as of the Effective Date
on which the Plan becomes effective with respect to such Employee
may become a Participant as of such Effective Date or as of any
subsequent Entry Date by filing a written election with his
Employer in the form prescribed by the Committee. Any other
Employee who is eligible to participate in the Plan may become a
Participant as of any Entry Date by filing a written election
with his Employer in the form prescribed by the Committee. In
the case of Employees electing to become Participants on any
Effective Date, such election must be filed prior to the date
prescribed by the Committee and communicated to all Employees
eligible to participate. In the case of all Employees electing
to become Participants on an Entry Date, such election must be
filed at least seven days prior to the Entry Date upon which
participation is to commence. Such election shall authorize the
Employer to deduct from the Employee's Compensation amounts
specified by the Employee pursuant to Section 4.1(a) and/or
Section 5.1(a) and shall designate what portion of such amounts
-7-
shall be invested in each Fund. Such election shall evidence the
Employee's acceptance of and agreement to all of the provisions
of the Plan and in the Company Stock Fund.
ARTICLE 4
EMPLOYER CONTRIBUTIONS
Section 4.1. Elective Contributions. (a) Election of
Elective Contribution. Subject to the limitations set forth in
Sections 4.3, 4.4, 4.5 and 7.7, each Employer shall contribute on
behalf of each Participant who is an Employee of such Employer an
amount equal to a whole percentage not more than 15% of such
Participant's Compensation as the Participant shall designate in
an election made pursuant to Section 3.2 for each payroll period.
The amount of the Participant's Compensation otherwise payable
for the period for which each such contribution is made shall be
reduced by the amount of such contribution by means of a payroll
deduction each pay period.
Notwithstanding the previous paragraph, if a
Participant's contribution for a payroll period is not an even
dollar amount, such contribution shall be rounded up to the next
full dollar amount. Elective contributions shall commence with
the first payroll period ending after participation commences.
Contributions shall be transferred by the Employer to the Trustee
in accordance with the provisions of Section 6.1 not less
frequently than monthly.
-8-
(b) Changes in Amount of Contributions. Elective
contributions shall continue in effect at the rate designated by
the Participant pursuant to Section 4.1(a) until the Participant
changes such designation. A Participant may change such
designation within the limitations prescribed in Section 4.1(a)
effective with respect to compensation paid on and after the
first day of any calendar month by giving notice of such change
through a telephone information system in accordance with the
written rules and conditions provided by the Committee, or by one
or more alternative methods in the form prescribed by the
Committee for such purpose, not later than the 20th day of the
immediately preceding calendar month (or such other date as
designated by the Committee).
(c) Suspension and Resumption of Contributions. Any
Participant may suspend his elective contributions effective with
respect to compensation paid on and after the first day of any
calendar month by giving notice of such change through a
telephone information system in accordance with the written rules
and conditions provided by the Committee, or by one or more
alternative methods in the form prescribed by the Committee for
such purpose, no later than the 20th day of the immediately
preceding calendar month (or such other date as designated by the
Committee). A Participant may suspend his elective contributions
either indefinitely or for any specified period. If a
Participant's elective contributions are suspended indefinitely,
-9-
<PAGE>
such contributions shall resume upon the Participant providing
notice of such resumption through a telephone information system
in accordance with the written rules and conditions provided by
the Committee, or by one or more alternative methods in the form
prescribed by the Committee for such purpose, no later than the
20th day of the calendar month before the first day of the
calendar month in which such contributions are to resume (or such
other date as designated by the Committee). If a Participant's
elective contributions are suspended for a specified period, such
contributions shall be resumed automatically as of the beginning
of the calendar month after the end of such specified period.
Section 4.2. Non-elective Contributions. Subject to
the limitations set forth in Section 4.4 and 4.5, each Employer
shall contribute for each Plan Year on behalf of each Participant
for whom an elective contribution is made pursuant to Section
4.1(a), and who has satisfied the eligibility service requirement
of Section 3.1 without regard to the last sentence of the first
paragraph of such Section, an additional contribution (i) from
the Second Effective Date through July 31, 1985, equal to the
lesser of (I) 50% of the amount of such contribution made
pursuant to Section 4.1(a) and (II) 3% of such Participant's
Compensation for the period for which the contribution is made,
(ii) from August 1, 1985 through July 31, 1988, equal to the
lesser of (I) 55% of the amount of such contribution made
pursuant to Section 4.1(a) and (II) 3.3% of such Participant's
Compensation for the period for which the contribution is made,
-10-
(iii) from August 1, 1988 through July 31, 1993, equal to the
lesser of (I) 60% of the amount of such contribution made
pursuant to Section 4.1(a) and (II) 3.6% of such Participant's
Compensation for the period for which the contribution is made,
and (iv) from August 1, 1993, equal to the lesser of (I) 65% of
the amount of such contribution made pursuant to Section 4.1(a)
and (II) 3.9% of such Participant's Compensation for the period
for which the contribution is made. The non-elective
contributions shall be delivered to the Trustee in accordance
with the provisions of Section 6.1 not less frequently than
monthly.
Section 4.3. $7,000 Annual Limit on Elective
Contributions. (a) General Rule. Notwithstanding the
provisions of Section 4.1(a), a Participant's elective
contributions made pursuant to Section 4.1(a) for any calendar
year shall not exceed $7,000 (as adjusted for cost-of-living
increases in accordance with section 415(d) of the Code).
(b) Distribution of Excess Elective Contributions. If
for any calendar year the aggregate of the (i) elective
contributions to this Plan and (ii) amounts contributed under
other plans or arrangements described in sections 401(k), 408(k)
or 403(b) of the Code will exceed the limit imposed by paragraph
(a) of this Section for the calendar year in which such
contributions were made ("excess elective contributions"), such
Participant shall, pursuant to such rules and at such time
-11-
following such calendar year as determined by the Committee, be
allowed to submit a written request that the excess elective
contributions plus any income allocable thereto be distributed to
him. The amount of excess elective contributions to be so
distributed shall be reduced by any contributions previously
distributed pursuant to Section 4.4(e)(1) with respect to such
Plan Year. The amount of any income allocable to such excess
elective contributions shall be determined pursuant to Treasury
Regulation section 1.402(g)-1(e)(5) and shall be determined with
respect to the Plan Year and the period of time between the end
of the Plan Year and the date such contributions are distributed
as set forth in such Regulation. Such adjusted amount of excess
elective contributions shall be distributed to the Participant no
later than the April 15 following the calendar year for which
such contributions were made. Notwithstanding the provisions of
this paragraph, any such excess elective contributions shall be
treated as "annual additions" for purposes of Section 7.7.
Section 4.4. Limits on Contributions for Highly
Compensated Employees. (a) Limits Imposed by Section 401(k)(3)
of the Code. Notwithstanding the provisions of Section 4.1(a),
if the elective contributions made pursuant to such Section for a
Plan Year shall fail to satisfy both of the tests set forth in
paragraphs (1) and (2) of this subsection, the adjustments
prescribed in paragraph (1) of Section 4.4(e) shall be made.
-12-
(1) The average deferral percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers does not exceed the product of
the average deferral percentage for the group consisting of
all other Participants multiplied by 1.25.
(2) The average deferral percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers (i) does not exceed the average
deferral percentage of the group consisting of all other
Participants by more than 2 percentage points, and (ii) does
not exceed the product of the average deferral percentage of
such group multiplied by 2.0.
(b) Limits Imposed by Section 401(m) of the Code.
Notwithstanding the provisions of Sections 4.2 and 5.1, if the
non-elective contributions and after-tax contributions made
pursuant to such Sections for a Plan Year shall fail to satisfy
both of the tests set forth in paragraphs (1) and (2) of this
section, the adjustments prescribed in paragraph (2) of Section
4.4(e) shall be made.
(1) The average contribution percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers does not exceed the product of
the average contribution percentage for the group consisting
of all other Participants multiplied by 1.25.
(2) The average contribution percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers (i) does not exceed the average
contribution percentage of the group consisting of all other
Participants by more than 2 percentage points, and (ii) does
not exceed the product of the average contribution
percentage of such group multiplied by 2.0.
(c) The Aggregate Limit on Contributions.
Notwithstanding anything herein to the contrary, if the elective
contributions, nonelective contributions and after-tax
-13-
contributions made pursuant to Sections 4.1(a), 4.2 and 5.1(a),
respectively, for a Plan Year shall fail to satisfy all of the
tests set forth in paragraphs (1), (2) and (3) of this
subsection, the adjustments prescribed in paragraph (3) of
Section 4.4(e) shall be made.
(1) The sum of the average deferral percentage (as
determined under paragraph (1) of Section 4.4(d) after
making the adjustments required by paragraph (1) of Section
4.4(e) for the Plan Year) and the average contribution
percentage (as determined under paragraph (2) of Section
4.4(d) after making the adjustments required by paragraph
(2) of Section 4.4(e) for the Plan Year) for the group
consisting of Participants who are highly compensated
Employees of all Employers does not exceed the aggregate
limit for such Plan Year.
(2) The average deferral percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers does not exceed the product of
the average deferral percentage for the group consisting of
all other Participants multiplied by 1.25.
(3) The average contribution percentage for the group
consisting of Participants who are highly compensated
Employees of all Employers does not exceed the product of
the average contribution percentage for the group consisting
of all other Participants multiplied by 1.25.
(d) Definitions. For purposes of this Section:
(1) the average deferral percentage for a group of
Participants for a Plan Year shall be the average of the
ratios, calculated separately for each Participant in such
group to the nearest one-hundredth of one percent, of the
elective contributions made pursuant to Section 4.1(a), and
in the Committee's sole discretion, to the extent permitted
under rules prescribed by the Secretary of the Treasury or
otherwise under the law, any part or all of the non-elective
contributions made pursuant to Section 4.2, during such year
for the benefit of such Participant to the total
Compensation for such Plan Year paid to such Participant;
(2) the average contribution percentage for a group of
Participants for a Plan Year shall be the average of the
ratios, calculated separately for each Participant in such
-14-
group to the nearest one-hundredth of one percent, of the
non-elective contributions made pursuant to Section 4.2 and
the after-tax contributions made pursuant to Section 5.1(a),
but not including non-elective contributions used in the
calculation of the average deferral percentage under the
preceding paragraph, during such year for the benefit of
such Participant to such Participant's compensation for such
Plan Year;
(3) the aggregate limit shall equal the greater of (i)
the sum of (A) 125% of the greater of (I) the average
deferral percentage for the group of Participants who are
not highly-compensated Employees, or (II) the average
contribution percentage for the group of Participants who
are not highly-compensated Employees plus (B) two percentage
points plus the lesser of (I) or (II) above, but not greater
than 200 percent of the lesser of (I) or (II) above or (ii)
the sum of (a) 125% of the lesser of (I) or (II) above plus
(b) two percentage points plus the greater of (I) or (II)
above, but not greater than 200 percent of the greater of
(I) or (II) above.
(4) "highly-compensated Employee" shall mean any
Employee who performs services in the determination year and
is in one or more of the following groups: (i) Employees
who were five percent owners as defined in Section
416(i)(1)(A)(iii) of the Code at any time during the
determination year or the look-back year, (ii) Employees
with compensation greater than $75,000 (adjusted for
increases in the cost of living as set forth in section
415(d) of the Code) during the look-back year (or during the
determination year if such Employee is a member of the group
of 100 Employees paid the greatest compensation during the
determination year), (iii) Employees who with respect to the
look-back year (or with respect to the determination year if
such Employee is a member of the group of 100 Employees paid
the greatest compensation during the determination year)
have compensation greater than $50,000 (adjusted for
increases in the cost of living as set forth in section
415(d) of the Code) and are in the top paid group, (iv)
Employees who with respect to the look-back year (or with
respect to the determination year if such Employee is a
member of the group of 100 Employees paid the greatest
compensation during the determination year) are officers (as
determined in accordance with section 416(i) of the Code) of
an Employer and who have compensation greater than 50% of
the dollar limit in effect under section 415(b)(1)(A) of the
Code with respect to such look-back (or determination) year,
and (v) any person who was an Employee who had a separation
year prior to the determination year and was a highly
compensated Employee as described in any of clauses (i)
through (iv) above for either (A) his separation year or (B)
any determination year ending on or after his attainment of
-15-
age 55. For purposes of determining whether a person is a
highly compensated Employee of an Employer with respect to a
Plan Year, the term "determination year" means the Plan Year
for which the determination is being made; the term "look-
back year" means the twelve-month period immediately
preceding the determination year; the term "top-paid group"
means the top 20% of employees of the Employer ranked on the
basis of compensation received during the year (provided
however that when determining the number of employees in
such group employees described in section 414(q)(8) of the
Code and Q&A 9(b) of Treasury Regulation section 1.414(q)-1T
are excluded); the number of officers is limited to 50 (or,
if less, the greater of 3 employees of the Employer and 10%
of all employees of the Employer) excluding those employees
who may be excluded in determining the top-paid group; when
no officer has compensation in excess of 50% of the dollar
limit in effect under section 415(b)(1)(A) of the Code, the
highest paid officer is a highly compensated Employee;
"compensation" means compensation within the meaning of
section 415(c)(3) of the Code, including elective or salary
reduction contributions to a cafeteria plan, cash or
deferred arrangement or tax-sheltered annuity; employers
aggregated under section 414(b), (c), (m) or (o) of the Code
are treated as a single employer; and "separation year"
means the determination year the employee separates from
service with the Employer.
(5) "compensation" shall have the meaning set forth in
section 414(s) of the Code or in the discretion of the
Committee, any other meaning in accordance with the Code for
these purposes;
(6) if this Plan and one or more other plans of an
Employer to which elective contributions, non-elective
contributions, after-tax contributions or qualified non-
elective contributions (as such term is defined in section
401(m)(4)(C) of the Code) are treated as one plan for
purposes of section 410(b) of the Code, such plans shall be
treated as one plan for purposes of this Section. If a
highly compensated Employee participates in this Plan and
one or more other plans of an Employer to which any such
contributions are made, all such contributions shall be
aggregated for purposes of this Section; and
(7) if any Participant is a 5% owner as defined in
section 416(i)(1)(A)(iii) of the Code or one of the ten most
highly compensated Employees of the Employer, then only one
deferral percentage and one contribution percentage shall be
determined with respect to the group of the Participant and
all other eligible family members with respect to such
Participant (who shall together with the Participant be
treated as one highly compensated Employee) as follows:
-16-
(A) the deferral percentage for such group shall
be the greater of (i) the deferral percentage
determined by combining the elective contributions,
non-elective contributions and compensation of all
group members who are highly compensated Employees and
(ii) the deferral percentage determined by combining
the elective contributions, non-elective contributions
and compensation of all group members, and
(B) the contribution percentage for such group
shall be the greater of (i) the contribution percentage
determined by combining the non-elective contributions,
after-tax contributions and compensation of all group
members who are highly compensated Employees and (ii)
the contribution percentage determined by combining the
non-elective contributions, after-tax contributions and
compensation of all group members.
For this purpose, family member means a spouse of the
Participant and the lineal ascendents and descendants (and
spouses of such ascendents and descendants) of any Employee
or former Employee.
(e) Adjustments to Accounts to Comply with Limits.
(1) Adjustments to Comply with Section 401(k)(3) of
the Code. The Committee shall cause to be made such periodic
computations as it shall deem necessary or appropriate to
determine whether either of the tests set forth in paragraph (1)
or (2) of Section 4.4(a) shall be satisfied during a Plan Year,
and, if it shall appear to the Committee that neither of such
tests shall be satisfied, the Committee shall take such steps as
it shall deem necessary or appropriate to adjust the elective
contributions made pursuant to Section 4.1(a) for all or a
portion of the remainder of such Plan Year on behalf of each
Participant who is a highly compensated Employee to the extent
necessary in order for one of such tests to be satisfied. If
after taking such steps the Committee determines that such
-17-
Participants may resume such contributions at levels permitted
prior to such adjustments, the Committee may allow such
Participants to resume such contribution levels. If after the
end of a Plan Year it is determined that regardless of any such
steps taken neither of the tests set forth in paragraph (1) or
(2) of Section 4.4(a) shall be satisfied with respect to such
Plan Year, the Committee shall calculate the maximum deferral
percentage permissible for Participants who are highly
compensated Employees under the tests set forth in paragraphs (1)
and (2) of Section 4.4(a) and reduce the elective contributions
made on behalf of each Participant who is a highly compensated
Employee and whose actual deferral percentage is the highest
until such actual deferral percentage equals the greater of (A)
such maximum deferral percentage and (B) the actual deferral
percentage of the highly compensated Employee with the next
highest actual deferral percentage. If further reductions are
necessary, then such contributions on behalf of each Participant
who is a highly compensated Employee and whose actual deferral
percentage, after the reduction described in the preceding
sentence, is the highest shall be reduced in accordance with the
previous sentence. Such reductions shall continue to be made to
the extent necessary so that the actual deferral percentage of
all Participants who are highly compensated Employees does not
exceed such maximum deferral percentage. The Committee shall
distribute no later than the last day of the subsequent Plan Year
to such Participant (I) the amount of such reductions plus any
income allocable thereto and (II) any corresponding non-elective
-18-
contributions related thereto plus any income allocable thereto.
The amount of elective contributions distributed shall be reduced
by any elective contributions previously distributed to such
Participant pursuant to Section 4.3 for such Plan Year. The
amount of any income distributed shall be determined pursuant to
Proposed Treasury Regulation Section 1.401(k)-1(f)(4) and shall
be determined with respect to the Plan Year and the period of
time beginning with the end of the Plan Year and ending with the
date the contributions are so distributed as set forth in such
Regulation. For purposes of this paragraph (1), (A) if a highly
compensated Employee's deferral percentage is determined pursuant
to Section 4.4(d)(7)(A)(ii), then the deferral percentage of the
group described in that Section is reduced as described above and
the excess contributions for that group shall be allocated among
the members of that group in proportion to the elective
contributions of each member, and (B) if a highly compensated
Employee's deferral percentage is determined pursuant to Section
4.4(d)(7)(A)(i), then the deferral percentage of the group
described in that Section is reduced as described above but not
below the deferral percentage of group members who are not highly
compensated Employees and excess contributions for that group are
determined by taking into account the contributions of the group
members who are highly compensated Employees and are allocated
among such members in proportion to their elective contributions,
and any necessary further reduction is to be made and
corresponding excess contributions are to be determined and
allocated in accordance with clause (A) of this sentence.
-19-
(2) Adjustments to Comply with Section 401(m) of the
Code. The Committee shall cause to be made such periodic
computations as it shall deem necessary or appropriate to
determine whether either of the tests set forth in paragraph (1)
or (2) of Section 4.4(b) shall be satisfied during a Plan Year,
and, if it shall appear to the Committee that neither of such
tests shall be satisfied, the Committee shall take such steps as
it shall deem necessary or appropriate to adjust the after-tax
contributions made pursuant to Section 5.1(a) and the non-
elective contributions made pursuant to Section 4.2 for all or a
portion of the remainder of such Plan Year on behalf of each
Participant who is a highly compensated Employee to the extent
necessary in order for one of such tests to be satisfied. If
after the end of a Plan Year it is determined that regardless of
any steps taken neither of the tests set forth in paragraph (1)
or (2) of Section 4.4(b) shall be satisfied with respect to such
Plan Year, the Committee shall calculate the maximum contribution
percentage permissible for Participants who are highly
compensated Employees under the tests set forth in paragraphs (1)
and (2) of Section 4.4(b) and reduce the after-tax contributions
made on behalf of each Participant who is a highly compensated
Employee in the manner described in paragraph (1) of this
subsection to the extent necessary to comply with Section 4.4(b).
If the adjustments required by this paragraph exceed the amount
of the after-tax contributions made on behalf of such
Participant, the non-elective contributions made on behalf of
each Participant who is a highly compensated Employee shall be
-20-
reduced in the manner described in paragraph (1) of this
subsection to the extent necessary to comply with Section 4.4(b).
The Committee shall distribute no later than the last day of the
subsequent Plan Year to such Participant the amount of such
reductions plus any income allocable thereto. The amount of any
such income shall be determined pursuant to Proposed Treasury
Regulation Section 1.401(m)-1(e)(3) and shall be determined with
respect to the Plan Year and period of time beginning with the
end of the Plan Year and ending with the date the contributions
are distributed as set forth in such Regulation. For purposes of
this paragraph (2), (A) if a highly compensated Employee's
contribution percentage is determined pursuant to Section
4.4(d)(7)(B)(ii), then the contribution percentage of the group
described in that Section is reduced as described above and the
excess contributions for that group shall be allocated among the
members of that group in proportion to the after-tax
contributions and, if applicable, non-elective contributions of
each member, and (B) if a highly compensated Employee's
contribution percentage is determined pursuant to Section
4.4(d)(7)(B)(i), then the contribution percentage of the group
described in that Section is reduced as described above but not
below the contribution percentage of group members who are not
highly compensated Employees and excess contributions for that
group are determined by taking into account the contributions of
the group members who are highly compensated Employees and are
allocated among such members in proportion to their after-tax
-21-
contributions and, if applicable, non-elective contributions, and
any necessary further reduction is to be made and corresponding
excess contributions are to be determined and allocated in
accordance with clause (A) of this sentence.
(3) Adjustments to Comply with the Aggregate Limit.
If, after making the adjustments and reductions required by
paragraphs (1) and (2) of this subsection for a Plan Year, the
Committee shall determine that none of the tests set forth in
paragraph (1), (2) or (3) of Section 4.4(c) shall be satisfied,
the Committee shall no later than the last day of the subsequent
Plan Year reduce the after-tax contributions made pursuant to
Section 5.1(a) for such Plan Year on behalf of each Participant
who is a highly compensated Employee to the extent necessary to
eliminate such excess. If the adjustments required by this
paragraph exceed the amount of the after-tax contributions made
on behalf of such Participant, (I) the elective contributions
made pursuant to Section 4.1(a) for such Plan Year on behalf of
such Participant who is a highly compensated Employee and (II)
any corresponding non-elective contributions related thereto
shall be reduced to the extent necessary to eliminate such
excess. Such reduction shall be effected by calculating the
maximum deferral percentage permissible for Participants who are
highly compensated Employees under the aggregate limit for such
Plan Year and reducing the after-tax contributions and, if
applicable, elective contributions (and corresponding nonelective
contributions) made on behalf of each Participant who is a highly
-22-
compensated Employee in the manner described in paragraph (1) of
this subsection.
Section 4.5. Limitation on Employer Contributions.
The aggregate elective and non-elective contributions of an
Employer pursuant to Sections 4.1(a) and 4.2 for any Plan Year
shall not exceed the maximum amount for which a deduction is
allowable to such Employer for federal income tax purposes for
the fiscal year of such Employer with or within which such Plan
Year ends on account of such contribution. If the amount which
an Employer would otherwise be required to contribute is limited
by the preceding sentence, the amount of the contribution by such
Employer otherwise required by Sections 4.1(a) and 4.2, after
giving effect to any limitation or refund required by Sections
4.3 and 4.4, shall be reduced by a like amount. The amount of
such reduction shall be applied ratably in reduction of the
amount otherwise required to be contributed for such Plan Year on
behalf of each Participant under Sections 4.1(a) and 4.2. The
amount of any reduction applicable to the contribution otherwise
required to be made on behalf of a Participant under Section
4.1(a) which has previously been applied in reduction of such
Participant's Compensation shall be paid to such Participant.
Any contribution made by an Employer by reason of a
good faith mistake of fact, or the portion of any contribution
made by an Employer which exceeds the maximum amount for which a
deduction is allowable to the employer for federal income tax
-23-
purposes by reason of a good faith mistake in determining the
maximum deductible amount, shall upon the request of such
Employer be returned by the Trustee to such Employer, and if any
such contribution was an elective contribution, the amount
thereof shall be paid by the Employer to the Participants on
whose behalf such contribution was made and included in the
Participants' compensation for federal income tax purposes for
the year of such payment. The Employer's request and the return
of any such contribution must be made within one year after such
contribution was mistakenly made or after the deduction of such
excess portion of such contribution was disallowed, as the case
may be. The amount to be returned to the Employer pursuant to
this paragraph shall be the excess of (i) the amount contributed
over (ii) the amount that would have been contributed had there
not been a mistake of fact or a mistake in determining the
maximum allowable deduction. Earnings attributable to the
mistaken contribution shall not be returned to the Employer, but
losses attributable thereto shall reduce the amount to be so
returned. If the return to the Employer of the amount
attributable to the mistaken contribution would cause the balance
of any Participant's Plan Account as of the date such amount is
to be returned (determined as if such date coincided with the
close of a Plan Year) to be reduced to less than what would have
been the balance of such account as of such date had the mistaken
amount not been contributed, the amount to be returned to the
Employer shall be limited so as to avoid such reduction.
-24-
Section 4.6. Vesting of Employer Contributions. All
contributions made on behalf of a Participant by an Employer
shall be non-forfeitable.
ARTICLE 5
EMPLOYEE CONTRIBUTIONS
Section 5.1. Employee Contributions. (a) Election of
Employee Contributions. Subject to the limitations set forth in
Sections 4.4 and 7.7, each Participant who is an Employee may
elect with respect to compensation paid on and after the first
day of any calendar month to contribute an amount equal to a
whole percentage not more than 15% of such Participant's
Compensation to the Plan on an after-tax basis ("after-tax
contributions"). Any such election shall be made by filing a
written application with the Participant's Employer in the form
prescribed by the Committee not later than the 20th day of the
calendar month (or such other date as designated by the
Committee) prior to the first day of the calendar month in which
such contributions are to commence. Such election shall
authorize the Participant's Employer to deduct after-tax
contributions from the Participant's Compensation in the amount
specified by the Participant and shall evidence the Participant's
acceptance of all the provisions of the Plan pertaining to such
after-tax contributions.
-25-
Notwithstanding the previous paragraph, if a
Participant's after-tax contributions for a payroll period is not
an even dollar amount, such contribution shall be rounded up to
the next full dollar amount. Contributions shall be transferred
by the Employer to the Trustee in accordance with the provisions
of Section 6.1 not less frequently than monthly.
(b) Changes in Amount of Contributions. After-tax
contributions shall continue in effect at the rate designated by
the Participant pursuant to Section 5.1(a) until the Participant
changes such designation. A Participant may change such
designation within the limitations prescribed in Section 5.1(a)
effective with respect to compensation paid on and after the
first day of any month by giving notice of such change through a
telephone information system in accordance with the written rules
and conditions provided by the Committee, or by one or more
alternative methods in the form prescribed by the Committee for
such purpose, not later than the 20th day of the month before the
first day of the calendar month in which such change is to be
effective (or such other date as designated by the Committee).
(c) Suspension and Resumption of Contributions. Any
Participant may suspend his after-tax contributions effective
with respect to compensation paid on and after the first day of
any calendar month by giving notice of such change through a
telephone information system in accordance with the written rules
and conditions provided by the Committee, or by one or more
-26-
alternative methods in the form prescribed by the Committee for
such purpose, no later than the 20th day of the calendar month
prior to the first day of the calendar month in which the
suspensions shall be effective (or such other date as designated
by the Committee). A participant may suspend his after-tax
contributions either indefinitely or for any specified period.
If a Participant's after-tax contributions are suspended indefi-
nitely, such contributions shall resume upon the Participant
providing notice of such resumption through a telephone
information system in accordance with the written rules and
conditions provided by the Committee, or by one or more
alternative methods in the form prescribed by the Committee for
such purpose, no later than the 20th day of the calendar month
before the first day of the calendar month on which such
contributions are to resume (or such other date as designated by
the Committee). If a Participant's after-tax contributions are
suspended for a specified period, such contributions shall be
resumed automatically as of the first day of the calendar month
after the end of such specified period.
Section 5.2. Rollover Contributions by Employees. (a)
Requirements for Rollover Contributions. If (i) an Employee or
retired Employee receives a distribution from the Iowa-Illinois
Gas and Electric Company Tax Reduction Act Stock Ownership Plan
("TRASOP") upon termination of such plan, or (ii) an Employee
whose employment with an Employer commences after October 22,
1987 receives, either before or after becoming an Employee, (I)
-27-
for distributions received prior to 1993, a "qualified total
distribution" (within the meaning of section 402(a)(5)(E)(i) of
the Code), or (II) for distributions received after 1992, an
"eligible rollover distribution" within the meaning of Section
402 of the Code, from an employees' trust described in section
401(a) of the Code which is exempt from tax under section 501(a)
of the Code or from a qualified annuity plan described in sec-
tion 403(a) of the Code, then such Employee or retired Employee
may contribute to the Plan an amount which does not exceed the
stock and cash, if any, distributed to him upon termination of
the TRASOP or the amount of such qualified total distribution or
eligible rollover distribution (including the proceeds from the
sale of any property received as a part of such qualified total
distribution or eligible rollover distribution) less the amount
considered contributed to such trust or annuity plan by such
Employee (determined by applying section 402(e)(4)(D)(i) of the
Code). If an Employee whose employment with an Employer
commences after October 22, 1987 receives, either before or after
becoming an Employee, a distribution or distributions from an
individual retirement account or individual retirement annuity
(within the meaning of section 408 of the Code) and (i) the
amount received represents the entire amount in such account or
the entire value of such annuity, and (ii) no amount in such
account or no part of the value of such annuity is attributable
to any source other than a qualified total distribution (within
the meaning of section 402(a)(5)(E)(i) of the Code) for amounts
distributed prior to 1993 or eligible rollover distribution for
-28-
amounts distributed after 1992 from an employees' trust described
in section 401(a) of the Code which is exempt from tax under
section 501(a) of the Code or an annuity plan described in
section 403(a) of the Code, and any earnings on such distribution
or distributions, then such Employee may contribute to the Plan
such distribution or distributions.
(b) Delivery of Rollover Contributions to Committee.
An Employee or retired Employee shall deliver any contribution
pursuant to this Section to the Committee and the Committee shall
deliver such contribution to the Trustee on or before the 60th
day after the day on which the Employee receives the distribution
or on or before such later date as may be prescribed by law.
Unless such contribution consists of stock or cash received by
the Employee or retired Employee upon the termination of the
TRASOP, it must be accompanied by (i) the Employee's written
certification that, to the best of his knowledge, the amount so
transferred meets the conditions specified in this Section and
(ii) a copy of any documents the Employee received advising him
of the amount and the character of such distribution. Unless
such contribution consists of stock and cash received by an
Employee or retired Employee upon termination of the TRASOP, the
full amount of such rollover contribution must be in cash.
Notwithstanding the foregoing, the Committee shall not accept a
contribution pursuant to this Section if in its judgment
accepting such contribution would cause the Plan to violate any
provision of the Code or relevant Treasury Regulations.
-29-
(c) Special Accounting and Distribution Rules for
Rollover Contributions. The Committee shall establish and
maintain, or cause to be established and maintained, for each
Employee or retired Employee who makes a contribution pursuant to
this Section a Rollover Account and the Employee's rollover
contribution shall be credited to such account as of the date on
which such contribution is delivered to the Trustee. If a
rollover contribution is made by an Employee or retired Employee
who is not otherwise a Participant, such Employee or retired
Employee shall be deemed to be a Participant for all purposes of
the Plan except for the purposes of the allocation of Employer
contributions provided for in Sections 4.1(a) and 4.2 and any
determination of when he becomes a Participant pursuant to
Articles 3 and 10.
(d) Investment of Rollover Contributions. All of an
Employee's rollover contribution pursuant to this Section shall
be invested as directed by the Employee. Notwithstanding the
foregoing, however, if an Employee's or retired Employee's
rollover contribution consists of stock or cash received by the
Employee or retired Employee upon termination of the TRASOP, all
of such contribution shall be invested initially in the Company
Stock Fund.
-30-
<PAGE>
ARTICLE 6
FUNDING OF PLAN AND INVESTMENT PROVISIONS
Section 6.1. Funding. The Employers shall create a
Trust by agreement with one or more Trustees for the purpose of
funding the benefits provided by the Plan. The Committee shall
approve and direct the Trustee to make available as investment
options to Participants such Funds as designated by the
Committee. The Company Stock Fund shall consist solely of shares
of the Company's common stock and cash to the extent such cash
cannot be invested in such shares. All Employee and Employer
contributions under the Plan shall be paid at the direction of
the Committee to the Trustee. The Trustee shall hold all monies
and other property received by it and invest and reinvest the
same, together with the income therefrom on behalf of the
Participants collectively in accordance with the provisions of
the Trust as the case may be. The Trustee shall make payments
from the Trust Fund to such person or persons and in such amounts
and at such times as the Committee shall direct in accordance
with the terms of Plan and the Trust. The Director of Human
Resources at the Company is the fiduciary responsible for
ensuring that (i) adequate procedures are established and
followed to maintain confidentiality with respect to Employees'
purchases, holdings and sales of securities under the Company
Stock Fund and Employees' exercises of voting, tender and similar
rights with respect to such Fund and (ii) a fiduciary independent
of the Employers is appointed to carry out activities with
-31-
respect to such Fund that the Company's Director of Human
Resources determines involve a potential for undue Employer
influence upon Employees with regard to the direct or indirect
exercise of shareholder rights.
Section 6.2. Investment of Contributions. Each
Participant shall, by written direction to the Committee,
designate any whole percentage of contributions made on his
behalf which shall be invested in each of the Funds. In the
absence of a Participant's specific designation, all
contributions will be invested in a fixed income fund or other
low-risk fund as selected by the Committee. The opportunity to
direct investments shall be offered to Participants in accordance
with Section 404(c) of ERISA, and as provided in such Section,
the fiduciaries for the Plan will not be liable for any losses
that are the direct and necessary result of investment directions
by Participants.
Section 6.3. Change of Investment Direction. Any in-
vestment direction given by a Participant pursuant to Section 6.2
shall continue in effect until changed by the Participant pursu-
ant to this Section. A Participant may change any such direction
effective with the first contribution made on behalf of such
Participant following the date on which the Participant gives
notice of such change through a telephone information system in
accordance with the written rules and conditions provided by the
Committee, or by one or more alternative methods in the form
-32-
prescribed by the Committee for such purpose, provided such
notice is given no later than the last business day prior to the
date on which such contribution is made (or such other date as
designated by the Committee). Any such change shall affect only
the investment of contributions made on his behalf which are made
subsequent to the effective date of the change.
Section 6.4. Transfers Between Investment Funds. A
Participant may direct that all or any part of the value of his
interest in any Fund be transferred to any other Fund as of any
business day, based on the values of the Funds established on
such business day, by giving notice through a telephone
information system in accordance with the written rules and
conditions provided by the Committee, or by one or more
alternative methods prescribed by the Committee for such purpose;
provided, however, that transfers to or from the Company Stock
Fund shall not be effective until five business days following
the date on which such notice of transfer is received by the
Committee unless otherwise designated. Any such transfer shall
be made from the accounts and subdivisions thereof in such Fund
to the respective accounts and subdivisions thereof in the other
Fund on a pro rata basis.
-33-
ARTICLE 7
PARTICIPANTS' ACCOUNTS
Section 7.1. Participant Accounts. (a) Establishment
of Accounts. The Committee shall establish and maintain or cause
to be established and maintained by such agent or agents as the
Committee may elect for this purpose separate accounts for each
Participant. The accounts of a Participant shall consist of (1)
an account established with respect to after-tax contributions
made pursuant to Section 5.1(a) which shall be referred to as the
"After-Tax Account", (2) an account established with respect to
elective contributions made pursuant to Section 4.1 which shall
be referred to as the "Before-Tax Account" and (3) an account
established with respect to contributions, if any, made pursuant
to Section 5.2 referred to as the "Rollover Account". Accounts
shall be further divided between Fund accounts, reflecting the
investment options the Participant has selected. After-Tax
Accounts shall be subdivided into an Employee Account, which
shall hold after-tax contributions made pursuant to Section
5.1(a) (including after-tax contributions made prior to the
Second Effective Date), and an Employer Account, which shall hold
the non-elective contributions made pursuant to Section 4.2.
(b) Crediting of Accounts. As of the last day of each
calendar month, or such earlier date as determined by the
Committee, the designated accounts of each Participant shall be
appropriately credited with the amount of his elective
-34-
contributions made pursuant to Section 4.1(a) or the reallocation
of his other accounts, if any, with respect to the current
calendar month, with any non-elective contributions made on his
behalf pursuant to Section 4.2 with respect to the current
calendar month and with the amount of his after-tax contributions
made pursuant to Section 5.1(a).
Section 7.2. Participating Units.
(a) The interests of Participants in any Fund shall be
measured by participating units in the particular Fund, the
number and value of which shall be determined as of each Valua-
tion Date as provided in the succeeding paragraph. Each partici-
pating unit shall have an equal beneficial interest in the Fund,
and none shall have priority or preference over any other.
(b) One participating unit, or fraction thereof, shall
be allocated to the Employer Account maintained for each Partici-
pant in each Fund for each dollar, or fraction thereof, contrib-
uted on behalf of such Participant by an Employer prior to the
first Valuation Date and allocated to such Fund in accordance
with the Participant's directions made pursuant to Section 6.2,
and one participating unit, or fraction thereof, shall be allo-
cated to the Employee Account maintained for each Participant in
each Fund for each dollar, or fraction thereof, contributed by
such Participant by means of payroll deductions prior to such
date and allocated to such Fund in accordance with the Partici-
-35-
pant's directions made pursuant to Section 6.2. As soon as
practicable after the first Valuation Date, the Committee shall
determine the value of each Fund as of such Valuation Date in the
manner prescribed in Section 7.3, and the value so determined
shall be divided by the total number of participating units
allocated to the Employer and Employee Accounts of such Fund
maintained for Participants in accordance with the preceding
sentence. The resulting quotient (carried out to at least four
decimal places) shall be the value of a participating unit in
such Fund as of such Valuation Date and shall constitute the
"price" of a participating unit in such Fund until the next
Valuation Date. Until such next Valuation Date, participating
units shall be allocated, at the price so determined, to the
appropriate Employer and Employee Accounts of Participants with
respect to moneys paid to the Trustee by them or on their behalf
and allocated to such accounts in accordance with the
Participant's directions pursuant to Section 6.2. The value of
each participating unit allocated to a Participant's Employer and
Employee Account and, after the Second Effective Date, each
Participant's Before-Tax Accounts and Rollover Accounts in each
Fund shall be redetermined in a similar manner as of each Valua-
tion Date, and such value shall be the price of participating
units allocated to Participant's Employer and Employee Accounts
and Before-Tax Accounts and Rollover Accounts in each Fund until
the next Valuation Date. Fractional units shall be calculated to
at least two decimal places.
-36-
(c) If a Participant shall direct, pursuant to
Section 6.4, that his interest in a Fund or any part thereof
shall be transferred to any other Fund or if a Participant's
interest in a Fund or any part thereof is distributed or
withdrawn, the number of participating units representing such
interest or portion thereof as of the applicable Valuation Date
shall be cancelled for purposes of any subsequent determination
of the number and value of participating units in such Fund.
(d) If the Committee shall so direct, the number of
participating units in a Fund shall be changed as of any Valua-
tion Date, and, in that event, the value of each participating
unit therein shall be proportionately changed.
Section 7.3. Valuation of Funds. The value of a Fund
as of any Valuation Date shall be the fair market value of all
assets (including any uninvested cash) held in the Fund as deter-
mined by the Trustee on the basis of such evidence and
information as deemed pertinent and reliable, reduced by the
amount of any accrued liabilities of the Fund on such Valuation
Date. The Trustee's determinations of fair market value shall be
conclusive and binding upon all parties. Non-elective
contributions due but not received by the Trustee on or before a
Valuation Date, elective contributions and after-tax
contributions which have been withdrawn from Participants'
Compensation but not received by the Trustee on or before a
Valuation Date, and any contribution received by the Committee
-37-
pursuant to Section 5.2(b) but not delivered to the Trustee on or
before a Valuation Date, which, when received, would be part of
the assets of a Fund, shall not be taken into account in valuing
such Fund.
Section 7.4. Valuation of Accounts.
(a) The value of a Participant's Before-Tax
Account in each Fund as of any Valuation Date shall be
the value of the participating units allocated or
allocable to such account as of such Valuation Date,
including the Company's common shares and any cash in
lieu of fractional shares allocated or allocable to
such account as of such Valuation Date, plus any
elective and non-elective contributions payable on his
behalf with respect to a period ending on or prior to
the Valuation Date but not yet paid to the Trustee on
such Valuation Date, and which, when paid, would be
allocable to such account.
(b) The value of a Participant's Employer and
Employee Accounts in each Fund as of any Valuation Date
shall be the value of the participating units allocated
or allocable to such account as of such Valuation Date,
including the Company's common shares and any cash in
lieu of fractional shares allocated or allocable to
such account as of such Valuation Date, plus any after-
tax contributions payable on his behalf with respect to
a period ending on or prior to the Valuation Date but
not yet paid to the Trustee on such Valuation Date, and
which, when paid, would be allocable to such account.
(c) The value of a Participant's Rollover Account
in each Fund as of any Valuation Date shall be the
value of the participating units allocated or allocable
to such account as of such Valuation Date, including
the Company's common shares and any cash in lieu of
fractional shares allocated or allocable to such
account as of such Valuation Date, plus any contri-
bution received by the Committee from the Participant
but not yet received by the Trustee on such Valuation
Date.
-38-
Section 7.5. Value of Plan Account. The value of a
Participant's Fund accounts as of any Valuation Date shall be the
sum of the values of the Participant's Employer and Employee
Accounts, his Before-Tax Account and his Rollover Account in each
such account, and the value of a Participant's Plan Account shall
be the sum of the values of the Participant's Fund accounts, all
determined as provided in the preceding Sections of this Article.
The value of a Participant's Plan Account as of any
given date other than a Valuation Date shall be the value deter-
mined pursuant to this Article on the first Valuation Date
following the date as of which such value is required.
Section 7.6. Committee to Furnish Quarterly Statements
of Value of Accounts. The Committee shall, not less frequently
than each full calendar quarter, deliver to each Participant a
statement setting forth the accounts of such Participant. Such
statement shall be deemed to have been accepted as correct unless
written notice of objections thereto is received by the Committee
or an Employer within 30 days after the mailing or delivery of
such statement to the Participant.
Section 7.7. Statutory Limitations on Allocations to
Accounts. Notwithstanding any other provision of this Plan, the
amounts credited to the accounts of each Participant for any Plan
Year shall be limited so that (i) the aggregate annual additions
for such Plan Year to the Participant's accounts in this Plan and
-39-
in all other defined contribution plans in which he is a
Participant shall not exceed the lesser of (A) $30,000 (adjusted
for increases in the cost of living as set forth in Regulations)
or (B) 25% of the Participant's Compensation for such Plan Year
and (ii) the sum of (A) and (B) below shall not exceed 1.0.
(A) The annual additions to the Participant's
accounts in the Plan and the aggregate annual additions
to the Participant's accounts in all other defined
contributions plans maintained by his Employer (deter-
mined as of the close of the Plan Year) divided by the
lesser of
(I) 125% of the maximum dollar amount
which under Section 415(c)(1)(A) of the Code
could have been contributed on behalf of the
Participant to a defined contribution plan,
and
(II) 35% of the Participant's annual
Compensation,
as determined separately for each of the Partici-
pant's years of service.
(B) The aggregate projected annual benefit of the
Participant under all defined benefit plans maintained
by his Employer (determined as of the close of the Plan
Year), divided by the lesser of
(I) 125% of the maximum dollar limita-
tion contained in Section 415(b)(1)(A) of the
Code as adjusted for increases in the cost of
living as set forth in Regulations, and
(II) 140% of the average of the Partic-
ipant's Compensation for the three consecu-
tive calendar years during which his Compen-
sation was the highest.
If the Committee so elects, in computing the
amounts described in clause (A) above for any Plan Year
after 1982, the divisors described in clauses (A)(I)
and (II) with respect to each Participant for each Plan
Year before 1983 shall be such divisors computed for
the 1982 Plan Year and multiplied by a fraction, the
numerator of which is the lesser of (W) $51,875 and (X)
-40-
35% of the Participant's Compensation for calendar year
1981, and the denominator of which is the lesser of (Y)
$41,500 and (Z) 25% of the Participant's Compensation for
such calendar year.
If either of the limitations set forth above would be exceeded by
the Employer's contribution on behalf of a Participant, the
amount of the after-tax contributions made pursuant to Section
5.1(a) shall be reduced to the extent necessary to comply with
such limitation. Any reductions in after-tax contributions shall
be paid to such participant as additional compensation. If
further reductions are necessary to satisfy the limitations set
forth above, the amount of the elective contributions made
pursuant to Section 4.1(a) and any corresponding non-elective
contributions made pursuant to Section 4.2 shall be reduced to
the extent necessary to comply with such limitation. If as a
result of reasonable error in estimating a Participant's annual
compensation or other limited facts and circumstances as
determined by the Commissioner of Internal Revenue, the annual
additions to a Participant's accounts exceed the limitations set
forth above for any Plan Year and the excess contributions cannot
be returned to the Employer or the Participant, the amount of
annual additions in excess of such limitations shall be held in a
segregated suspense account which shall be invested but shall not
be credited or debited with its own gains or losses and shall not
share in gains or losses of the Trust, and which shall be treated
in the succeeding Plan Year as an Employer contribution, thereby
reducing amounts actually contributed by the Employer for such
year. The balance, if any, in such suspense account shall be
-41-
returned to the Employer upon termination of the Plan only if the
allocation upon Plan termination of such amount to Participants
would cause all Participants to receive annual additions in
excess of the limitations of section 415 of the Code.
If the aggregate annual additions to a Participant's
accounts in the Plan and in all other defined contribution plans
maintained by his Employer for all Plan Years beginning before
January 1, 1976 exceed the amount of aggregate annual additions
which could have been made during such Plan Years had Section
415(c) of the Code applied to such Plan Years, the aggregate
annual additions for such Plan Years shall be deemed for purposes
of (A) above to be equal to the amount of aggregate annual addi-
tions which could have been made had Section 415(c) of the Code
applied.
If, in the case of a Participant who was participating
prior to October 3, 1973 in a defined benefit plan or plans main-
tained by his Employer, the number computed in (B) above exceeds
1.0 but (i) the aggregate annual benefit which will be payable on
retirement to such Participant under all defined benefit plans
maintained by his Employer does not exceed 100% of his annual
rate of Compensation of October 2, 1973 and (ii) such aggregate
annual benefit does not exceed the aggregate annual benefit which
would have been payable to such Participant on retirement if all
the terms and conditions of such defined benefit plan or plans
which were in existence on October 2, 1973 had remained the same
as on October 2, 1973 and such Participant's Compensation taken
-42-
into account for the purposes of such plans after October 2, 1973
had not exceeded his annual rate of Compensation on October 2,
1973, then, for purposes of the above, (B) shall equal .8.
The "annual additions" for a Plan Year to a Partici-
pant's accounts in the Plan or in any other defined contribution
plan is the sum during such Plan Year of
(i) the amount of Employer contributions allo-
cated to such Participant's accounts,
(ii) the amount of forfeitures allocated to such
Participant's accounts,
(iii) the amount allocated to any individual medical
benefit account (as defined in section 415(l) of the Code)
maintained on behalf of the Participant, and
(iv) the amount of contributions by the Participant to
such Plan but excluding any rollover contribution (within
the meaning of sections 402(a)(5), 403(a)(4), 408(d)(3) and
409(b)(3)(c) of the Code made to such Plan.
For purposes of this Section 7.7, the "limitation year"
shall be the Plan Year, the terms "defined contribution plan",
"defined benefit plan", "Compensation" and "year of service"
shall have the meanings set forth in section 415 of the Code and
the regulations promulgated thereunder, and a Participant's
Employer shall include entities which are members of the same
controlled group (within the meaning of section 414(b) of the
Code as modified by section 415(g) of the Code) or affiliated
service group (within the meaning of section 414(m) of the Code)
as the Company or under common control (within the meaning of
section 414(c) of the Code as modified by section 415(g) of the
Code) with the Company or such entities.
-43-
Section 7.8. Correction of Error. If it comes to the
attention of the Committee that an error has been made in any of
the allocations prescribed by this Article, appropriate ad-
justment shall be made to the accounts of all Participants and
Distributees which are affected by such error, except that no
adjustment need be made with respect to any Distributee whose
account has been distributed in full prior to the discovery of
such error.
ARTICLE 8
DISTRIBUTION OF BENEFITS
Section 8.1. Termination of Employment. Upon termina-
tion of a Participant's employment, the Participant or his
designated Beneficiary, as the case may be, shall be entitled to
receive the entire balance of his Plan Account, determined as of
the Valuation Date coincident with or immediately preceding the
date of distribution.
Section 8.2. Time and Manner of Distribution upon
Termination of Employment. (a) Manner of Distribution. Subject
to Section 8.2(c), any distribution to which a Participant
becomes entitled upon termination of employment pursuant to
Section 8.1 shall be made by the Trustee by payment of a lump
sum. Payment shall ordinarily be made in cash, except that a
Participant may, by giving the Committee 30 days' written notice
on a form prescribed by the Committee, receive all or part of the
-44-
<PAGE>
value of his Company Stock Accounts in whole shares of the
Company's common stock (together with cash in lieu of fractional
shares) having a fair market value, determined as of the
Valuation Date immediately preceding the date of distribution,
equal to such portion of his Company Stock Accounts.
(b) Time of Distribution. Subject to Section 8.2(c),
the payment of benefits under the Plan to a Participant or his
designated Beneficiary, as the case may be, shall be made as of
the Valuation Date chosen by the Participant. Notice of the date
selected by a Participant shall be in writing and delivered to
the Committee at least seven days prior to such date. A
Participant may change his elective distribution date by submit-
ting to the Committee a new signed written direction describing
the benefit due to the Participant and the date on which payment
of such benefit shall be made at least 30 days prior to the date
on which payment is to be made.
If the Participant shall die prior to the date of
distribution of benefits pursuant to this Section 8.2(b), the
payment shall be made to his Beneficiary within five years after
his death, except that if the Participant's Beneficiary is the
Participant's spouse, such payment may be deferred until the date
on which the Participant would have attained age 70-1/2 had he
survived. If the amount of the payment required to be made under
the terms of the Plan cannot be ascertained within five years
after the Participant's death, or if it is not possible to make
such payment by such date because the Committee, after reasonable
-45-
efforts, has been unable to locate the Participant or his desig-
nated Beneficiary, as the case may be, a payment retroactive to
such date may be made no later than 60 days after the earliest
date on which such amount can be ascertained or such Participant
or Beneficiary is located, as the case may be.
(c) Mandatory commencement at age 70-1/2. Any
provision of this Plan to the contrary notwithstanding,
distribution of a Participant's Account shall commence in
installments no later than the April 1 following the calendar
year in which the Participant attains age 70-1/2; provided,
however, that if an Employee attained age 70-1/2 prior to January
1, 1988 and was not a 5% owner (as defined in section
416(i)(1)(B)(i) of the Code) at any time during the Plan Year
ending with or within the calendar year in which the Employee
attained age 66-1/2 or any subsequent Plan Year, distribution of
such Participant's benefit may be made or commence on April 1 of
the calendar year following the later of the calendar year in
which the Participant attains age 70-1/2 or the calendar year in
which the Participant terminates employment. Such payments shall
be made each year in an amount equal to the minimum amount as
required by law. If a Participant fails to notify the Committee
that he wishes to have the amount of his required minimum
distribution determined based on the joint and last survivor
expectancy of the Participant and his Beneficiary, the
Participant's required minimum distribution shall be determined
based only on the Participant's life expectancy. Life expectancy
-46-
shall be determined without regard to the permissive
recalculation rule of section 401(a)(9)(D) of the Code.
(d) Distribution of small amounts; consent required
for certain distributions. Notwithstanding any provision of this
Plan to the contrary, if the value of a Participant's Account
equals $3,500 or less and has never at the time of any prior
distribution exceeded $3,500, such Account shall be distributed
in a single sum pursuant to this Section as soon as
administratively practicable following the Valuation Date
coincident with or next following the date on which the
Participant terminates employment. No distribution to a
Participant shall be made prior to the first Valuation Date
coincident with or next following the Participant's 65th birthday
unless the value of the Participant's total benefit under the
Plan is $3,500 or less or the Participant consents to such
distribution in writing. The Committee shall notify each
Participant whose Account balance exceeds (or ever exceeded)
$3,500 of his right to defer any distribution until age 65. If
the Participant fails to consent to a distribution which is
payable prior to the date on which such Participant attains age
65, then such Participant shall be deemed to have elected to
defer such payment until he attains age 65 (or such earlier date
as elected by such Participant).
Section 8.3. Death After Termination of Employment.
If a Participant dies after he has terminated his employment with
an Employer and before he has received a distribution of his Plan
-47-
account, then such Participant's designated Beneficiary shall be
entitled to receive that portion of the Participant's Plan Ac-
count which would have been distributed to the Participant but
for his death. Such distribution shall be further subject to the
terms and conditions of this Article 8.
Section 8.4. Designation of Beneficiary. Each
Participant shall have the right to designate a Beneficiary or
Beneficiaries to receive any distribution to be made under
Section 8.1 or Section 9.2 upon the death of such Participant or,
in the case of a Participant who dies subsequent to termination
of his employment but prior to the distribution of the entire
amount to which he is entitled under the Plan, any undistributed
balance to which such Participant would have been entitled,
provided, however, that no such designation shall be effective if
the Participant was married throughout the one-year period ending
on the date of the Participant's death unless such designation
was consented to at the time of such designation by the person
who was the Participant's spouse during such period, in writing,
acknowledging the effect of such consent and witnessed by a
notary public or a Plan representative, or it is established to
the satisfaction of the Committee that such consent could not be
obtained because the Participant's spouse cannot be located or
such other circumstances as may be prescribed in Regulations.
Except as restricted by the proviso in the foregoing sentence, a
Participant may from time to time, without the consent of any
Beneficiary, change or cancel any such designation. Such desig-
nation and each change therein shall be made in the form pre-
-48-
scribed by the Committee and shall be filed with the Committee.
If no Beneficiary has been named by a deceased Participant, or
the designated Beneficiary has predeceased the Participant, the
balance of the deceased Participant's Account shall be distrib-
uted by the Trustee at the direction of the Committee (a) to the
surviving spouse of such deceased Participant, if any, or (b) if
there shall be no surviving spouse, to the surviving children of
such deceased Participant, if any, in equal shares, or (c) if
there shall be no surviving spouse or surviving children, to the
executor or administrator of the estate of such deceased Partici-
pant or (d) if no executor or administrator shall have been
appointed for the estate of such deceased Participant within six
months following the date of the Participant's death, to the
person or persons who would be entitled under the intestate
succession laws of the state of the Participant's domicile to
receive the Participant's personal estate, in the proportions
provided in such laws. If within a period of three years follow-
ing the death or other termination of employment of any
Participant the Committee in the exercise of reasonable diligence
has been unable to locate the person or persons entitled to
benefits under this Article in respect of such Participant, the
rights of such person or persons shall be forfeited and the
Committee shall direct the Trustee to pay such benefit or
benefits to the person or persons next entitled thereto under the
succession prescribed by this Section.
Section 8.5. Direct Rollovers of Eligible Rollover
Distributions. (a) Application. This Section applies to
-49-
distributions made on or after January 1, 1993. Notwithstanding
any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this Section, a Distributee
may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan
specified by the Distributee in a direct rollover.
(b) Definitions.
(1) Eligible rollover distribution. An eligible
rollover distribution is any distribution of all or any
portion of the balance to the credit of the Distributee,
except that an eligible rollover distribution does not
include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the
Distributee and the Distributee's designated beneficiary, or
for a specified period of ten years or more; any
distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any
distribution that is not includible in gross income
(determined without regard to the exclusion for net
unrealized appreciation with respect to employer
securities).
(2) Eligible retirement plan. An eligible retirement
plan is an individual retirement account described in
section 408(a) of the Code, an individual retirement annuity
described in section 408(b) of the Code, an annuity plan
described in section 403(a) of the Code, or a qualified
trust described in section 401(a) of the Code, that accepts
the Distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to the
surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement
annuity.
(3) Distributee. A distributee includes an Employee
or former Employee. In addition, the Employee's or former
Employee's surviving spouse and the Employee's or former
Employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined
in section 414(p) of the Code, are distributees with regard
to the interest of the spouse or former spouse.
-50-
(4) Direct rollover. A direct rollover is a payment
by the Plan to the eligible retirement plan specified by the
Distributee.
(c) Timing of Distribution. If a distribution is one
to which sections 401(a)(11) and 417 of the Code do not
apply, such distribution may commence less than 30 days
after the notice required under section 1.411(a)-11(c) of
the Regulations is given, provided that:
(1) the Committee clearly informs the Participant that
the Participant has a right to a period of at least 30 days
after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable,
a particular distribution option), and
(2) the Participant, after receiving the notice,
affirmatively elects a distribution.
ARTICLE 9
WITHDRAWALS DURING EMPLOYMENT AND
LOANS TO PARTICIPANTS
Section 9.1. Withdrawals. Any Participant may, upon
seven days' prior written notice to the Committee on a form pre-
scribed by the Committee for such purpose, or by one or more
alternative methods prescribed by the Committee, withdraw an
amount not less than $300 nor more than the sum of the value,
determined as of the preceding Valuation Date, of (a) his
Employee Account, (b) his Employer Account, (c) his Rollover
Account, if any, and (d) subject to the limitations set forth in
Section 9.3, his Before-Tax Account. Amounts withdrawn from a
Participant's Employee Account shall be first from after-tax
contributions the Participant made prior to January 1, 1987, if
any. Any amount withdrawn in excess of his after-tax
contributions made prior to January 1, 1987 shall be from the
after-tax contributions made by the Participant after December
-51-
31, 1986, and part of the earnings attributable to such
contributions. The amount of the excess withdrawal considered to
be after-tax contributions made after December 31, 1986 shall be
the amount of the withdrawal not considered to be after-tax
contributions made before January 1, 1987 multiplied by a frac-
tion the numerator of which shall be the Participant's total
after-tax contributions made after December 31, 1986 and the
denominator of which shall be the portion of the Participant's
Employee Account attributable to after-tax contributions made
after December 31, 1986 and earnings thereon. To the extent the
Participant's withdrawal exceeds the total amount of his after-
tax contributions, amounts withdrawn shall be from earnings
credited to his Employee Account.
Withdrawals shall be made first from each Fund account
other than the Company Stock Account on a pro rata basis, and
then, if necessary, from the Company Stock Account.
Section 9.2. Distribution of Withdrawals. The distri-
bution of a withdrawal shall be made in a lump sum cash payment
at the time prescribed by the Committee but not later than 60
days after the Valuation Date of such withdrawal. In the event
of the death, prior to the Valuation Date of a withdrawal, of a
Participant who has elected to make a withdrawal, such withdrawal
shall be deemed revoked. In the event of the death of a Partici-
pant, who has elected to make a withdrawal, after the Valuation
Date with respect to the withdrawal but prior to the actual
distribution thereof, such distribution shall be made to such
-52-
Participant's Beneficiary by the same method as it would have
been made to the Participant but for his death.
Section 9.3. Limitations upon Withdrawals from Before-
Tax Accounts. Amounts may be withdrawn on seven days' prior
written notice from Participant's Before-Tax Account only if (i)
the Participant has attained the age of 59-1/2 or (ii) the Par-
ticipant demonstrates financial hardship. Financial hardship
will be deemed to exist only if distribution is necessary because
of immediate and heavy financial needs of the Participant. A
distribution based upon financial hardship cannot exceed the
amount equal to the lesser of (i) the sum of all elective contri-
butions made to the Plan pursuant to Section 4.1(a) and the
earnings attributable to such contributions as of December 31,
1988 plus all such contributions made to the Plan after December
31, 1988, and (ii) the amount required to meet the immediate
financial need created by the hardship, including any amounts
necessary to pay any federal, state or local income taxes or
penalties reasonably anticipated to result from such
distribution, and not reasonably available from other resources
of the Participant. For purposes of this Section 9.3, "immediate
and heavy financial need" shall mean (a) medical expenses
described in Section 213(d) of the Code incurred by the
Participant, his spouse or any of his dependents, (b) the
purchase (excluding mortgage payments) of the Participant's
principal residence, (c) the payment of tuition and related
educational fees for the next 12 months of post-secondary
education for the Participant, his spouse, his children or any of
-53-
his dependents, (d) the need to prevent the eviction of the
Participant from his principal residence, foreclosure on the
mortgage of the Participant's principal residence, or (e) any
other event deemed to be an immediate and heavy financial need by
the Committee or in revenue rulings, notices or other documents
of general applicability published by the Internal Revenue
Service.
In order to secure a distribution based on financial
hardship, a Participant must complete a withdrawal application in
the form prescribed by the Committee, which form must be sub-
mitted at least seven days prior to the requested date of with-
drawal. The Participant must state in such application the
precise nature of the financial hardship and the amount necessary
to meet the hardship and must represent, in writing, that the
financial hardship cannot be relieved (a) through reimbursement
or compensation by insurance or otherwise, (b) by a reasonable
liquidation of the Participant's assets or those of his spouse or
minor children (provided such assets are reasonably available to
the Participant), which liquidation would not itself cause imme-
diate and heavy financial need, (c) by cessation of contributions
pursuant to Article 4 of the Plan, (d) by obtaining distributions
or nontaxable loans from any plans maintained by his Employer or
(e) by borrowing from a commercial source on reasonable commer-
cial terms.
Section 9.4. Loans to Participants. (a) Making of
Loans. Subject to the restrictions set forth in this Section
9.4, the Committee shall establish a loan program whereby any
-54-
Participant who is an eligible Employee, and any former
Participant or Beneficiary of a deceased former Participant which
former Participant or Beneficiary is a "party in interest" as
defined in Section 3(14) of ERISA, who is determined by the
Committee to be creditworthy may borrow from his Before-Tax or
Rollover Account on the following terms and conditions:
(b) Restrictions.
(1) The Participant shall execute a loan
application on the form supplied by the Committee,
which must be submitted to the Committee at least seven
days prior to the proposed date of the loan or by one
or more alternative methods prescribed by the Committee
for such purpose. No loan will be made unless and
until the Committee approves the application.
(2) No loan will be made in an amount which shall
exceed the lesser of (i) 50% of the value of the
Participant's or Beneficiary's Accounts and (ii)
$50,000 reduced by the sum of the highest balance of
all loans from the Plan to the Participant or
Beneficiary outstanding at any one time during the
twelve month period preceding the day on which the loan
is to be made.
(3) The period of repayment of the loan shall be
arrived at by mutual agreement between the Committee
and the Participant or Beneficiary, but such period
shall not exceed five years from the date of the loan,
except that (1) if the purpose of the loan as
determined by the Committee is to acquire a dwelling
unit which is or within a reasonable period of time
will be the principal residence of the Participant,
then such period for repayment shall not exceed ten
years, and (2) if the original loan amount equals less
than $1,000 (not including the balance of any other
outstanding Plan loan), such period for repayment shall
not exceed one year. Such loan may be prepaid in whole
at any time without penalty.
(4) Each loan shall be evidenced by the
Participant's or Beneficiary's collateral promissory
note for the amount of the loan, with interest, payable
to the order of the Trustee, in substantially equal
installments (payable at least quarterly), and shall be
-55-
secured by an assignment of the Participant's or
Beneficiary's entire right, title and interest in and
to his Plan account.
(5) Each loan shall bear an interest rate
commensurate with the interest rates then being charged
by persons in the business of lending money within the
Company's service territory for loans which would be
made under similar circumstances.
(6) Failure to pay principal or interest when due
shall result in default.
(7) No distribution shall be made to a
Participant who has borrowed from the Plan, or to any
Beneficiary of such Participant, unless and until the
loan, including interest, has been repaid or satisfied
with funds otherwise distributable.
(8) The Participant or Beneficiary shall agree in
writing not to reduce the aggregate of the balances in
his Before-Tax and Rollover Accounts below an amount
equal to the outstanding principal balance of all loans
until all such loans, including interest, have been
repaid or satisfied with funds otherwise distributable.
(9) The Committee shall, in its discretion, charge as
an expense to the accounts of any Participant or Beneficiary
receiving a loan any reasonable administrative fee for
processing or annual maintenance of such loan.
If any loan or portion of a loan made to a Participant
under the Plan, together with the accrued interest thereon, is in
default, the Committee shall take appropriate steps to collect on
the note and foreclose on the security. On a Participant's
settlement date, any loan or portion of a loan made to him under
the Plan, together with the accrued interest thereon, shall be
charged to the Participant's Before-Tax Account after all other
adjustments required under the Plan, but before any distribution
pursuant to Article 8.
(c) Loan Subaccount. The Committee shall establish,
operate and maintain a loan subaccount for the receipt of amounts
-56-
transferred from a Participant's Before-Tax Account pursuant to
this Section. Appropriate accounting entries reflecting such
transfers shall be concurrent with the disbursement to the
Participant of amounts borrowed. Interest shall be allocated to
such Participant's Before-Tax Account in accordance with rules
promulgated by the Committee for this purpose.
ARTICLE 10
SPECIAL PARTICIPATION RULES RELATING
TO REEMPLOYMENT OF TERMINATED
EMPLOYEES AND EMPLOYMENT
BY RELATED ENTITIES
Section 10.1. Reemployment of an Employee Whose
Employment Terminated Prior to His Becoming a Participant. If an
Employee whose employment was terminated after he had satisfied
the eligibility service requirement set forth in Article 3 and
prior to his becoming a Participant is reemployed by an Employer,
he shall not be required to satisfy again such requirement and
shall be eligible to become a Participant as of the first Entry
Date following the date of his reemployment.
Section 10.2. Reemployment of a Terminated
Participant. If a terminated Participant is reemployed, he shall
not be required to satisfy again the eligibility service
requirement set forth in Article 3 and shall be eligible to
become a Participant as of the first Entry Date following the
date of his reemployment.
-57-
If such a terminated Participant is entitled to receive
a distribution from his Plan Account pursuant to Section 8.1,
such distribution shall be suspended. Any balance in the Partic-
ipant's Plan Account to which he was entitled under Section 8.1
shall remain as such and he shall be entitled to receive distri-
bution of such amount in accordance with Section 8.1 upon his
subsequent termination of employment.
Section 10.3. Employment by Related Entities. If a
person is employed by or a partner in an Affiliate then any
period of service shall be taken into account solely for the
purposes of determining whether and when such person is eligible
to participate in this Plan under Article 3, measuring such
person's years of service and determining when such person has
retired or otherwise terminated his employment for purposes of
Article 8 to the same extent it would have been had such period
of service for an Employer.
Section 10.4. Leased Employees. If a person who per-
formed services as a leased Employee (within the meaning of
Section 414(n)(2) of the Code) of an Employer or an Affiliate
becomes an Employee, or if an Employee becomes such a leased
Employee, then any period during which such services were so
performed shall be taken into account solely for the purposes of
determining whether and when such person is eligible to
participate in this Plan under Article 3, measuring such person's
years of service and determining when such person has retired or
otherwise terminated his employment for purposes of Article 8 to
-58-
the same extent it would have been had such service been as an
Employee. This section shall not apply to any period of service
during which such a leased Employee was covered by a Plan
described in section 414(n)(5) of the Code. A person shall not
be eligible to participate under this Plan solely as a result of
being a leased employee.
ARTICLE 11
ADMINISTRATION
Section 11.1. The Committee. (a) The board of
directors of the Company shall appoint a Committee consisting of
three or more members which shall be known as the Savings Plan
Committee and which shall be responsible for the administration
of the provisions of the Plan. The Committee shall be the
"administrator" of the Plan and a "named fiduciary" within the
meaning of such terms as used in ERISA. The board of directors
of the Company shall have the right at any time, with or without
cause, to remove any member or members of the Committee. A
member of the Committee may resign and his resignation shall be
effective upon delivery of his written resignation to the
Company. Upon the resignation, removal or failure or inability
for any reason of any member of the Committee to act hereunder,
the board of directors of the Company shall appoint a successor
member. All successor members of the Committee shall have all
the rights, privileges and duties of their predecessors, but
shall not be held accountable for the acts of their predecessors.
-59-
(b) Any member of the Committee may, but need not, be
an Employee or a director, officer or shareholder of any of the
Employers, and such status shall not disqualify him from taking
any action hereunder or render him accountable for any distribu-
tion or other material advantage received by him under the Plan,
provided that no member of the Committee who is a Participant
shall take part in any action of the Committee on any matter
involving solely his rights under the Plan.
(c) Promptly after the appointment of the original
members of the Committee and from time to time thereafter, and
promptly after the appointment of any successor member of the
Committee, the Trustee shall be notified as to the names of the
persons appointed as members or successor members of the
Committee by delivery to the Trustee of a certified copy of the
resolution of the board of directors of the Employer making such
appointment.
(d) The Committee shall have the duty and authority to
interpret and construe the Plan in regard to all questions of
eligibility, the status and rights of Participants, Distributees
and other persons under the Plan, and the manner, time, and
amount of payment of any distributions under the Plan. Each
Employer shall, from time to time, upon request of the Committee,
furnish to the Committee such data and information as the Commit-
tee shall require in the performance of its duties.
-60-
(e) The Committee shall direct the Trustee to make
payments of amounts to be distributed under Article 8 or Article
9.
(f) The Committee shall supervise the collection of
Participants' contributions and the delivery of such amounts to
the Trustee.
(g) The members of the Committee may allocate their
responsibilities among themselves and may designate any person,
partnership or corporation to carry out any of their responsi-
bilities. Any such allocation or designation shall be reduced to
writing and such writing shall be kept with the records of the
meetings of the Committee.
(h) The Committee may act at a meeting, or by writing
without a meeting, by the vote of assent of a majority of its
members. The Committee shall elect one of its members as secre-
tary and keep the Trustee advised of the identity of the member
holding that office. The secretary shall be the Plan's agent for
service of legal process, keep records of all meetings of the
Committee, and forward all necessary communications to the
Trustee. The Committee may adopt such rules and procedures as it
deems desirable for the conduct of its affairs and the adminis-
tration of the Plan, provided that any such rules and procedures
shall be consistent with the provisions of the Plan and ERISA.
-61-
(i) The members of the Committee, and each of them,
shall discharge their duties with respect to the Plan (i) solely
in the interest of the Participants and Beneficiaries, (ii) for
the exclusive purpose of providing benefits to Employees partici-
pating in the Plan and their Beneficiaries and of defraying
reasonable expenses of administering the Plan and (iii) with the
care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an enter-
prise of a like character and with like aims. The Employers
hereby jointly and severally indemnify the members of the Commit-
tee, and each of them, from the effects and consequences of their
acts, omissions and conduct in their official capacity, except to
the extent that such effects and consequences shall result from
their own willful misconduct.
(j) No member of the Committee shall receive any
compensation or fee for his services, unless otherwise agreed
between such member of the Committee and the Employers, but the
Employers shall reimburse the Committee members for any necessary
expenditures incurred in the discharge of their duties as Commit-
tee members.
(k) The Committee may employ such counsel (who may be
of counsel for any Employer) and agents and may arrange for such
clerical and other services as it may require in carrying out the
provisions of the Plan.
-62-
Section 11.2. Claims Procedure. If any Participant or
Distributee believes he is entitled to benefits in an amount
greater than those which he is receiving or has received, he may
file a claim with the secretary of the Committee. Such a claim
shall be in writing and state the nature of the claim, the facts
supporting the claim, the amount claimed, and the address of the
claimant. The secretary of the Committee shall review the claim
and, within a reasonable period of time after receipt of the
claim, give written notice by registered or certified mail to the
claimant of his decision with respect to the claim. Such notice
shall be written in a manner calculated to be understood by the
claimant and, if the claim is wholly or partially denied, set
forth the specific reasons for the denial, specific references to
the pertinent Plan provisions on which the denial is based, a
description of any additional material or information necessary
for the claimant to perfect the claim and an explanation of why
such material or information is necessary, and an explanation of
the claim review procedure under the Plan. The secretary shall
also advise the claimant that he or his duly authorized represen-
tative may request a review by the full Committee of the denial
by filing with the Committee, within sixty-five days after notice
of the denial has been received by the claimant, a written re-
quest for such review. The claimant shall be informed that he
may have reasonable access to pertinent documents and submit
comments in writing to the Committee within the same sixty-five
day period. If a request is so filed, review of the denial shall
be made by the full Committee within sixty days after receipt of
-63-
such request, and the claimant shall be given written notice of
the Committee's final decision. Such notice shall include
specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based and
shall be written in a manner calculated to be understood by the
claimant.
Section 11.3. Procedures for Domestic Relations
Orders. If the Committee receives written evidence of any
judgment, decree or order (including approval of a property
settlement agreement) pursuant to State domestic relations or
community property law relating to the provision of child
support, alimony or marital property rights of a spouse, former
spouse, child or other dependent of a Participant and purporting
to provide for the payment of all or a portion of the
Participant's account balance to or on behalf of one or more of
such persons (such judgment, decree or order being hereinafter
called a "domestic relations order"), the secretary of the
Committee shall promptly notify the Participant and each other
payee specified in such domestic relations order of its receipt
and of the following procedures. After receipt of a domestic
relations order, the secretary of the Committee shall determine
whether such order constitutes a "qualified domestic relations
order," as defined in paragraph (b) of Section 15.2, and shall
notify the Participant and each payee named in such order in
writing of its determination. Such notice shall be written in a
manner calculated to be understood by the parties and shall set
forth specific reasons for the secretary's determination, and
-64-
shall contain the explanation of the review procedure under the
Plan. The secretary of the Committee shall also advise each
party that he or his duly authorized representative may request a
review by the full Committee of the secretary's determination by
filing with the secretary of the Committee a written request for
such review. The secretary shall give each party affected by
such request notice of such request for review. Each party also
shall be informed that he may have reasonable access to pertinent
documents and submit comments in writing to the Committee in
connection with such request for review. Each party shall be
given written notice of the Committee's final determination,
which notice shall be written in a manner calculated to be
understood by the parties and shall include specific reasons for
such final determination. Prior to the issuance of regulations,
the Committee shall establish the time periods in which the
secretary's determination, a request for review thereof and the
review by the full Committee shall be made, provided that the
total of such time period shall not be longer than 18 months from
the date written evidence of a domestic relations order is
received by the Committee.
The duties of the secretary of the Committee under this
Section may be delegated by the Committee to one or more persons
other than the secretary.
Section 11.4. Notices to Participants, Etc. All
notices, reports and statements given, made, delivered or trans-
mitted to a Participant or any other person entitled to or claim-
ing benefits under the Plan shall be deemed to have been duly
-65-
given, made or transmitted when mailed by first class mail with
postage prepaid and addressed to the Participant or such person
at the address last appearing on the records of the Committee. A
Participant or other person may record any change of his address
from time to time by written notice filed with the Committee.
Section 11.5. Notice to Employers or Committee.
Written directions, notices and other communications from
Participants or any other person entitled to or claiming benefits
under the Plan to the Employers or the Committee shall be deemed
to have been duly given, made or transmitted either when
delivered to such location as shall be specified upon the forms
prescribed by the Committee for the giving of such directions,
notices and other communications or when mailed by first class
mail with postage prepaid and addressed to the addressee at the
address specified upon such forms.
Section 11.6. Records. The Committee shall keep a
record of all of its proceedings and shall keep or cause to be
kept all books of account, records and other data as may be
necessary or advisable in its judgment for the administration of
the Plan.
Section 11.7. Reports of Funds and Accounting to
Participants. The Committee shall keep on file, in such form as
it shall deem convenient and proper, all reports concerning the
Trust Fund received by it from the Trustee. The Committee shall,
as soon as possible after the close of each calendar quarter,
-66-
advise each Participant and Distributee of the balance credited
to his accounts as of the close of such calendar quarter pursuant
to Article 7 hereof.
ARTICLE 12
PARTICIPATION BY OTHER EMPLOYERS
Section 12.1. Adoption of Plan. With the consent of
the Company, any corporation may become a participating Employer
under the Plan by (a) taking such action as shall be necessary to
adopt the Plan, (b) filing with the Committee an original or a
duly certified copy of a resolution in which such corporation
adopts the Plan, (c) becoming a party to the Trust, and (d)
executing and delivering such instruments and taking such other
action as may be necessary or desirable to put the Plan into
effect with respect to such corporation.
Section 12.2. Withdrawal from Participation. Any Em-
ployer may withdraw from participating in the Plan at any time by
filing with the Committee a duly certified copy of a resolution
of its board of directors to that effect and giving notice of its
intended withdrawal to the Committee, the other Employers and the
Trustee prior to the effective date of withdrawal.
Section 12.3. Company as Agent for Employers. Each
corporation which shall become a participating Employer pursuant
to Section 12.1 or Article 13 by so doing shall be deemed to have
appointed the Company its agent to exercise on its behalf all of
-67-
the powers and authorities hereby conferred upon the Company by
the terms of the Plan, including, but not by way of limitation,
the power to amend and terminate the Plan. The authority of the
Company to act as such agent shall continue unless and until the
Employer withdraws from the Plan pursuant to Section 12.2.
ARTICLE 13
CONTINUANCE BY A SUCCESSOR
In the event that any Employer shall be reorganized by
way of merger, consolidation, transfer of assets or otherwise, so
that another corporation other than an Employer shall succeed to
all or substantially all of such Employer's business, such
successor corporation may be substituted for such Employer under
the Plan by adopting the Plan and becoming a party to the Trust
agreement. Contributions by such Employer shall be automatically
suspended from the Effective Date of any such reorganization
until the date upon which the substitution of such successor
corporation for the Employer under the Plan becomes effective.
If, within 90 days following the effective date of any such
reorganization, such successor corporation shall not have elected
to become a party to the Plan, or if the Employer shall adopt a
Plan of complete liquidation other than in connection with a
reorganization, the Plan shall be automatically terminated with
respect to Employees of such Employer as of the close of business
on the 90th day following the effective date of such reorganiza-
tion or as of the close of business on the date of adoption of
such Plan of complete liquidation, as the case may be, and the
-68-
Committee shall direct the Trustee to distribute the portion of
the Trust Fund applicable to such Employer in the manner provided
in Section 14.3.
ARTICLE 14
AMENDMENT, WITHDRAWAL AND TERMINATION
Section 14.1. Amendment. The Company may at any time
and from time to time amend or modify the Plan by (a) written
instrument duly adopted by the board of directors of the Company
or (b) designating to the Committee the right to amend the Plan
in whole or in part. Any such amendment or modification shall
become effective on such date as the Company (or the Committee,
as the case may be) shall determine and may apply to Participants
in the Plan at the time thereof as well as to future
Participants. The Company shall furnish a copy of any such
amendment to the Trustee and to all other Employers.
Section 14.2. Withdrawal. If an Employer shall
withdraw from the Plan under Section 12.2, the Committee shall
determine the portion of the Trust Fund held by the Trustee which
is credited to the accounts of Participants employed by such
Employer and direct the Trustee to segregate such portion in
separate Funds. Such separate Funds shall thereafter be held and
administered by the Trustee or another Trustee as a part of the
separate Plan of such Employer.
-69-
Section 14.3. Termination. Any Employer may at any
time terminate its participation in the Plan by resolution of its
board of directors to that effect. The Committee shall determine
the portion of the Trust Fund held by the Trustee which is
credited to the accounts of Participants and Distributees with
respect to whom the Plan is terminated and direct the Trustee to
distribute such portion by distributing the balance in any such
Participant's Plan Account in accordance with the terms and
conditions of Article 8 at the time when such distribution would
otherwise be made under the terms of Article 8 or within a
reasonable time after the Employer's termination of participating
in the Plan. A permanent suspension of contributions by an
Employer shall be deemed a termination of such Employer's
participation in the Plan for purposes of this Section.
If the Internal Revenue Service shall refuse to issue
an initial, favorable determination letter that the Plan as
adopted by an Employer meets the requirements of Section 401(a)
of the Code, the Employer may terminate its participation in the
Plan and the Committee shall direct the Trustee to pay and
deliver the portion of the Trust Fund credited to the accounts of
Participants and Distributees of such Employer, determined
pursuant to Section 14.2, to such Employer and such Employer
shall pay to Participants or their Beneficiaries the part of such
Employer's portion of the Funds as is attributable to
contributions made by Participants.
-70-
Section 14.4. Trust Fund to Be Applied Exclusively for
Participants and Their Beneficiaries. Subject only to the
provisions of the second paragraph of Section 14.3 and any other
provision of the Plan to the contrary notwithstanding, it shall
be impossible for any part of the Trust Fund to be used for or
diverted to any purpose not for the exclusive benefit of
Participants and their Beneficiaries either by operation or
termination of the Plan, power of amendment or other means.
ARTICLE 15
MISCELLANEOUS
Section 15.1. Expenses. All costs and expenses
incurred in administering the Plan, including the expenses of the
Committee, the fees and expenses of the Trustee, the fees of
counsel and any agents for the Committee or Trustee, and any
other administrative expenses shall be paid from the Trust Fund.
Section 15.2. Non-Assignability. (a) In General. It
is a condition of the Plan, and all rights of each Participant
and Distributee shall be subject thereto, that no right or
interest of any Participant or Distributee in the Plan shall be
assignable or transferable in whole or in part, either directly
or by operation of law or otherwise, including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge or
bankruptcy, but excluding devolution by death or mental incom-
petency, and no right or interest of any Participant or
Distributee in the Plan shall be liable for, or subject to, any
-71-
obligation or liability of such Participant or Distributee,
including claims for alimony or the support of any spouse.
(b) Exception for Qualified Domestic Relations Orders.
Notwithstanding any provision of the Plan to the contrary, if a
Participant's Account balance under the Plan, or any portion
thereof, shall be the subject of one or more qualified domestic
relations orders, as defined below, such Account balance or
portion thereof shall be paid to the person and at the time and
in the manner specified in any such order. For purposes of this
paragraph (b), "qualified domestic relations order" shall mean
any "domestic relations order" as defined in Section 11.3 which
creates (or recognizes the existence of) or assigns to a person
other than the Participant (an "alternate payee") rights to all
or a portion of the Participant's Account balance under the Plan,
and:
(A) clearly specifies
(i) the name and last known mailing
address (if any) of the Participant and each
alternate payee covered by such order,
(ii) the amount or percentage of the
Participant's benefits to be paid by the Plan
to each such alternate payee, or the manner
in which such amount or percentage is to be
determined,
(iii) the number of payments to, or
period of time for which, such order applies, and
(iv) each Plan to which such order
applies;
(B) does not require
(i) the Plan to provide any type or form
of benefit or any option not otherwise pro-
-72-
vided under the Plan at the time such order
is issued,
(ii) the Plan to provide increased bene-
fits (determined on the basis of actuarial
equivalence) and
(iii) the payment of benefits to an
alternate payee which at the time such order
is issued already are required to be paid to
a different alternate payee under a prior
qualified domestic relations order; and
(C) requires the commencement of payments to each
alternate payee either (i) after the earliest date as of
which payment of the Participant's account balance could
commence (I) if he terminated employment on his 50th
birthday or (II) following his termination of employment,
whichever shall first occur or (ii) as soon as
administratively practicable after the date the allocations
described in Article 7 are made as of the end of the month
during which such order is entered
all as determined by the Committee pursuant to the procedures
contained in Section 11.3. Any amounts subject to a domestic
relations order prior to determination of its status as a quali-
fied domestic relations order which but for such order would be
paid to the Participant shall be segregated in a separate account
or an escrow account pending such determination. If within 18
months of receipt of such order by the Committee, it is deter-
mined that a domestic relations order constitutes a qualified
domestic relations order, the amount so segregated (plus any
interest thereon) shall be paid to the alternate payee. If such
determination is not made within such 18-month period, then the
amount so segregated (plus any interest thereon) shall, as soon
as practicable after the end of such 18-month period, be paid to
the Participant. Any determination regarding the status of such
order after such 18-month period shall be applied only to pay-
-73-
ments made on or after the date of such determination.
Section 15.3. Employment Non-Contractual. The Plan
confers no right upon any Employee to continue in employment.
Section 15.4. Limitation of Rights. A Participant or
Distributee shall have no right, title or claim in or to any
specific asset of the Trust Fund, but shall have the right only
to distributions from the Trust Fund on the terms and conditions
herein provided.
Section 15.5. Merger or Consolidation with Another
Plan. A merger or consolidation with, or transfer of assets or
liabilities to, any other Plan shall not be effected unless the
terms of such merger, consolidation or transfer are such that
each Participant, Distributee, Beneficiary or other person
entitled to receive benefits from the Plan would if the Plan then
terminated receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the
benefit such person would have been entitled to receive
immediately before the merger, consolidation, or transfer if the
Plan had then terminated.
Section 15.6. Gender and Plurals. Wherever used in
the Plan, words in the masculine gender shall include masculine
or feminine gender, and, unless the context otherwise requires,
words in the singular shall include the plural, and words in the
plural shall include the singular.
-74-
<PAGE>
ARTICLE 16
TOP-HEAVY PLAN REQUIREMENTS
Section 16.1. Top-Heavy Plan Determination. If for
any Plan Year the aggregate of (a) the account balances under
this Plan and all other defined contribution plans in the
aggregation group (as defined below) and (b) the present value of
accrued benefits under all defined benefit plans in such
aggregation group of all Participants in such plans who are key
Employees (as defined in Section 416(i) of the Code) for such
Plan Year exceeds 60% of the aggregate of the account balances
and present value of accrued benefits of all participants in such
plans as of the determination date (as defined below), then this
Plan shall be a top-heavy Plan for such Plan Year, and the
requirements of Sections 16.2 and 16.3 shall be applicable for
such Plan Year as of the first day thereof. If the Plan shall be
a top-heavy Plan for any Plan Year and not be a top-heavy Plan
for any subsequent Plan Year, the requirements of this Article 17
shall not be applicable for such subsequent Plan Year.
The aggregation group shall consist of (a) each plan of
an Employer in which a key Employee is a participant, (b) each
other plan which enables such a plan to be qualified under sec-
tion 401(a) of the Code, and (c) any other plans of an Employer
which the Employer shall designate as part of the aggregation
group.
-75-
For the purpose of determining the accrued benefit or
account balance of a Participant, any person who received a
distribution from a plan in the aggregation group during the 5-
year period ending on the last day of the preceding Plan Year
shall be treated as a Participant in such plan, and any such
distribution shall be included in such Participant's account
balance or accrued benefit as the case may be. The determination
date for all plans in the aggregation group shall be the last day
of the preceding Plan Year, and the Valuation Date applicable to
a determination date shall be (i) in the case of a defined con-
tribution plan, the date as of which account balances are deter-
mined which is coincident with or immediately precedes the deter-
mination date, and (ii) in the case of a defined benefit plan,
the date as of which the most recent actuarial valuation for the
Plan Year which includes the determination date is prepared,
except that if any such plan specifies a different determination
or valuation date, such different date shall be used with respect
to such plan.
Section 16.2. Minimum Contribution for Top-Heavy
Years. Notwithstanding any provision of the Plan to the
contrary, the contributions on behalf of a Participant made
pursuant to Section 4.2 during any Plan Year shall in no event be
less than the lesser of (i) 3 percent of such Participant's
Compensation (as defined under section 415 of the Code) during
such Plan Year and (ii) the highest percentage at which
contributions are made on behalf of any key Employee (as defined
in section 416(i) of the Code) for such Plan Year. If during any
-76-
Plan Year for which this Section 16.2 is applicable a defined
benefit plan is included in the aggregate group and such defined
benefit plan is a top-heavy plan for such Plan Year, the
percentage set forth in clause (i) above shall be 5 percent. The
percentage referred to in clause (ii) shall be obtained by
dividing the aggregate of contributions made pursuant to Article
4 and pursuant to any other defined contribution plan which is
required to be included in the aggregation group (other than a
defined contribution plan which enables a defined benefit plan
which is required to be included in such group to be qualified
under section 401(a) of the Code) during the Plan Year on behalf
of such key Employee by such key Employee's Compensation for the
Plan Year.
Section 16.3. Special Rules for Applying Statutory
Limitations on Benefits. (a) In any Plan Year for which the
Plan is a top-heavy plan, clause (A)(I) of Section 7.7 shall be
applied by substituting "100%" for "125%" appearing therein,
unless, for any such Plan Year, (i) the percentage of account
balances of Participants who are key Employees determined under
Section 16.1 does not exceed 90% and (ii) Employer contributions
and forfeiture allocated to the accounts of Participants who are
not key Employees equals at least 4% of the Compensation (as
defined in Section 7.7) of each such Participant.
(b) In any Plan Year for which the Plan is a top-heavy
plan, clause (B)(I) of Section 7.7 shall be applied by
substituting "100%" for "125%" appearing therein unless for any
-77-
such Plan Year (i) the percentage of accrued benefits of
Participants who are key Employees does not exceed 90%, and (ii)
the minimum accrued benefit of each Participant under all defined
benefit plans in the aggregation group is at least 3% of his
average Compensation (determined under section 416(d) of the
Code) multiplied by each year of service after 1983, not in
excess of 10, for which such plans are top-heavy Plans.
(c) If in any Plan Year for which the Plan is a top-
heavy plan, a defined benefit plan is included in the aggregation
group and such defined benefit plan is a top-heavy plan for such
Plan Year, clauses (A)(I) and (B)(I) of Section 7.7 shall be
applied by substituting "100%" for "125%" appearing therein.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed by its duly authorized officer this
29th day of December, 1993.
IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
Keith M. Giger
By: Keith M. Giger, for the Savings Committee
Its Secretary and Treasurer
-78-
