As filed with the Securities and Exchange Commission on January 19, 1996
Registration Number 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ALLEGHANY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0283071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
375 Park Avenue
New York, New York 10152
(Address of Principal Executive Offices) (Zip Code)
CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT SHARING PLAN
(Full Title of Plan)
Robert M. Hart, Esq.
Senior Vice President, General Counsel
and Secretary
Alleghany Corporation
375 Park Avenue
New York, New York 10152
(212) 752-1356
(Name and address of agent for service)
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Copies to:
Linda E. Ransom, Esq.
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
(212) 632-3350
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<PAGE>
<PAGE>
CALCULATION OF REGISTRATION FEE
==============================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT
TITLE OF AMOUNT OFFERING AGGREGATE OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED (1) REGISTERED UNIT (2) PRICE (2) FEE
------------------------------------------------------------------------------
Common Stock,
par value $1.00
per share 15,000 $197.625 $2,964,375 $1,022.20
==============================================================================
(1) In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, this registration statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Estimated for the sole purpose of computing the registration
fee. Pursuant to Securities Act Rule 457(c), the proposed
maximum offering price per unit is calculated as the average
of the high and low prices, reported by the New York Stock
Exchange, Inc., of the common stock of the registrant as of
January 12, 1996.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission
by Alleghany (File No. 1-9371) are incorporated herein by
reference and made a part hereof:
(a) Alleghany's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994;
(b) Alleghany's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995; and
(c) the description of the Common Stock of Alleghany
contained in its Registration Statement on Form 10
filed pursuant to Section 12 of the Securities
Exchange Act of 1934 (the "Exchange Act"), which
incorporates by reference certain portions of
Alleghany's Proxy Statement dated November 26, 1986
relating to its Special Meeting of Stockholders
held on December 19, 1986; such description is
qualified in its entirety by reference to the
(i) Restated Certificate of Incorporation of
Alleghany, as amended, and (ii) By-Laws of
Alleghany, as amended, filed as Exhibits 3.1
and 3.2, respectively, to this Registration
Statement, and any amendment or report filed for
the purpose of updating that description.
All documents filed by Alleghany or the Chicago
Title and Trust Company Savings and Profit Sharing Plan (the
"CT&T Savings Plan") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-
effective amendment 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 to be part
hereof from the date of filing of such documents.
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The consolidated financial statements and financial
statement schedules of Alleghany and its subsidiaries
included in or incorporated by reference in Alleghany's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 have been incorporated herein by reference
in reliance upon the reports, also incorporated herein by
reference, of KPMG Peat Marwick LLP, independent certified
public accountants, given on their authority as experts in
auditing and accounting. Such reports refer to the adoption
by Alleghany of the provisions of Financial Accounting
Standards Board's Statements of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" and No. 109, "Accounting for
Income Taxes" at December 31, 1993 and in 1992, respectively.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Alleghany is a Delaware corporation. Chicago Title
and Trust Company ("CT&T") and The Chicago Trust Company
("TCTC") are Illinois corporations and may be deemed to be
controlling persons of the CT&T Savings Plan. Reference is
made to Section 145 of the Delaware General Corporation Law
as to indemnification by Alleghany of its officers and
directors and to Article 8, Section 8.75 of the Illinois
Business Corporation Act of 1983 as to indemnification by
CT&T and TCTC of their respective officers and directors.
The general effect of such laws is to empower a corporation
to indemnify any of its officers and directors against
certain expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the person to be indemnified in connection with
certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good
faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reason-
able cause to believe his conduct was unlawful.
Article Tenth of Alleghany's Restated Certificate
of Incorporation, as amended (which Restated Certificate of
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<PAGE>
Incorporation is incorporated by reference as Exhibit 3.1 to
this Registration Statement), provides for the
indemnification of Alleghany's officers and directors in
accordance with the Delaware General Corporation Law, and
includes, as permitted by the Delaware General Corporation
Law, certain limitations on the potential personal liability
of members of Alleghany's Board of Directors for monetary
damages as a result of actions taken in their capacity as
Board members. Article Six, Section 10 of CT&T's By-laws, as
revised to January 25, 1994, provides for the indemnification
of CT&T's officers and directors in accordance with the
Illinois Business Corporation Act of 1983. Article 5 of
TCTC's By-laws provides for the indemnification of TCTC's
officers and directors in accordance with the Illinois
Business Corporation Act of 1983.
The Chicago Title and Trust Company Savings and
Profit Sharing Trust (the "Trust Agreement") provides that to
the extent permitted by law, CT&T, TCTC, successor through
corporate reorganization to CT&T in its fiduciary capacity
(the "Trustee"), any of the Trustee's employees that serve on
the committee (the "Committee") which, with CT&T, jointly
administers the CT&T Savings Plan, the Trustee's directors
and officers, and any directors, officers and employees of
any employer participating in the CT&T Savings Plan (an
"Employer") shall not be personally liable for any act done
or omitted to be done in good faith in the administration of
the trust (the "Trust") created by the Trust Agreement or the
CT&T Savings Plan. The Trust Agreement further provides that
any employees of an Employer that serve on the Committee and
the directors and officers of any Employer shall be
indemnified and saved harmless from and against any and all
liability or claim of liability to which they may be
subjected by reason of any act done or omitted to be done in
good faith in connection with the administration of the CT&T
Savings Plan or the Trust, or the investment of the Trust
fund. The Trustee shall be indemnified and saved harmless by
the Employers with respect to liability or claim of liability
to which the Trustee may be subjected by reason of its good
faith compliance with any directions given in accordance with
the provisions of the CT&T Savings Plan or the provisions of
the Trust by an investment manager, the Committee, CT&T or
any person duly authorized by CT&T, or by reason of its
failure to take action with respect to any assets of the
Trust which are subject to investment direction from an
investment manager in the absence of direction.
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The directors and officers of Alleghany, CT&T and
TCTC are covered by insurance policies indemnifying them
against certain liabilities arising under the Securities Act,
which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
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<PAGE>
ITEM 8. EXHIBITS.
The documents listed hereunder are filed as
exhibits hereto.
Exhibit Number Description
-------------- -----------
3.1 Restated Certificate of Incorporation
of Alleghany, as amended by Amendment
accepted and received for filing by
the Secretary of State of the State
of Delaware on June 23, 1988, filed
as Exhibit 20 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988, is
incorporated herein by reference.
3.2 By-Laws of Alleghany as amended April
18, 1995, filed as Exhibit 3.1 to
Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31,
1995, are incorporated herein by
reference.
4.1 Chicago Title and Trust Company
Savings and Profit Sharing Plan as
amended January 19, 1996.
4.2 Chicago Title and Trust Company
Savings and Profit Sharing Trust as
amended January 18, 1996.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
23.1 Consent of Donovan Leisure Newton &
Irvine (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP
dated January 19, 1996.
24 Powers of Attorney.
II-5
<PAGE>
28 Information from reports furnished to
state regulatory authorities by
Underwriters Reinsurance Company and
Commercial Underwriters Insurance
Company, filed as Exhibit 28 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1994, is incorporated
herein by reference.
Alleghany will cause the CT&T Savings Plan, as
amended to date, to be submitted to the Internal Revenue
Service ("IRS") in a timely manner and will cause to be made
all changes required by the IRS in order to qualify such plan.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i)
-----------------
and (a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
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<PAGE>
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of
such issue.
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<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 New
York, State of New York, on the 19th day of January, 1996.
ALLEGHANY CORPORATION
By: /s/ John J. Burns, Jr.
-------------------------------
John J. Burns, Jr.
President
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates
indicated.
Date: January 19, 1996 By: /s/ John J. Burns, Jr.
--------------------------------
John J. Burns, Jr.
President and Director
(principal executive
officer)
Date: January 19, 1996 By: /s/ Dan R. Carmichael*
--------------------------------
Dan R. Carmichael
Director
Date: January 19, 1996 By: /s/ David B. Cuming
--------------------------------
David B. Cuming
Senior Vice President
(principal financial
officer)
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Date: January 19, 1996 By: /s/ Allan P. Kirby, Jr.*
--------------------------------
Allan P. Kirby, Jr.
Director
Date: January 19, 1996 By: /s/ F.M. Kirby*
--------------------------------
F.M. Kirby
Chairman of the Board
and Director
Date: January 19, 1996 By: /s/ William K. Lavin*
--------------------------------
William K. Lavin
Director
Date: January 19, 1996 By: /s/ Peter R. Sismondo
--------------------------------
Peter R. Sismondo
Vice President,
Controller, Treasurer
and Assistant Secretary
(principal accounting
officer)
Date: January 19, 1996 By: /s/ John E. Tobin*
--------------------------------
John E. Tobin
Director
Date: January 19, 1996 By: /s/ James F. Will*
--------------------------------
James F. Will
Director
Date: January 19, 1996 By: /s/ Paul F. Woodberry*
--------------------------------
Paul F. Woodberry
Director
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<PAGE>
Date: January 19, 1996 By: /s/ S. Arnold Zimmerman*
--------------------------------
S. Arnold Zimmerman
Director
*By: /s/ John J. Burns, Jr.
-------------------------
John J. Burns, Jr.
Attorney-in-Fact
<PAGE>
The Plan. Pursuant to the requirements of the
Securities Act of 1933, the trustee of the CT&T Savings Plan has
duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois on the 19th day of January,
1996.
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING PLAN
By: /s/ Thomas J. Adams
--------------------------------
Thomas J. Adams
Secretary,
The Chicago Trust Company
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<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
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3.1 Restated Certificate of Incorporation
of Alleghany, as amended by Amendment
accepted and received for filing by
the Secretary of State of the State
of Delaware on June 23, 1988, filed
as Exhibit 20 to Alleghany's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1988, is
incorporated herein by reference.
3.2 By-Laws of Alleghany as amended April
18, 1995, filed as Exhibit 3.1 to
Alleghany's Quarterly Report on Form
10-Q for the quarter ended March 31,
1995, are incorporated herein by
reference.
4.1 Chicago Title and Trust Company
Savings and Profit Sharing Plan as
amended January 19, 1996.
4.2 Chicago Title and Trust Company
Savings and Profit Sharing Trust as
amended January 18, 1996.
5 Opinion and Consent of Donovan
Leisure Newton & Irvine.
23.1 Consent of Donovan Leisure Newton &
Irvine (included in Exhibit 5
hereto).
23.2 Consent of KPMG Peat Marwick LLP
dated January 19, 1996.
24 Powers of Attorney.
<PAGE>
28 Information from reports furnished to
state regulatory authorities by
Underwriters Reinsurance Company and
Commercial Underwriters Insurance
Company, filed as Exhibit 28 to
Alleghany's Annual Report on
Form 10-K for the year ended
December 31, 1994, is incorporated
herein by reference.
Exhibit 4.1
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING PLAN
AS AMENDED AND RESTATED THROUGH AUGUST 15 1992
<PAGE>
08/15/92
<PAGE>
ARTICLE ONE
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HISTORY OF PLAN
---------------
1.1 Restatement of Plan. Chicago Title and Trust Company
-------------------
(the "Company") hereby establishes as of June 26, 1985,
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "Plan").
The current restatement of the Plan as of August 15,
1992 reflects the original restatement of the Lincoln
National Corporation Employees Savings and Profit-
Sharing Plan as applied to the Company and its
affiliated companies as well as various amendments
arising from corporate acquisitions and the merger of
other plans.
1.2 Merger of Prior Plan. Effective June 26, 1985 the
--------------------
Chicago Title and Trust Company Employees Savings and
Investment Plan, a frozen thrift plan, shall be merged
into the Plan and administered in accordance with
Article 15.
1.3 Legal Compliance. It is intended that the Plan and the
----------------
Trust established pursuant to the Plan meet the
requirements of the Employee Retirement Income Act of
1974 and other laws applicable to tax qualified benefit
plans and be qualified and maintained tax-exempt under
Sections 401(a) and 501(a) of the Internal Revenue Code
as amended from time to time.
ARTICLE TWO
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DEFINITIONS
-----------
For purposes of this Plan, the following definitions shall
apply:
2.1 "Board" means the Board of Directors of the Company.
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08/15/92
2.2 "Code" means the Internal Revenue Code of 1986, as
amended from time to time together with applicable
regulations promulgated under the Code.
2.3 "Committee" means the Chicago Title and Trust Company
Benefits Administration Committee and "Policy
Committee" means the Chicago Title and Trust Company
Benefits Policy Committee.
2.4 "Company" means Chicago Title and Trust Company in its
individual capacity.
2.5 "Compensation" means a participant's annual base salary
for a salaried employee or an equivalent for an hourly
employee from an Employer for services rendered as an
employee exclusive of bonuses, incentive compensation
and overtime pay. The total amount of Compensation
taken into account for any Plan Year beginning on or
after January 1, 1989 shall be limited to $200,000 (or
such greater amount as determined by the Secretary of
the Treasury under Section 401(a)(17) of the Code).
2.6 "Employee" means a person employed by an Employer. Any
person who is a Leased Employee of an Employer shall
not be eligible to participate in the Plan.
2.7 "Employer" means the Company and any Related Companies
which are authorized by the Board to adopt the Plan.
2.8 "ERISA" means the Employment Retirement Income Security
Act of 1974 as amended from time to time together with
any regulations promulgated under the Act.
2.9 "Hour of Service" with respect to an Employee means
each hour:
(a) For which the employee is directly or indirectly
compensated by, or entitled to compensation for
the performance of duties from an Employer;
(b) For which back pay, irrespective of mitigation of
damages, has been awarded or agreed to by an
Employer; and
(c) For which the employee is paid or entitled to
payment by an Employer, but during which no duties
are performed due to vacation, holiday, illness,
incapacity (including disability), layoff, jury
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08/15/92
duty, military duty or leave of absence; provided,
however, that no credit shall be given for periods
for which payment is made solely to comply with
workers' compensation or unemployment compensation
of disability insurance laws or for payments which
solely reimburse an Employee for medical or
medically related expenses incurred by the
Employee;
(d) The number of hours for which an Employee is paid
or entitled to payment by the Company for reasons
described in paragraphs (a) through (c) of this
Section 2.9 (or the number of hours to which an
award of or agreement to pay back pay for a period
described under such paragraph applies) shall be
determined in accordance with regulations
prescribed by the Secretary of Labor;
(e) The computation period to which Hours of Service
described in paragraphs (b) or (c) are credited
shall be determined in accordance with regulations
prescribed by the Secretary of Labor.
2.10 "Leased Employee" means any person who is not an
employee of an Employer, but who has provided services
to an Employer of a type which have historically
(within the business field of the Employer) been
provided by employees on a substantially full-time
basis for a period of at least one year pursuant to an
agreement between the Employer and the leasing
organization, The period during which a leased employee
performs services for the Employer shall be taken into
account for purposes of Section 4.2 unless:
(a) such Leased Employee is a participant in a money
purchase pension plan maintained by the leasing
organization which provides a non-integrated
employer contribution rate of at least 10 percent
of compensation, immediate participation for all
employees and full and immediate vesting, and
(b) Leased Employees do not constitute more than 20
percent of the Employer's non-highly compensated
workforce.
2.11 "LNC" and "LNC Plan" means Lincoln National Corporation
and the Lincoln National Corporation Employees Savings
and Profit Sharing Plan, respectively.
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08/15/92
2.12 "Plan" means the Chicago Title and Trust Company
Savings and Profit Sharing Plan as set forth in this
instrument and as amended from time to time.
2.13 "Plan Year" means a calendar year.
2.14 "Plan Sponsor" means the Company.
2.15 "Prior CT&T Plan" means the Chicago Title and Trust
Company Employees Savings and Investment Plan,
discontinued effective April 1, 1984 and merged into
this Plan.
2.16 "Related Company" means with respect to any Employer,
any corporation, trade or business, during any period
that it is along with that Employer, a member of a
controlled group of corporations, or a controlled group
of trades or businesses as described in Sections 414(b)
and (c) respectively of the Code. A Related Company
shall also include any organization (whether or not
incorporated) which is a member of an affiliated
service group as defined in Section 414(m) of the Code
which includes an Employer, and any other entity
required to be aggregated with an Employer pursuant to
regulations under Section 414(o) of the Code.
2.17 "Trust" means the relationship established between the
Company and the Trustee under the Trust Agreement
providing for the management and investment of plan
assets.
2.18 "Trustee" means Chicago Title and Trust Company in its
fiduciary capacity and any co-trustee or successor
fiduciary.
2.19 "Vesting Service" means the service of a participant as
calculated in accordance with Article Four.
2.20 "Valuation Date" means the last day of each calendar
quarter and any other date specified by the Company for
valuation of Fund assets.
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08/15/92
ARTICLE THREE
-------------
ELIGIBILITY AND ENROLLMENT
--------------------------
3.1 Eligibility. As of the Plan Year commencing with 1992
-----------
any employee of an Employer will become eligible to
participate in the Plan as follows:
A. If such employee has attained age 21 at the
commencement of his employment, the employee will
be eligible to participate in the Plan on the
first full pay period following employment; and
B. If such employee has not attained age 21 at the
commencement of his employment, he will be
eligible to participate in the Plan on the date of
the first full pay period following obtainment of
age 21.
3.2 Participation Not a Contract of Employment. The Plan
------------------------------------------
and an employee's participation in the Plan, does not
constitute a contract of employment and affords the
participant no right or guarantee of continued
employment by an Employer or any right of future
accrual of benefits.
ARTICLE FOUR
------------
VESTING SERVICE
---------------
4.1 Prior Service. For periods of employment prior to
-------------
January 1, 1991, an employee shall be credited with the
Vesting Service determined under the Plan as in effect
immediately preceding January 1, 1991 and as recorded
in the records of the Company as of December 31, 1990.
4.2 Accrual. For the Plan Year commencing January 1, 1991,
-------
and each Plan Year thereafter, an employee shall accrue
one year of Vesting Service for each Plan Year in which
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08/15/92
the employee has 1,000 or more Hours of Service with an
Employer.
4.3 Reemployment. If an employee terminates employment and
------------
is later reemployed by an Employer, such employee will
again become eligible to participate upon reemployment
and prior Vesting Service of the employee shall be
reinstated as of the date of reemployment.
4.4 Related Company. Each Employer shall recognize the
---------------
Vesting Service of an employee accrued while in the
employment of a Related Company. Each Employer, in its
sole discretion, may recognize as Vesting Service an
employee's service with a Related Company during
periods prior to the time the entity became a Related
Company under the Plan.
4.5 Authority of Committee. In furtherance and not in
----------------------
derogation of any rights afforded to an employee under
the Plan, the Committee may adopt such rules uniformly
applicable to all employees similarly situated as it
deems advisable for purposes of Plan administration
including, but not limited to, service accrued during
leaves of absence, paternity and maternity leave,
illness and service in the armed forces. In no event
shall an employee's absence from service while on
maternity or paternity leave in accordance with Company
policy be deemed a termination of employment under the
Plan or otherwise force a distribution of account
balances.
ARTICLE FIVE
------------
BEFORE-TAX CONTRIBUTIONS
------------------------
5.1 Amount of Before-Tax Contribution. A participant may
---------------------------------
elect to make a before-tax contribution to the Plan as
of any payroll date in any whole percentage of
Compensation, with a minimum contribution of one
percent and a maximum contribution of thirteen percent.
For Plan Years beginning on and after January 1, 1987,
no participant may elect to make a before-tax
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08/15/92
contribution in the aggregate for any such Year in
excess of $7,000 (or such greater amount as determined
pursuant to Section 402(g)(5) of the Code). When an
employee election is made, the Employer shall reduce
the participant's Compensation actually paid for
services rendered by the appropriate amount, note
payroll records accordingly and remit such amount to
the Plan Trustee, To the extent a participant makes
contributions to the Plan in excess of the limit under
Section 402(g)(5) of the Code, such excess amount (and
the income allocable to such excess) shall be refunded
to the participant as soon as administratively possible
but not later than April 15 of the Plan Year following
the Plan Year for which such contributions were made,
as provided in rules adopted by the Committee and in
the manner and within the time required under Section
402(g) of the Code and the regulations thereunder.
5.2 Pre-condition. Any before-tax contribution of a
-------------
'highly compensated participant' (as defined in Section
5.9) will be limited to amounts permitted under Section
5.8 of the Plan.
5.3 Matching Employer Contributions. Employee before-tax
-------------------------------
contributions of at least one percent, but not
exceeding six percent of Compensation shall be eligible
for matching Employer contributions as provided in
Article 7; provided that, employee before-tax
contributions in excess of six percent of compensation
shall be recharacterized as having been made at a
constant six percent rate in determining the
availability of matching Employer contributions.
5.4 Payment of Before-Tax Contributions. Before-tax
----------------------------------
contributions shall be paid by an Employer to the
Trustee as soon as administratively convenient after
the date such Compensation would have been paid to the
participant.
5.5 Effective Date. A participant may initiate or change
--------------
the amount of before-tax contributions effective for
the first payroll period falling within the next
calendar quarter.
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08/15/92
5.6 Suspension of Contributions. A participant may elect
---------------------------
to suspend before-tax contributions as of any payroll
date and each suspension shall remain effective until
the participant makes a new election of contributions
effective for the first payroll period falling within
the commencement of a calendar quarter.
5.7 Maintenance of Tax Qualified Status. In order to
-----------------------------------
maintain the tax qualified status of the Plan, the
Committee may, without the consent of a participant,
modify or revoke, prospectively or retroactively, any
participant's election to make before-tax
contributions.
5.8 Limitations on Before-Tax Contributions by Highly
-------------------------------------------------
Compensated. In no event shall the actual deferral
-----------
percentage (as defined below) of "highly compensated
participants" (as defined in Section 5.9) for any Plan
Year exceed the greater of:
A. the actual deferral percentage of all other
Participants for such Plan Year multiplied by
1.25; or
B. the actual deferral percentage of all other
Participants for such Plan Year multiplied by
2.00; provided that the actual deferral percentage
of the highly compensated participants does not
exceed that of all other participants by more than
2 percentage points.
The "actual deferral percentage" of a group of
participants for a Plan Year means the average of the
ratios (determined separately for each participant in
such group) of A to B where A equals the before-tax
contributions credited to each participant's account
for such Plan Year and B equals the participant's
compensation for such Plan Year. For purposes of this
Section, the term "compensation" shall mean
compensation as defined in Section 414(s) of the Code,
including before-tax contributions. The Committee
shall determine from time to time based on the
before-tax contribution elections then on file with the
Committee whether the foregoing limitations will be
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satisfied and to the extent necessary to insure
compliance with such limitation may reduce on an
individual-by-individual basis for each highly
compensated participant who is exceeding such deferral
percentage the applicable percentage of before-tax
contributions to be withheld for such highly
compensated participant beginning with the highly
compensated participant with the highest deferral
percentage first and then reducing the applicable
percentage for each subsequent highly compensated
participant in order of compensation until such excess
is eliminated. A "family member" (as defined below) of
a highly compensated participant shall not be treated
as a separate participant in the Plan and a single
ratio shall be determined for the family members and
the highly compensated participant ("family group"),
The family group shall be treated as a highly
compensated participant having a ratio for the Plan
Year equal to the greater of (1) the ratio determined
by combining the before-tax contributions and the
compensation of those family group members who are
highly compensated; and (2) the ratio determined by
combining the before-tax contributions and the
compensation of the entire family group. For purposes
of this Section, the actual deferral percentage of a
highly compensated participant who is eligible to have
before-tax contributions made under two or more plans
or arrangements, as described in Section 401(k) of the
Code, that are maintained by the Employer or any
Related Company shall be determined as if all such
contributions were made under a single arrangement. A
"family member" includes the spouse and lineal
ascendants or descendants (including the spouses of
such lineal ascendants or descendants) of a
five-percent owner or one of ten most highly
compensated participants with respect to any Plan Year.
5.9 Highly Compensated Participant. A 'highly compensated
------------------------------
participant' means any participant who during the
current or immediately preceding plan year:
a. was a 5 percent owner of the Company or a
Related Company;
b. received annual compensation from the Company
and/or a Related Company of more than $75,000
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(or such greater amount as provided under
Section 414(q) of the Code);
c. received annual compensation from the Company
and/or a related Company of more than $50,000
(or such greater amount as provided under
Section 414(q) of the Code) and was in the
top-paid 20% of the employees; or
d. was an officer of the Company and/or Related
Company receiving annual compensation greater
than 50% of the amount in effect under
Section 415(b)(1)(A) of the Internal Revenue
Code; provided that for purposes of this
subparagraph, no more than 50 employees of
the Company (or, if lesser, the greater of 3
employees or 10% of the employees shall be
treated as officers.
A participant not described in (b), (c) or (d) above
for the immediately preceding plan year will not be
considered a highly compensated participant for the
current plan year under (b), (c) or (d) unless such
participant is included within the group of the 100
highest paid employees of the Company and Related
Companies for such current year. For purposes of this
Section, compensation means compensation as defined in
Section 5.8 of the Plan. The determination of highly
compensated participants will be made in accordance
with regulations under Section 414(q) of the Code.
5.10 Refund of Excess Before-Tax Contributions. To the
-----------------------------------------
extent necessary to conform to the limitations
described in Section 5.8, the Committee may reduce
before-tax contributions made on behalf of highly
compensated participants consistent with the
regulations issued under Section 401(k) of the Code.
Such reduction shall be effected by reducing the
before-tax contributions made on behalf of highly
compensated participants (in the order of their actual
deferral percentage) beginning with the highly
compensated participant who elected the highest
percentage of such contributions first, then reducing
such contributions to the next highest before-tax
contribution percentage level and so forth until such
limitations are satisfied. Any before-tax
contributions made on behalf of any participant which
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cannot be credited to him in such Plan Year under
Section 5.8 shall be repaid to him with the income
thereon and without regard to any other provision of
the Plan. A repayment shall occur within the first two
and one-half months after such Plan Year. For purposes
of determining the amount of any income for a Plan Year
attributable to any excess contributions made by a
highly compensated participant (as defined in Section
5.9) to be returned to such participant, the following
formula will be used:
i. first, the value of his before-tax
contribution account as of the beginning of
the Plan Year and as of the last day of the
Plan Year shall be determined.
ii. next, the gain or loss on such before-tax
contribution account shall be determined
after first reducing the difference between
the balance of the account as at the end of
the year and the balance as at the beginning
of the year by before-tax contributions made
for such year.
iii. next, the amount calculated under paragraph
(ii) shall be multiplied by a fraction the
numerator of which is the excess before-tax
contributions made by the participant for
such year and the denominator of which is
such participant's before-tax contribution
account as of the last day of such year,
reduced by the amount of any gain for such
year and increased by the amount of any loss
for such year.
Notwithstanding the foregoing, if at the end of a Plan
Year it is determined that a family group has excess
before-tax contributions, the portion of such excess
contributions to be allocated to each member of the
family group shall be determined as follows. If the
actual deferral ratio of the family group is determined
under (1) of Section 5.8, then the actual deferral
percentage for each highly compensated participant in
the family group shall be reduced as described in
Section 5.8 but not below the actual deferral
percentage of the family members who are not highly
compensated participants without regard to family
aggregation. If further reduction is required, excess
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08/15/92
before-tax contributions are determined by taking into
account the before-tax contributions of the entire
family group and reallocating the excess among all
family members in proportion to the before-tax
contributions of each family member. If the actual
deferral percentage of the highly compensated
participant is determined under (2) of Section 5.8,
then excess before-tax contributions of the family
group shall be allocated in proportion to the
contributions of each family member.
ARTICLE SIX
-----------
EMPLOYER CONTRIBUTIONS
----------------------
6.1 Amount of Employer Contributions. Two types of
--------------------------------
Employer contributions shall be made.
A. Base Amount. An Employer shall contribute on
-----------
behalf of each participant an amount equal to 25%
of eligible (1%-6%) before-tax contributions by
the participant up to a maximum of 1.5% of the
participant's Compensation.
i. An Employer shall pay these payroll matching
contributions to the Trustee at approximately
the same time as the underlying contributions
are paid to the Trustee.
B. Profit Sharing Contribution. For each Plan Year,
---------------------------
an Employer shall contribute on behalf of each
participant employed on December 31 (except as
otherwise noted in Section 12.3) an additional
percentage of eligible before-tax contributions
varying with the Company's rate of return on
equity for that year in accordance with the
following schedule:
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08/15/92
CT&T
Return on Equity* Applicable Percentage
----------------- ---------------------
Less than 10% 0
10% 5%
11 15
12 25
13 40
14 55
15 75
16 90
17 105
18 or more 125
*rounded to the nearest whole percent
i. An Employer shall pay its profit sharing
contributions to the Trustee without interest
and within a reasonable time after the
Company's return on equity calculations are
completed for purposes of its public annual
statement, but in no event later than the due
date (including extensions) for its Federal
Income Tax return.
6.2 Return on Equity. For purposes of this paragraph, the
----------------
Company's return on equity shall be calculated from the
consolidated financial statements of Chicago Title and
Trust Company and its subsidiary corporations. For
purposes of this paragraph "return on equity" shall
mean the Company's after-tax operating income before
net realized gain or loss on sale of securities divided
by the Company's average operating equity at year end
for the current and next previous calendar year. In
making such calculation, at the discretion of the
Company, extraordinary items of gain or loss may be
excluded.
6.3 Application of Forfeitures. Any amounts credited in
--------------------------
the account of a participant and forfeited in
accordance with Article Twelve shall be applied to
reduce Employer contributions.
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6.4 Limitations on Employer Contributions for Highly
------------------------------------------------
Compensated Participants.
------------------------
In no event shall the Employer contribution percentage
(as defined below) of highly compensated participants
(as defined in Section 5.9) in any Plan Year exceed the
greater of:
A. The Employer contribution percentage of all other
participants for such Plan Year multiplied by
1.25; or
B. The Employer contribution percentage of all
other participants for such Plan Year multiplied
by 2.00; provided that the actual Employer
contribution percentage of the highly compensated
participants does not exceed that of all other
participants by more than 2 percentage points.
The "Employer contribution percentage" of a group of
participants for a Plan Year means the average of the
ratios (determined separately for each participant in
such group) of A to B where A equals the Employer
contributions made on behalf of each participant for
such Plan Year under Section 6.1 and B equals the
participant's compensation (as defined in Section 5.8)
for such Plan Year. The Committee shall determine from
time to time based on the Employer contributions made
for such Plan Year under Section 6.1 whether the
foregoing limitations will be satisfied and to the
extent necessary to ensure compliance with such
limitation, may reduce on an individual-by-individual
basis for each highly compensated participant whose
Employer contributions exceed such contribution
percentage the Employer contributions to be made on
behalf of such highly compensated participant beginning
with the highly compensated participant with the
highest Employer contribution allocation first, and
then reducing the applicable percentage for each
subsequent highly compensated participant in order of
compensation until such excess is eliminated. Rules
related to the treatment of "family members" as
provided in Section 5.8 and Section 5.10 shall be used
in determining whether excess Employer contributions
have been made under this Section using the same
calculations under that Section but using Employer
contributions instead of before-tax contributions.
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Further, if multiple use of the limitations contained
in paragraph B of this Section and Section 5.8 occurs
as defined in Treasury Regulation Section
1.401(m)-2(c), such multiple use will be corrected in
the manner described in Treasury Regulation Section
1.401(m)-l(e).
6.5 Refund of Excess Employer Contributions. To the extent
---------------------------------------
necessary to conform to the limitations described in
Section 6.4, the Committee shall reduce Employer
contributions and return such contributions to the
Employer or use such Employer contributions to match
before-tax contributions of other participants
consistent with regulations issued under Section 401(m)
of the Code. To the extent Employer contributions
cannot be credited under Section 6.4 such contributions
shall not be deemed to be vested and non-forfeitable.
Such reduction shall be effected in the same manner as
provided in Section 5.10, except that the term
"Employer contribution" shall be substituted for the
term "before-tax contributions." For purposes of
determining the amount of any income for a Plan Year
attributable to any Employer contributions which cannot
be allocated to a highly compensated participant under
the Plan, the following formula will be used:
i. first, the value of his Employer contribution
account as of the beginning of the Plan Year
and as of the last day of the Plan year shall
be determined.
ii. next, the gain or loss of such Employer
contribution account shall be determined
after reducing the difference between the
balance of the account as at the end of the
year and the balance as at the beginning of
the year by Employer contributions made for
such year.
iii. next, the amount calculated under paragraph
(ii) shall be multiplied by a fraction, the
numerator of which is the excess Employer
contributions made on behalf of the
participant for such year and the denominator
of which is such participant's Employer
contribution account as of the last day of
such year, reduced by the amount of any gain
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for such year and increased by the amount of
any loss for such year.
ARTICLE SEVEN
-------------
LIMITATIONS ON EMPLOYER AND EMPLOYEE CONTRIBUTIONS
--------------------------------------------------
7.1 Employer Profitability. Employer contributions apart
----------------------
from the payroll matching contributions referenced in
Section 6.1 (A)(i) shall be made only from current or
accumulated profits determined in accordance with
generally accepted accounting principles. In the event
an Employer does not have sufficient profits to fund
such contributions, it may in accordance with
procedures specified by the Committee allow another
Employer in its affiliated group (as defined in Section
1504 of the Code) to fund such contribution deficiency.
7.2 Annual Additions to Participant's Account. The maximum
-----------------------------------------
aggregate annual additions allocated to a Participant's
account in any Plan Year shall not exceed the lesser
of:
A. $30,000 (or such greater amount as shall be
provided by IRS regulations); or
B. 25% of the Participant's Compensation in such Plan
Year.
7.3 Limitation for Participants in Multiple Plans. In the
---------------------------------------------
case of a Participant who participates in this Plan and
a qualified defined benefit plan maintained by the
Employer, the sum of the defined contribution plan
fraction and the defined benefit plan fraction in any
year shall not exceed 1.0.
For purposes of applying the limitations of this
Section the following rules shall apply:
A. The term "defined contribution plan fraction"
shall mean the actual aggregate annual additions
to the Plan, determined as of the close of the
Plan Year, over the aggregate of the maximum
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annual additions which could have been made for
each year of the Participant's service had such
annual additions been limited each year in
accordance with the restrictions imposed by
Section 415 of the Internal Revenue Code, taking
into account the transition rules for years ending
prior to January 1, 1983 prescribed under the
ERISA and the Tax Equity and Fiscal Responsibility
Act of 1982 ("TEFRA"), including the rules of
Section 415(e)(3) of the Code, as amended by
TEFRA, unless the Committee elects to apply the
rules of Section 415(e)(6) of the Code, as added
by TEFRA.
B. The term "defined benefit plan fraction" shall
mean the projected annual benefit payable under
the qualified defined benefit plan, determined
without regard to the restrictions imposed by
Section 415(b) of the Internal Revenue Code, over
the annual benefit payable under the Plan, taking
into account such restrictions, but increased as
provided in Section 415(e)(2)(B) of the Internal
Revenue Code, as amended by TEFRA, and in
accordance with Section 235(g)(4) of TEFRA.
7.4 Preclusion of Excess Annual Additions; Reduction of
---------------------------------------------------
Benefits. The Committee shall maintain records showing
---------
the contributions allocated to a Participant's account
in any Plan Year. In the event that the Committee
determines that the allocation of a contribution would
cause the restrictions imposed by Sections 7.2 or 7.3
to be exceeded, the Participant's or the Employer's
contributions on behalf of such Participant shall be
reduced in the following order, but only to the extent
necessary to satisfy such restrictions:
A. First, unmatched before-tax employee contributions
shall be reduced;
B. Second, matched before-tax employee contributions
and the matching Employer contributions allocated
in respect thereof shall be reduced.
Notwithstanding the foregoing, if the combination
limitation prescribed under Section 7.3 hereof would be
exceeded, benefits under the defined benefit plan shall
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08/15/92
be reduced or frozen prior to making any reductions in
this Plan.
7.5 Disposal of Excess Annual Additions. In the event
-----------------------------------
that, notwithstanding the foregoing sections, the
restrictions prescribed hereunder are exceeded with
respect to any Participant and such excess arises as a
consequence of an allocation of forfeitures or a
reasonable error in estimating the Participant's
compensation, the excess, to the extent attributable to
voluntary employee contributions, shall be returned to
the participant. The remaining excess, if any, shall
be returned to the participant. The remaining excess,
if any, shall be utilized to reduce future matching
Employer contributions on behalf of the Participant for
the next succeeding Plan Year and succeeding Plan Years
as necessary or, if the Participant is no longer
employed in such a succeeding Plan Year, to reduce
future matching Employer contributions on behalf of the
other participants entitled to an allocation.
7.6 Aggregation of Plans. For purposes of this Article
--------------------
except Section 7.10, all qualified defined contribution
plans maintained by an Employer shall be treated as a
single plan, and all qualified defined benefit plans
maintained by an Employer shall be treated as a single
plan.
7.7 Definition of Annual Addition. For purposes of this
-----------------------------
Article except Section 7.10, the term "annual addition"
shall mean the sum for any Plan Year of the following
amounts allocated to the account of a Participant:
A. Salary reduction contributions and matching
Employer contributions (including any Forfeitures
used to reduce matching Employer contributions);
and
B. Forfeitures arising under Article 18.
7.8 Definition of "Compensation". For purposes of this
----------------------------
Article except Section 7.10, the term "compensation"
shall mean a Participant's wages, salary, fees for
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professional services and other amounts received for
personal services actually rendered to an Employer
(including, but not limited to, commissions paid to
salesmen, compensation for services on the basis of a
percentage of profits, tips and bonuses). The term
"compensation" shall not include Employer contributions
to a deferred compensation plan to the extent such
contributions are not includible in the Participant's
gross income, amounts realized from the exercise of a
non-qualified stock option or the lapse of restrictions
applicable to restricted stock or other property,
amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified or
incentive stock option, premiums for group term life
insurance or other amounts which receive special tax
benefits.
7.9 Definition of "Employer". For purposes of this Article
------------------------
except Section 7.10, the term "Employer" shall include
any Affiliate, as defined in Section 7.1 hereof and
modified by Section 415(h) of the Internal Revenue
Code.
7.10 Top-Heavy Requirements. See Article Seventeen.
----------------------
ARTICLE EIGHT
-------------
INVESTMENT OF CONTRIBUTIONS
---------------------------
8.1 Use of Trustee. The Company shall enter into a trust
--------------
agreement with the Trustee, or such other fiduciary as
the Company may select, The Trustee shall receive,
hold, invest and reinvest all Plan contributions,
together with the monies of the prior CT&T Plan.
8.2 Investment Funds. The Trustee shall establish and
----------------
maintain the following investment media for the
investment of trust assets:
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08/15/92
A. Safety of Principal Fund*
A fund to be invested primarily in guaranteed
insurance contracts, certificates of deposit and
other conservative investments with investment
maturities not in excess of five years;
B. Conservative Common Stock Fund*
A fund to be invested primarily in a diversified
portfolio of quality common stocks intended to
provide long-term growth; and
C. Aggressive Common Stock Fund*
A fund to be invested primarily in common stock of
typically smaller companies with potential for
growth.
D. Balanced Fund
A fund to be invested primarily in a diversified
portfolio of high quality common stocks, bonds and
money instruments.
*Referred to collectively as the Funds and together
with Fund C of the prior CT&T Plan as Plan Assets.
The Trustee may, at its option, utilize for the
investment of Plan Assets any common trust funds or
collective investment media which it maintains provided
that such investments substantially parallel in
investment objectives the investment categories
described in this Section.
8.3 Investment Selection. Each participant shall elect
--------------------
that percentage, in whole multiples of 10% of employee
and Employer contributions to be invested in the Funds.
8.4 Investment Changes and Transfers. As of the first
--------------------------------
payroll period falling within any calendar quarter, a
participant may direct a change in the investment of
future contributions or the transfer of funds in whole
multiples of 10% from one investment medium to another.
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08/15/92
8.5 Interim Investment or Ineffective Direction. In the
-------------------------------------------
event that an investment direction has not been
received by the Trustee from the participant for plan
assets or in the event any investment direction is
ambiguous or ineffective, the subject assets shall be
invested in the Safety of Principal Fund until
appropriate investment direction has been received by
the Trustee.
ARTICLE NINE
------------
PLAN ACCOUNTS
-------------
9.1 Recordkeeping. The Company shall maintain accounts of
-------------
each participant's aggregate interest in each
investment fund, together with the source of funds in
each such investment category.
9.2 Statements. Plan statements of accounts shall be
----------
issued to participants on a quarterly basis.
9.3 Valuation. The assets of each fund shall be valued on
---------
a fair market value basis by the Trustee on a quarterly
basis, and shall take into account credits for
contributions and loan repayments, debits for loans and
withdrawals and allocations for income, expenses, loss
and appreciation.
9.4 Participant Direction. Debits and credits to a
---------------------
participant's account shall be prorated in accordance
with the participant's direction in effect on the
effective date for such account activity.
ARTICLE TEN
-----------
WITHDRAWALS AND LOANS
---------------------
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10.1 After-Tax Contributions. A participant may as of any
-----------------------
Valuation Date elect to withdraw all or any part of
after-tax contributions without penalty.
10.2 Withdrawals of Before-Tax Contributions.
---------------------------------------
A. A participant who has not attained age 59-1/2 may,
as of any Valuation Date, make a withdrawal of
before-tax contributions upon written application
to the Committee and pursuant to the following
rules:
i. The amount withdrawn may not exceed the
amount necessary to satisfy an immediate and
heavy financial need of the participant. An
"immediate and heavy" financial need shall
mean the financial need of a participant to
meet any extraordinary expenses incurred on
account of accident, sickness or disability;
to provide for the payment of tuition and
related educational fees for the next year's
college education for the participant or the
spouse or dependents of the participant; to
purchase a principal residence for the
participant (excluding mortgage payments
other than those necessary to prevent a
foreclosure); to make mortgage payments in
order to prevent eviction from the
participant's principal residence; to satisfy
unforeseeable catastrophic fire, water or
storm damage to the principal residence of
the participant; to prevent termination of
utilities to the principal residence of the
participant; funeral expenses for a family
member of the participant; or to satisfy any
other immediate and heavy financial need of a
catastrophic nature as determined by the
Committee. The amount of such withdrawal may
include any amounts necessary to pay any
federal, state or local income taxes or
penalties reasonably anticipated to result
from such withdrawal.
ii. The participant must represent in writing
satisfactory to the Employer that the
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immediate and heavy financial need cannot be
satisfied through one of the following:
a. through reimbursement or compensation by
insurance or otherwise;
b. by reasonable liquidation of the
participant's passbook savings accounts
to the extent such liquidation would not
of itself cause an immediate and heavy
financial need;
c. by cessation of elective before-tax
contributions to the Plan; or
d. by distributions or nontaxable loans
from the Plan or any other plans
maintained by the Employer, a Related
Company or another employer, or by
borrowing from commercial sources on
reasonable commercial terms.
B. A hardship withdrawal shall be authorized only if
the participant has no available after-tax
contribution account balances.
C. A participant shall not be permitted to withdraw
an amount greater than the sum of (i) his
before-tax contribution account balance as at
December 31, 1988 and (ii) his before-tax
contributions made for Plan Years beginning on and
after January 1, 1989.
D. A participant who has attained age 59-1/2 may, as
of any Valuation Date, withdraw all or part of his
before-tax contribution account balances provided
that such withdrawal is $500 or more. Only one
such withdrawal may be made during the Plan Year.
Such withdrawals may be made as of any calendar
quarter.
E. All provisions of this Section 10.2 shall be
administered in a manner so that all participants
shall be treated uniformly under similar
circumstances.
F. As of April 1, 1992, a hardship withdrawal may not
be made for a sum less than $500.
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10.3 Withdrawal of Employer Contributions.
------------------------------------
A. Any participant with at least five years
participation in the Plan, including participation
in the LNC Plan and Prior CT&T Plan, may withdraw
Employer contributions and earnings, in whole or
in part at the end of any quarter and not more
often than once a year.
B. Any participant receiving a transfer of funds from
the retirement account of the LNC Plan and having
the right to withdraw such funds shall retain a
right of withdrawal for such funds.
10.4 Loans.
-----
A. Effective April 1, 1991, a participant may as of
any Valuation Date make written request of the
Committee for a loan of funds from the
participant's before-tax employee contribution
account subject to the following:
i. The Committee will approve loans under
objective standards adopted and communicated
to participants.
ii. Loan amounts are subject to the following
limits:
a. Minimum loan $1,000;
b. 50% of the value of all vested funds in
a participant's accounts from $2,000 up
to $100,000;
c. $50,000 limit for vested account values
in excess of $100,000 reduced by the
excess, if any, of the highest
outstanding balance during the one-year
period ending immediately preceding the
date of the loan over the outstanding
balance on the date of the loan.
iii. A participant may have only one loan
outstanding at any time; provided that as of
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April 1, 1992 for reasons of administrative
convenience, the pay-off of an existing loan
by a new loan may be delayed for one payroll
period.
iv. All loans shall be repaid by payroll
deduction; provided however, prepayment of a
loan in whole may be made at any time.
v. Loans shall be separately accounted for by
the Trustee and appropriately debited to a
participant's before-tax contribution
account;
vi. If upon a participant's termination of
employment or death, any loan or portion
thereof made to him under the Plan, together
with accrued interest thereon, remains
unpaid, the amount of such unpaid loan and
accrued interest shall be charged to the
participant's accounts after all other
adjustments required under the Plan have been
made but before any distribution under
Article Twelve.
ARTICLE ELEVEN
--------------
VESTING IN EMPLOYER CONTRIBUTIONS
---------------------------------
11.1 Vesting by Service. A participant who has not attained
------------------
age 55, shall vest in his account attributable to
Employer contributions and related income, expenses,
loss and appreciation in accordance with the following
schedule:
Completed Years Percentage
of Vesting Service Interest
------------------ ----------
Less than 1 year 0%
1 year, but less than 2 years 30%
2 years, but less than 3 years 60%
3 years, or more 100%
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11.2 Vesting Events. Without regard to years of Vesting
--------------
Service, a participant (or beneficiary) shall fully
vest in his account attributable to Employer
contributions and related income, expenses, loss and
appreciation upon the occurrence of any of the
following events:
A. Death of the participant;
B. Total and permanent disability of the participant
as determined by the Committee;
C. Attainment of age 55 while employed by an
Employer.
ARTICLE TWELVE
--------------
DISTRIBUTION
------------
12. Full Distribution. A participant (or beneficiary)
-----------------
shall be entitled to receive a full distribution of
Plan account balances determined as of the Valuation
Date next preceding or coincident with the earliest of
the participant's:
A. Death;
B. Total and permanent disability;
C. Retirement as defined in the Company Pension Plan;
D. Termination of employment with fully vested
rights.
12.2 Partial Vesting. A participant terminating employment
---------------
other than as provided in Section 12.1 shall be
entitled, determined as of the Valuation Date preceding
or coincident with such termination, to receive the
full value of account balances attributable to
before-tax and after-tax employee contributions (as
described in Sections 5.1 and 6.1), including earnings,
and the portion of the participant's account
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attributable to Employer contributions and related
income, expenses, loss and appreciation.
12.3 Employer Profit Sharing Contributions. Only
-------------------------------------
participants employed on December 31 shall be entitled
to receive Employer profit sharing contributions for
the year in question; provided that any participant
over age 55 who dies or retires (under the Company
Pension Plan) during the year for which a profit
sharing contribution is made shall share in such
contribution on a pro rata basis for the period of
salary reduction contributions during that Plan Year.
Any participant employed as of December 31 and
qualifying for a profit sharing contribution but
terminating employment prior to the payment of such sum
shall remain entitled to that payment and the Employer
shall forward the vested portion of such contributions
according to employment records for that person.
12.4 Forfeitures. The amount by which a participant's
-----------
Employer contribution account is reduced pursuant to
Section 12.2 will be considered a forfeiture as of the
last day of the Plan Year in which such termination of
employment occurs and shall be applied to the full
extent possible to reduce Employer contributions. In
the event a participant is reemployed within six years
of the date of his termination of employment, the
amount of any forfeiture attributable to such prior
distribution shall be restored to his account upon his
reemployment. Such forfeiture shall be credited from
then existing forfeitures under this Section or, to the
extent that forfeitures are not sufficient to restore
such amount, from a supplemental Employer contribution
necessary to restore the amount of the forfeiture. In
the case of a maternity or paternity absence (as
defined below), an employee shall not be considered to
have terminated employment until the first anniversary
of such absence. A 'maternity or paternity absence'
means an employee's absence from work because of the
pregnancy of the employee or birth of a child of the
employee, the placement of a child with the employee in
connection with the adoption of such child by the
employee, or for purposes of caring for the child
immediately following such birth or placement. The
Committee may require the employee to furnish such
information as the Committee considers necessary to
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establish that the employee's absence was for one of
the above specified reasons.
12.5 Distribution. Effective January 1, 1990, any
------------
distribution of funds under this Article shall be made
in a lump sum. Such distribution shall be subject to
the provisions of Section 12.6 and shall be made in
accordance with the directions of the participant or
his beneficiary.
12.6 Deferral Option. All distributions shall commence as
---------------
soon as administratively convenient following a
Participant's entitlement to distribution, provided
that if the Participant's vested account value exceeds
$3,500, the Participant may elect to defer receipt of
such distribution until age 65 years.
12.7 Investment of Deferred Funds - Inactive Account. In
-----------------------------------------------
the event a distribution of a Participant's Plan
interest is deferred, such sums shall be transferred to
the Safety of Principal Fund (or any successor
conservative investment selected by the Committee from
the range of investment options) and maintained as an
inactive account until age 65, death, or total and
permanent disability whichever occurs first, with
attendant distribution. Such inactive account shall
remain invested but the rights of withdrawal, loans,
etc. applicable to active accounts shall not apply.
12.8 Funds Awaiting Distribution. Except as provided in
---------------------------
Section 12.7, no interest shall be paid on funds
awaiting distribution (for example, from the date of
valuation to the date of payment to a distributee) or
on profit sharing contributions prior to payment into
the Plan.
12.9 Qualified Domestic Relations Order.
----------------------------------
A. The Committee shall be authorized to review
documentation purporting to have effect as a
qualified domestic relations order sufficient in
process and clarity to effect an assignment of an
interest of participant in the Plan.
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B. An alternative payee under a qualified domestic
relations order shall be given active account
status with rights comparable to that of the
subject participant.
C. In no event shall a participant be entitled to
receive that portion of interest in the Plan which
the Committee determines is required to be held
for or distributed to an alternate payee in
accordance with a Qualified Domestic Relations
Order as defined in Section 414(p) of the Code.
12.10 Commencement of Benefits. Payment of benefits shall be
------------------------
made over a period that does not exceed the life or
life expectancy of the Participant or of joint and
survivor expectancy of the Participant and designated
beneficiary. The distribution of benefits shall
commence no later than April 1 of the calendar year
following the calendar year in which a participant
attains age 70-1/2.
If a participant dies before the distribution of
benefits has commenced, the remaining account interest
shall be distributed to a designated beneficiary within
a period which does not exceed the life or life
expectancy of the beneficiary, or if no beneficiary was
designated within five years of the participant's
death.
ARTICLE THIRTEEN
----------------
PLAN AND TRUST ADMINISTRATION
-----------------------------
13.1 Allocation of Responsibility For Plan and Trust
-----------------------------------------------
Administration.
--------------
A. The Employers shall have sole responsibility for
making the contributions necessary to provide
benefits under the Plan.
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B. The Company is the Plan Sponsor and reserves sole
authority to appoint the Trustee and to amend or
terminate in whole or in part the Plan and Trust.
C. The Committee shall have sole discretion and
responsibility for interpreting and administering
the Plan and may delegate its responsibilities to
such persons as it deems advisable.
D. The Policy Committee shall have responsibility for
recommending an employer contribution level for
the Plan, the general supervision and coordination
of investment and management services provided by
the Trustee and the representation of the Company
in policy decisions affecting the Plan.
It is intended that each of the above-mentioned parties
shall be responsible for the proper exercise of its own
powers, duties, responsibilities and other obligations
under this Plan and the related Trust and shall not be
responsible for any act or failure to act of another
party, except as provided by ERISA. No party
guarantees the Trust Fund in any manner against
investment loss or depreciation in asset value.
13.2 Committees.
----------
A. The Committees and the Policy Committee shall each
consist of not less than three or more than ten
persons who shall be appointed by and serve at the
discretion of the President of the Company.
B. Each Committee shall adopt such rules and by-laws
as it deems advisable regarding the conduct of its
own affairs. No member of a Committee shall act
or vote on a decision of a Committee specifically
relating to that person's participation in the
Plan.
C. Members of each Committee shall serve without
compensation.
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13.3 Claims Procedure.
----------------
A. The Committee shall have the sole authority to
determine eligibility for benefits and to decide
claims under the terms of the Plan.
B. Upon receipt of a claim, the Committee, or its
authorized representative, shall process the claim
within a reasonable time and if the claim is
denied in whole or in part shall furnish the
claimant with written notice of:
i. The specific reason or reasons for such
denial;
ii. Specific references to the provisions of the
Plan upon which such denial is based;
iii. A description of any additional written
materials or information to be submitted in
writing necessary to perfect the claim and an
explanation of why such material or
information is necessary; and
iv. An explanation of the Plan's claim review
procedure.
C. A claimant who receives notice of a claim denial,
within 60 days after receipt of such notice, may
request in writing that such denial be reviewed by
the Committee. Such request is to be directed to
the Plan Committee. In connection with such
review, the claimant may submit additional
information in the form of documents and written
issues and comments. Upon receipt of the written
request for review of the denial of a claim and
upon receipt of all information requested of the
claimant by the Committee, the Committee shall
render a written decision as to whether the claim
has been accepted or denied upon review. Such
decision shall include specific reasons for the
decision in a manner calculated to be understood
by the claimant and specific references to the
pertinent Plan provisions on which the decision is
based. Any such decision rendered by the
Committee in good faith shall be final and binding
on the claimant.
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13.4 Beneficiary Designation.
-----------------------
A. Each participant shall be entitled to designate,
and from time to time to change, one or more
beneficiaries to receive vested account balances
in the event of death or disability. In the
absence of an effective beneficiary designation to
the contrary, upon the death of a participant, the
account balance payable shall be distributed to
the participant's spouse.
B. Any participant who is married must obtain spousal
written consent in order to designate at any time
a beneficiary other than such spouse. Such
consent shall be notarized or witnessed by a
notary public or by a representative of the
Company, as determined by the Committee.
C. Except as noted in subsection A, in the event a
participant does not have an effective beneficiary
designation by inaction, prior death, or any other
reason in the judgment of the Committee raising an
issue as to the proper recipient of benefits, the
Committee may in its sole discretion distribute
benefits:
i. to the spouse of a married participant;
ii. pursuant to judicial proceeding commenced for
the purpose of obtaining direction as to
payment; or
iii. to such person or persons as seems reasonable
under the circumstances.
D. In no event shall the Company, Trustee or
Committee be liable to any person for a payment
made in good faith under this Article.
13.5 Administrative Procedures. The Committee shall
-------------------------
promulgate forms respecting Plan enrollment, investment
direction, withdrawals, transfer of funds, loans and
other fund activity. Participants shall execute all
such applicable forms for the purpose of providing a
written record of account activity. Applicable forms
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shall provide for reasonable time periods for the
accomplishment of administrative tasks necessary to
complete the desired procedures.
13.6 Indemnification. Members of the Committees shall be
---------------
entitled to indemnification from their Employers to the
fullest extent permitted under federal or state law, as
applicable, for any actions taken in good faith in the
performance of duties hereunder, which actions result
in loss or expense to the member, including but not
limited to attorneys fees.
ARTICLE FOURTEEN
----------------
MERGED AND PREDECESSOR PLAN
---------------------------
14.1 Merged Plan.
-----------
A. All assets and liabilities of the Chicago Title
and Trust Company Employee's Savings and
Investment Plan (Prior CT&T Plan) pursuant to
merger agreement dated June 26, 1985 have been
transferred to and are assumed by the Plan as of
that date.
B. The rights and benefits of all participants in the
Prior CT&T Plan shall be determined by the
provisions of such plan as in effect on June 26,
1985 provided that:
i. Investment of plan assets shall be made in
the investment media authorized under Article
Eight;
ii. The Trustee shall provide Prior CT&T Plan
participants with a separate statement of
account for Plan assets and, at the time of
separation of service, the taxability of such
assets;
iii. Administration procedures for the Prior CT&T
Plan shall be governed by the provisions of
Article 13 and distribution procedures by
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Article 12, to the extent not inconsistent
with prior distribution procedures.
14.2 Predecessor Plan.
----------------
A. The Trustee shall establish and maintain a
separate investment fund (Fund C) with respect to
the interest of members and other persons in the
Predecessor Plan.
B. The rights and benefits of all participants in
Fund C shall be determined in accordance with the
terms of the Predecessor Plan as in effect on June
30, 1968 provided that:
i. Investment of Fund C assets shall be made in
the investment media authorized under Article
Nine and the Trustee shall make monthly
valuations of Fund C;
ii. The Trustee shall provide participants with a
separate statement of account for Fund C
assets and, at the time of separation from
service, the taxability of such assets;
iii. Fund C Administration procedures shall be
governed by the provisions of Article 13.
ARTICLE FIFTEEN
---------------
MISCELLANEOUS
-------------
15.1 Assignment. Any benefit which shall be payable under
----------
the Plan shall not be subject to any manner of pledge,
assignment, change, sale or transfer and any attempt to
accomplish the same shall be void; provided that this
restriction shall not apply to any qualified domestic
relations order as defined in Section 414(q) of the
Code when determined by the Committee to meet the
requirements of that Act.
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15.2 Governing Law. The Plan, related Trust Agreement and
-------------
all rights hereunder shall be governed, construed and
administered in accordance with the laws of the State
of Illinois, to the extent not superceded by federal
law.
15.3 Expenses. Expenses attributable to the investment of
--------
Plan assets and direct administrative expenses relating
to the maintenance of Plan accounts shall be paid out
of Plan assets, or at the option of each Employer, paid
directly by the Employer.
ARTICLE SIXTEEN
---------------
AMENDMENT, MERGER AND TERMINATION
---------------------------------
16.1 Amendment. The Plan may be amended by the Company at
---------
any time and from time to time by an instrument in
writing. Such amendment shall become effective as of
any date agreed to by the Company and the Trustees. No
amendment shall decrease the accrued benefit of any
participant, nor shall vest in the Company any right,
title, or interest in and to the assets of the trust or
be used for, or diverted to, purposes other than for
the exclusive benefit of the participants.
16.2 Merger. In the case of any merger or consolidation
------
with, or transfer of assets or liabilities to any other
Plan, any participant entitled to benefits under the
Plan shall (if the Plan then terminated) receive a
benefit immediately after such merger, consolidation or
transfer which is equal or greater than the benefit
that participant would have been entitled to receive
immediately before the merger, consolidation or
transfer (if the Plan not then terminated).
16.3 Termination-Vesting. The Company, by action of its
-------------------
Board, shall have the right at any time to terminate
the Plan. In such event no further deposits by
participants or contributions by the Employer shall be
made. If the Plan is thus terminated, or upon the
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complete discontinuance of Employer contributions
thereto, or the partial termination thereof, the total
interest of all participants shall become one hundred
percent (100%) vested to the extent of the termination,
discontinuance or partial termination, and the
provisions relating to forfeitures hereunder shall
become null and void to that extent.
16.4 Employer Withdrawal.
-------------------
A. If at any time an Employer ceases to participate
in the Plan for any reason, the Company shall
provide for the segregation of the Employer's pro
rata share of the assets in the Trust. The amount
of such pro rata share shall be determined as of
the effective date of such withdrawal on the basis
of the value of the accounts of the participants,
retired participants and their beneficiaries of
such withdrawing Employer. Such determination
shall be made by the Company. The Company shall
select the assets of the Trust to be segregated in
the amount of that Employer's pro rata share so
determined and its valuation of said assets for
that purpose shall be conclusive.
B. If the withdrawal of an Employer has the effect of
termination of the Plan so far as such Employer
and its employees are concerned, then the rights
of such Employer's participants, retired
participants and their beneficiaries shall be
governed by the provisions of Section 16.3.
C. If an Employer which ceases to participate in the
Trust adopts a substantially similar trust or plan
for the benefit of its employees, the withdrawal
from this Plan by the Employer shall not be
regarded as a termination of the Plan so far as
the Employer and its employees are concerned, and
the rights of that Employer's participants shall
be governed in accordance with the provisions of
the trust or plan so adopted by that Employer as
if not withdrawal from this Plan had taken place.
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ARTICLE SEVENTEEN
-----------------
TOP-HEAVY PLAN REQUIREMENTS
---------------------------
17.1 General Rule. Effective January 1, 1985, the Plan, as
------------
restated, shall meet the requirements of this Article
in the event that the Plan is or becomes a Top-Heavy
Plan.
17.2 Top-Heavy Plan.
--------------
A. Basic Definition. Subject to the aggregation
----------------
rules set forth in Section 17.2(B), the Plan shall
be considered a Top-Heavy Plan pursuant to Section
416(g) of the Code in any Plan Year beginning
after December 31, 1983, as regards the LNC Plan
and after December 31, 1984 as regards this Plan
if, as of the Determination Date, the present
value of the cumulative accrued benefits of all
Key Employees of the Employer exceeds 60% of the
present value of the cumulative accrued benefits
of all the Employees of the Employer as of such
Date, taking into account in computing the ratio
any distributions made during the five consecutive
Plan Year period ending on the Determination Date.
Notwithstanding the foregoing, former Key
Employees and any Employee who has not performed
any services for the Employer during the five
consecutive Plan Year Period ending on the
Determination Date, shall be excluded from the
above ratio. For purposes of the above ratio, the
present value of a Key Employee's accrued benefit
shall be counted only once each Plan Year,
notwithstanding the fact that an individual may be
considered a Key Employee for more than one reason
in any Plan Year.
B. Aggregation With Other Plans. For purposes of
----------------------------
determining whether the Plan is a Top-Heavy Plan
and for purposes of meeting the requirements of
this Section, the Plan shall be aggregated with
other qualified plans in a Required Aggregation
-38-
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Group and, to the extent permitted by Section
17.3(F), in a Permissive Aggregation Group, If
such Required Aggregation Group or, where
applicable, such Permissive Aggregation Group is
Top-Heavy, this Plan shall be considered a
Top-Heavy Plan, If such Required Aggregation Group
or, where applicable, such Permissive Aggregation
Group is not Top-Heavy, this Plan shall not be a
Top-Heavy Plan.
17.3 Definitions. For the purpose of determining whether
-----------
the Plan is Top-Heavy, the following definitions shall
be applicable:
A. Determination and Valuation Dates. The term
---------------------------------
"Determination Date" shall mean, in the case of
any Plan Year the last day of the preceding Plan
Year. The value of an individual's account shall
be determined as of the Valuation Date and shall
include any contribution actually made after such
Valuation Date but on or before the Determination
Date. The term "Valuation Date" means the most
recent valuation date, as provided in Section
2.20, occurring within a 12-month period ending on
the Determination Date.
B. Key Employees. An individual shall be considered
-------------
a Key Employee if he is an Employee or former
Employee who at any time during the current Plan
Year or any of the four preceding Plan Years:
i. was an officer of the Employer who has annual
Compensation from the Employer in the
applicable Plan Year in excess of 50% of the
dollar limitation under Section 415(b)(1)(A)
of the Code; provided, however, that the
number of individuals treated as Key
Employees by reason of being officers
hereunder shall not exceed the lesser of 50
or 10% of all Employees, and provided
further, that if the number of employees
treated as officers is limited to 50
hereunder, the individuals treated as Key
Employees shall be those who, while officers,
received the greater annual Compensation in
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the applicable Plan Year and any of the four
preceding Plan Years (without regard to the
limitation set fourth in Section 416(d) of
the Code); or
ii. was one of the 10 Employees owning or
considered as owning both more than a
one-half percent interest in value and the
largest interests in value in the Employer
who has annual Compensation from the Employer
in the applicable Plan Year in excess of the
dollar limitation under Section 415(c)(1)(A)
of the code as increased under Section 415(d)
of the Code; or
iii. was a more than 5% owner of the Employer; or
iv. was a more than 1% owner of the Employer
whose annual Compensation from the Employer
in the applicable Plan Year exceeded
$150,000.
For purposes of determining who is a Key Employee,
ownership shall be determined by taking into
account the constructive ownership rules of
Section 318 of the Code, as modified by Section
416(i)(1) of the Code. For purposes of
determining who is a more than 5% or more than 1%
owner, ownership shall mean ownership of the
outstanding stock of the Employer or of the total
combined voting power of all stock of the
Employer.
For purposes of Paragraph (ii), an Employee (or
former Employee) who has at least a one-half
percent ownership interest is considered to be one
of the top 10 owners unless at least 10 other
Employees (or former Employees) own a greater
interest than such Employee (or former Employee);
provided that if an Employee has the same
ownership interest as another Employee, the
Employee having greater annual compensation from
the Employer is considered to have the larger
ownership interest.
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C. Non-Key Employee. The term "Non-Key Employee"
----------------
shall mean any Employee who is a Participant and
who is not a Key Employee.
D. Beneficiary. Whenever the term "Key Employee",
-----------
"former Key Employee", or "Non-Key Employee" is
used herein, it includes the beneficiary or
beneficiaries of such individual. If an
individual is a Key Employee by reason of the
foregoing sentence as well as a Key Employee in
his own right, both the value of his inherited
benefit and the value of his own account will be
considered his accrued benefit for purposes of
determining whether the Plan is a Top-Heavy Plan.
E. Required Aggregation Group. The term "Required"
--------------------------
Aggregation Group" shall mean all other qualified
defined benefit and defined contribution plans
maintained by the Employer in which a Key Employee
participates, and each other plan of the Employer
which enables any plan in which a Key Employee
participates to meet the requirements of Sections
401(a)(4) or 410 of the Code when considered with
a Required Aggregation Group.
F. Permissive Aggregation Group. The term
----------------------------
"Permissive Aggregation Group" shall mean all
other qualified defined benefit and defined
contribution plans maintained by the Employer that
meet the requirements of Sections 401(a)(4) and
410 of the Code when considered with a Required
Aggregation Group.
G. Employer. For purposes of determining whether the
--------
Plan is a Top-Heavy Plan, the term "Employer"
shall mean the Employer and any entity required to
be aggregated with the Employer pursuant to
Section 414(b), (c) or (m) of the Code; provided
that for purposes of Section 416(i)(1)(A) of the
Code, ownership percentages shall be determined
separately with respect to each entity that would
otherwise be aggregated under Section 414(b), (c)
or (m) of the Code.
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H. Compensation and Compensation Limitation. For
----------------------------------------
purposes of this Article, except as otherwise
specifically provided, the term "Compensation" has
the same meaning as in Section 7.8. In the event
the Plan becomes a Top-Heavy Plan, the annual
Compensation of a Key Employee taken into account
under the Plan (for all Plan Years, including Plan
Years before the Plan was a Top-Heavy Plan) shall
not exceed $200,000, adjusted for increases in the
cost of living pursuant to regulations issued
under Section 416 of the Internal Revenue Code;
provided that benefits accrued before the Plan was
a Top-Heavy Plan shall not be reduced.
17.4 Requirements Applicable if Plan is Top-Heavy. In the
--------------------------------------------
event the Plan is determined to be Top-Heavy for any
Plan Year, the following requirements shall be
applicable.
A. Minimum Allocation. In the case of a Non-Key
------------------
Employee who is covered under this Plan but does
not participate in any qualified defined benefit
plan maintained by the Employer, the Minimum
Allocation of contributions plus forfeitures
allocated to the account of each such Non-Key
Employee who has not separated from service at the
end of a Plan Year in which the Plan is Top-Heavy
shall equal the lesser three percent (3%) of
Compensation for such Plan Year of the largest
percentage of Compensation provided on behalf of
any Key Employee for such Plan Year. The Minimum
Allocation provided hereunder may not be suspended
or forfeited under Sections 411(a)(3)(B) or
411(a)(3)(D) of the Code. A Non-Key Employee
shall not fail to receive a Minimum allocation
because he is excluded from participation (or
accrues no benefit) merely because the Employee's
compensation is less than a stated amount or
merely because of a failure to make mandatory
employee contributions, if any are so required
under the Plan.
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B. Non-duplication of Minimum Benefits. A Non-Key
-----------------------------------
Employee who is covered under this Plan and under
a qualified defined benefit plan maintained by the
Employer which is a Top-Heavy Plan shall not be
entitled to the Minimum Allocation under this Plan
but shall receive the minimum benefit provided
under the terms of the qualified defined benefit
plan. A Non-Key Employee who is covered under
this Plan and under the Deferred Stock Purchase
Plan but not under any qualified benefit plan
maintained by the Employer shall not be entitled
to the Minimum Allocation under this Plan in a
year when the Deferred Stock Purchase Plan is a
Top-Heavy Plan, but shall receive the minimum
allocation provided under the terms of the
Deferred Stock Purchase Plan.
C. Limitations on Annual Additions and Benefits. For
--------------------------------------------
purposes of computing the defined benefit plan
fraction and defined contribution plan fraction
as set forth in Sections 415(e)(2)(B) and
415(e)(3)(B) of the Code, the dollar limitations
on benefits and annual additions applicable to a
limitation year shall be multiplied by 1.0 rather
than by 1.25.
ARTICLE EIGHTEEN
----------------
MERGER AND CONSOLIDATION OF SAFECO TITLE
----------------------------------------
PROFIT SHARING AND RETIREMENT PLAN
----------------------------------
18.1 Merger and Consolidation. Effective July 1, 1987, the
------------------------
Safeco Title Insurance Company Profit Sharing and
Retirement Plan (the "Safeco Profit Sharing Plan") has
been amended, merged and consolidated with and into the
Plan. Notwithstanding any provisions of the Plan to
the contrary, the following provisions will apply to
participants who were covered under the Safeco Profit
Sharing Plan ("Safeco Profit Sharing Plan
participants") prior to July 1, 1987.
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18.2 Participation. Each Safeco Profit Sharing Plan
-------------
participant who was a participant in the Safeco Profit
Sharing Plan immediately prior to July 1, 1987 will
become a participant in this Plan on July 11 1987.
Each other employee of Safeco Title Insurance Company
(or any Related Company which has adopted the Plan)
will be eligible to participate in the Plan in
accordance with Article III.
18.3 Vesting in Plan Accounts. For purposes of determining
------------------------
a Safeco Profit Sharing Plan participant's Years of
Service under Section 11.1, each such participant
initially will be credited for purposes of Section 11.1
of the Plan with the "Years of Vesting Service"
credited to such participant under Section 1.31 of the
Safeco Profit Sharing Plan as at June 30, 1987. If
such participant has not completed 1,000 Hours of
Service for the period from January 1, 1987 through
June 30, 1987 but completes 1,000 Hours of Service by
December 31, 1987, he will be credited with a Year of
Service for purposes of Section 4.2 of the Plan for
1987.
18.4 Transfer of Safeco Profit Sharing Plan Account
----------------------------------------------
Balances. Effective as of July 1, 1987, each Safeco
--------
Profit Sharing Plan participant's account balance under
the Safeco Profit Sharing Plan will be transferred to
and held for the benefit of such Safeco Profit Sharing
Plan participant under the Plan as a separate account
for such balance. As soon as practicable after such
balances have been transferred to the Plan, each such
participant's Safeco Profit Sharing Plan account
balance shall be subject to the following provisions:
A. Each of the following investment funds shall
continue to be maintained for the investment of
such account balances and each such participant's
initial account balance shall be invested in
accordance with such participant's direction under
the Safeco Profit Sharing Plan:
i. Account A of Sub-Fund A shall consist of
general investments, including but not
limited to stocks, bonds and mortgages.
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ii. Account B of Sub-Fund B shall consist of
Safeco Corporation common stock and cash
being temporarily held for investment in
Safeco Corporation common stock.
iii. Account C of Sub-Fund C shall consist of
short-term securities.
Except as provided in paragraph (B) below, such
amounts shall be held and invested in Account A, B
or C until such account balances are distributed
pursuant to Section 18.8 of the Plan.
B. Each participant who has attained age 55 may
irrevocably elect as of any calendar quarter (i)
to transfer a percentage, in whole multiples of 10
percent, of his Account A to Sub-Fund C and have
an Account C and/or (ii) to transfer 100 percent
of his Account B, if any, to Sub-Fund C and have
an Account C.
C. All accounting provisions with respect to Accounts
A, B and C shall continue to apply to such
participant's Safeco Profit Sharing Plan account
balances until distributed, but may be accounted
for under any method permitted under the Plan.
18.5 Vesting in Safeco Profit Sharing Plan Balances. Each
----------------------------------------------
Safeco Profit Sharing Plan participant shall be vested
in his account balance under the Safeco Profit Sharing
Plan determined as at June 30, 1987 under the Safeco
Profit Sharing Plan and shall continue to vest in such
account (as adjusted under the Plan) in accordance with
the following schedule:
Years of Vesting Service Percentage of Account
------------------------ ---------------------
0 0
1 0
2 0
3 0
4 0
5 or more 100
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Notwithstanding the foregoing, any such participant who
(i) attains age 65 (or age 55 if such employee was a
participant in the Safeco Profit Sharing Plan on
December 31, 1975), (ii) attains age 60 after having
completed 10 Years of Vesting Service, (iii) becomes
totally and permanently disabled or (iv) dies will be
100% vested in his account balance. For purposes of
this Section, Years of Vesting Service shall mean the
sum of a participant's Years of Vesting Service under
the Safeco Profit Sharing Plan up to June 30, 1987 and
the Years of Vesting Service calculated for such
participant under Section 4.2 of the Plan beginning
July 1, 1987.
18.6 Non-forfeitability of Safeco Profit Sharing Plan
------------------------------------------------
Balances. Notwithstanding Section 18.5, in the event
--------
a Safeco Profit Sharing Plan participant is terminated
by Safeco Title Insurance Company, the Company or a
Related Company within the 12-month period ending
January 20, 1988 as a result of a job elimination, lack
of work or other similar situation which arises out of
the sale of Safeco Title Insurance Company to Chicago
Title and Trust Company, such participant will be 100
percent vested in his account balance under Section
18.5 as at the date of such termination.
18.7 Forfeitures. The amount by which a Safeco Profit
-----------
Sharing Plan participant's account is reduced pursuant
to the provisions of Section 18.5 will be considered a
forfeiture as of the last day of the Plan Year in which
such termination of employment occurs and will be
reallocated to the accounts of Safeco Profit Sharing
Plan participants who are employed by Safeco Title
Insurance Company, the Company or a Related Company on
such date, pro rata, according to the ratio that each
such Safeco Profit Sharing Plan participant's
compensation for the period from January 1, 1987
through June 30, 1987 bears to the total of all Safeco
Title participant's compensation for such six-month
period. In calculating such ratio, only the
compensation of active Safeco Title participants
entitled to share in the contribution for such Plan
Year shall be included. In the event a Safeco Profit
Sharing Plan participant is reemployed within six years
of the date of his termination of employment and such
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participant repays to the Trustee in a lump sum the
total amount of his distribution within five years of
the date of his reemployment, the amount of any such
forfeiture shall be restored to his account at the end
of the Plan Year in which such repayment is made. Such
forfeiture shall be credited from then existing
forfeitures under this Section or, to the extent that
forfeitures are not sufficient to restore such amount,
from a supplemental contribution necessary to restore
the amount of the forfeiture.
18.8 Distribution of Safeco Profit Sharing Plan Benefits.
---------------------------------------------------
A Safeco Profit Sharing Plan participant's benefits
under this Article shall be paid in the same form and
manner as benefits are paid under the provisions of
Section 12.5 of the Plan.
18.9 Application of Plan. A Safeco Profit Sharing Plan
-------------------
participant may not borrow from such participant's
Safeco Profit Sharing Plan account balance under
Section 10.4 of the Plan. Except as otherwise provided
in this Article Eighteen, all provisions of the Plan
shall apply to Safeco Profit Sharing Plan participants
to the extent not inconsistent with the foregoing
provisions of this Article.
ARTICLE NINETEEN
----------------
MERGER AND CONSOLIDATION OF THE SAFECO TITLE
--------------------------------------------
EMPLOYEE'S SAVINGS PLAN
-----------------------
19.1 Merger and Consolidation. Effective July 1, 1987, the
------------------------
Safeco Title Insurance Company Employees' Savings Plan
(the "Safeco Savings Plan") has been amended, merged
and consolidated with and into the Plan. Notwith-
standing any provisions of the Plan to the contrary,
the following provisions will apply to participants who
were covered under the Safeco Savings Plan ("Safeco
Savings Plan participants") prior to July 1, 1987.
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19.2 Participation. Each Safeco Savings Plan participant
-------------
who was a participant in the Safeco Savings Plan
immediately prior to July 1, 1987 will become a
participant in this Plan on July 1, 1987. Each other
employee of Safeco Title Insurance Company (or any
Related Company which has adopted the Plan) will be
eligible to participate in the Plan in accordance with
Article III.
19.3 Vesting in Plan Accounts. For purposes of determining
------------------------
a Safeco Savings Plan participant's Years of Service
under Section 11.1, each such participant initially
will be credited for purposes of Section 11.1 of the
Plan with the "Years of Service" credited to such
participant under Section 3.03(b) of the Safeco Savings
Plan as at June 30, 1987 or, if greater, the 'Years of
Vesting Service' credited to such participant, if any,
under Section 18.3.
19.4 Transfer of Safeco Savings Plan Account Balances.
------------------------------------------------
Effective as of July 1, 1987, each Safeco Savings Plan
participant's account balances under the Safeco Savings
Plan will be transferred to and held for the benefit of
such Safeco Savings Plan participant under the Plan.
As soon as practicable after such balances have been
transferred to the Plan, each such participant's Safeco
Savings Plan account balances shall be subject to the
following provisions:
A. Each of the following investment programs shall
continue to be maintained for the investment of
such account balances and each such participant's
initial account balances shall be invested in
accordance with such participant's direction under
the Safeco Savings Plan:
i. Investment Program A shall consist of bonds,
notes, debentures, mortgages, preferred
stocks and other fixed income securities.
ii. Investment Program B shall consist of common
stocks or, pending investment, temporarily
held in cash or short-term commercial paper.
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iii. Investment Program C shall consist of fixed
interest investments such as commercial paper
and bank certificates of deposit, of no more
than six months maturity.
Except as provided in paragraph (B) below, such amounts
shall be held and invested in Investment Program A, B
or C until such account balances are distributed
pursuant to Section 19.8 of the Plan.
B. Each participant may elect as of any calendar
quarter to transfer a percentage (in whole
multiples of 10 percent) of his account balances
from one Investment Program to another.
C. All accounting provisions with respect to
Investment Programs A, B. and C shall continue to
apply to such participants' Safeco Savings Plan
account balances until distributed, but may be
accounted for under any method permitted under the
Plan.
19.5 Vesting in Safeco Savings Plan Balances. Each Safeco
---------------------------------------
Savings Plan participant shall be vested in his
Employer Account balance under the Safeco Savings Plan
determined as at June 30, 1987 under the Safeco Savings
Plan and shall continue to vest in such Employer
Account (as adjusted under the Plan) in accordance with
the following schedule:
Completed Years
of participation Percentage of Account
---------------- ---------------------
0 0
1 0
2 0
3 0
4 20
5 or more 100
Notwithstanding the foregoing, any such participant who
(i) attains age 65, (ii) has completed 10 Years of
Service, (iii) becomes totally and permanently disabled
or (iv) dies will be 100% vested in his Employer
Account balance. For purposes of this Section, 'Years
of Service' shall mean the sum of a participant's Years
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of Service under the Safeco Savings Plan up to June 30,
1987 and the Years of Vesting Service calculated for
such participant under Section 4.2 of the Plan
beginning July 1, 1987. For purposes of determining
Years of Participation under this Section, Years of
Service in this Plan will be aggregated with Years of
Participation in the Safeco Savings Plan.
19.6 Nonforfeitability of Safeco Savings Plan Balances.
-------------------------------------------------
Notwithstanding Section 19.5, in the event a Safeco
Savings Plan participant is terminated by Safeco Title
Insurance Company, the Company or a Related Company
within the 12-month period ending January 20, 1988 as a
result of a job elimination, lack of work or other
similar situation which arises out of the sale of
Safeco Title Insurance Company to Chicago Title and
Trust Company, such participant will be 100 percent
vested in his Employer Account balance under Section
19.5 as at the date of such termination. A Safeco
Savings Plan participant will always be 100% vested in
his Participant Account under the Safeco Savings Plan.
19.7 Forfeitures. The amount by which a Safeco Savings Plan
-----------
participant's Employer Account is reduced pursuant to
the provisions of Section 19.5 will be considered a
forfeiture as of the last day of the Plan Year in which
such termination of employment occurs and will be used
to reduce Employer contributions as provided in Section
6.3. In the event a Safeco Savings Plan participant is
reemployed within six years of the date of his
termination of employment and such participant repays
to the Trustee in a lump sum the total amount of his
distribution within five years of the date of his
reemployment, the amount of any such forfeiture shall
be restored to his Employer Account at the end of the
Plan Year in which such repayment is made. Such
forfeiture shall be credited from then existing
forfeitures are not sufficient to restore such amount,
from a supplemental contribution necessary to restore
the amount of the forfeiture.
19.8 Distribution of Safeco Savings Plan Benefits. A Safeco
--------------------------------------------
Savings Plan participant's benefits under this Article
shall be paid in the same form and manner as benefits
are paid under the provisions of Section 12.5 of the
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Plan; provided that, such participant may withdraw all
or any portion of his Participant Account in accordance
with Section 10.1 and, as of any Valuation Date, may
withdraw the vested portion of his Employer Account
subject to the following:
A. A Safeco Savings Plan participant who has
completed 60 months of total participation under
the Plan and the Safeco Savings Plan may withdraw
all or any part of the vested portion of his
Employer Account.
B. A Safeco Savings Plan participant who has
completed less than 60 months of total
participation under the Plan and the Safeco
Savings Plan may withdraw the vested portion of
his Employer Account less the amount of Employer
contributions made within the 24-month period
preceding such Valuation Date.
19.9 Application of Plan. A Safeco Savings Plan participant
-------------------
may not borrow from such participant's Safeco Savings
Plan account balances under Section 10.4 of the Plan.
Except as otherwise provided in this Article Nineteen,
all provisions of the Plan shall apply to Safeco
Savings Plan participants to the extent not
inconsistent with the foregoing provisions of this
Article.
ARTICLE TWENTY
--------------
MERGER AND CONSOLIDATION OF THE
-------------------------------
TICOR TITLE TAXSAVER THRIFT PLAN
--------------------------------
20.1 Merger and Consolidation. Effective July 1, 1991, the
------------------------
TICOR Title Taxsaver Thrift Plan (TICOR Savings Plan)
as sponsored by TICOR Title Insurance Company for
itself and certain affiliated employers has been
amended, merged and consolidated with and into the
Plan. Notwithstanding any provisions of the Plan to
the contrary, the following provisions will apply to
participants who were covered under the TICOR Savings
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Plan (TICOR Savings Plan Participants) prior to July 1,
1991.
20.2 Participation. Each TICOR Savings Plan Participant who
-------------
was a participant in the TICOR Savings Plan immediately
prior to July 1, 1991 will become a participant in this
Plan as of July 1, 1991. Each other employee of TICOR
Title Insurance Company and any Related Company
participating in the TICOR Savings Plan will be
eligible to participate in this Plan in accordance with
Article Three.
20.3 Vesting in Plan Accounts. As of July 1, 1991 for
------------------------
purposes of calculating Vesting Service under Section
11.1 of this Plan, each TICOR Savings Plan Participant
becoming a participant of this Plan will be entitled to
the number of years of vesting service calculated from
the Participant's date of employment with Ticor Title
or any Related Company.
20.4 Transfer of TICOR Savings Plan Account Balances.
-----------------------------------------------
Effective July 1, 1991, each TICOR Savings Plan
Participant's account balances in that Plan will be
transferred to the Trustee of this Plan and held for
the benefit of TICOR Savings Plan Participants under
this Plan.
A. The account balances so transferred may be
invested in the investment media set forth in
Article 8 except as otherwise noted in Section
20.6 with attendant rights of transfer, etc.,
until distributed in accordance with Article 12 of
this Plan.
20.5 Rights of TICOR Savings Plan Participants. As to the
-----------------------------------------
sums transferred from the TICOR Savings Plan, into this
Plan, a TICOR Savings Plan participant shall enjoy the
same rights of transfer, withdrawal, loan and
distribution except as follows:
A. For the period July 1, 1991 to April 1, 1992, the
maximum amount of a loan on Ticor balances shall
be based on 50% of vested account value.
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B. For the period July 1, 1991 to April 1, 1992, a
Ticor Savings Plan participant may elect to
receive distributions on a quarterly basis.
(EFFECTIVE JULY 1, 1991)
Executed on behalf of Chicago Title and Trust Company
as Plan Sponsor this 1st day of September, 1992.
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Richard P. Toft
--------------------------
President
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<PAGE>
FIRST AMENDMENT TO
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING PLAN
DECEMBER 26, 1992
The undersigned, being the President of CHICAGO
TITLE AND TRUST COMPANY and acting pursuant to authority
granted to the President under that certain resolution duly
adopted by the Board of Directors of CHICAGO TITLE AND TRUST
COMPANY under the date of April 22, 1986 and certain other
resolutions duly adopted by such Board regarding the
coordination of benefit plans of acquired companies, does
hereby consent to and approve on behalf of CHICAGO TITLE AND
TRUST COMPANY the following First Amendment to the CHICAGO
TITLE AND TRUST COMPANY SAVINGS AND PROFIT-SHARING PLAN, as
amended and restated through August 15, 1992 with an
effective date of January 1, 1992:
1. By amending the last sentence of Section 6.2 by
substituting the word "unusual" for the word
"extraordinary."
Executed this 26 day of December, 1992.
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Richard P. Toft
---------------------------
Richard P. Toft
President
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<PAGE>
SECOND AMENDMENT TO
-------------------
CHICAGO TITLE AND TRUST COMPANY
-------------------------------
SAVINGS AND PROFIT-SHARING PLAN
-------------------------------
MARCH 21, 1994
--------------
SUMMARY OF CHANGES
------------------
Section Amended Summary
--------------- -------
2.5 Additional limits on Plan Compensation
are set forth.
2.6 Leased employees are excluded from
definition of Employee.
2.11 Reference to Lincoln National Plan
deleted as unnecessary and new definition
of Omnibus Budget Reconciliation Act of
1993 is added.
2.17 - 2.20 Renumbered.
2.17 (new) Total and Permanent Disability defined
parallel to the meaning given in the
Company's long-term disability plan.
3.1 Status of part-time employees clarified
re: eligibility.
5.5 Participants right to change rate of
contributions is liberalized.
5.6 An administrative procedure is clarified.
6.2 A new accounting standard is incorporated
in the definition of "return on equity."
8.4 Participant's right to change and
transfer investments is liberalized.
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9.2 Administrative procedures clarified re:
account information to participants.
9.3 Valuation of investments changed to a
daily basis.
10.1 Rights of withdrawal re: after-tax
contributions clarified.
10.2(B) Hardship withdrawals permitted only after
certain other resources are exhausted.
10.3 Withdrawal rights clarified.
10.4 Loan procedures and privileges clarified.
12.3 Phraseology clarified, no change in
substance.
12.5 Reference added to preserve methods of
distribution under merged plans.
12.9 Language clarified to permit
distributions to alternate payees to
extent legally permitted.
Articles 18 and 19 Procedures regarding administration of
certain merged plans simplified and
clarified, primarily to reflect changes
arising because of passage of time.
Article 21 New Article added to reference certain
merged plans and to allow for additional
merged plans to be added in the future.
Article 22 New Article added to allow certain
rollovers into the Plan.
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<PAGE>
SECOND AMENDMENT TO
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING PLAN
MARCH 21, 1994
The undersigned, being the President of CHICAGO
TITLE AND TRUST COMPANY and acting pursuant to authority
granted to the President under that certain resolution duly
adopted by the Board of Directors of CHICAGO TITLE AND TRUST
COMPANY under the date of April 22, 1986, as amended, and
certain other resolutions duly adopted by such Board
regarding the coordination of benefit plans of acquired
companies, does hereby consent to and approve on behalf of
CHICAGO TITLE AND TRUST COMPANY the following First Amendment
to the CHICAGO TITLE AND TRUST COMPANY SAVINGS AND PROFIT-
SHARING PLAN, as amended and restated through August 15, 1992
with an effective date of January 1, 1993 except as otherwise
noted:
1. By adding to Section 2.5 four additional paragraphs
reading as follows:
2.5 "Compensation" . . .
In addition to other applicable limitations set
forth in the Plan, and notwithstanding any other
provision of the Plan to the contrary, for Plan
years beginning on or after January 1, 1994, the
annual Compensation of each employee or
participant taken into account under the Plan
shall not exceed the OBRA '93 annual compensation
limit. The OBRA '93 annual compensation limit is
$150,000, as adjusted by the Commissioner for
increases in the cost of living in accordance with
Section 401(a)(17)(B) of the Internal Revenue
Code. The cost-of-living adjustment in effect for
a calendar year applies to any period, not
exceeding 12 months, over which Compensation is
determined (the "determination period") beginning
in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93
annual compensation limitation will be multiplied
by a fraction, the numerator of which is the
number of months in the determination period and
the denominator of which is 12.
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For Plan years beginning on or after January 1,
1994, any reference in this Plan to the limitation
under Section 401(a)(17) of the Code shall mean in
the OBRA '93 annual compensation limit set forth
in this provision.
If Compensation for any prior determination period
is taken in account in determining an employee's
benefits accruing in the current Plan year, the
Compensation for that prior determination period
is subject to the OBRA '93 annual compensation
limit in effect for that prior determination
period. For this purpose, for determination
periods beginning before the first day of the
first plan year beginning on or after January 1,
1994, the OBRA '93 annual compensation limit is
$150,000.
2. By amending Section 2.6 to read as follows:
2.6 "Employee" means any person who is employed by and
rendering personal services to an Employer,
excluding any independent contractor and any
individual who is a "leased employee as defined in
Section 414(n) of the Code.
3. By substituting a new Section 2.11 reading as follows:
2.11 "OBRA" shall mean the Omnibus Budget
Reconciliation Act of 1993, as amended.
4. By renumbering Sections 2.17 through 2.20 as Sections
2.18 through 2.21, respectively.
5. By adding a new Section 2.17 reading as follows:
2.17 "Total and Permanent Disability" shall have the
same meaning as given to that or any comparable
term in the Company's long term disability plan or
if no such plan shall exist the meaning used by
the Social Security Administration for such term
shall be used.
6. By amending Section 3.1 to read, in part, as follows:
3.1 Eligibility. As of the Plan Year commencing with
-----------
1993 any employee of an Employer who is employed
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on a full-time basis, or who is a part-time
employee scheduled to work 20 or more hours a week
will become eligible . . .
A. . . .
B. . . .
Any employee scheduled to work less then 20 hours
a week and any limited term employee retained in
employment beyond the initial term of contract
shall be eligible to participate in the Plan upon
completion of 1,000 hours of service or more
during the first twelve months of employment or
during any Plan Year, subject to an age
requirement as described in this Section.
7. By amending Section 5.5 to read as follows:
5.5 Change in Rate of Contributions. A participant
-------------------------------
may initiate or change the amount of before-tax
contributions on approximately a monthly basis in
accordance with administrative procedures
promulgated for the Plan, but subject to a limit
of twelve changes a year. [Effective April 1,
1993]
8. By amending the only sentence in Section 5.6 to end
after the words "a new election of contributions" and
to delete the balance of such sentence.
9. By amending the second sentence of Section 6.2 to read
as follows:
6.2 Return on Equity. . . . For purposes of this
----------------
paragraph "return on equity" shall mean the
Company's after-tax operating income before net
realized gain or loss on sale of securities and
before net unrealized holding gain or loss on
trading securities divided by the Company's
average operating equity at year-end, exclusive of
unrealized market appreciation or depreciation on
securities, for the current and next previous
calendar year. . . .
[Effective December 31, 1993]
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10. By amending Section 8.4 to read as follows:
8.4 Investment Changes and Transfers. A participant
--------------------------------
may direct a change in the investment of future
contributions in whole multiples of 10% (1 % after
January 1, 1994) from one investment medium to
another on approximately a monthly basis in
accordance with administrative procedures
promulgated for the Plan, subject to a limit of
twelve changes a year. Transfer of funds from one
investment medium to another may be done on a
quarterly basis in any month during a quarter in
accordance with administrative procedures
promulgated for the Plan.
[Effective April 1, 1993]
11. By adding to Section 9.2 the following sentence:
9.2 . . . quarterly basis. The Company may, in its
discretion, make Plan information available to
participants electronically or by other means in which
case the frequency of Plan statements may be adjusted
as the Company deems appropriate but in no event shall
statements be provided less than on an annual basis.
[Effective April 1, 1993]
12. By substituting the word "daily" for the word
"quarterly" in Section 9.3.
[Effective April 1, 1993]
13. By amending Section 10.1 to read as follows:
10.1 After-Tax Contributions. A participant may elect
-----------------------
to withdraw all or any part of after-tax
contributions without penalty on approximately a
monthly basis in accordance with administrative
procedures promulgated for the Plan.
14. By amending Section 10.2(B) to read as follows:
10.2 Withdrawals of Before-Tax Contributions.
---------------------------------------
B. A hardship withdrawal . . . no available
after-tax contribution account balances and
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the participant has exhausted funds available
from Plan loans.
15. By amending Section 10.3 to read as follows:
10.3 Withdrawal of Employer Contributions. Any
------------------------------------
participant with at least five years participation
in the Plan, may withdraw Employer contributions
at any time under procedures promulgated for the
Plan subject to a minimum of $500 and a maximum of
one withdrawal per Plan Year. [Effective April 1,
1993]
16. By amending Section 10.4 to read as follows:
10.4 Loans.
-----
A. Effective April 1, 1993 an active participant
may apply for a Plan loan to be received and
administered in accordance with
administrative procedures promulgated for the
Plan.
B. Loans are subject to the following limits:
i. minimum loan of $1,000;
ii. maximum loan of 50% of vested account
balance, including any after-tax,
rollover, Employer contributions and
before-tax contributions, from $2,000 up
to $100,000; or if less
iii. $50,000 limit for vested account values
in excess of $100,000 reduced by the
excess, if any, of the highest
outstanding balance during the one-year
period ending immediately preceding the
date of the loan over the outstanding
balance on the date of the loan.
C. A participant may not have more than two
loans outstanding at a time. A loan shall be
repaid by payroll deduction but may be
prepaid in full at any time. Repayments
shall be invested in accordance with current
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investment elections. Refinancing of a loan
is not permitted.
D. Loan proceeds are to be drawn from accounts
in the following order: after-tax, rollover,
company contribution and before-tax accounts
and when repaid shall be credited to such
accounts in the reverse order.
E. Loans shall be subject to a minimum
initiation fee of $50 or such other amount as
shall be established from time to time by the
Company.
F. If upon a participant's termination of
employment or death, any loan or portion
thereof made to him under the Plan, together
with accrued interest thereon, remains
unpaid, the amount of such unpaid loan and
accrued interest shall be charged to the
participant's accounts after all other
adjustments required under the Plan have been
made but before any distribution under
Article Twelve.
G. Loans shall bear interest at an annual rate
equal to the prime rate set forth in the Wall
Street Journal less one percent.
[Effective April 1, 1993]
17. By amending the first sentence of Section 12.3 to read,
in part, as follows:
12.3 Employer Profit-Sharing Contributions. Only
-------------------------------------
participants . . . share in such contributions
based on base salary actually received during the
Plan Year. Any participant employed . . . .
18. By adding to the first sentence of Section 12.5 the
following provision:
12.5 Distribution. . . . shall be made in a lump sum;
------------
provided that rights to receive distributions
under options (installments not exceeding 15 years
and 50% joint and survivor annuities) under a plan
merged with this Plan shall be preserved in
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accordance with administrative procedures
promulgated for the Plan to the extent of merged
plan assets which shall be separately accounted
for under this Plan.
19. By adding a new subsection D to Section 12.9 reading as
follows:
12.9 Qualified Domestic Relations Order.
----------------------------------
D. Subject to the terms of the applicable
Qualified Domestic Relations Order, an
alternate payee shall be entitled to receive
a distribution of benefits in the Plan to the
fullest extent permitted under applicable law
subject only to reasonable administrative
procedures promulgated for the Plan.
20. By amending Section 13.1(D) to read as follows:
13.1 Allocation of Responsibility For Plan and Trust
-----------------------------------------------
Administration.
--------------
D. The Policy Committee shall have
responsibility for recommending an employer
contribution level for the Plan,
representation of the Company in policy
decisions affecting the Plan, and such other
nonfiduciary responsibilities as the
President of the Company may designate.
21. By amending and restating Article Eighteen and Article
Nineteen to read as follows:
ARTICLE EIGHTEEN
----------------
MERGERS AND CONSOLIDATION OF
----------------------------
SAFECO TITLE PROFIT-SHARING AND RETIREMENT PLAN
-----------------------------------------------
18.1 Merger and Consolidation. The initial steps
------------------------
toward merger and consolidation of the Safeco
Title Profit-Sharing and Retirement Plan (the
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Safeco Profit-Sharing Plan) occurred effective
July 1, 1987. Except as otherwise noted below,
all provisions of the Plan shall govern the Safeco
Profit-Sharing Plan effective January 1, 1993.
18.2 Vesting. As of January 1, 1993 all active
-------
participants in the Safeco Profit-Sharing Plan
were vested.
18.3 Investment of Safeco Profit-Sharing Plan Assets.
-----------------------------------------------
A. As of December 1, 1992 all cash assets of the
Safeco Profit Sharing Plan shall be invested
in accordance with provisions of the Plan.
B. Participants shall be permitted to retain
their interests in Safeco Corporation common
stock, but shall enjoy an option to direct
the Trustee to convert such stock to cash for
further investment under the Plan.
18.4 Forfeitures. In the event a Safeco Profit-Sharing
-----------
Plan participant whose employment was terminated
and benefits forfeited is reemployed within six
years of the date of his termination of employ-
ment, the Employee's forfeited account shall be
restored as of the date of such reemployment.
Such restoration shall be credited from then
existing forfeitures under this Plan or, to the
extent that forfeitures are not sufficient to
restore such amount, from a supplemental Employer
contribution.
ARTICLE NINETEEN
----------------
MERGER AND CONSOLIDATION OF
---------------------------
THE SAFECO TITLE EMPLOYEES SAVINGS PLAN
---------------------------------------
19.1 Merger and Consolidation. The initial steps
------------------------
toward merger and consolidation of the Safeco
Title Employees Savings Plan occurred effective
July 1, 1987. Except as otherwise noted below,
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all provisions of the Plan shall govern the Safeco
Title Employees Savings Plan effective January 1,
1993.
19.2 Vesting. As of January 1, 1993 all active
-------
participants in the Safeco Title Employee Savings
Plan were vested.
19.4 Investment of Safeco Savings Plan Assets. As of
----------------------------------------
December 1, 1992 all assets of the Safeco Savings
Plan shall be invested in accordance with
provisions of the Plan.
19.5 Forfeitures. In the event a Safeco Savings Plan
-----------
participant whose employment was terminated and
benefits forfeited is reemployed within six years
of the date of such termination of employment, the
employee's forfeited account shall be restored as
of the date of such re-employment. Such
restoration shall be accomplished from existing
forfeitures under the Plan or to the extent that
forfeitures are not sufficient to restore such
amount from supplemental Employer contribution.
22. By adding a new Article Twenty-One Reading as follows:
ARTICLE TWENTY-ONE
------------------
MERGER AND CONSOLIDATION OF
---------------------------
MISCELLANEOUS PLANS
-------------------
21.1 Chicago Title Agency of Arizona, Inc. Effective
-------------------------------------
July 1, 1993 the Arizona Profit-Sharing and
Incentive Savings Plan frozen as of May 1, 1991 as
sponsored by Chicago Title Agency of Arizona, Inc.
has been amended, merged and consolidated with
this Plan with the terms of this plan to control
from and after such date of merger.
[Effective July 1, 1993]
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<PAGE>
08/15/92
21.2 Chicago Title Agency of Central Ohio, Inc.
------------------------------------------
Effective July 1, 1993 the Chicago Title Agency of
Central Ohio, Inc. Profit-Sharing Plan frozen as
of January 1, 1992 as sponsored by Chicago Title
Agency of Central Ohio, Inc. has been amended,
merged and consolidated with this Plan with the
terms of this Plan to control from and after such
date of merger.
[Effective July 1, 1993]
21.3 Liberty Title Company. Effective September 1,
---------------------
1993 the Liberty Title Employees Savings and
Protection Plan frozen as of April 1, 1991 as
sponsored by Liberty Title Company has been
amended, merged and consolidated with this Plan
with the terms of this Plan to control from and
after such date of merger.
[Effective September 1, 1993]
23. By adding a new Article Twenty-Two reading as follows:
ARTICLE TWENTY-TWO
------------------
ROLLOVER CONTRIBUTIONS
----------------------
22.1 Eligible Rollover Contributions.
-------------------------------
A. Notwithstanding any other provisions of the
Plan to the contrary, effective April 1,
1993, a Participant (or a spouse of the
Participant who is an alternate payee under a
qualified domestic relations order) may
elect, at the time and in the manner
specified by the Plan Administrator, to have
any portion of an "eligible rollover
distribution" (as defined below) paid
directly to an "eligible retirement plan" (as
defined below) specified by the Participant
(or a spouse who is an alternate payee) in a
direct rollover. An "eligible rollover
distribution" is any distribution of all or a
portion of the balance to the credit of the
Participant, other than a distribution which
is one of a series of substantially equal
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<PAGE>
08/15/92
periodic payments (not less frequently than
annually) made for the life or life
expectancy of the Participant or the joint
lives or joint life expectancies of the
Participant and the Participant's designated
beneficiary or for a specified period of ten
years or more.
B. Effective April 1, 1993, the Plan will accept
rollover contributions by a participant from
other tax-qualified retirement plans, conduit
IRAs or other funds specifically approved by
the Company, all in accordance with
administrative procedures promulgated for the
Plan.
22.2 Exclusion. An eligible rollover distribution
---------
shall not include any portion of a distribution
required under Section 401(a)(9) of the Code and
any portion of a distribution that is not
includible in gross income.
22.3 Definition. An "eligible retirement plan" is an
----------
individual retirement account or, individual
retirement annuity under Sections 408(a) and
408(b) of the Code, a Section 403(a) annuity plan
or another qualified defined contribution trust
described in Section 401(a) of the Code that
accepts rollover distributions. A Participant's
surviving spouse may direct an eligible rollover
distribution to an eligible retirement plan which
is an individual retirement account or individual
retirement annuity. (Effective April 1, 1993)
Executed this 31st day of March, 1994.
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Richard P. Toft
---------------------------
Richard P. Toft
President
-67-
<PAGE>
08/15/92
<PAGE>
THIRD AMENDMENT TO
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING PLAN
The undersigned, being the President of Chicago Title
and Trust Company and acting pursuant to authority granted to
the President under that certain resolution duly adopted by
the Board of Directors of Chicago Title and Trust Company
under the date of April 27, 1993 and certain other
resolutions duly adopted by such Board, does hereby consent
to and approve on behalf of Chicago Title and Trust Company
the following Third Amendment to the Chicago Title and Trust
Company Savings and Profit-Sharing Plan, as amended and
restated through March 21, 1994, with an effective date of
June 1, 1995 unless otherwise stated.
1. By restating Article Eight to read as follows:
8.1 Use of Trustee. The Company shall maintain a
--------------
trust agreement with the Trustee, or such other
fiduciary as the Company may select for the
custody, investment and maintenance of all Plan
Assets, as hereinafter defined. The Trustee shall
receive, hold, invest and reinvest all Plan
contributions, together with the monies of the
prior CT&T Plan. (Effective January 1, 1995)
8.2 Investment Funds. Subject to the approval of the
----------------
Benefits Policy Committee, the Trustee shall
establish and maintain at least three and not more
than ten investment funds (the "Funds") for the
investment of trust assets. These Funds, together
with Funds of the prior CT&T Plan are referred to
as Plan Assets. The Trustee shall maintain and
communicate to Plan participants, from time to
time, a general description of the investment
objectives of each one of the Funds. (Effective
January 1, 1995)
8.3 Alleghany Stock Fund. Effective March 1, 1996 the
Trustee shall establish and maintain, as one of
the investment funds authorized under Section 8.2,
an investment fund invested in Alleghany
Corporation common stock together with such cash
-68-
<PAGE>
08/15/92
reserves as the Trustee may deem appropriate for
liquidity or other prudent purposes.
The Alleghany Corporation Common Stock Fund shall
be maintained using the unit method of accounting
with shares of stock owned by the Trustee.
Participants will have no right of distribution in
kind from the Fund. All shares of the Fund will
be voted by the Trustee with the use of such
independent fiduciaries as it may, from time to
time, deem appropriate. (Effective January 1,
1996)
8.4 Use of Mutual Funds, or Collective Investment
---------------------------------------------
Media. Subject to the approval of the Policy
-----
Committee, the Trustee may utilize for the
investment of Plan Assets, without limitation, any
mutual funds, common trust funds or collective
investment media maintained, advised or sponsored
by the Trustee or an affiliated company.
(Effective January 1, 1995)
8.5 Investment Selection. Each participant shall
--------------------
elect that percentage, in whole multiples of 1% of
employee and Employer contributions, to be
invested in the Funds. (Effective January 1, 1995)
8.6 Investment Changes and Transfers. A participant
--------------------------------
may direct a change in the investment of future
contributions in whole multiples of 1% from one
investment medium to another on approximately a
monthly basis in accordance with administrative
procedures promulgated for the Plan, subject to a
limit of twelve changes a calendar year. Transfer
of funds from one investment medium to another may
be done on a quarterly basis in any month during a
quarter in accordance with administrative
procedures promulgated for the Plan. (Effective
January 1, 1995)
8.7 Interim Investment or Ineffective Direction. In
-------------------------------------------
the event that an investment direction has not
been received by the Trustee from a participant
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<PAGE>
08/15/92
for Plan Assets or in the event any investment
direction is ambiguous or ineffective, the subject
assets shall be invested in the Safety of
Principal Fund until appropriate investment
direction has been received by the Trustee.
(Effective January 1, 1995)
2. By adding new Section 21.4 and Section 21.5 to Article
Twenty-One reading as follows:
21.4 Montag & Caldwell, Inc. Effective July 31, 1995
----------------------
(but subject to any investment adjustments from
such date to the actual transfer of account
balances), the CRC and Matching Account balance
under the Montag & Caldwell, Inc. Savings and
Retirement Plan and Trust will be merged and
consolidated with the Plan. Such Accounts will be
fully vested and non-forfeitable and the terms of
this Plan shall be continued from and after the
date of merger with respect to such Accounts.
21.5 Commercial Title of Austin. Effective March 1,
--------------------------
1996 (but subject to any adjustments from said
date to the actual transfer of account balances),
the assets of the Commercial Title of Austin
401(k) Plan shall be merged into and consolidated
with the Plan. All accounts from such plan will
be fully vested and non-forfeitable and the time
of terms of this Plan shall be continued from and
after the date of the merger with respect to such
accounts.
3. By adding to the Plan a new Article 23 reading as
follows:
ARTICLE 23 +PLUS ACCOUNT
-------------
23.1 Establishment of +PLUS Account. Effective June 1,
------------------------------
1995, the Company shall establish and maintain a
new account, called the "+PLUS Account." All
assets of the +PLUS Account shall be delivered to
the Trustee to be held as Plan assets in
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<PAGE>
08/15/92
accordance with the trust agreement between the
Company and the Trustee.
23.2 Eligibility. The following persons shall be
-----------
eligible to participate in the +PLUS Account:
A. All persons who were non-vested participants in
the Chicago Title and Trust Company Pension Plan
and who as of January 1, 1995 shall be
automatically eligible for +PLUS Account
participation.
B. Any person participating in the Chicago Title and
Trust Company Pension Plan who elects as of
January 1 of a calendar year to participate in the
+PLUS Account.
C. Any employee hired on or after January 1, 1995 and
who completes one year of eligibility service
shall be automatically eligible for +PLUS Account
participation.
23.3 Vesting. A participant in the +PLUS Account shall
-------
be eligible to receive benefits from, or vest in,
the +PLUS Account upon Completion of five years of
Vesting Service.
23.3 Investment of Accounts. A participant may direct
----------------------
the investment of the participant's +PLUS Account
in any of the Funds maintained by the Company from
time to time for Plan assets in accordance with
administrative procedures promulgated from time to
time by the Company.
23.4 Employee Contributions. The +PLUS Account is
---------------------
wholly funded by Employer contributions. The
amount of contribution made by an Employer on
behalf of a participant is based on the
participant's percentage of base pay as determined
by age plus Credited Service and described on the
following contribution schedule:
-71-
<PAGE>
08/15/92
Points (Age + Percent of All Base Percent of Pay in
Credited Service) Pay (annual average) Excess of Social
Up to Social Security Security Taxable
Taxable Wage Base Wage Base
below 40 1.0% 0.0%
40-49 2.5% 1.0%
50-59 4.0% 2.0%
60-69 6.0% 3.0%
70 or more 8.5% 4.O%
Employer contributions are made based on employment and
participation as of December 31 of a calendar year. If
a participant is not so employed and participating as of
December 31, no contribution will be made by the
participant's Employer except that a prorated
contribution will be made if employment ends prior to
December 31, because of retirement, death or disability.
23.4 Loans and Withdrawal. Loans and Withdrawals by a
--------------------
participant are not permitted from the +PLUS
Account.
23.5 Distribution. A participant shall receive a
------------
distribution from the +PLUS Account in a lump sum
as soon as administratively reasonable after a
participant or the participant's beneficiary
becomes eligible for a distribution.
Executed this 19th day of January, 1996.
CHICAGO TITLE AND TRUST COMPANY
By: /s/ Richard P. Toft
---------------------
Richard P. Toft
President
-72-
Exhibit 4.2
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING TRUST
--------------------------------
<PAGE>
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
ARTICLE I
Name
Parties
ARTICLE II
Fiduciary Responsibility
ARTICLE III
The Trust Fund and Its Administration
The Trust Fund
Certificate of Authority
General Powers
Investment Managers
Compensation and Expenses
Common Fund
Trust Accounting
Limit of Trustee's Responsibility
ARTICLE IV
Investment Funds
Investment Funds
Trustee's Investment of Amounts Credited to
Individually Directed Investment Accounts
ARTICLE V
General Provisions
Action by Employers
Warranty
Disagreement as to Acts
Courts
Evidence
Third Parties
No Reversion in Employers
Interests Not Transferable
Indemnification
Litigation by Participants
Liabilities Mutually Exclusive
Waiver of Notice
Counterparts
Controlling Law
Gender and Number
-2-
<PAGE>
Successors
Severability
Statutory References
ARTICLE VI
Changes in Trustee
Resignation or Removal of Trustee
Appointment of Successor Trustee
Duties of Resigning or Removed Trustee and of
Successor Trustee
ARTICLE VII
Amendment and Termination
Amendment
Termination
ARTICLE VIII
Incorporation of Collective Investment Trusts
-3-
<PAGE>
<PAGE>
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING TRUST
--------------------------------
THIS AGREEMENT, made this 29th day of December,
1994 by and between CHICAGO TITLE AND TRUST COMPANY, an
Illinois corporation (the "company") in its corporate
capacity, and CHICAGO TITLE AND TRUST COMPANY in its
fiduciary capacity as trustee (the "Trustee"),
WITNESSETH THAT:
WHEREAS, the company has established the Chicago
Title and Trust Company Savings and Profit Sharing Plan (the
"plan") effective June 26, 1985, a copy of which plan, as
amended from time to time, will be identified by the
Secretary of the company and filed with the Trustee; and
WHEREAS, this trust agreement is intended to con-
stitute an amendment and restatement of the Chicago Title and
Trust Company Savings and Profit Sharing Trust as in effect
immediately prior to this Agreement and to implement the plan
and form a part of it:
NOW, THEREFORE, IT IS AGREED that this agreement,
on and after the day and year first above written, shall con-
stitute the sole trust agreement between the company and the
Trustee in connection with the plan.
ARTICLE I
---------
Name
----
This agreement and the trust hereby evidenced may
be referred to as Chicago Title and Trust Company Savings and
Profit Sharing Trust.
Parties
-------
The Plan is sponsored and administered by the
company (the "Plan Administrator"). Upon written approval by
Board resolution, the company may allow another affiliated
employer or member of the company's controlled group to adopt
the plan and as a result become a party to this trust
agreement. All such employers, including the company,
participating under
<PAGE>
this agreement will be referred to as "employer(s)"
throughout the remainder of this agreement.
ARTICLE II
----------
Fiduciary Responsibility
------------------------
The Plan Administrator, Trustee, any investment
manager appointed pursuant to paragraph III-4, and any other
fiduciaries with respect to the plan or trust shall discharge
their duties hereunder solely in the interest of participants
and beneficiaries, for the exclusive purpose of providing
their benefits and defraying reasonable expenses of plan and
trust administration, with 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 enterprise of a like
character and with like aims.
ARTICLE III
-----------
The Trust Fund and Its Administration
-------------------------------------
III-1. The Trust Fund. The "trust fund" as at
--------------
any date means all property then held by the Trustee under
this agreement.
III-2. Certificate of Authority. The plan is
------------------------
administered by the Plan Administrator and Benefits Policy
Committee ("Committee").
III-3. General Powers. The Trustee shall have
--------------
exclusive authority and discretion to manage and control the
trust fund except to the extent that authority to manage
investments has been allocated to one or more investment
managers pursuant to paragraph III-4. The Trustee shall have
the following powers, rights and duties in addition to those
provided elsewhere in this agreement, the plan or by law:
(a) To acquire and become the policyholder under
-2-
<PAGE>
group annuity contracts issued by a legal
reserve life insurance company; and to manage,
sell, contract to sell, grant options to
-3-
<PAGE>
purchase, convey, exchange, transfer, abandon,
improve, repair, insure, lease for any term
(although commencing in the future or
extending beyond the term of this Trust) and
otherwise deal with all property, real or
personal, in such way, for such
considerations, and on such terms and
conditions as the Trustee decides.
(b) To retain in cash such amounts as the Trustee
considers advisable and as are permitted by
applicable law; to invest and reinvest part or
all of the balance of the trust fund in
stocks, bonds, notes, mortgages, mutual fund
shares or other property of any kind, real or
personal, including (with the approval of the
company) units of collective investment trusts
and one or more group annuity, deposit
administration or separate account contracts
issued by a legal reserve life insurance
company; and to diversify such investments so
as to minimize the risk of large losses,
unless under the circumstances it is clearly
prudent not to do so.
(c) To deposit cash in any depositary without
liability for interest and, without limiting
the generality of the foregoing, to invest
cash in savings accounts or time certificates
of deposit bearing a reasonable rate of
interest.
(d) To make any payment or distribution from the
trust fund as directed by the Plan Ad-
ministrator without inquiring as to whether a
payee or distributee is entitled thereto or as
to whether it is proper, and the Trustee shall
not be liable for a payment or distribution
that is not proper under the terms of the plan
or this agreement; and to notify the Plan
Administrator if a payment or distribution is
returned to the Trustee, and the Trustee shall
have no obligation to search for or ascertain
the whereabouts of a payee or distributee.
(e) To the extent permitted by law, to borrow from
anyone, with the Committee's approval, such
sum or sums from time to time as the Trustee
considers desirable to carry out this trust,
and to mortgage or pledge all or part of the
trust fund as security.
-4-
<PAGE>
(f) To retain any funds or property subject to any
dispute without liability for interest and to
decline to make payment or delivery thereof
until final adjudication by a court of
competent jurisdiction or until an appropriate
release is obtained.
-5-
<PAGE>
(g) To begin, maintain or defend any litigation
necessary in connection with the adminis-
tration of the plan or this trust, except
that, unless otherwise required by law, the
Trustee shall not be obliged or required to do
so unless indemnified to the Trustee's
satisfaction.
(h) To compromise, contest, arbitrate or abandon
claims or demands.
(i) To give proxies to vote stocks and other
voting securities, to join in or oppose (alone
or jointly with others) voting trusts,
mergers, consolidations, foreclosures,
reorganizations, liquidations, or other
changes in the financial structure of any
corporation, and to exercise or sell stock
subscription or conversion rights.
(j) To hold securities or other property in the
name of a nominee, in a depositary, or in any
other way, with or without disclosing the
trust relationship; provided however, that
except as authorized by regulations issued by
the Secretary of Labor, the indicia of
ownership of the assets of the trust fund
shall not be maintained outside the
jurisdiction of the district courts of the
United States.
(k) To report to the Plan Administrator on each
accounting date under the plan, or as soon
thereafter as practicable, or at such other
times as the Plan Administrator may request,
the then net worth of the trust fund (that is,
the fair market value of all assets comprising
the trust fund, less liabilities, if any,
other than liabilities to persons entitled to
benefits under the plan) determined on the
basis of such evidence, data or information as
the Trustee considers pertinent and reliable
and subject to the provisions of paragraph
III-7 below.
(l) To furnish to the employers an annual account
or an account for such other period as the
company may specify or as may be required
under this agreement or the plan, showing all
investments, receipts, disbursements, and
other transactions involving the trust during
-6-
<PAGE>
the accounting period, and also showing the
assets of the trust fund held at the end of
the period, which to the extent permitted by
law, shall be conclusive on all persons,
including the employers, except as to any act
or transaction as to which an employer files
with the Trustee written exceptions or objec-
tions within one hundred eighty days after
receipt of the account.
-7-
<PAGE>
(m) To pay any estate, inheritance, income or
other tax, charge or assessment attributable
to any benefit payable under the plan out of
such benefit after giving the employers notice
as far in advance as practicable; to defer
making payment of any such tax, charge or
assessment if it is indemnified to its
satisfaction in the premises; and to require
before making any payment such release or
other document from any lawful taxing
authority and such indemnity from the intended
payee as the Trustee considers necessary for
its protection; and to withhold and pay over
any federal or state income taxes due and
payable on any payment or distribution under
the plan, when directed by the Committee.
(n) To maintain records and accounts reflecting
all receipts and disbursements under this
agreement and such other records and accounts
as the Committee or Plan Administrator may
specify, all of which shall be open to the
inspection of the Committee or Plan
Administrator at all reasonable times, and may
be audited from time to time by anyone named
by the Committee or Plan Administrator.
(o) To employ agents, attorneys, accountants or
other persons (who also may be employed by the
employers) and to delegate to them such powers
as the Trustee considers desirable (except
that the Trustee may not delegate its
responsibilities as to the management or
control of the assets of the trust fund),
provided that such delegation, and the
acceptance thereof, by such agents, attorneys,
accountants or other persons, shall be in
writing; and, to the extent permitted by law,
the Trustee shall be protected in acting or
refraining from acting on the advice of
persons so employed without court action.
(p) To appoint a bank, trust company, or broker or
dealer registered under the Securities
Exchange Act of 1934 to act as custodian with
respect to any portion of the trust fund; and
a custodian so appointed shall have custody of
such assets as are deposited with it and as
custodian such rights, powers and duties with
respect thereto as shall be agreed upon from
time to time by the Trustee and such
-8-
<PAGE>
custodian.
(q) To furnish the Committee or Plan Administrator
with such information in the Trustee's
possession as the Committee or Plan
Administrator may need for tax or other
purposes.
(r) At the direction of the Committee or Plan
Administrator, to receive, hold and invest any
funds or other property transferred to the
Trustee from:
-9-
<PAGE>
(i) any other trust forming a part of a plan
intended to meet the requirements of
Section 401(a) of the Internal Revenue
Code;
(ii) an employee of an employer if such funds
or property qualify as a rollover amount
described in Section 402(c)(4) of the
Internal Revenue Code; or
(iii) an individual retirement account or
individual retirement annuity maintained
by an employee of an employer, if such
funds or property qualify as a rollover
contribution described in Section
408(d)(3) of the Internal Revenue Code;
and to allocate, credit and distribute any
such funds and other property so transferred
in accordance with the terms of the plan.
(s) To transfer all or any portion of the trust
fund to another trust or trusts forming a part
of a plan or plans that are intended to meet
the requirements of Section 401(a) of the
Internal Revenue Code, as directed by the
Committee or Plan Administrator.
(t) To perform any and all other acts which in the
Trustee's judgment are appropriate for the
proper management, investment and distribution
of the trust fund.
III-4. Investment Managers. The company may ap
-------------------
point one or more investment managers to manage the
investment of any part of the assets of the trust fund.
Except as otherwise provided by law, the Trustee shall have
no obligation for investment of any assets of the trust fund
which are subject to management by an investment manager.
Appointment of an investment manager shall be made by written
notice to the investment manager and the Trustee, which
notice shall specify those powers, rights and duties of the
Trustee under this agreement that are allocated to the
investment manager and that portion of the assets of the
trust fund subject to investment management. An investment
manager so appointed pursuant to this paragraph shall be
either a registered investment adviser under the Investment
Advisers Act of 1940, a bank, as defined in said Act, or an
-10-
<PAGE>
insurance company qualified to manager, acquire and dispose
of the assets of the plan under the laws of more than one
state of the United States. Any such investment manager
shall acknowledge to the company in writing that it accepts
such appointment and that it is a fiduciary with respect to
the plan and trust. An investment manager may resign at any
time upon written notice
-11-
<PAGE>
to the Trustee and the Committee and the company. The
company may remove an investment manager at any time by
written notice to the investment manager, the Committee and
the Trustee.
III-5. Compensation and Expenses. Except as
-------------------------
otherwise provided below in this agreement, all reasonable
costs, charges, and expenses incurred in the administration
of this trust and the plan, including compensation to the
Trustee (as agreed upon between the company and the Trustee),
compensation to an investment manager (as agreed upon between
the company and the investment manager), and any compensation
to agents, attorneys, accountants and other persons employed
by the Trustee, will be paid from the trust fund to the
extent not paid by the employers. Expenses incurred in
connection with the sale, investment and reinvestment of the
trust fund (such as brokerage, postage, express and insurance
charges and transfer taxes) shall be paid from the trust
fund. Any costs, charges, expenses and compensation paid
from the trust fund to the employers or Trustee or any party
in interest (as defined in Section 3(14) of ERISA) will be
subject to the provisions of Sections 408(b)(2), 408(b)(4),
408(b)(6), 408(b)(8) and 408(c) of ERISA and any regulations
or exemptions issued thereunder.
III-6. Common Fund. The Trustee shall not be re
-----------
quired to make any separate investment of the trust fund for
the account of the plan as applied to multiple employers and
may administer and invest all contributions made under the
plan as one trust fund. If, for any purpose, it becomes
necessary to determine as of any date the portion of the
trust fund allocable to all or any group of participants
employed by any one of the employers, the company shall
specify such date as a special accounting date and, after all
adjustments required as of the date have been made, such
portion of the trust fund shall be an amount equal to the
aggregate of the account balances of such participants. Any
such determination by the Committee or Plan Administrator
shall be binding upon all of the employers, participants and
all other persons. The Trustee will have no duty or
responsibility to question any determination or direction by
the Committee or Plan Administrator under this paragraph
III-6.
III-7. Trust Accounting. For purposes of deter
----------------
-12-
<PAGE>
mining the value of assets in the trust, the Trustee shall
value such assets in accordance with the Trustee's procedures
for determining fair market value as of any date for which
such valuation or accounting is required, including the
procedures for valuation of any interests in any collective
investment trust described in Article VIII.
-13-
<PAGE>
III-8. Limit of Trustee's Responsibility. No
---------------------------------
power, duty or responsibility is imposed upon the Trustee
under the plan, except as set forth in this agreement. Until
they determine or are advised to the contrary, the Trustee
and any investment manager (appointed as provided in
paragraph III-4) may assume that this trust is qualified
under Section 401(a), and is entitled to tax exemption under
Section 501(a), of the Internal Revenue Code.
ARTICLE IV
----------
Investment Funds
----------------
IV-1. Investment Funds. If the Committee or Plan
----------------
Administrator has authorized the establishment of investment
funds under the plan, the Committee or Plan Administrator
shall direct the Trustee as to the type of investment funds
(e.g., equity fund, fixed income fund, balanced fund,
guaranteed investment contract fund) to be offered under the
plan and the Committee shall establish written guidelines and
objectives for each fund under the plan. The Trustee shall
invest contributions and account balances among the
investment funds in the proportions specified by the
Committee in accordance with the provisions of the plan, but
shall have no duty to verify such directions and shall not
have any responsibility or liability for any loss to any
participant or beneficiary which results from following such
directions.
IV-2. Trustee's Investment of Amounts Credited to
-------------------------------------------
Individually Directed Investment Accounts. If the employer
-----------------------------------------
has provided for participants to individually direct the in-
vestment of contributions and/or account balances in one or
more investment funds ("investment accounts"), the Trustee
shall, upon written direction from the Committee or Plan Ad-
ministrator made in accordance with the provisions of the
plan, invest and reinvest amounts credited to such partici-
pant's investment account as directed by the participant,
subject to the following:
(a) Except as otherwise provided below, the
-14-
<PAGE>
Trustee shall make investments in such
investment funds only as the Committee or Plan
Administrator directs in writing and the
Trustee shall be under no obligation to
inquire as to the propriety of such
-15-
<PAGE>
direction or as to the amount to be invested
in each such investment account on behalf of
such participant.
(b) The Trustee shall have the power to invest any
portion of the assets in a participant's
investment account which is held in cash or
cash equivalents in short term, fixed income
investments pending receipt of instructions
from the Committee or Plan Administrator
regarding the investment of a participant's
accounts. While an investment fund transfer
is pending, a participant will not share in
any gains or losses in the fund to which such
amount is transferred until the trade into
such fund is settled by the Trustee.
(c) The employers shall indemnify and hold the
Trustee harmless for any losses suffered as a
result of investments and reinvestments made
by the Trustee in good faith reliance upon any
investment direction given by such participant
under the plan. The Trustee shall not be
indemnified or held harmless by the employers
for any losses incurred by a participant as a
result of the Trustee's breach of fiduciary
duty with respect to the Trustee's management
of any investment account or collective
investment trust under Article VIII of the
trust. A participant shall not direct the
Trustee to enter into any prohibited
transferred (as defined in Code Section 4975).
(d) The Trustee shall determine and report to the
Plan Administrator on each accounting date or
as soon thereafter as practicable the fair
market value (as determined in the sole
discretion of the Trustee in accordance with
paragraph III-7) of the assets held for the
benefit of each participant in an investment
fund in accordance with this paragraph. The
Trustee shall have the right to rely on any
valuations and fair market valuations prepared
by third parties as to assets held by any such
third party.
(e) The Trustee shall provide to the Plan
Administrator on each accounting date or as
soon thereafter as practicable a statement
showing the assets held for the benefit of
each participant in such investment funds and
-16-
<PAGE>
any expenses attributable to the acquisition
and maintenance of such assets and expenses
attributable to any assets disposed of since
the last preceding accounting date.
(f) On the written direction of a participant
given to the Trustee by the Plan Administrator
in accordance with the plan, the Trustee shall
liquidate for their fair market value (as
determined by the Trustee) all of the assets
held for the
-17-
<PAGE>
benefit of the participant in an investment
fund(s) and report the amount realized on such
liquidation.
(g) Notwithstanding paragraph III-5, all expenses
incurred in connection with the sale,
investment and reinvestment of assets in a
participant's investment fund (such as
brokerage, postage, express and insurance
charges and transfer taxes) shall be charged
to the appropriate investment fund.
(h) If required by law, the Trustee reserves the
right to disapprove any investment direction
filed with the Trustee.
(i) Except to the extent otherwise required by
law, the Trustee shall not be liable or
responsible for any loss resulting to an
investment fund by reason of any investment or
reinvestment made by the Trustee at the
direction of the participant through the
Committee or Plan Administrator, and the
Trustee is relieved of any duty to review from
time to time such amounts or property held in
any investment fund.
ARTICLE V
---------
General Provisions
------------------
V-1. Action by Employers. Any action required or
-------------------
permitted by an employer under the trust shall be by
resolution of its Board of Directors, by resolution of a duly
authorized committee of its Board of Directors, or by a
person or persons authorized by resolution of its Board of
Directors or such committee.
V-2. Warranty. The company warrants that all
--------
directions or authorizations by the Committee or Plan
Administrator, whether for the payment of money or otherwise,
will comply with the plan and this trust.
V-3. Disagreement as to Acts. If there is a
-18-
<PAGE>
-----------------------
disagreement between the Trustee and anyone as to any act or
transaction reported in any accounting, the Trustee shall
have the right to a settlement of its account by any proper
court.
-19-
<PAGE>
V-4. Courts. Except as otherwise provided by law,
------
in case of any court proceedings involving an employer, the
Trustee or the trust fund, only the employer concerned, the
Committee and/or Plan Administrator and the Trustee shall be
necessary parties to the proceedings, and no other person
shall be entitled to notice of process. A final judgment
entered in any such proceedings shall be conclusive.
V-5. Evidence. Evidence required of anyone under
--------
this agreement may be by certificate, affidavit, document or
other information which the person acting on it considers
pertinent and reliable, and signed, made or presented by the
proper party or parties.
V-6. Third Parties. Except as otherwise provided
-------------
by law, the Trustee's exercise or nonexercise of its powers
and discretions in good faith shall be conclusive on all per-
sons. No one shall be obliged to see to the application of
any money paid or property delivered to the Trustee, except
to the extent such person is acting as an investment manager
as respects such money or property. The certificate of the
Trustee that it is acting according to this agreement will
fully protect all persons dealing with the Trustee. An
insurance company may assume that this agreement and the plan
have not been amended or changed unless notice of such
amendment or change is received by the insurance company at
its home office.
V-7. No Reversion in Employers. The employers
-------------------------
shall have no right, title or interest in the trust fund, nor
shall any part of the trust fund revert or be repaid to an
employer, directly or indirectly, unless:
(a) the Internal Revenue Service initially
determines that the plan, as applied to such
employer, does not meet the requirements of
Section 401(a) of the Internal Revenue Code,
in which event the contributions made to the
plan by such employer shall be returned to it;
(b) a contribution is made by such employer by
mistake of fact and such contribution is
returned to the employer within one year after
payment to the Trustee; or
-20-
<PAGE>
(c) a contribution conditioned on the deducti-
bility thereof is disallowed as an expense for
federal income tax purposes and such
contribution (to the extent disallowed) is
returned to
-21-
<PAGE>
the employer within one year after the
disallowance of the deduction.
The amount of any contribution that may be returned to an
employer pursuant to subparagraph (b) or (c) above must be
reduced by any portion thereof previously distributed from
the trust fund and by any losses of the trust fund allocable
thereto, and in no event may the return of such contributions
cause any participant's account balances to be less than the
amount of such balances had the contribution not been made
under the plan.
V-8. Interests Not Transferable. The interests of
--------------------------
persons entitled to benefits under the plan are not subject
to their debts or other obligations and, except as may be
required by the tax withholding provisions of the Internal
Revenue Code or any state's income tax or pursuant to a
qualified domestic relations order as defined in Section
414(p) of the Internal Revenue Code, may not be voluntarily
or involuntarily sold, transferred, alienated, assigned or
encumbered.
V-9. Indemnification. To the extent permitted by
---------------
law, none of the Trustee, any present or former Committee
member, Plan Administrator, nor any person who is or was a
director, officer, or employee of any employer, shall be
personally liable for any act done or omitted to be done in
good faith in the administration of the plan or this trust.
Any employee of an employer to whom the company has appointed
as a Committee member or delegated any portion of its
responsibilities under the plan, any person who is or was
director or officer of an employer, present and former Com-
mittee members, and each of them, shall, to the extent
permitted by law, be indemnified and saved harmless by the
employers (to the extent not indemnified or saved harmless
under any liability insurance or other indemnification
arrangement with respect to the plan or this trust) from and
against any and all liability or claim of liability to which
they may be subjected by reason of any act done or omitted to
be done in good faith in connection with the administration
of the plan or this trust or the investment of the trust
fund, including all expenses reasonably incurred in their
defense if the employers fail to provide such defense after
having been requested to do so in writing. The Trustee shall
be indemnified and saved harmless by the employers (to the
extent not indemnified or saved harmless under any liability
insurance or other indemnification arrangement with respect
to the plan or this trust) only with respect to liability or
-22-
<PAGE>
claim of liability to which the Trustee shall be subjected by
reason of its good faith compliance with any directions given
in accordance with the provisions of the plan or this trust
by an investment manager, the Committee, the Plan
Administrator, the company, or any person duly authorized by
the company, or by reason of its failure to take any action
with respect to any assets of the trust fund which are
subject to investment
-23-
<PAGE>
direction from an investment manager in the absence of
direction from the investment manager, including all expenses
reasonably incurred in its defense if the employers fail to
provide such defense after having been requested to do so in
writing.
V-10. Litigation by Participants. If a legal
--------------------------
action begun against the Trustee, an employer or the company
by or on behalf of any person results adversely to that
person, or if a legal action arises because of conflicting
claims to a participant's or other person's benefits, the
cost to the Trustee, the employer or the company of defending
the action will be charged to the extent permitted by law to
the sums, if any, which were involved in the action or were
payable to the person concerned.
V-11. Liabilities Mutually Exclusive. To the ex
------------------------------
tent permitted by law, the Trustee, the Committee, the Plan
Administrator, an investment manager and each employer shall
be responsible only for its own acts or omissions and the
Trustee shall not be required to collect any contribution
from an employer or any other person or to verify that it is
in the proper amount. No insurance company shall be a party
to this agreement for any purpose or be responsible for the
validity of this agreement it being intended that an
insurance company shall be liable only for the obligations
set forth in the contracts issued by it.
V-12. Waiver of Notice. Any notice required under
----------------
this agreement may be waived by the person entitled to such
notice.
V-13. Counterparts. This agreement may be
------------
executed in two or more counterparts, any one of which will
be an original without reference to the others.
V-14. Controlling Law. Except to the extent
---------------
superseded by laws of the United States, the laws of Illinois
shall be controlling in all matters relating to this
agreement.
-24-
<PAGE>
-25-
<PAGE>
V-15. Gender and Number. Where the context
-----------------
admits, words in the masculine gender shall include the
feminine and neuter genders, the singular shall include the
plural, and the plural shall include the singular.
V-16. Successors. This agreement shall be binding
----------
on all persons entitled to benefits under the plan and their
respective heirs and legal representatives, on the employers
and their successors and assigns and on the Trustee and its
successors. The term "employer" as used in the plan and this
agreement includes any entity that continues the plan and
this trust in effect, as provided in the plan; any, if
employer concerned is the company, the term "company" also
shall include such entity.
V-17. Severability. If any provision of the plan
------------
or this agreement is held to be illegal or invalid, such
illegality or invalidity shall not affect the remaining
provisions of the plan and this agreement, and they shall be
construed and enforced as if such illegal or invalid
provision had never been inserted therein.
V-18. Statutory References. Any references in the
--------------------
plan or this agreement to a Section of the Internal Revenue
Code of 1986 (the "Code") or the Employee Retirement Income
Security Act of 1974 ("ERISA") shall include any comparable
section or sections of any future legislation which amends,
supplements or supersedes said Section.
ARTICLE VI
----------
Changes in Trustee
------------------
VI-1. Resignation or Removal of Trustee. The
---------------------------------
Trustee may resign at any time by giving thirty days' advance
written notice to the employers, the Plan Administrator and
the Committee. The company may remove a Trustee by written
notice to the Trustee and the Committee or Plan
Administrator.
VI-2. Appointment of Successor Trustee. The
--------------------------------
-26-
<PAGE>
company shall fill any vacancy in the office of the Trustee
as soon as practicable and shall give prompt written notice
thereof to the person or corporation appointed to fill the
vacancy, the other employers and the Committee.
-27-
<PAGE>
VI-3. Duties of Resigning or Removed Trustee and
-------------------------------------------
of Successor Trustee. A Trustee that resigns or is removed
--------------------
shall furnish promptly to the employers, the Committee, the
Plan Administrator and the successor Trustee an account of
its administration of the trust from the date of its last
account. Each successor Trustee shall succeed to the title
to the trust fund vested in its predecessor without the
signing or filing of any instrument, but each predecessor
Trustee shall execute all documents and do all acts necessary
to vest such title of record in the successor Trustee. Each
successor Trustee shall have all the powers conferred by this
agreement as if originally named Trustee. No successor
Trustee shall be personally liable for any act or failure to
act of a predecessor Trustee. With the approval of the
company, a successor Trustee may accept the account furnished
and the property delivered by a predecessor Trustee without
incurring any liability for so doing, and, to the extent
permitted by law, the acceptance will be a complete discharge
to the predecessor Trustee.
ARTICLE VII
-----------
Amendment and Termination
-------------------------
VII-1. Amendment. This trust may be amended from
---------
time to time by the company, except as follows:
(a) The duties and liabilities of the Trustee
cannot be changed without its consent.
(b) Except as provided in paragraph V-7, under no
condition shall an amendment result in the
return or repayment to an employer of any part
of the trust fund or the income from it or
result in the distribution of the trust fund
for the benefit of anyone other than persons
entitled to benefits under the plan.
VII-2. Termination. If the plan is terminated,
-----------
this trust, including all rights, titles, powers, duties,
discretions and immunities imposed on or reserved to the
-28-
<PAGE>
Trustee and the employers nevertheless shall continue in
effect until all assets have been distributed by the Trustee
as directed by the Committee under the plan.
-29-
<PAGE>
ARTICLE VIII
------------
Incorporation of Collective Investment Trusts
---------------------------------------------
VIII-1. The Declaration of Trust, executed by
Chicago Title and Trust Company on January 17, 1968,
establishing "Chicago Title and Trust Company Investment
Trust for the Employee Benefit Plans," as it may be amended
from time to time, is hereby adopted as a part of this
agreement. Notwithstanding any other provision of this
agreement, the Trustee may cause any part or all of the
assets held hereunder to be commingled with the assets of
other trusts by investment as part of any fund established
under said Declaration of Trust, and the assets so invested
shall be subject to all of the provisions of said Declaration
of Trust as it may be amended from time to time.
VIII-2. The Declaration of Trust executed by
Chicago Title and Trust Company on July 22, 1981,
establishing "Chicago Title and Trust Company Short Term
Investment Fund for Employee Benefits Plans," as it may be
amended from time to time, is hereby adopted as a part of
this agreement. Notwithstanding any other provisions of this
agreement, the Trustee may cause any part or all of the
assets held hereunder to be commingled with the assets of
other trusts by investment as part of any fund established
under said Declaration of Trust, and the assets so invested
shall be subject to all of the provisions of said Declaration
of Trust as it may be amended from time to time.
VIII-3. The Declaration of Trust executed by
Chicago Title and Trust Company on April 24, 1985, establish-
ing "Chicago Title and Trust Company Stated Principal Value
Investment Trust for Employee Benefit Plans," as it may be
amended from time to time, is hereby adopted as a part of
this agreement. Notwithstanding any other provisions of this
agreement, the Trustee may cause any part or all of the
assets held hereunder to be commingled with the assets of
other trusts by investment as part of any fund established
under said Declaration of Trust, and the assets so invested
shall be subject to all of the provisions of said Declaration
of Trust as it may be amended from time to time.
* * *
-30-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be signed and their respective corporate
seals affixed and attested by
-31-
<PAGE>
their respective officers, the day and year first above
written; the Trustee hereby evidencing its acceptance of the
trust, and its agreement to perform the duties given or
required of it by the trust.
CHICAGO TITLE AND TRUST COMPANY,
in its Corporate Capacity
By:/s/ Thomas J. Adams
-----------------------------
Its: Vice President
(Corporate Seal)
ATTEST:
Mary J. Reichenbach
------------------------------
Its Assistant Secretary
CHICAGO TITLE AND TRUST COMPANY,
in its Fiduciary Capacity as
Trustee
By: /s/ Andrew P. Mayo
------------------------------
Its: Vice President
(Corporate Seal)
ATTEST:
/s/ Karen F. Prange
----------------------------------
Its Assistant Secretary
-32-
<PAGE>
<PAGE>
FIRST AMENDMENT TO THE
CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT SHARING TRUST
WHEREAS, Chicago Title and Trust Company in its
corporate capacity (the "Corporation") has entered into the
Chicago Title and Trust Company Savings and Profit Sharing
Trust Agreement (the "Trust Agreement"), forming part of the
Chicago Title and Trust Company Savings and Profit Sharing
Plan (the "Plan"), with Chicago Title and Trust Company in
its fiduciary capacity as Trustee; and
WHEREAS, the Policy Committee under the Plan has
determined that investments in certain of the mutual funds
known as CT&T Funds would be appropriate investments under
the Plan; and
WHEREAS, the Trustee has advised the Policy
Committee that the approval of an Independent Fiduciary is
necessary to effect the initial investment of Plan assets in
shares of CT&T Funds; and
WHEREAS, the Policy Committee desires to appoint
Cole Taylor Bank of Chicago, Illinois as the Independent
Fiduciary in connection with the initial investment of Plan
assets in shares of CT&T Funds; and
WHEREAS, the Corporation has authority, under
Section VII-1 of the Trust Agreement to amend the Trust
Agreement with the consent of the Trustee,
NOW THEREFORE, the Chicago Title and Trust Company
Savings and Profit Sharing Trust Agreement, effective
December 29, 1994, is hereby amended, effective May 31, 1995,
as follows:
Section 111-3 is hereby amended by adding the
following language after the first full sentence:
Solely in connection with the exchange of CT&T
Collective Fund shares for CT&T Mutual Fund shares,
the Trustee will be directed by an Independent
Fiduciary to be designated in writing by the Policy
Committee, and the authority of such Independent
Fiduciary will cease upon the effecting of the
exchange.
Except as otherwise provided herein, the Trust
Agreement shall remain in full force and effect.
-33-
<PAGE>
-34-
<PAGE>
IN WITNESS WHEREOF, Chicago Title and Trust Company
in its corporate capacity and Chicago Title and Trust Company
in its fiduciary capacity as Trustee have caused this
amendment to be executed this 5th day of September, 1995.
CHICAGO TITLE AND TRUST COMPANY,
in its Corporate Capacity
By: /s/ Thomas J. Adams
----------------------------
Its: Vice President
CHICAGO TITLE AND TRUST COMPANY,
in its Fiduciary Capacity as Trustee
By: /s/ Andrew P. Mayo
----------------------------
Its: Vice President
-35-
<PAGE>
<PAGE>
SECOND AMENDMENT TO
THE CHICAGO TITLE AND TRUST COMPANY
SAVINGS AND PROFIT-SHARING TRUST
January 18, 1996
This Second Amendment to The Chicago Title and
Trust Company Savings and Profit Sharing Trust (Second
Amendment) to that certain Chicago Title and Trust Company
Savings and Profit Sharing Trust (Trust) dated December 24,
1994 as amended May 31, 1995 is made and entered into this
18th day of January, 1996 by and between CHICAGO TITLE AND
TRUST COMPANY (CT&T) in its corporate capacity and THE
CHICAGO TRUST COMPANY (Chicago Trust) successor through
corporate reorganization to Chicago Title and Trust Company
in its fiduciary capacity, being the original parties to the
Trust.
The parties hereby agree to amend the Trust as
follows:
1. By adding a new paragraph III-3(u) to read as follows:
III-3. (u) Without limitation, subject to the
approval of the Committee, the Trustee
may utilize for the investment of assets
of the trust fund, any mutual funds,
common trust funds or collective
investment media maintained, advised or
sponsored by the Trustee or an affiliated
company.
2. By adding a new paragraph IV-3 to read as follows:
IV-3. Effective March 1, 1996, subject to the
approval of the Benefits Policy
Committee, the Trustee shall establish
and maintain one of the investment funds
authorized under Section IV-1 above as an
investment fund to be invested in
Alleghany Corporation Common Stock and
such cash as the Trustee shall deem
appropriate for liquidity or other
prudent purposes. The Alleghany common
stock fund shall be maintained utilizing
the unit accounting method with ownership
of shares in the Trustee. Participants
will have no right of distribution in
kind of their interests in the Fund. All
-36-
<PAGE>
shares of the Fund will be voted by the
Trustee with the use of such independent
fiduciaries as the Trustee may, from time
to time, deem appropriate.
-37-
<PAGE>
Except as just provided herein, the Trust as amended
shall remain in full force and effect.
Executed this 18th day of January, 1996.
CHICAGO TITLE AND TRUST COMPANY, THE CHICAGO TRUST COMPANY,
in its corporate capacity in its fiduciary capacity as
the successor by corporate
reorganization to CT&T in
its fiduciary capacity
By: /s/ Thomas J. Adams By: /s/ Andrew P. Mayo
----------------------- -----------------------
-38-
EXHIBIT 5
Law Offices of
Donovan Leisure Newton & Irvine
30 Rockefeller Plaza
New York, New York 10112
January 19, 1996
Alleghany Corporation
375 Park Avenue
New York, New York 10152
Re: Alleghany Corporation
Registration Statement on Form S-8
Filed with the Securities and Exchange
Commission on January 19, 1996
--------------------------------------
Gentlemen:
We are acting as counsel for Alleghany Corporation,
a Delaware corporation ("Alleghany"), in connection with the
registration by Alleghany under the Securities Act of 1933,
as amended (the "Act"), of 15,000 shares of common stock, par
value $1.00 per share (the "Shares"), to be offered pursuant
to the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") under the Registration
Statement on Form S-8 filed with the Securities and Exchange
Commission on January 19, 1996 (the "Registration
Statement"). The Registration Statement also covers an
indeterminate amount of interests to be offered or sold
pursuant to the CT&T Savings Plan.
We are familiar with the proceedings of Alleghany
relating to the authorization and issuance of the Shares. In
addition, we have made such further examinations of law and
fact as we have deemed appropriate in connection with the
opinion hereinafter set forth. We express no opinion as to
the law of any jurisdiction other than the laws of the State
of New York and the corporate laws of the State of Delaware.
<PAGE>
Based upon the foregoing, we are of the opinion
that the Shares to be offered pursuant to the CT&T Savings
Plan have been duly authorized and, when issued in accordance
with the resolutions of the Board of Directors of Alleghany
authorizing such issuance, will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement. In giving such
consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7
of the Act, or under the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Donovan Leisure Newton & Irvine
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alleghany Corporation:
We consent to the use of our reports incorporated herein by
reference and to the reference to our firm as experts in the
registration statement. Our reports refer to the adoption by
Alleghany of the provisions of Financial Accounting Standards
Board's Statements of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity
Securities" and No. 109, "Accounting for Income Taxes" at
December 31, 1993 and in 1992, respectively.
/s/ KPMG Peat Marwick LLP
New York, New York
January 19, 1996
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ Dan R. Carmichael
------------------------------
Dan R. Carmichael
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 16th day of January, 1996.
/s/ Allan P. Kirby, Jr.
------------------------------
Allan P. Kirby, Jr.
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ F.M. Kirby
------------------------------
F.M. Kirby
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ William K. Lavin
------------------------------
William K. Lavin
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ John E. Tobin
------------------------------
John E. Tobin
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ James F. Will
------------------------------
James F. Will
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ Paul F. Woodberry
------------------------------
Paul F. Woodberry
<PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the
undersigned does hereby constitute and appoint JOHN J.
BURNS, JR. and ROBERT M. HART, and each of them, with full
powers of substitution, his true and lawful attorneys-in-fact
and agents to do any and all acts and things and to execute
any and all instruments which said attorneys and agents may
deem necessary or advisable to enable Alleghany Corporation,
a Delaware corporation, to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission in respect thereof,
in connection with the registration under said Act of (i) the
number of shares of Common Stock, $1.00 par value, of
Alleghany Corporation (the "Plan Shares") that may be offered
from time to time to employees of Chicago Title and Trust
Company ("CT&T") eligible to participate ("Participants") in
the Chicago Title and Trust Company Savings and Profit
Sharing Plan (the "CT&T Savings Plan") in accordance with the
terms thereof, and (ii) an indeterminate amount of interests
("Plan Interests") to be offered or sold to Participants
pursuant to the CT&T Savings Plan, including specifically,
but without limitation thereof, power and authority to sign
his name as director of Alleghany Corporation to the
Registration Statement to be filed with the Securities and
Exchange Commission and any amendment thereto in respect of
such Plan Shares and Plan Interests and to any documents
filed as part of or in connection with said Registration
Statement or amendments; and the undersigned does hereby
ratify and confirm all that said attorneys and agents shall
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF the undersigned has subscribed
these presents on the 19th day of December, 1995.
/s/ S. Arnold Zimmerman
------------------------------
S. Arnold Zimmerman
