<PAGE>
As filed with the Securities and Exchange Commission on July 9, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------
WORLD COLOR PRESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE ________________ 37-1167902
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
THE MILL
340 PEMBERWICK ROAD
GREENWICH, CONNECTICUT 06831
(Address of principal executive offices)
---------------
WORLD COLOR PRESS, INC. 401(K) PLAN
ALDEN PRESS PROFIT- SHARING PLAN
(full title of the plans)
<TABLE>
<CAPTION>
---------------
<S> <C>
COPY TO:
JENNIFER L. ADAMS STEVEN DELLA ROCCA
Vice Chairman, Chief Legal and Latham & Watkins
Administrative Officer and Secretary 885 Third Avenue
World Color Press, Inc. Suite 1100
The Mill, 340 Pemberwick Road New York, New York 10022
Greenwich, Connecticut 06831 (212) 906-1200
(203) 532-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered (1) Registered Offering Price Aggregate Registration
Per Share (2) Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 600,000 $28.00 $16,800,000 $4,956
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plans.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based upon the
average of the high and low price for shares of the Company's common stock,
par value $.01 per share, as reported on the New York Stock Exchange
composite tape on July 6, 1999.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed by World Color Press, Inc.,
a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission") and are incorporated in this Registration
Statement by reference:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended December 27, 1998 (the "1998 10-K");
b. The portions of the Company's 1998 Definitive Proxy Statement for
its Annual Meeting of Stockholders dated March 26, 1999 and the Company's 1998
Annual Report to Stockholders that have been incorporated by reference into the
1998 10-K;
c. The Company's Current Report on Form 8-K dated February 23, 1999;
d. The Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 28, 1999;
e. All other reports filed by the Company pursuant to Section 13(a)
and 15(d) of the Securities Exchange Act of 1934 since the end of the Company's
fiscal year ended December 27, 1998; and
f. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on January 22, 1996 pursuant
to Section 12 of the Securities Exchange Act of 1934.
All documents filed by the Company or the World Color Press, Inc.
401(k) Plan (the "Plan") pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 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 such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein, modifies or supersedes
<PAGE>
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not required to be filed with this Registration Statement.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
As permitted by Delaware General Corporation Law, the Company's Amended
and Restated Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its stockholders for
monetary damages for any breach of fiduciary duty as a director, except for
liability (i) for breach of the duty of loyalty to the Company or its
stockholders, (ii) for acts or omission not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law (governing distributions to stockholders)
or (iv) for any transaction for which a director derives an improper personal
benefit. In addition, Section 145 of the General Corporation Law of Delaware and
Article VIII, Section 1 of the Company's Amended and Restated By-laws (the
"By-laws"), under certain circumstances, provide for the indemnification of the
Company's officers, directors, employees, and agents against liabilities which
they may incur in such capacities. A summary of the circumstances in which such
indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to Article VIII, Section 1 of the
By-laws.
In general, the Company will indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Company to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and except that no such indemnification will be made in respect of any claim,
issue or matter as to which such person is adjudged to be liable for negligence
or misconduct in the performance of his duty to the Company unless and only to
the extent that the Court of Chancery of Delaware or the court in which such
action or suit was brought determines upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such Court of Chancery or such other court deems proper.
Any indemnification under the previous paragraphs (unless ordered by a
court) will be made by the Company only as authorized in the specific case upon
a determination that indemnification of the director, officer, employee or agent
is proper in the circumstances because he has met the applicable standard of
conduct set forth above. Such determination shall be made
<PAGE>
(1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding or (2) if such
a quorum is not obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written opinion or (3)
by the stockholders. To the extent that a director, officer, employee or agent
of the Company is successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Company in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors in the
manner provided above upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it is
ultimately determined that he is entitled to be indemnified by the Company as
authorized by the By-laws.
The indemnification provided by Article VIII, Section 1 of the By-laws
is not exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and will continue as to a person who
has ceased to be a director, officer, employee or agent and will inure to the
benefit of the heirs, executors and administrators of such a person.
The board of directors may authorize, by a vote of a majority of a
quorum of the board of directors, the Company to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under the By-laws.
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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 7. Exemption from Registration Claimed
Not applicable.
<PAGE>
Item 8. Exhibits
4.1 World Color Press, Inc. 401(k) Plan.
4.2 Alden Press Profit-Sharing Plan.
23 Consent of Deloitte & Touche.
24 Power of Attorney (included in the signature page to the Registration
Statement).
Pursuant to Item 8 of the instructions to Form S-8, the
undersigned registrant hereby undertakes to submit the World
Color Press, Inc. 401(k) Plan and the Alden Press
Profit-Sharing Plan, and any amendment thereto, to the
Internal Revenue Service ("IRS") in a timely manner, and has
made or will make all changes required by the IRS in order to
qualify such plans under Section 401(a) of the Internal
Revenue Code of 1986, as amended.
Item 9. Undertakings
a. The undersigned registrant and the Plans hereby undertake:
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
and of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
(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)(ii) and (a)(1)(iii) shall not
apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
<PAGE>
(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 and the Plans hereby undertake
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 each filing of the
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 Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Greenwich, Connecticut,
on July 8, 1999.
WORLD COLOR PRESS, INC.
By: /s/ Jennifer L. Adams
--------------------------------
Jennifer L. Adams
Vice Chairman, Chief Legal and Administrative
Officer and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below, hereby constitutes and appoints Robert G. Burton, Jennifer L.
Adams and Robert B. Lewis, and each acting alone, his true and lawful
attorneys-in-fact and agents, with full power of resubstitution and
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with respect to
this Registration Statement or any amendments or supplements hereto in and about
the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in their
respective capacities with World Color Press, Inc. and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLES DATE
<S> <C> <C>
/s/ Robert G. Burton
- ------------------------ Chairman of the Board of July 8, 1999
Robert G. Burton Directors and Chief Executive
Officer (Principal Executive
Officer)
/s/ Marc L. Reisch Director, President July 8, 1999
- ------------------------
Marc L. Reisch
/s/ Robert B. Lewis
- ------------------------ Executive Vice President, July 8, 1999
Robert B. Lewis Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Gerald S. Armstrong Director July 8, 1999
- ------------------------
Gerald S. Armstrong
/s/ Patrice M. Daniels Director July 8, 1999
- ------------------------
Patrice M. Daniels
/s/ Alexander Navab, Jr. Director July 8, 1999
- ------------------------
Alexander Navab, Jr.
/s/ Scott M. Stuart Director July 8, 1999
- ------------------------
Scott M. Stuart
/s/ Dr. Mark J. Griffin Director July 8, 1999
- ------------------------
Dr. Mark J. Griffin
</TABLE>
<PAGE>
THE PLANS. Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, acting as Plan Administrator, has duly caused this
Registration Statement to be signed on behalf of each Plan in the city of
Greenwich, Connecticut, on July 8, 1999.
WORLD COLOR PRESS, INC. 401(K) PLAN
By: /s/ Robert G. Burton
--------------------------------------
Robert G. Burton, Chief Executive Officer
World Color Press, Inc.,
as Plan Administrator
ALDEN PRESS PROFIT-SHARING PLAN
By: /s/ Robert G. Burton
--------------------------------------
Robert G. Burton, Chief Executive Officer
World Color Press, Inc.,
as Plan Administrator
<PAGE>
WORLD COLOR PRESS, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBIT NUMBERED PAGE
- ------ ---------------------- -------------
<S> <C>
4.1 World Color Press, Inc. 401(k) Plan
4.2 Alden Press Profit-Sharing Plan
23 Consent of Deloitte & Touche.
24 Power of Attorney (included in the signature page to the Registration
Statement).
</TABLE>
<PAGE>
Exhibit 4.1
WORLD COLOR PRESS, INC.
401(k) PLAN
<PAGE>
WORLD COLOR PRESS, INC.
401(K) PLAN
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I. DEFINITIONS...........................................................................................1
Section 1.1. - General.........................................................................................1
Section 1.2. - Accounts........................................................................................1
Section 1.3. - Active Participant..............................................................................1
Section 1.4. - Administrator...................................................................................2
Section 1.5. - Annual Addition.................................................................................2
Section 1.6. - Bargaining Unit.................................................................................2
Section 1.7. - Beneficiary.....................................................................................3
Section 1.8. - Board...........................................................................................3
Section 1.9. - Break in Service Year...........................................................................3
Section 1.10. - Code...........................................................................................3
Section 1.11. - Company; Company Affiliate.....................................................................3
Section 1.12. - Company Stock..................................................................................4
Section 1.13. - Company Stock Fund.............................................................................4
Section 1.14. - Compensation...................................................................................4
Section 1.15. - Contribution Percentage........................................................................5
Section 1.16. - Covered Location...............................................................................5
Section 1.17. - Deferral Percentage............................................................................6
Section 1.18. - Deferred Compensation..........................................................................6
Section 1.19. - Deferred Compensation Account..................................................................6
Section 1.20. - Direct Rollover................................................................................6
Section 1.21. - Disability Retirement..........................................................................6
Section 1.22. - Disability Retirement Date.....................................................................7
Section 1.23. - Distributee....................................................................................7
Section 1.24. - Eligible Employee..............................................................................7
Section 1.25. - Eligible Retirement Plan.......................................................................7
Section 1.26. - Eligible Rollover Distribution.................................................................7
Section 1.27. - Employee.......................................................................................8
Section 1.28. - ERISA..........................................................................................8
Section 1.29. - Five Percent Owner.............................................................................8
Section 1.30. - Hardship.......................................................................................9
Section 1.31. - Highly Compensated Employee....................................................................9
Section 1.32. - Hour of Service...............................................................................10
Section 1.33. - Investment Fund...............................................................................11
Section 1.34. - Leveling Method...............................................................................11
Section 1.35. - Matching Account..............................................................................11
<PAGE>
Section 1.36. - Merged Accounts; Non-Vested Merged Accounts; Vested
Merged Accounts...............................................................................11
Section 1.37. - Merged Participant............................................................................12
Section 1.38. - Military Leave................................................................................12
Section 1.39. - Normal Retirement.............................................................................12
Section 1.40. - Normal Retirement Date........................................................................12
Section 1.41. - Participant...................................................................................12
Section 1.42. - Payday........................................................................................12
Section 1.43. - Plan..........................................................................................12
Section 1.44. - Plan Representative...........................................................................13
Section 1.45. - Plan Year.....................................................................................13
Section 1.46. - Profit-Sharing Account........................................................................13
Section 1.47. - Qualified Account.............................................................................13
Section 1.48. - Rollover Account..............................................................................13
Section 1.49. - Rules of the Plan.............................................................................13
Section 1.50. - Separation from the Service...................................................................13
Section 1.51. - Service.......................................................................................14
Section 1.52. - Spousal Consent...............................................................................14
Section 1.53. - Spouse; Surviving Spouse......................................................................14
Section 1.54. - Statutory Compensation........................................................................14
Section 1.55. - Supplement....................................................................................15
Section 1.56. - Trust.........................................................................................15
Section 1.57. - Trust Agreement...............................................................................15
Section 1.58. - Trust Fund....................................................................................15
Section 1.59. - Trustee.......................................................................................16
Section 1.60. - Valuation Date................................................................................16
Section 1.61. - Vested........................................................................................16
Section 1.62. - Years of Vesting Service......................................................................16
ARTICLE II. ELIGIBILITY.........................................................................................17
Section 2.1. - Requirements for Participation.................................................................17
Section 2.2. - Notice of Participation........................................................................18
Section 2.3. - Enrollment.....................................................................................18
Section 2.4. - Inactive Status................................................................................18
ARTICLE III. PARTICIPANTS'DEFERRALS.............................................................................19
Section 3.1. - Deferral of Compensation.......................................................................19
Section 3.2. - Suspension of Deferral.........................................................................19
Section 3.3. - Commencement, Resumption or Change of Deferred Compensation....................................19
Section 3.4. - Deposit in Trust...............................................................................19
Section 3.5. - Deferral Percentage Fail-Safe Provisions.......................................................20
Section 3.6. - Return of Excess Deferred Compensation.........................................................22
2
<PAGE>
ARTICLE IV. CONTRIBUTIONS OF THE COMPANY........................................................................22
Section 4.1. - Determination of Annual Contribution...........................................................22
Section 4.2. - Maximum Annual Contribution....................................................................22
Section 4.3. - Contribution Date..............................................................................23
ARTICLE V. PARTICIPATION IN COMPANY CONTRIBUTIONS AND
FORFEITURES....................................................................................23
Section 5.1. - Deferred Compensation Account..................................................................23
Section 5.2. - Profit-Sharing Account; Matching Account; Qualified Account....................................24
Section 5.3. - Allocation of Company Contributions............................................................24
Section 5.4. - Allocation of Forfeitures......................................................................25
Section 5.5. - Contribution Percentage Fail-Safe Provisions...................................................25
Section 5.6. - Reemployment Rights after Qualified Military Service...........................................26
ARTICLE VI. INVESTMENT OF ACCOUNTS..............................................................................28
Section 6.1. - Investment Options.............................................................................28
Section 6.2. - Description of Investment Funds................................................................29
Section 6.3. - Effect of Non-Election.........................................................................29
ARTICLE VII. VALUATION OF THE TRUST FUND AND ACCOUNTS...........................................................29
Section 7.1. - Determination of Values........................................................................29
Section 7.2. - Allocation of Values...........................................................................30
Section 7.3. - Applicability of Account Values................................................................30
ARTICLE VIII. VESTING OF INTERESTS..............................................................................30
Section 8.1. - Vesting of Accounts............................................................................30
Section 8.2. - Additional Vesting of Accounts.................................................................31
ARTICLE IX. WITHDRAWALS AND LOANS...............................................................................31
Section 9.1. - Withdrawal from Deferred Compensation Account other than for
Hardship.....................................................................................31
Section 9.2. - Hardship Withdrawal from Deferred Compensation Account.........................................31
Section 9.3. - Option to Withdraw.............................................................................33
Section 9.4. - Other Withdrawals Prohibited; Restrictions on Certain Distributions............................33
Section 9.5. - Loans to Participants..........................................................................33
ARTICLE X. EMPLOYMENT AFTER NORMAL RETIREMENT DATE..............................................................36
Section 10.1. - Continuation of Employment....................................................................36
3
<PAGE>
Section 10.2. - Continuation of Participation.................................................................36
Section 10.3. - Mandatory In-Service Distributions............................................................36
ARTICLE XI. BENEFITS UPON RETIREMENT............................................................................36
Section 11.1. - Normal or Disability Retirement...............................................................36
Section 11.2. - Rights Upon Normal or Disability Retirement...................................................37
Section 11.3. - Distribution of Accounts......................................................................37
Section 11.4. - Determination of Value of Accounts............................................................38
ARTICLE XII. BENEFITS UPON DEATH................................................................................39
Section 12.1. - Designation of Beneficiary....................................................................39
Section 12.2. - Distribution on Death.........................................................................39
Section 12.3. - Determination of Value of Accounts............................................................40
ARTICLE XIII. BENEFITS UPON RESIGNATION OR DISCHARGE............................................................41
Section 13.1. - Distributions on Resignation or Discharge.....................................................41
Section 13.2. - Determination of Value of Accounts............................................................41
Section 13.3. - Forfeitures...................................................................................42
Section 13.4. - Restoration of Forfeitures....................................................................42
ARTICLE XIV. TOP HEAVY PROVISIONS...............................................................................43
Section 14.1. - Top Heavy Determination.......................................................................43
Section 14.2. - Minimum Benefits..............................................................................45
Section 14.3. - Limitation on Benefits........................................................................46
ARTICLE XV. ADMINISTRATIVE PROVISIONS...........................................................................46
Section 15.1. - Duties and Powers of the Administrator........................................................46
Section 15.2. - Expenses of Administration....................................................................47
Section 15.3. - Payments......................................................................................47
Section 15.4. - Statement to Participants or Merged Participants..............................................47
Section 15.5. - Inspection of Records.........................................................................48
Section 15.6. - Claims Procedure..............................................................................48
Section 15.7. - Conflicting Claims............................................................................49
Section 15.8. - Effect of Delay or Failure to Ascertain Amount
Distributable or to Locate Distributee......................................................49
Section 15.9. - Service of Process............................................................................50
Section 15.10. - Limitations Upon Powers of the Administrator.................................................50
Section 15.11. - Effect of Administrator Action...............................................................50
Section 15.12. - Contributions to Rollover Accounts...........................................................50
4
<PAGE>
Section 15.13. - Assignments, etc., Prohibited; Distributions Pursuant to Qualified
Domestic Relations Orders; Certain Offsets of Accounts...................................52
Section 15.14. - Direct Rollovers.............................................................................53
Section 15.15. - Corrective of Administrative Error; Special Contribution.....................................53
Section 15.16. - Purchase of Annuities........................................................................53
ARTICLE XVI. TERMINATION, DISCONTINUANCE, AMENDMENT, MERGER, ADOPTION OF PLAN...................................53
Section 16.1. - Termination of Plan; Discontinuance of Contributions..........................................53
Section 16.2. - Amendment of Plan.............................................................................54
Section 16.3. - Retroactive Effect of Plan Amendment..........................................................54
Section 16.4. - Consolidation or Merger; Adoption of Plan by Other Companies..................................55
ARTICLE XVII. MISCELLANEOUS PROVISIONS..........................................................................56
Section 17.1. - Identification of Fiduciaries.................................................................56
Section 17.2. - Allocation of Fiduciary Responsibilities......................................................56
Section 17.3. - Limitation on Rights of Employees.............................................................57
Section 17.4. - Limitation on Annual Additions; Treatment of Otherwise Excessive
Allocations.................................................................................57
Section 17.5. - Voting Rights.................................................................................58
Section 17.6. - Governing Law.................................................................................59
Section 17.7. - Plurals.......................................................................................59
Section 17.8. - Titles........................................................................................59
Section 17.9. - References....................................................................................59
Section 17.10.- Use of Trust Funds...........................................................................59
</TABLE>
Exhibit 1
Schedule I
Schedule II
5
<PAGE>
Supplement A - Rice Plan
Supplement B - J&H Plan
Supplement C - Lanman Plan
Supplement D - Northeast Plan
Supplement E - Book Services Plan
Supplement F - Ringer Plan
Supplement G - Shea Plan
Supplement H - Midwest Plan
Supplement I - Wessel Plan
Supplement J - Northeast Bindery Plan
Supplement K - Acme Plan
Supplement L - Magna Plan
Supplement M - Century Plan
Supplement N - Dittler Plan
Supplement O - Dittler Union Plan
6
<PAGE>
WORLD COLOR PRESS, INC.
401(k) PLAN
World Color Press, Inc., a Delaware corporation, adopted the
World Color Press 401(k) Savings and Investment Plan (the "Plan") for the
exclusive benefit of its Eligible Employees, effective as of January 1, 1991.
The Plan has been amended on November 22, 1994, December 1, 1994 and April 1,
1996.
In order to comply with amendments to the Internal Revenue
Code mandated by the Uniformed Services Employment and Reemployment Rights Act
of 1994, the Uruguay Round Agreements Act (GATT), the Small Business Job
Protection Act of 1996, the Taxpayer Relief Act of 1997 and the IRS
Restructuring and Reform Act of 1998, to provide for the mergers of the plans
described in the Supplements into the Plan and to make certain other changes to
the Plan (including its name change to the World Color Press, Inc. 401(k) Plan),
this amendment to the Plan has been adopted by the Company, effective as of
January 1, 1997, except as otherwise provided in the Plan and Exhibit 1 which is
attached hereto and incorporated herein by this reference. This amendment to the
Plan constitutes a complete amendment, restatement and continuation of the Plan.
The Plan is a profit-sharing plan with a cash or deferred
arrangement intended to comply with the provisions of Sections 401(a) and 401(k)
of the Code.
ARTICLE I.
DEFINITIONS
SECTION 1.1. - GENERAL
Whenever any of the following terms is used in the Plan with
the first letter or letters capitalized, it shall have the meaning specified
below unless the context clearly indicates to the contrary.
SECTION 1.2. - ACCOUNTS
"Account" or "Accounts" of a Participant shall mean, as the
context indicates, any one or more of his or her Deferred Compensation Account,
his or her Matching Account, his or her Profit-Sharing Account, his or her
Qualified Account, his or her Rollover Account, if any, or his or her Merged
Accounts in the Trust Fund established in accordance with Sections 5.1, 5.2(b),
5.2(a), 5.2(c), 15.12, 1.36 and the Supplements, respectively.
SECTION 1.3. - ACTIVE PARTICIPANT
"Active Participant" shall mean a Participant who has not
incurred a Separation from the Service and who remains an Eligible Employee.
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SECTION 1.4. - ADMINISTRATOR
"Administrator" shall mean the Company, acting through its
chief executive officer or his or her delegate.
SECTION 1.5. - ANNUAL ADDITION
"Annual Addition" of a Participant for the Plan Year in
question shall mean the sum of
(a) Company contributions and forfeitures allocated
to his or her Accounts under the Plan for that Plan Year,
(b) Deferred Compensation allocated to his or her
Deferred Compensation Account for that Plan Year (excluding any excess
amounts which are distributed to him or her pursuant to Section 3.6),
(c) Company contributions, forfeitures and
Participant contributions allocated to his or her accounts under all
other qualified defined contribution plans, if any, of the Company and
any Company Affiliate for that Plan Year,
(d) Except for purposes of Section 17.4(a)(i), the
sum of any
(i) Company contributions allocated to an
individual medical account as defined in Code Section
415(l)(1), which is maintained under a qualified pension or
annuity plan, and
(ii) Company contributions allocated to the
separate account of a Key Employee (as defined in Section
14.1(b)(iv)) for the purpose of providing post-retirement
medical benefits.
If, in a particular Plan Year, the Company contributes an
amount to a Participant's Accounts because of an erroneous forfeiture in a prior
Plan Year, or because of an erroneous failure to allocate amounts in a prior
Plan Year, the contribution shall not be considered an Annual Addition with
respect to the Participant for that particular Plan Year, but shall be
considered an Annual Addition for the Plan Year to which it relates. If the
amount so contributed in the particular Plan Year takes into account actual
investment gains attributable to the period subsequent to the Plan Year to which
the contribution relates, the portion of the total contribution which consists
of such gains shall not be considered as an Annual Addition for any Plan Year.
SECTION 1.6. - BARGAINING UNIT
"Bargaining Unit" shall mean a bargaining unit
covered by a collective bargaining agreement with the Company if
retirement benefits were the subject of good faith bargaining with
respect to such agreement.
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SECTION 1.7. - BENEFICIARY
"Beneficiary" shall mean a person or trust properly designated
by a Participant to receive benefits, as provided in Article XII.
SECTION 1.8. - BOARD
"Board" shall mean the Board of Directors of the Company.
SECTION 1.9. - BREAK IN SERVICE YEAR
"Break in Service Year" of an Employee or former Employee
shall mean the three hundred and sixty-five day period
(a) which begins on the later of
(i) the date of his last Separation from the
Service, or
(ii) if the Employee furnishes to the
Administrator such timely information as the Administrator
may reasonably require to establish that the Employee's
absence from work is for any of the following reasons or
purposes, the second anniversary of the first day of his
absence from work
a by reason of pregnancy of the
Employee,
b by reason of the birth of a
child of the Employee,
c by reason of the placement of a
child with the Employee in connection with the
adoption of such child by the Employee, or
d for purposes of caring for such
child for a period beginning immediately following
such birth or placement, and
(b) during no part of which he was an Employee or
employed by a Company Affiliate.
SECTION 1.10. - CODE
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
SECTION 1.11. - COMPANY; COMPANY AFFILIATE
(a) "Company" shall mean World Color Press, Inc., any other
company which subsequently adopts the Plan as a whole or as to any one or more
divisions, in accordance with Section 16.4(c), and any successor company which
continues the Plan under Section 16.4(a).
(b) "Company Affiliate" shall mean any employer which, at the
time of reference, was, with the Company, a member of a controlled group of
corporations or trades or
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businesses under common control, or a member of an affiliated service group, as
determined under regulations issued by the Secretary of the Treasury or his or
her delegate under Code Sections 414(b), (c), (m) and 415(h) and any other
entity required to be aggregated with the Company pursuant to regulations issued
under Code Section 414(o).
SECTION 1.12. - COMPANY STOCK
"Company Stock" shall mean
(a) in the event the Company has only one authorized
class of capital stock, such class of stock, or
(b) in the event the Company (and any corporation
which is in the same controlled group (as defined in Code Section
409(l)(4)) at any time has more than one authorized class of capital
stock, any class which constitutes "employer securities" as that term
is defined in Code Section 409(l).
SECTION 1.13. - COMPANY STOCK FUND
"Company Stock Fund" shall mean the Investment Fund invested
primarily in Company Stock.
SECTION 1.14. - COMPENSATION
(a) Except as provided in subsections (b), (c), (d) and the
Supplements, "Compensation" for any Plan Year shall mean all regular cash
compensation and overtime paid to a Participant in that Plan Year for services
rendered to the Company as an Employee,
(i) including amounts not includable in taxable
income by reason of Code Sections 125 (cafeteria plans), 402(a)(8)
(401(k) plans), 402(h) or 403(b), and
(ii) excluding commissions, bonuses, other extra
compensation, all reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation,
and welfare benefits (including severance benefits) (even if otherwise
includable in taxable income),
(b) For purposes of Sections 1.15 and 1.17, "Compensation" of
a Participant for any Plan Year shall mean wages and all other payments of
compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(i) including amounts not includable in taxable
income by reason of Code Sections 125 (cafeteria plans), 402(e)(3)
(401(k) plans), 402(h) or 403(b), and
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(ii) excluding all reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, and welfare benefits (including severance
benefits) (even if includable in taxable income).
(c) Notwithstanding subsection (b), solely for the purposes of
Sections 1.15 and 1.17, the Administrator may elect for any Plan Year to exclude
from Compensation amounts deferred under Article III and under cafeteria plans,
or to apply any alternate definition of Compensation; provided, however, that
such definition shall satisfy the requirements of Code Section 414(s) and the
Regulations thereunder.
(d) For all purposes of the Plan Compensation in excess of
$150,000 (adjusted for increases in the cost of living discussed in Code Section
401(a)(17) shall be disregarded.
SECTION 1.15. - CONTRIBUTION PERCENTAGE
(a) "Contribution Percentage" for a Plan Year shall mean, with
respect to eligible Participants who are Highly Compensated Employees as a group
and to eligible Participants who are not Highly Compensated Employees as a
group, the average obtained, as to each such Participant, by dividing
(i) his or her allocations described in
subsection (b), by
(ii) his or her Compensation for that portion of the
Plan Year during which he or she was eligible to receive allocations to
his or her Matching Account.
(b) The allocations described in this subsection are
(i) allocations to his or her Matching Account under
Section 5.3(b) (and, to the extent elected by the Administrator under
Section 5.5(b), amounts credited to his or her Qualified Account for
that Plan Year), excluding any amounts forfeited under Section
5.5(b)(vi), and
(ii) allocations to his or her Deferred Compensation
Account, to the extent that the Administrator elects to take such
allocations into account under Section 5.5.
(c) For purposes of this Section, all plans required to be
taken into account under Code Section 401(m)(2)(B) shall be treated as a single
plan.
(d) The Administrator may elect to expand the Compensation of
a Participant taken into account for purposes of subsection (a)(ii) to such
amounts received by him or her for that entire Plan Year; provided, however,
that such determination shall be applied uniformly to all Participants for the
year in question.
SECTION 1.16. - COVERED LOCATION
(a) "Covered Location" shall mean the locations or process
levels of the Company or any Company Affiliate which the Administrator may
designate as a Covered Location
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under the Plan. Such designations shall be set forth in Schedule 1 which is
attached hereto and incorporated in the Plan by this reference and shall specify
the effective date of each such location's or process location's designation as
a Covered Location under the Plan after December 31, 1998. Schedule 1 may be
modified from time to time by the Administrator without formally amending the
Plan.
SECTION 1.17. - DEFERRAL PERCENTAGE
(a) "Deferral Percentage" for a Plan Year shall mean,
with respect to each eligible Participant by dividing
(i) the amount, if any, credited to his or her
Deferred Compensation Account for that Plan Year in question under this
Plan and any other plans which are aggregated with this Plan under Code
Section 401(k)(3)(A) (including any excess amounts described in Code
Section 402(g) if he or she is a Highly Compensated Employee but
excluding any excess amounts distributed to him or her pursuant to
Section 17.4(b)) (and, to the extent elected by the Administrator under
Section 3.5(d), amounts credited to his or her Qualified Account for
that Plan Year), by
(ii) his or her Compensation for that portion of the
Plan Year during which he or she was eligible to defer Compensation to
his or her Deferred Compensation Account.
(b) The Administrator may elect to expand the Compensation of
a Participant taken into account for purposes of subsection (a)(ii) to such
amounts received by him or her for that entire Plan Year; provided, however,
that such determination shall be applied uniformly to all Participants for the
year in question.
SECTION 1.18. - DEFERRED COMPENSATION
"Deferred Compensation" of a Participant shall mean an amount
contributed by the Company to the Plan for him or her under Section 4.1(a).
SECTION 1.19. - DEFERRED COMPENSATION ACCOUNT
"Deferred Compensation Account" of a Participant shall mean
his or her individual account in the Trust Fund established in accordance with
Section 5.1.
SECTION 1.20. - DIRECT ROLLOVER
"Direct Rollover" shall mean a payment by the Plan to an
Eligible Retirement Plan designated by a Distributee.
SECTION 1.21. - DISABILITY RETIREMENT
"Disability Retirement" of a Participant shall mean his or her
Separation from the Service authorized by the Administrator upon its finding,
based on competent medical evidence,
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that the Participant, as a result of mental or physical disease or condition,
will be permanently unable to discharge his or her assigned duties.
SECTION 1.22. - DISABILITY RETIREMENT DATE
"Disability Retirement Date" of a Participant shall mean the
date (prior to his or her Normal Retirement Date) fixed by the Administrator for
his or her Disability Retirement.
SECTION 1.23. - DISTRIBUTEE
"Distributee" shall mean a Participant, Surviving Spouse or an
alternate payee under a qualified domestic relations order, as defined in Code
Section 414(p).
SECTION 1.24. - ELIGIBLE EMPLOYEE
"Eligible Employee" shall mean an Employee employed at a
Covered Location who is not eligible to participate in another qualified defined
contribution plan of the Company but excluding:
(a) Employees who are members of a Bargaining Unit, unless the
provisions of the collective bargaining agreement applicable to such Bargaining
Unit provide for participation herein, which shall be set forth on Schedule II
hereto;
(b) Employees of a Company Affiliate to whom participation in
the Plan has not been extended;
(c) Non-resident aliens, with no U.S. source income.
SECTION 1.25. - ELIGIBLE RETIREMENT PLAN
"Eligible Retirement Plan" shall mean an individual retirement
account (described in Code Section 408(a)), an individual retirement annuity
(described in Code Section 408(b)), an annuity plan (described in Code Section
403(a), or a qualified trust (described in Code Section 401(a)), that will
accept a Distributee's Eligible Rollover Distribution; provided, however, that
in the case of an Eligible Rollover Distribution to a Distributee who is a
Surviving Spouse of a Participant an "Eligible Retirement Plan" shall mean only
an individual retirement account or an individual retirement annuity.
SECTION 1.26. - ELIGIBLE ROLLOVER DISTRIBUTION
(a) Except as provided in subsection (b), "Eligible Rollover
Distribution" shall mean any distribution of all or any portion of a
Participant's Accounts to a Distributee.
(b) "Eligible Rollover Distribution" shall not mean any
distribution
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(i) that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
Beneficiary,
(ii) that is paid for a specified period of ten years
or more,
(iii) that is part of a series of distributions
during a calendar year to the extent that such distributions are
expected to total less than $200 or a total lump sum distribution which
is equal to less than $200, as described in Temp. Reg. Section
1.401(a)(31) - 1T A-11,
(iv) that is a Hardship withdrawal pursuant to
Section 9.2,
(v) to the extent such distribution is required under
Code Section 401(a)(9), or
(vi) to the extent such distribution is not
includable in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to employer securities).
SECTION 1.27. - EMPLOYEE
"Employee" shall mean any person who renders services to the
Company or a Company Affiliate in the status of an employee as the term is
defined in Code Section 3121(d), but shall not include any person whose services
with the Company are performed pursuant to a contract or that purports to treat
the individual as an independent contractor even if such individual is later
determined (by judicial action or otherwise) to have been a common law employee
of the Company rather than an independent contractor. Except as provided in
subsection 1.31(b) and Section 1.32, "Employee" shall not include leased
employees treated as Employees of the Company pursuant to Code Sections 414(n)
and 414(o).
SECTION 1.28. - ERISA
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
SECTION 1.29. - FIVE PERCENT OWNER
"Five Percent Owner" shall mean any person who owns 5% or more
of the Company or any Company Affiliate as defined in Code Section 416.
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SECTION 1.30. - HARDSHIP
(a) "Hardship" of a Participant as determined by the
Administrator in its discretion on the basis of all relevant facts and
circumstances and in accordance with the following nondiscriminatory and
objective standards, uniformly interpreted and consistently applied, and without
regard to the existence of other resources which are reasonably available to the
Participant in question, shall mean any one or more of the following:
(i) Unreimbursed expenses for medical care described
in Code Section 213(d) previously incurred by him, his or her spouse,
or his or her dependent (as described in Code Section 152) or
necessary for him, his or her spouse or his or her dependent to obtain
medical care.
(ii) Costs directly related to the purchase
(excluding mortgage payments) of a principal residence for him.
(iii) Payment of tuition and related educational
fees for the next twelve months of post-secondary education for him or
her, his or her spouse, children, or his or her dependents (as so
described).
(iv) Payments necessary to prevent his or her
eviction from his or her principal residence, or foreclosure on the
mortgage of his or her principal residence.
(v) Any other event identified by the Commissioner
of Internal Revenue in revenue rulings, notices and/or other documents
of general applicability for inclusion in the foregoing list.
(b) A financial need shall not constitute a Hardship unless it
is for at least $1,000.00.
(c) A financial need shall not fail to qualify as immediate
and heavy merely because such need was reasonably foreseeable by the Participant
or voluntarily incurred by him.
SECTION 1.31. - HIGHLY COMPENSATED EMPLOYEE
(a) For any current Plan Year, a "Highly Compensated
Employee" shall mean any Employee who
(i) in the previous Plan Year
a had Statutory Compensation in excess of
$80,000 (adjusted at the same time and in the same manner as
under Code Section 415(d), except that the base period shall
be the calendar quarter ending September 30, 1996), and
b was in the group consisting of the top
twenty percent of Employees when ranked by Statutory
Compensation for the Plan Year in question
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(determined after excluding the Employees described in Code
Sections 414(q)(5) and 414(q)(8)), or
(ii) was a Five Percent Owner at any time during the
previous Plan Year or the current Plan Year,
and any former Employee, who during the Plan Year in which he or she separated
from the Service or during any Plan Year ending on or after his or her
fifty-fifth birthday, was a highly compensated employee, as defined in Code
Section 414(q)(6) and the regulations thereunder.
(b) For purposes of this Section, "Statutory Compensation"
shall include Compensation deferral amounts and other amounts required to be
taken into account pursuant to Code Section 414(q)(4), and "Employee" shall
include leased Employees treated as Employees of the Company pursuant to Code
Section 414(n) or 414(o).
SECTION 1.32. - HOUR OF SERVICE
(a) "Hour of Service" of an Employee (including a leased
Employee pursuant to Code Sections 414(n) and (o)) shall mean the following:
(i) Each hour for which he or she is paid or entitled
to payment by the Company or a Company Affiliate for the performance of
services.
(ii) Each hour in or attributable to a period of time
during which he or she performs no duties (irrespective of whether he
or she has had a Separation from the Service) due to a vacation,
holiday, illness, incapacity (including disability), layoff, jury duty,
military duty or a leave of absence for which he or she is so paid or
so entitled to payment by the Company or a Company Affiliate, whether
direct or indirect; provided, however, that
a no more than five hundred and one Hours
of Service shall be credited under this paragraph to an
Employee on account of any such period; and
b no such hours shall be credited to an
Employee if attributable to payments made or due under a plan
maintained solely for the purpose of complying with applicable
workers' compensation, unemployment compensation or disability
insurance laws or to a payment which solely reimburses the
Employee for medical or medically related expenses incurred by
him.
(iii) Each hour for which he or she is entitled to
back pay, irrespective of mitigation of damages, whether awarded or
agreed to by the Company or a Company Affiliate.
(b) Hours of Service under subsections (a)(ii) and (a)(iii)
shall be calculated in accordance with 29 C.F.R. ss.2530.200b-2(b). Each Hour of
Service shall be attributed to the Plan Year or initial eligibility year in
which it occurs except to the extent that the Company, in
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accordance with 29 C.F.R. Sections 2530.200b-2(c), credits such Hour to another
computation period under a reasonable method consistently applied.
(c) Hours of Service for Employees of the Digital Services,
Los Angeles Division of the Company shall also include all hours prior to
February 26, 1996, that would be included as Hours of Service under this Section
1.32 if "Petersen Publishing Company" were substituted in lieu of "the Company"
in this Section 1.32.
SECTION 1.33. - INVESTMENT FUND
"Investment Fund" shall mean one of the investment funds of
the Trust Fund which is authorized by the Administrator at the time of
reference.
SECTION 1.34.- LEVELING METHOD
"Leveling Method" shall mean the following method of
allocating the dollar amount of the excess contributions (within the meaning of
Reg. Section 1.401(k)-1(g)(7)) under Section 3.5(a) or 3.5(b) or excess
aggregate contributions (within the meaning of Reg. Section 1.401(m)-1(f)(8))
under Section 5.5(a). Under this method, the total of excess contributions (or
excess aggregate contributions) to be distributed is allocated among the Highly
Compensated Employees such that the allocations described in Section 1.17(a) (or
1.15(b), as applicable) of the Highly Compensated Employees with the highest
amount of such allocations is reduced such that the total of such reductions
(together with all prior reductions hereunder for the applicable Plan Year)
equals the total of such excess contributions or excess aggregate contributions)
or such that such Highly Compensated Employee's remaining such allocations
equals the allocations of the Highly Compensated Employee with the next highest
amount of such allocations. This process is repeated with respect to the
applicable Highly Compensated Employees until the total of such reductions
attributable to all such Highly Compensated Employees is equal to the total of
such excess contributions (or excess aggregate contributions).
SECTION 1.35.- MATCHING ACCOUNT
"Matching Account" of a Participant shall mean his individual
account established in accordance with Section 5.2(b).
SECTION 1.36.- MERGED ACCOUNTS; NON-VESTED MERGED ACCOUNTS; VESTED MERGED
ACCOUNTS
(a) "Merged Accounts" of a Merged Participant shall mean his
Accounts described in the applicable Supplement which merged into the Plan on
the Merger Date and which are held for him or her under the Plan. His or Her
Merged Accounts are dormant Accounts and consist of Non-Vested Merged Accounts
and Vested Merged Accounts as defined below.
(b) "Non-Vested Merged Accounts" of a Merged Participant
described in subsection (a) shall mean any Merged Account which was subject to a
vesting schedule under the plan prior to its merger into the Plan and continues
to be subject to a vesting schedule, as described in subsection 8.1(b) or the
Supplements.
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(c) Vested Merged Accounts of a Merged Participant described
in subsection (a) shall mean any Merged Account which was fully Vested under the
plan prior to its merger into the Plan and continues to be fully Vested, as
described in subsection 8.1(a).
SECTION 1.37.- MERGED PARTICIPANT
"Merged Participant" shall mean any person who was a
participant in a plan which merged with and into the Plan, as described in the
Supplements, for whom the Company maintains one or more Merged Accounts as
described in the applicable Supplements.
SECTION 1.38. - MILITARY LEAVE
Any Employee who leaves the Company or a Company Affiliate
directly to perform service in the Armed Forces of the United States or in the
United States Public Health Service under conditions entitling him or her to
reemployment rights, as provided in the laws of the United States, shall, solely
for purposes of the Plan and irrespective of whether he or she is compensated by
the Company or a Company Affiliate during such period of service, be on Military
Leave. An Employee's Military Leave shall expire if such Employee voluntarily
resigns from the Company or such Company Affiliate during such period of service
or if he or she fails to make application for reemployment within the period
specified by such laws for the preservation of his or her reemployment rights.
SECTION 1.39. - NORMAL RETIREMENT
"Normal Retirement" of an Active Participant shall mean his or
her Separation from the Service upon his or her Normal Retirement Date, or after
such date (except by death) as permitted under Article XI.
SECTION 1.40. - NORMAL RETIREMENT DATE
"Normal Retirement Date" of an Active Participant shall mean
the first day of the month coinciding with or next following his or her
sixty-fifth birthday.
SECTION 1.41. - PARTICIPANT
"Participant" shall mean any person who has satisfied the
requirements for and has begun participating in the Plan as provided in Article
II, including any Merged Participant .
SECTION 1.42. - PAYDAY
"Payday" of a Participant shall mean the regular and recurring
established day for payment of Compensation to Employees in his or her
classification or position.
SECTION 1.43. - PLAN
"Plan" shall mean the World Color Press, Inc. 401(k) Plan.
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SECTION 1.44. - PLAN REPRESENTATIVE
"Plan Representative" shall mean any person or persons
designated by the Administrator to function in accordance with the Rules of the
Plan.
SECTION 1.45. - PLAN YEAR
"Plan Year" shall be the calendar year.
SECTION 1.46. - PROFIT-SHARING ACCOUNT
"Profit-Sharing Account" of a Participant shall mean his or
her individual account in the Trust Fund established in accordance with Section
5.2(a).
SECTION 1.47. - QUALIFIED ACCOUNT
"Qualified Account" of a Participant shall mean his or her
individual account in the Trust Fund, if any, established in accordance with
Section 5.2(c), pursuant to Sections 3.5 and 5.5.
SECTION 1.48. - ROLLOVER ACCOUNT
"Rollover Account" of a Participant shall mean his or her
individual account in the Trust Fund established in accordance with Section
15.12.
SECTION 1.49. - RULES OF THE PLAN
"Rules of the Plan" shall mean the rules adopted by the
Administrator pursuant to Section 15.1(a)(ii) for the administration,
interpretation or application of the Plan.
SECTION 1.50. - SEPARATION FROM THE SERVICE
(a) "Separation from the Service" of an Employee shall mean
his or her resignation from or discharge by the Company or a Company Affiliate,
or his or her death, Normal or Disability Retirement but not his or her transfer
among the Company and Company Affiliates.
(b) A leave of absence or sick leave authorized by the Company
or a Company Affiliate in accordance with established policies, a vacation
period, a temporary layoff for lack of work or a Military Leave shall not
constitute a Separation from the Service; provided, however, that
(i) continuation upon a temporary layoff for lack of
work for a period in excess of three months shall be considered a
discharge effective as of the commencement of the third month of such
period, and
(ii) failure to return to work upon expiration of any
leave of absence, sick leave, or vacation or within three days after
recall from a temporary layoff for lack of work, or before expiration
of a Military Leave shall be considered a resignation effective as
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of the commencement of any such leave of absence, sick leave, vacation,
temporary layoff or Military Leave.
SECTION 1.51. - SERVICE
"Service" of an Employee, expressed in days, shall mean the
period of elapsed time which, or the sum of such periods each of which, is
measured from
(a) his or her first Hour of Service, or his or her
first Hour of Service following a Break in Service Year, as the case
may be, to
(b) (i) the first day of his or her first or
subsequent Break in Service Year, or
(ii) the first day of the twelve month
period immediately preceding the first day of his or her first
subsequent Break in Service Year if the Break in Service Year occurs
for the reasons described in Section 1.9(a)(ii).
SECTION 1.52. - SPOUSAL CONSENT
"Spousal Consent" to an election, designation or other action
of a Participant, shall mean the written consent thereto of the Spouse,
witnessed by a Plan Representative or a notary public, which acknowledges the
effect of such election on the rights of the Spouse. If Spousal Consent is given
to a Beneficiary designation, such designation must state the specific nonspouse
Beneficiary (and optional form of benefit, if applicable) and such designation
may not be changed without further Spousal Consent unless the prior Spousal
Consent expressly permits such changes without the necessity of further Consent.
Spousal Consent shall be deemed to have been obtained if it is established to
the satisfaction of the Plan Representative that it cannot actually be obtained
because there is no Spouse, or because the Spouse could not be located, or
because of such other circumstances as the Secretary of the Treasury by
regulation may prescribe. Any Spousal Consent shall be effective only with
respect to the Spouse in question.
SECTION 1.53. - SPOUSE; SURVIVING SPOUSE
"Spouse" or "Surviving Spouse" of a Participant shall mean the
spouse to whom he or she was married on the relevant date; provided, however,
that to the extent required by a qualified domestic relations order issued in
accordance with Code Section 414(p), a former Spouse shall be treated as a
Surviving Spouse.
SECTION 1.54. - STATUTORY COMPENSATION
"Statutory Compensation" of a Participant for any Plan Year
shall mean his or her total taxable remuneration received from the Company and
all Company Affiliates in that Plan Year for services rendered as an Employee,
(a) and, effective as of January 1, 1998, including
any elective deferral as defined in Code Section 402(g)(3) and any
amounts not includable in gross income by
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reason of Code Section 125 (cafeteria plan) or Code Section 457
(deferred compensation plan of state and local governments and
tax-exempt organizations),
(b) and excluding
(i) Company and Company Affiliate
contributions to a deferred compensation plan (to the extent
includable in the Participant's gross income solely by reason
of Code Section 415) or to a simplified employee pension plan
(to the extent deductible by the Participant) and any
distribution from a deferred compensation plan (other than an
unfunded, non-qualified plan),
(ii) amounts realized from the exercise of a
non-qualified stock option or taxable by reason of restricted
property becoming freely tradable or free of a substantial
risk of forfeiture, as described in Code Section 83,
(iii) amounts realized from the sale,
exchange or other disposition of stock acquired under a
qualified stock option and
(iv) other amounts which receive special tax
benefits such as Company or Company Affiliate contributions
toward the purchase of an annuity contract described in Code
Section 403(b) (whether or not excludable from the
Participant's gross income).
SECTION 1.55. - SUPPLEMENT
"Supplement" or "Supplements" shall mean, as the context
indicates, any one or more of the Supplements to the Plan which are attached
hereto and are incorporated in the Plan by this reference which modify and
Supplement the Plan in order to document the mergers with to the Plan and the
treatment thereof. Additional Supplements may be added to the Plan from time to
time by the Administrator.
SECTION 1.56. - TRUST
"Trust" shall mean the trust established pursuant to the Trust
Agreement.
SECTION 1.57. - TRUST AGREEMENT
"Trust Agreement" shall mean that certain World Color Press,
Inc. 401(k) Plan Trust Agreement, providing for the investment and
administration of the Trust Fund. By this reference, the Trust Agreement is
incorporated herein.
SECTION 1.58. - TRUST FUND
"Trust Fund" shall mean the fund established under the Trust
Agreement by contributions made by the Company, Participants, pursuant to the
Plan and from which any distributions under the Plan are to be made. It shall be
composed of separate Investment Funds as permitted under the Rules of the Plan.
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SECTION 1.59. - TRUSTEE
"Trustee" shall mean the Trustee under the Trust Agreement.
SECTION 1.60. - VALUATION DATE
"Valuation Date" shall mean the end of each business day on
which the New York Stock Exchange is open for business.
SECTION 1.61. - VESTED
"Vested," when used with reference to a Participant's
Accounts, shall mean non-forfeitable.
SECTION 1.62. - YEARS OF VESTING SERVICE
(a) "Years of Vesting Service" of an Employee, measured in
years and determined as of the point in time in question, shall mean 1/365th of
his or her days of Service (ignoring any fraction in the result), excluding any
days of Service before five consecutive Break in Service Years.
(b) An Employee who was a former participant in a plan which
merged with the Plan under which his years of vesting service under such plan
was calculated pursuant to the hours method of crediting service and who becomes
a Participant in the Plan on or after the Merger Date as defined in the
Supplement in question shall receive credit for his or her years of vesting
service under such plan and the Plan for purposes of this Section 1.61 as
described in subsection (c) unless his years of vesting service under such plan
may be excluded by reason of the break in service rules described in Treas. Reg.
Section 1.411(a)-6.
(c) An Employee described in subsection (b) shall receive
credit for Years of Vesting Service consisting of
(i) a the number of years of vesting service
credited to the Employee under the plan which merged with the Plan
before the computation period during which the merger occurs and
b the greater of
1 the Years of Vesting Service that
would be credited to the Employee under the elapsed
time method for his Years of Vesting Service during
the entire computation period in which the merger
occurs, or
2 the years of vesting service
being taken into account under the hours method of
crediting service as of the date of the merger, and
(ii) the Years of Vesting Service subsequent to the
merger commencing on the day after the last day of the computation
period in which the merger occurs.
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ARTICLE II.
ELIGIBILITY
SECTION 2.1. - REQUIREMENTS FOR PARTICIPATION
(a) Participants on the effective date of the Plan restatement
shall continue to participate in the Plan.
(b) For purposes of Articles III and subsection 4.1(a), and
except as provided in subsections (d) and (e) or any Supplement, each other
Eligible Employee shall become a Participant as soon as administratively
feasible after attaining his or her eighteenth birthday, and completion of the
following:
(i) if classified by the Company as a full-time
Employee, on his or her first Hour of Service, or
(ii) if not classified as a full-time Employee, then
after completing a computation period consisting of
a the twelve consecutive month period
beginning on the date of his or her first Hour of Service in
which he or she had at least one thousand Hours of Service, or
b a Plan Year beginning on or after the
date of his or her first Hour of Service in which he or she
had at least one thousand Hours of Service.
(c) For purposes of subsections 4.1(b), 5.3(b) and 5.3(c), and
except as provided in subsections (d) and (e) or any Supplement, each other
Eligible Employee shall become a Participant on the first day of the month
following the day such Eligible Employee has attained his or her eighteenth
birthday, and has completed a computation period consisting of
(i) the twelve consecutive month period beginning on
the date of his or her first Hour of Service in which he or she had at
least one thousand Hours of Service, or
(ii) a Plan Year beginning on or after the date of
his or her first Hour of Service in which he or she had at least one
thousand Hours of Service.
(d) (i) Any Participant whose participation terminates
shall again become a Participant for purposes of Article III effective
as soon as administratively feasible following his or her first
subsequent Hour of Service as an Eligible Employee.
(ii) Any Participant whose participation terminates
shall again become a Participant for purposes of subsections 4.1(b),
5.3(b) and 5.3(c) effective as of his or her first subsequent Hour of
Service as an Eligible Employee; provided, however, with respect
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to his or her eligibility to receive matching contributions under
Section 5.3(b), he or she commences Compensation deferrals under
Article III of the Plan.
(e) (i) A former Employee who was not an Eligible
Employee on the date on which he or she first met all other eligibility
requirements set forth in subsection (b) shall become a Participant for
purposes of Article III effective as soon as administratively feasible
following his or her first subsequent Hour of Service as an Eligible
Employee.
(ii) A former Employee who was not an Eligible
Employee on the first day of the month on which he or she first met all
other eligibility requirements set forth in subsection (c) shall become
a Participant for purposes of subsections 4.1(b), 5.3(b) and 5.3(c)
effective as of his or her first subsequent Hour of Service as an
Eligible Employee; provided, however, with respect to his or her
eligibility to receive matching contributions under Section 5.3(b), he
or she commences Compensation deferrals under Article III of the Plan.
SECTION 2.2. - NOTICE OF PARTICIPATION
On or before the date on which an Employee becomes an Eligible
Employee under the Plan who has satisfied the requirements set forth in
subsection 2.1(b), the Administrator shall give him or her notice thereof.
SECTION 2.3. - ENROLLMENT
The Participant shall enroll in the Plan as described in the
Rules of the Plan. The Participant shall communicate to the Administrator or its
designated agent his or her selection of the amount of his or her deferral, if
any, within the limits of Section 3.1 and his or her authorization for the
Company to pay the same to the Trust Fund in accordance with Section 4.1.
SECTION 2.4. - INACTIVE STATUS
(a) An Active Participant who transferred directly
(i) to a position or classification which is not an
Eligible Employee, or
(ii) out of a Covered Location,
shall thereupon cease to be an Active Participant.
(b) All provisions of the Plan shall otherwise continue to
apply to such Participant, except that he or she shall not defer Compensation
under Article III or share in allocations under Article V and Section 17.4 while
he or she is not an Active Participant.
(c) If such a Participant is retransferred to a position or
classification with the Company as an Eligible Employee, he or she shall
thereupon again be an Active Participant, may again defer Compensation under
Article III and, he or she shall share in allocations under Article V and
Section 17.4.
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ARTICLE III.
PARTICIPANTS' DEFERRALS
SECTION 3.1. - DEFERRAL OF COMPENSATION
Except as otherwise provided in the Supplements each Active
Participant may elect, in accordance with the Rules of the Plan, to defer for
any Plan Year, the lesser of
(a) any whole number percentage, which is not less
than 1% nor more than 15% (or such other percentage as is established
by the Administrator), of his or her Compensation for each Payday after
his or her election hereunder in such Plan Year, and
(b) such amount as will not cause the total of such
deferrals for any calendar year to exceed the excess of $7,000
(adjusted for increases in the cost of living for such calendar year as
described in Code Section 402(g)(5)) over any amounts described in Code
Section 402(g)(3) for such calendar year and not deferred hereunder.
SECTION 3.2. - SUSPENSION OF DEFERRAL
An Active Participant may, upon such prior notice to the
Administrator or its designated agent as is required under the Rules of the
Plan, elect to suspend deferral of his or her Compensation effective as soon as
administratively feasible following such notice.
SECTION 3.3. - COMMENCEMENT, RESUMPTION OR CHANGE OF DEFERRED COMPENSATION
As permitted under the Rules of the Plan,
(a) an Active Participant in the Plan who previously
declined to defer a percentage of his or her Compensation may, upon
such prior notice to the Administrator or its designated agent as is
required under the Rules of the Plan, elect to commence deferral of his
or her Compensation under Section 3.1 within the limits thereof;
(b) after he or she has suspended deferral of his or
her Compensation under Section 3.2, an Active Participant may, upon
notice to the Administrator or its designated agent as required under
the Rules of the Plan, elect to resume deferral of his or her
Compensation under Section 3.1 within the limits thereof; and
(c) an Active Participant may, upon prior notice to
the Administrator or its designated agent as required under the Rules
of the Plan, elect to change his or her rate of deferral of his or her
Compensation within the limits of Section 3.1.
SECTION 3.4. - DEPOSIT IN TRUST
An Active Participant's deferrals shall be transmitted to the
Trustee in accordance with subsections 4.1(a) and 4.3(a) and shall be invested
by the Trustee in accordance with Article VI.
<PAGE>
SECTION 3.5. - DEFERRAL PERCENTAGE FAIL-SAFE PROVISIONS
(a) For each Plan Year, the Deferral Percentage with respect
to Participants who are Highly Compensated Employees, shall be
(i) not more than 125 percent of, or
(ii) not more than two percentage points higher than,
and not more than twice,
the Deferral Percentage for such Plan Year with respect to Participants who
are not Highly Compensated Employees for the preceding Plan Year (using the
definition of such term that was in effect during such preceding Plan Year),
or such other amount as may be required by Treasury Regulations under Code
Section 401(m)(9). The Administrator may elect to apply the Deferral
Percentage for the group of Participants who are not Highly Compensated
Employees based on the current Plan Year rather than the preceding Plan Year,
except if such election is made, it may not be changed except as provided by
the Secretary of the Treasury; provided, however, if the Administrator elects
to use the current year data for the Plan Year beginning January 1, 1997, it
may apply the prior year's data for the Plan Year beginning January 1, 1998
without receiving approval from the Secretary. To the extent necessary to
achieve such result (and notwithstanding Sections 4.1(a), 5.3 and 5.4) as of
the end of each Plan Year, the Administrator shall take or cause to be taken
one or more of the actions listed in subsection (d).
(b) Except as provided in subsection (c), the limitations set
forth in subsection (a)(ii) and Section 5.5(a)(ii) shall not both be utilized
for any Plan Year.
(c) The limitation of subsection (b) shall not apply
(i) if after the application of subsection (d)(ii),
(iii), (iv) and (v) and Section 5.5(b)(ii) and (vi) (but only to the
extent necessary to meet the requirements of Section 3.5(a)(ii) or
Section 5.5(a)(ii), as applicable) and before the application of
paragraph (ii), the sum of the Deferral Percentage and the Contribution
Percentage of Participants who are Highly Compensated Employees does
not exceed the sum of the Deferral Percentage and the Contribution
Percentage of Participants who are not Highly Compensated Employees for
the Plan Year in question by more than two percentage points, or
(ii) if
a the limitation of paragraph (i) is
exceeded, and
b the sum of the Deferral Percentage and
the Contribution Percentage of Participants who are Highly
Compensated Employees for such Plan Year does not exceed the
greater of
1 the sum of
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A 125 percent of the
greater of the Deferral Percentage, or the
Contribution Percentage, of Participants who
are not Highly Compensated Employees for the
Plan Year in question, and
B that percentage which is
not more than two percentage points higher
than, and not more than twice the lesser of
the Deferral Percentage, or the Contribution
Percentage, of such group of Participants
for such Plan Year, or
2 the sum of
A 125 percent of the lesser
of the Deferral Percentage, or the
Contribution Percentage, of the Participants
who are not Highly Compensated Employees for
the Plan Year in question, and
B that percentage which is
not more than two percentage points higher
than, and not more than twice the greater of
the Deferral Percentage, or the Contribution
Percentage, of such group of Participants
for such Plan Year.
(d) In order to achieve the result described in subsection
(a), the following actions shall be taken, as provided under Code Section
401(k), the regulations thereunder and the Rules of the Plan, in the order
selected by the Administrator and to the extent necessary:
(i) The Administrator shall make the election
provided in Section 1.14(b).
(ii) Amounts otherwise to be credited under Section
5.3(b) to Matching Accounts for such Plan Year shall be credited
instead to Qualified Accounts of the Participants in question.
(iii) To the extent permitted by Code Section
401(a)(4), amounts otherwise to be credited under Sections 5.3(c) and
5.4 to Profit-Sharing Accounts for such Plan Year shall be credited
instead to Qualified Accounts of the Participants in question.
(iv) To the extent permitted by Code Section
401(a)(4) and Treas. Reg. ss. 1.401(k)-1(b)(5) (which are incorporated
herein by this reference), the Company may make an additional
contribution to the Qualified Accounts of select Participants.
(v) Prior to the end of the following Plan Year, the
amount of excess contributions within the meaning of Reg. Section
1.401(k)-1(g)(7) (and any income thereon earned to the earlier of the
date of distribution or the last day of the Plan Year in which such
contribution was made computed in a consistent and reasonable manner in
accordance with Section 7.2 and Code Section 401(a)(4)) for
Participants who were Highly
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Compensated Employees for the Plan Year shall be allocated according
to the Leveling Method and distributed to the Highly Compensated
Employees in question. Such distribution shall not be subject to any
Spousal Consent requirements or treated as a distribution or
withdrawal subject to Article IX or XIII.
(e) The amount of any distributions under subsection (d)(v)
shall be determined after the maximum deferrals under Section 3.1(b) and the
distribution of such deferrals pursuant to Section 3.6.
SECTION 3.6. RETURN OF EXCESS DEFERRED COMPENSATION.
If an Active Participant makes deferrals to this Plan and any
other cash or deferred arrangement for a calendar year which exceed the limit
under Code Section 402(g) for such year, the Participant shall notify the
Administrator of the amount of such excess deferrals made under this Plan by the
March 1 of the next calendar year. The amount of such excess deferrals (and any
income thereon earned to the earlier of the date of distribution or the last day
of the Plan Year in which such contribution was made computed in a consistent
and reasonable manner in accordance with Section 7.2 and Code Section 401(a)(4))
shall be distributed to the Participant by the April 15 of the next calendar
year. If an Active Participant has made excess deferrals to this Plan the
Participant shall be deemed to have given the notice referred to above and the
excess contributions (and any income thereon) shall be distributed to the
Participant by such April 15. Any distribution under the Section 3.6 shall not
be subject to any Spousal Consent, nor shall it be treated as a distribution or
withdrawal subject to the provisions of Article IX or XIII.
ARTICLE IV.
CONTRIBUTIONS OF THE COMPANY
SECTION 4.1. - DETERMINATION OF ANNUAL CONTRIBUTION
(a) Subject to Section 17.4 and any applicable Supplement, for
each Payday, the Company shall contribute to the Deferred Compensation Account
of each Active Participant the amount of his Deferred Compensation elected under
Section 3.1 or 3.3.
(b) It is the intention of the Company to make recurring and
substantial contributions to the Plan for allocation among Active Participants'
Profit-Sharing Accounts and Matching Accounts. However, the Company in its sole
and absolute discretion reserves the right to fix the amount, if any, of its
contribution.
SECTION 4.2. - MAXIMUM ANNUAL CONTRIBUTION
Except for contributions described in Section 15.15, the
Company's contribution for any Plan Year shall not exceed the maximum amount
deductible by the Company for any taxable year ending with or within such Plan
Year under Code Section 404(a)(3)(A).
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SECTION 4.3. - CONTRIBUTION DATE
(a) The Company's contributions
(i) under Section 4.1(a) shall be made as of the
earliest date on which such contributions can reasonably be segregated
from the general assets of the Company but not later than the 15th
business day of the month following the month in which the deferral is
withheld under Section 3.1,
(ii) under Section 4.1(b) shall be made on or before
the date upon which the Company's federal income tax return is due
(including extensions thereof) for its taxable year coinciding with the
Plan Year in question
and shall be transmitted to the Trustee and held in the Trust Fund.
(b) If the Company makes a contribution after the end of the
Plan Year for which the contribution is made
(i) the Company shall notify the Trustee in writing
that the contribution is made for such Plan Year,
(ii) the Company shall claim such payment as a
deduction on its federal income tax return for its taxable year
coinciding with such Plan Year, and
(iii) the Administrator and the Trustee shall treat
the payment as a contribution by the Company to the Trust actually made
on the last day of such taxable year.
ARTICLE V.
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION 5.1. - DEFERRED COMPENSATION ACCOUNT
The Administrator shall maintain for each Participant a
Deferred Compensation Account to which shall be credited the Deferred
Compensation, debited amounts withdrawn under Article IX (and under such Article
contained in any Supplements) and Section 10.3 and to which shall be debited or
credited the amounts determined under Section 7.2 and 17.4.
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SECTION 5.2. - PROFIT-SHARING ACCOUNT; MATCHING ACCOUNT; QUALIFIED ACCOUNT
(a) The Administrator shall maintain a Profit-Sharing Account
for each applicable Participant to which shall be credited the amounts allocated
thereto under Sections 5.3(c), 5.4 and the applicable Supplements and to which
shall be debited or credited amounts determined under Sections 7.2 and 17.4.
(b) The Administrator shall maintain a Matching Account for
each applicable Participant to which shall be credited with amounts allocated
thereto under Section 5.3(b), if any, and the applicable Supplements and to
which shall be debited or credited amounts determined under Sections 7.2 and
17.4.
(c) The Administrator shall maintain a Qualified Account for
each Participant to which shall be credited the amounts allocated thereto under
Section 3.5 and 5.5 and to which shall be debited or credited amounts determined
under Sections 7.2 and 17.4.
SECTION 5.3. - ALLOCATION OF COMPANY CONTRIBUTIONS
(a) Except as provided in Section 17.4(a), Company
contributions under Section 4.1(a) shall be allocated as provided therein.
(b) (i) Except as provided in Sections 17.4(a) and 5.5(b)
and paragraph (ii), Active Participants who made Deferred Compensation
for the period in question shall share in any Company contribution made
pursuant to Section 4.1(b), if any, to their Matching Accounts equal to
such percentage, if any, determined by the Board and specified in an
announcement to Active Participants prior to the commencement of the
period to which such percentage shall apply, of his or her Deferred
Compensation for the period in question.
(ii) Merged Participants identified in the applicable
Supplements shall share in any Company contribution made pursuant to
Section 4.1(b), if any, in an amount which is equal to the amount set
forth in the Supplement which applies to such Merged Participant.
(c) Except as provided in Section 17.4(a), 5.5(b) and the
Supplements, Active Participants at the end of the Plan Year in question shall
share in any Company contributions made pursuant to Section 4.1(b) by the
Company in an amount, if any, for his or her Profit-Sharing Account to be
allocated in proportion to that part of his or her Compensation for such Plan
Year received while an Active Participant or as otherwise provided in the
Supplement which applies to any Merged Participant.
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SECTION 5.4. - ALLOCATION OF FORFEITURES
Amounts forfeited in any Plan Year under Sections
12.2(a)(iii), 13.3 and 15.8 from a Participant's Matching Account,
Profit-Sharing Account or Merged Accounts, if any, to the extent not used to pay
administrative expenses of the Plan as described in subsection 15.2(c), shall be
applied under Section 4.1(b) to reduce the Company's contribution for such Plan
Year to Matching Accounts and/or Profit-Sharing Accounts and shall be allocated
under subsections 5.3(b) and/or 5.3(c) (or the other allocation Sections
described in the Supplements) as if part of such contribution for such Plan
Year.
SECTION 5.5. - CONTRIBUTION PERCENTAGE FAIL-SAFE PROVISIONS
(a) For each Plan Year, the Contribution Percentage with
respect to Participants who are Highly Compensated Employees, shall be
(i) not more than 125 percent of, or
(ii) not more than two percentage points higher than,
and not more than twice,
the Contribution Percentage for such Plan Year with respect to Participants who
are not Highly Compensated Employees for the preceding Plan Year (using the
definition of such term that was in effect during such preceding Plan Year), or
such other amount as may be required by Treasury Regulations under Code Section
401(m)(9). The Administrator may elect to apply the Contribution Percentage for
the group of Participants who are not Highly Compensated Employees based on the
current Plan Year rather than the preceding Plan Year, except if such election
is made, it may not be changed except as provided by the Secretary of the
Treasury; provided, however, if the Administrator elects to use the current year
data for the Plan Year beginning January 1, 1997, it may apply the prior year's
data for the Plan Year beginning January 1, 1998 without receiving approval from
the Secretary.
(b) In order to achieve the result described in subsections
(a) and (c) (and notwithstanding Sections 4.1(b), 5.3(b), 5.3(c) and 5.4), as of
the end of each Plan Year, the Administrator shall take or cause to be taken any
of the following actions, in the order selected by the Administrator, (but after
application of Section 3.5) and to the extent necessary:
(i) The Administrator shall make the election
provided in Section 1.14(b).
(ii) Allocations to Deferred Compensation Accounts
shall be taken into account for purposes of calculating the
Contribution Percentage.
(iii) To the extent permitted by Code Section
401(a)(4), amounts otherwise to be credited under Sections 5.3(c) and
5.4 to Profit-Sharing Accounts for such Plan Year shall be credited
instead to Qualified Accounts of the Participants in question.
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(iv) Amounts credited in accordance with Section
5.3(b) to Matching Accounts for such Plan Year shall instead be
allocated in disproportionately higher amounts to Participants who are
not Highly Compensated Employees and in disproportionately lower
amounts to Participants who are Highly Compensated Employees using the
same aggregate dollar amounts that would otherwise have been allocated
pursuant to Section 5.3(b).
(v) To the extent permitted by Code Section 401(a)(4)
and Treas. Reg. ss. 1.401(m)-1(b)(5) (which are incorporated herein by
this reference), the Company may make an additional contribution to the
Qualified Accounts of select Participants.
(vi) Prior to the end of the following Plan Year, the
amount of excess aggregate contributions within the meaning of Reg.
Section 1.401(m)-1(f)(8) (and any income thereon earned to the earlier
of the date of distribution or forfeiture or the last day of the Plan
Year in which such contribution was made computed in a consistent and
reasonable manner in accordance with Section 7.2 and Code Section
401(a)(4)) for Participants who were Highly Compensated Employees for
the Plan Year shall be allocated according to the Leveling Method. To
the extent Vested (and, with respect to matching contributions, in
conformity with Treas. Reg. Section 1.401(m)-1(e)(4)), this amount
shall then be distributed to the Highly Compensated Employees in
question and, to the extent not Vested, shall be forfeited and
reapplied under Section 5.4. Amounts distributed under the foregoing
shall not be subject to any Spousal Consent requirements or treated as
a distribution under Article IX or XIII.
(c) If the limitation set forth in Section 3.5(a)(ii) is
utilized for any Plan Year, the limitation of subsection (a)(ii) shall not also
be used for such Plan Year, and vice versa, except as provided in Section
3.5(c).
SECTION 5.6. - REEMPLOYMENT RIGHTS AFTER QUALIFIED MILITARY SERVICE
(a) Solely for purposes of this Section 5.6 and paragraph
9.5(b)(xiv), the following definitions shall apply:
(i) "Qualified Military Service" shall mean any
service in the uniformed services (as defined in chapter 43 of title
38, United States Code) by any individual if such individual is
entitled to reemployment rights under such chapter with respect to such
service.
(ii) "Compensation" shall mean
a Compensation the Employee would have
received during his or her period of Qualified Military
Service if the Employee were not in Qualified Military
Service, determined based on the rate of pay the Employee
would have received from the Company but for absence during
his or her period of Qualified Military Service, or
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b if the Compensation the Employee would
have received during his or her period of Qualified Military
Service was not reasonably certain, the Employee's average
Compensation from the Company during the 12-month period
immediately preceding the Qualified Military Service (or, if
less, the period of employment immediately preceding the
Qualified Military Service).
(b) A Participant who leaves the Company as a result of
Qualified Military Service and returns to employment with the Company may elect
during the period described in subsection (c) to make additional Deferred
Compensation under the Plan in the amount determined under subsection (d) or
such lesser amount, as elected by the Participant.
(c) The period determined under this subsection shall be the
period which begins on the date of the Employee's reemployment with the Company
after his or her Qualified Military Service that extends until the lesser of
(i) the product of 3 and the period of Qualified
Military Service, and
(ii) 5 years.
(d) The amount described in this subsection is the maximum
amount of Deferred Compensation that the Participant would have been permitted
to make in accordance with the limitations described in subsection (f)(i) during
the Participant's period of Qualified Military Service if the Participant had
continued to be employed by the Company during such period and received
Compensation. Proper adjustment shall be made for any contributions actually
made during the Participant's period of Qualified Military Service.
(e) If the Participant elects to make Deferred Compensation
under subsection (b), the Company shall make such a matching contribution to his
or her Matching Account with respect to such deferrals as would have been
required under the Plan had such deferrals actually been made during the period
of such Qualified Military Service.
(f) If any deferral is made by a Participant or the Company
pursuant to this Section,
(i) such deferral shall not be subject to any
otherwise applicable limitation contained in Code Section 402(g),
404(a) or 415 and shall not be taken into account in applying such
limitations to other deferrals, contributions or benefits under the
Plan or any other plan, with respect to the Plan Year in which the
deferral or contribution is made,
(ii) such deferral shall be subject to the
limitations described in paragraph (i) with respect to the Plan Year to
which the deferral relates in accordance with the rules prescribed by
the Secretary of the Treasury,
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(iii) the Plan shall not be treated as failing to
meet the requirements of Code Section 401(a)(4), 401(k)(3), 401(k)(11),
401(k)(12), 401(m), 410(b) or 416 by reason of the making of (or the
right to make) such deferral.
(g) The Company shall not credit earnings on any deferral made
under this Section before such deferral is actually made.
(h) A Participant reemployed under subsection (b) shall be
treated as not incurring a Break in Service Year by reason of his or her period
of Qualified Military Service. For purposes of calculating the Participant's
Years of Vesting Service, the Participant shall be credited with an Hour of
Service for each hour which would have been credited to him or her but for his
or her Qualified Military Service.
ARTICLE VI.
INVESTMENT OF ACCOUNTS
SECTION 6.1. - INVESTMENT OPTIONS
(a) As permitted under the Rules of the Plan and upon such
prior communication to the Administrator or its designated agent as is required
under the Rules of the Plan, a Participant may elect
(i) effective upon becoming a Participant and as of
the dates set forth in the Rules of the Plan, to have contributions for
such Plan Year to his or her Accounts held and invested entirely in any
one or more Investment Funds in such proportions as are permitted under
the Rules of the Plan, or to change any prior such election, and/or
(ii) effective only as of the dates set forth in the
Rules of the Plan, to have his or her Accounts as then stated, held and
invested under any investment option or options available under
paragraph (i) (which option shall be the same option elected for
current contributions to his or her Accounts under paragraph (i)) or to
change any prior such election.
(b) As permitted under the Rules of the Plan and upon such
prior communication to the Administrator or its designated agent as is required
under the Rules of the Plan, a Beneficiary may elect to have his or her Accounts
held and invested under any investment option or options available under
subsection (a) or to change any such prior such election.
(c) Any such election under subsection (a)(i) or subsection
(b) shall remain in effect until revoked or modified by the Participant, or
Beneficiary, as applicable. In case Accounts are invested in more than one
Investment Fund, changes in proportions due to investment results shall not
require any transfer of values between Investment Funds unless the Participant,
or Beneficiary so elects under subsection (a)(ii) or subsection (b), as
applicable.
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<PAGE>
(d) Purchases and sales of assets in the Investment Funds as
required under this Section shall be made within a reasonable time after the
election made in subsection (a) or subsection (b) Accounts shall be adjusted to
reflect amounts actually realized or paid in such transactions.
(e) The Plan is a plan which is described in ERISA Section
404(c) under which each Participant, or Beneficiary shall exercise control over
the assets in his or her Accounts and shall be provided the opportunity to
choose, from a broad range of investments, the manner in which the assets in his
or her Accounts are invested. The Participant or Beneficiary shall not be deemed
to be a fiduciary by reason of his or her exercise of control and no person who
is otherwise a fiduciary shall be liable for any loss or by reason of any breach
which results from such exercise of control, whether by the Participant's or
Beneficiary's affirmative direction or failure to direct an investment. In
addition, no account shall bear any loss or have any responsibility or liability
for any investment directed by any other Participant or Beneficiary with respect
to his or her Accounts.
SECTION 6.2. - DESCRIPTION OF INVESTMENT FUNDS
In accordance with the Rules of the Plan, a Participant or
Beneficiary shall receive from the Administrator or its designated agent a
description of the Investment Funds and the investment objectives thereof.
SECTION 6.3. - EFFECT OF NON-ELECTION
If a Participant or Beneficiary fails or declines to make an
election under Section 6.1, the Participant's or Beneficiary's Accounts shall be
held in one or more Investment Funds as directed by the Administrator.
ARTICLE VII.
VALUATION OF THE TRUST FUND AND ACCOUNTS
SECTION 7.1. - DETERMINATION OF VALUES
As of each Valuation Date, the Administrator shall determine the fair market
value of each asset in each Investment Fund in compliance with the principles of
Section 3(26) of ERISA and regulations issued pursuant thereto, based upon
information reasonably available to it including data from, but not limited to,
newspapers and financial publications of general circulation, statistical and
valuation services, records of securities exchanges, appraisals by qualified
persons, transactions and bona fide offers in assets of the type in question and
other information customarily used in the valuation of property for purposes of
the Code. The value of any real property held in the Trust Fund determined as of
the end of any Plan Year shall be considered to remain unchanged until the end
of the following Plan Year. With respect to securities for which there is a
generally recognized market, the published selling prices on or nearest to such
valuation date shall establish the fair market value of such security. Fair
market value so determined shall be conclusive for all purposes of the Plan and
Trust.
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SECTION 7.2. - ALLOCATION OF VALUES
As of each Valuation Date, the Administrator shall allocate
the gains or losses of each Investment Fund since the last preceding Valuation
Date to Participant's Accounts in the same proportion that the value of the
Participant's Accounts invested in the Investment Fund in question bears to the
total value of all Participants' Accounts invested in the Investment Fund. Such
determinations shall be made without taking into account deferrals of
Compensation or Company contributions attributable to the last Valuation Date or
allocations of forfeitures for the Plan Year under Article V; provided, however,
that gains and losses shall not be allocated with respect to amounts being held
in suspense under Section 17.4(b).
SECTION 7.3. - APPLICABILITY OF ACCOUNT VALUES
The value of an Account, as determined as of a given date
under this Article, plus any amounts subsequently credited thereto under
Sections 3.5, 5.1, 5.2, 5.4, 5.5, 7.2, 12.2(a)(iii), 13.3, 15.8 and 17.4 and
less any amounts withdrawn under Sections Article IX (including any of the
Supplements), 10.3 and 15.15 or transferred to suspense under Section 17.4(b),
shall remain the value thereof for all purposes of the Plan and Trust until
revalued hereunder.
ARTICLE VIII.
VESTING OF INTERESTS
SECTION 8.1. - VESTING OF ACCOUNTS
(a) Each Participant's interest in his or her Rollover
Account, his or her Qualified Account, his or her Deferred Compensation Account,
and his or her Vested Merged Accounts, if any, shall be Vested at all times.
(b) Except as provided in Section 8.2 or the Supplements, the
Vested portion of a Participant's Profit-Sharing Account, Matching Account and
Non-Vested Merged Accounts, if any, shall be the percentage of such Accounts
shown on the following table:
<TABLE>
<CAPTION>
Years of Vesting Service Vested Percentage
------------------------ -----------------
<S> <C>
less than 1 0%
1 20%
2 40%
3 60%
4 80%
5 (or more) 100%
</TABLE>
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<PAGE>
(c) Upon any amendment of the vesting schedule set forth in
subsection (b) or the Supplements, a Participant with at least three Years of
Vesting Service may elect to have his or her Vested interest calculated pursuant
to the vesting schedule which would have been in effect but for the amendment;
provided, however, that no election shall be provided for any Participant whose
nonforfeitable percentage under the Plan as amended at anytime cannot be less
than such percentage determined without regard to such amendment.
SECTION 8.2. - ADDITIONAL VESTING OF ACCOUNTS
The interest of a Participant in his or her Profit-Sharing
Account, Matching Account and Non-Vested Merged Accounts, if any, shall become
fully Vested upon the earliest to occur of
(a) his or her death,
(b) his or her sixty-fifth birthday,
(c) his or her Disability Retirement Date, or
(d) the termination or discontinuation of the
Plan under Section 16.1 if he or she is then
an affected Employee or employed by a
Company Affiliate.
ARTICLE IX.
WITHDRAWALS AND LOANS
SECTION 9.1. - WITHDRAWAL FROM DEFERRED COMPENSATION ACCOUNT OTHER THAN FOR
HARDSHIP
A Participant may take a lump sum cash withdrawal from his or
her Deferred Compensation Account (or, with respect to a distribution described
in subsection (b), a lump sum withdrawal in Company Stock from the portion of
his or her Deferred Compensation Account invested in the Company Stock Fund, as
described in Section 9.3(a)) in the event of
(a) the circumstances specified in Code Section
401(k)(10), in the amount of principal and interest allowed
thereunder, and
(b) his or her attainment of age fifty-nine and
one-half, as provided in Section 9.3(a).
SECTION 9.2. - HARDSHIP WITHDRAWAL FROM DEFERRED COMPENSATION ACCOUNT
A Participant may make a cash withdrawal from his or her
Deferred Compensation Account on account of Hardship, subject to any
requirements set forth in the Supplements and the following:
(a) A Participant's aggregate Hardship withdrawals
shall not exceed the lesser of
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(i) the lesser of
a the amount by which
1 the aggregate principal
amount of his or her Deferred Compensation
Account together with income allocable
thereto credited as of December 31, 1988
exceeds
2 the unpaid amount due on
his or her outstanding loan or loans, if any
under subsection (c)(i) which are secured by
his or her Deferred Compensation Account,
and
b the amount which is necessary to
satisfy the Hardship (including certain amounts
necessary to pay federal, state or local income taxes
or penalties reasonably anticipated to result from
the distribution as set forth in the Rules of the
Plan), or
(ii) the amount which cannot be satisfied
from other resources which are reasonably available to the
Participant.
(b) The Participant shall obtain all distributions (other than
Hardship distributions), and all nontaxable loans currently available under all
plans maintained by the Company or any Company Affiliate;
(c) The Participant shall not be permitted to make further
Deferral Compensation or voluntary contributions under the Plan (or other plan
(whether or not qualified) maintained by the Company or any Company Affiliate)
for twelve months thereafter; and
(d) The sum of the Participant's Deferred Compensation under
this Plan (and other plans maintained by the Company or any Company Affiliate)
for the Plan Year in which the Hardship distribution is received and in the next
Plan Year shall not exceed the limit for such year under Code Section 402(g)(5).
(e) Any other conditions prescribed by the Commissioner of
Internal Revenue through the publication of revenue rulings, notices, and/or
other documents of general applicability, as an alternate method under which a
Hardship distribution will be deemed to be necessary to satisfy an immediate and
heavy financial need.
(f) A Participant whose deferrals have been suspended under
this section nevertheless shall be included in determinations under Sections
1.15 and 1.17 if he or she would otherwise be so included.
(g) Hardship withdrawals may not be made more frequently than
at twelve month intervals.
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<PAGE>
(h) The Participant's remaining Deferred Compensation Account
balance, or, if none, the withdrawal itself shall be reduced by the amount of
any administrative expenses charged to the Trust Fund by reason of the
withdrawal.
SECTION 9.3. - OPTION TO WITHDRAW
(a) Subject to subsection (c) and any requirements set forth
in the Supplements, any Participant who has attained age fifty-nine and one-half
may elect, in accordance with the Rules of the Plan, to withdraw up to 100% of
the Vested amount credited to his or her Accounts in cash or, with respect to
the portion of his or her Accounts invested in the Company Stock Fund, in whole
shares of Company Stock (and the equivalent of any fractional share distributed
in cash) unless the Participant elects to receive all of such amount in cash,
valued as of the last Valuation Date;
(b) Subject to subsection (c) and any requirements set forth
in the Supplements, a Participant may elect, in accordance with the Rules of the
Plan, to withdraw up to 100% of the amount credited to his or her Rollover
Account in cash or, with respect to the portion of his or her Rollover Account
invested in the Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash) unless the Participant
elects to receive all of such amount in cash, valued as of the last Valuation
Date.
(c) The amount of any withdrawal under this Section 9.3 shall
be reduced by any outstanding loan which is secured by his or her Accounts
pursuant to Section 9.5.
SECTION 9.4. - OTHER WITHDRAWALS PROHIBITED; RESTRICTIONS ON CERTAIN
DISTRIBUTIONS
(a) Except as provided in this Article IX, Sections 10.3 and
15.15 and the Supplements, no distribution shall be made to any Participant from
his or her Deferred Compensation Account, his or her Qualified Account or any
other Account prior to his or her Separation from the Service.
(b) A Participant shall not be permitted to withdraw his or
her Accounts which are invested in the Group Annuity Contract GA - 5236 (the
"Contract") issued by Mutual Benefit Life Insurance Company ("MBL") during a
specified period unless the Participant's Accounts are reduced by the amount of
a moratorium fee to be paid to MBL in accordance with the Rules of the Plan and
as provided in the Contract.
SECTION 9.5. - LOANS TO PARTICIPANTS
(a) A Participant may borrow against his or her Vested
Accounts with the approval of the Administrator in accordance with the
provisions of subsection (b) and any applicable Supplement.
(b) The Administrator shall establish by Rules of the Plan the
requirements for loans from the Trust Fund and conditions therefore. Such Rules
of the Plan shall be consistent with the following requirements:
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<PAGE>
(i) The minimum amount which a Participant may borrow
at any one time is $1,000.
(ii) The maximum amount which a Participant may
borrow when added to the outstanding balance of all other loans from
the Plan and from other qualified plans of the Company or a Company
Affiliate may not exceed the lesser of
a $50,000 reduced by the excess (if any) of
1 the highest outstanding balance of
loans from the Plan during the one year period ending
on the day before the date on which the loan is made,
over
2 the outstanding balance of loans
from the Plan on the date on which such loan was
made; or
b half of his or her Vested interest in all
of his or her Accounts.
(iii) A Participant may not have more than one loan
outstanding at any one time under the Plan. A Participant shall be
permitted to refinance his or her outstanding loan under the Plan in
accordance with the Rules of the Plan.
(iv) Such loans must be available to all Participants
on a reasonably equivalent basis.
(v) The Vested percentage of a Participant's Accounts
which is made available for borrowing shall not be higher for
Participants who are Highly Compensated Employees, officers or
shareholders than for other Participants.
(vi) Such loans shall be made upon promissory notes
providing for substantially level amortization (with regular payments
by payroll deduction each Payday for a Participant or by direct
payments if the Participant does not have a sufficient paycheck on any
Payday).
(vii) Each such loan shall be secured by the lesser
of the amount of the loan or half of the Vested interest in the
Participant's Accounts, including any such portion of a Participant's
Accounts which is credited after the date of the loan. For purposes of
Articles XI, XII and XIII (and any modifications to such Articles
contained in any Supplement), the distributable balance of such
Accounts shall be reduced by the unpaid balance of the loan secured by
such Accounts.
(viii) Each such loan shall bear a reasonable
interest rate, which shall be commensurate with the interest rates
charged by persons in the business of making loans under similar
circumstances. The Administrator may adopt a national or regional rate
of interest for this purpose.
(ix) Each such loan shall be repaid within five
years.
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<PAGE>
(x) The promissory note on any such loan shall be an
investment of the affected Accounts of the Participant receiving such
loan and not an investment of the Trust Fund generally.
(xi) A Participant may suspend his or her installment
payments on any loan under the Plan for a period not longer than one
year if the Participant takes an authorized leave of absence from the
Company, either without pay from the Company or at a rate of pay (after
income and employment tax withholding) that is less than the amount of
the installment payments required under the terms of his or her Plan
loan; provided, however, that the loan must be repaid by the latest
date permitted under Code Section 72(p)(2)(B) and the installments due
after the leave (or, if earlier, after the first year of the leave)
must not be less than those required under the terms of the original
loan.
(xii) A Participant who leaves the Company as a
result of Qualified Military Service may suspend his or her installment
payments on any loan under the Plan during any part of such service and
such suspension shall not be taken into account for purposes of Code
Section 72(p), 401(a), or 4975(d)(1).
(xiii) The Administrator shall allow a grace period
for a Participant to make delinquent installment payments on his or her
loan under the Plan; provided, however, that the grace period shall not
extend beyond the last day of the calendar quarter following the
calendar quarter in which the required installment payment was due.
(xiv) If an installment payment on a loan from the
Plan is not received by the Administrator by the last day of the grace
period, a deemed distribution, as the term is defined under the
regulations pursuant to Code Section 72(p), will occur. The amount of
the deemed distribution shall be the entire outstanding balance of the
loan at the time of the Participant's failure to pay the installment.
The Participant's Account balance may be offset in order to repay the
loan at such time as is permitted under Code Section 401(k)(2)(B)(i)
and the regulations thereunder.
(xv) Upon a Participant's Separation from the
Service, his or her loan under the Plan shall be immediately due and
payable. If a Participant does not repay all loans in total within the
grace period, the Participant's Accounts shall be reduced or offset by
the amount of the outstanding loan(s) in repayment thereof.
(xvi) A Participant shall not be permitted to borrow
any portion of his or her Accounts which is invested in the Group
Annuity Contract GA - 5236 issued by Mutual Benefit Life Insurance
Company but such amount shall be considered in determining the maximum
amount the Participant is permitted to borrow pursuant to paragraph
(iv).
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<PAGE>
ARTICLE X.
EMPLOYMENT AFTER NORMAL RETIREMENT DATE
SECTION 10.1. - CONTINUATION OF EMPLOYMENT
(a) A Participant may, subject to subsection (b) and Section
17.3, remain in the employ of the Company or a Company Affiliate after attaining
his or her Normal Retirement Date.
(b) Notwithstanding subsection (a), the Company reserves the
right to require a Participant to retire in accordance with Section 12(c) of the
Age Discrimination in Employment Act of 1967, as amended and applicable state
law.
SECTION 10.2. - CONTINUATION OF PARTICIPATION
A Participant retained in the employ of the Company after his
or her Normal Retirement Date under Section 10.1 shall continue as an Active
Participant herein.
SECTION 10.3. - MANDATORY IN-SERVICE DISTRIBUTIONS
(a) A Participant who is a Five Percent Owner with respect to
the Plan Year ending in the calendar year in which the Employee attains age
seventy and one half shall receive or commence the receipt of the entire amount
credited to his or her Accounts in accordance with Section 11.3 (and the
Supplement, if any, which applies to the Participant in question) on the April 1
following the end of the calendar year in which he or she attains age seventy
and one half.
(b) The Administrator may permit, by Rule of the Plan of
general applicability, any Participant not described in subsection (a) who
attained age 70 1/2 prior to January 1, 1996 and was required to receive one or
more distributions of his or her Accounts by December 31, 1996 because he or she
had reached his or her "required beginning date," as the term was defined under
Code Section 401(a)(9) prior to January 1, 1997, to elect that such
distributions cease until resumption is otherwise required under the Plan;
provided, however, that any election to cease a distribution which is subject to
the requirements of Code Sections 401(a)(11) and 417 as described in the
applicable Supplements shall satisfy the requirements of Internal Revenue
Service Notice 97-75 Q/A-7 and 8.
ARTICLE XI.
BENEFITS UPON RETIREMENT
SECTION 11.1.- NORMAL OR DISABILITY RETIREMENT
A Participant shall retire upon his or her Disability
Retirement Date and may retire on or after his or her Normal Retirement Date.
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<PAGE>
SECTION 11.2. - RIGHTS UPON NORMAL OR DISABILITY RETIREMENT
Upon a Participant's Normal or Disability Retirement, he or
she shall be entitled to receive the entire amount credited to his or her
Accounts in accordance with Section 11.3.
SECTION 11.3.- DISTRIBUTION OF ACCOUNTS
(a) If the entire amount credited to a Participant's Accounts
does not exceed $5,000 such Participant shall receive such amount in one lump
sum in cash or.
(b) If the entire amount credited to a Participant's Accounts
exceeds $5,000 such Participant may elect to receive such amount in cash or,
with respect to the portion of his or her Accounts invested in the Company Stock
Fund, in whole shares of Company Stock (and the equivalent of any fractional
share distributed in cash), under one of the following options:
(i) Payment of such amount in one lump sum.
(ii) Payment of such amount directly to the
Participant (as adjusted for gains and losses), in uniform annual or
more frequent installments of at least $100 over a period not longer
than the joint and last survivor expectancy of the Participant or his
or her Beneficiary, reasonably determined from the expected return
multiples prescribed in Treas. Reg. ss. 1.72-9 (as to which the
Participant (or his or her Spouse, if applicable) may elect whether the
recalculation rule of Code Section 401(a)(9)(D) shall apply and
provided, however, that the first installment may be larger than the
remaining installments).
If a Participant fails to make an election under this subsection (b), his or her
Accounts shall be distributed in a cash lump sum.
(c) At any time before distribution under subsection (b) is
made or commences, the Participant may elect to defer such distribution until
such later date as he or she shall then or subsequently specify; provided,
however,
(i) such date shall be no later than the date
referred to in subsection (d)(ii) or (d)(iii), and
(ii) if no such date is specified, such amount shall
be distributed in one lump sum on the date specified in subsection
(d)(ii) or (d)(iii).
(d) Distribution under subsection (a) or (b) shall be made or
commence not later than the earliest to occur of
(i) sixty days after the end of the Plan Year in
which such Normal Retirement or Disability Retirement occurs, or
(ii) if he or she is not a Five Percent Owner, the
later of
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a the April 1 following the calendar year
in which his or her Separation from the Service occurs, or
b the April 1 following the calendar year
in which he or she attains age seventy and one half,
(iii) if he or she is a Five Percent Owner, the April
1 following the calendar year in which he or she attains age seventy
and one half.
(e) Notwithstanding paragraphs (c)(i) and (c)(ii), for a
Participant who is a Five Percent Owner and has made an election permitted under
Section 242(b) of the Tax Equity and Fiscal Responsibility Act of 1982, the date
referred to in paragraph (d)(iii) shall be the later of the April 1 following
the calendar year in which his Separation from the Service occurs or the April 1
following the calendar year in which he attains age seventy and one half.
(f) Notwithstanding subsection (b) or (c) all distribution
shall satisfy the minimum distribution incidental death benefit requirements of
Proposed Treas. Reg. ss. 1.401(a)(9)-2 (or any successor thereto).
(g) A Five Percent Owner described in Section 10.3(a) may
elect to receive the required minimum distribution for each year until his or
her retirement as determined under Proposed Reg. Section 401(a)(9)-1.
(h) If a distribution is one to which Code Sections 401(a)(11)
and 417 do not apply, distribution of a Participant's Accounts under subsection
(b) may commence less than 30 days after the notice required under Reg. Section
1.411(a)-11(c) is given, provided that
(i) the Administrator clearly informs the Participant
that he or she has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution
option), and
(ii) the Participant after receiving the notice,
affirmatively elects a distribution.
SECTION 11.4. - DETERMINATION OF VALUE OF ACCOUNTS
If a distribution under Section 11.2 is made, the value of a
Participant's Accounts shall be determined as of the Valuation Date coinciding
with or next preceding the Participant's distribution date (after all
adjustments then required or permitted under the Plan have been made).
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<PAGE>
ARTICLE XII.
BENEFITS UPON DEATH
SECTION 12.1. - DESIGNATION OF BENEFICIARY
(a) Each Participant shall have the right to designate, revoke
and redesignate Beneficiaries hereunder and to direct payment of the Vested
amount credited to his or her Accounts to such Beneficiaries.
(b) Designation, revocation and redesignation of Beneficiaries
must be made in writing in accordance with the Rules of the Plan on a form
provided by the Administrator and shall be effective upon delivery to the
Administrator.
(c) A married Participant may not designate any Beneficiary
other than his or her Spouse without obtaining Spousal Consent thereto.
(d) If a Participant does not designate a Beneficiary, the
Beneficiary shall be the Surviving Spouse, and if no Surviving Spouse exists,
the person or persons of highest priority who survive the Participant determined
as follows:
(i) First, to his or her then surviving children
(including adopted children), if any,
(ii) Second, to his or her then surviving parents
(and, in the event the Participant's parents are divorced, each parent
shall share equally),
(iii) Third, to his or her then surviving brothers
and sisters, each in equal shares,
(iv) Fourth, to his or her estate, and
(ii) Finally, to be applied to pay expenses of the
Plan or to reduce the Company's contribution under Section 5.3(b) or
(c).
(e) Members of a class shall cease to be entitled to benefits
upon the earlier of the Administrator's determination that no members of such
class exist or the Administrator's failure to locate any members of such class,
after making reasonable efforts to do so, within one year after the members of
that class became entitled to benefits hereunder had members existed.
SECTION 12.2. - DISTRIBUTION ON DEATH
(a) Upon the death of a Participant the Vested amount credited
to his or her Accounts (as determined under Article VIII) shall be paid to the
Beneficiary in cash or, if the Beneficiary so elects, in whole shares of Company
Stock with respect to the portion of the Participant's Accounts invested in the
Company Stock Fund (and the equivalent of any fractional share distributed in
cash) in accordance with subsections (b), (c) and (d).
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<PAGE>
(b) A Surviving Spouse who is entitled to a distribution under
subsection (a) may elect in accordance with the Rules of the Plan,
(i) if he or she has elected to receive the lump sum
form of payment, that such payment may be deferred until the later of
the dates specified in subparagraphs (ii)a and b, or
(ii) if he or she has elected the installment option
then available under Section 11.3(b)(ii), such installments shall
commence not later than the later of
a the first anniversary of the
Participant's death, or
b the date on which the Participant would
have attained age seventy and one half
and shall continue over a period not longer than the life expectancy of
such Surviving Spouse.
(c) A Beneficiary who is entitled to a distribution under
subsection (a) may elect in accordance with the Rules of the Plan,
(i) if he or she has elected to receive the lump sum
form of payment, that such payment be completed within five years of
the Participant's death, or
(ii) if he or she has elected the installment option
available under Section 11.3(b)(ii), such installments be made over the
life or life expectancy of such Beneficiary (or person) with
distributions commencing within one year of the Participant's death.
(d) If payment has commenced prior to the Participant's death,
payment of such Participant's Accounts shall be made in such a manner that the
remaining interest is distributed at least as rapidly as under the method being
used as of the date of the Participant's death.
SECTION 12.3. - DETERMINATION OF VALUE OF ACCOUNTS
For purposes of this Article, the value of a Participant's
Accounts shall be determined as of the Valuation Date coinciding with or next
preceding the Beneficiary's distribution date (after all adjustments then
required or permitted under the Plan have been made).
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<PAGE>
ARTICLE XIII.
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION 13.1. - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(a) A Participant who has a Separation from the Service due to
resignation or discharge shall receive,
(i) if the Vested amount credited to his or her
Accounts does not exceed $5,000, such amount in one lump sum in cash
not later than six months after the end of the Plan Year in which such
Separation from the Service occurs, or, if earlier, within sixty days
after the end of the Plan Year in which Normal Retirement Date occurs,
or
(ii) if the Vested amount credited to his or her
Accounts exceeds $5,000, such amount in any one of the forms described
in Section 11.3(b) either in cash or, if the Participant so elects, in
whole shares of Company Stock with respect to the portion of the
Participant's Accounts invested in the Company Stock Fund (and the
equivalent of any fractional share distributed in cash), payable on
such date as he or she shall at any time elect in writing in accordance
with Code Section 411(a)(11) and the Rules of the Plan, but not earlier
than the earliest date described in subsection (a) and not later than
the April 1 following the calendar year of his or her attainment of age
seventy and one half.
(b) If a distribution is one to which Code Sections 401(a)(11)
and 417 do not apply, distribution of a Participant's Accounts under subsection
(a) may commence less than 30 days after the notice required under Reg. Section
1.411(a)-11(c) is given, provided that
(i) the Administrator clearly informs the Participant
that he or she has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to
elect a distribution (and, if applicable, a particular distribution
option), and
(ii) the Participant after receiving the notice,
affirmatively elects a distribution.
SECTION 13.2. - DETERMINATION OF VALUE OF ACCOUNTS
If a distribution under Section 13.1 is made, the value of the
Participant's Accounts shall be determined as of the Valuation Date coinciding
with or next preceding the Participant's distribution date (after all
adjustments then required or permitted under the Plan have been made).
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SECTION 13.3. - FORFEITURES
(a) If an Active Participant has a Separation from the Service
due to resignation or discharge, the portions of his or her Profit-Sharing
Account, Matching Account and Non-Vested Merged Accounts, if any, which are not
Vested shall be forfeited upon the earlier of his or her receipt of his or her
distribution under this Article or his or her completion of five consecutive
Break in Service Years. Pending application under Section 5.4, forfeitures shall
be held in suspense and shall not be commingled with amounts held in suspense
under Section 17.4.
(b) If an Active Participant has a Separation from the Service
prior to becoming Vested in any portion of his or her Profit-Sharing Account,
Matching Account and Non-Vested Merged Accounts, if any, under Section 8.1, a
distribution shall be deemed to have occurred upon such Separation from the
Service for purposes of subsection (a).
(c) Subject to Article XIV, but notwithstanding the other
provisions of this Article and Section 8.1, if an Active Participant is
discharged by, or resigns from, the Company or a Company Affiliate before he has
accrued five Years of Vesting Service because of any act found by the
Administrator in its discretion to constitute an act of dishonesty, disclosure
of confidential information, or other misconduct which involves substantial loss
or detriment to the Company or a Company Affiliate, the entire Profit-Sharing
Account, Matching Account and Non-Vested Merged Accounts, if any, of such
Participant, Vested and not Vested, shall be forfeited in accordance with
subsection (a).
SECTION 13.4. - RESTORATION OF FORFEITURES
If a Participant whose Profit-Sharing Account, Matching
Account and Non-Vested Merged Accounts, if any, are not then fully Vested
(a) has a Separation from the Service,
(b) suffers a forfeiture under Section 13.3 of the
portion of such Accounts which is not Vested,
(c) again becomes an Employee before he or she has
five consecutive Break in Service Years, and
(d) repays to the Plan the full amount, if any,
distributed to him or her from his or her Accounts before the end of
five consecutive Break in Service Years commencing after his or her
distribution, or, if earlier, the fifth anniversary of his or her
reemployment,
then the amounts forfeited under Section 13.3 by such Participant shall be
restored to his or her Profit-Sharing Account, Matching Account and Non-Vested
Merged Accounts, if any, applying forfeitures pending reallocation and Company
contributions, in that order, as necessary.
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ARTICLE XIV.
TOP HEAVY PROVISIONS
SECTION 14.1. - TOP HEAVY DETERMINATION
(a) Solely in the event that this Plan ever becomes Top Heavy,
as defined herein, the provisions of this Article shall apply.
(b) Solely for the purposes of this Article, the following
definitions shall be used:
(i) "Aggregation Group" shall mean
a each plan of the Company or a Company
Affiliate in which a Key Employee is a Participant (including
any such plan which has been terminated if such plan was
maintained by the Company or Company Affiliate within the last
five years ending on the Determination Date for the Plan Year
in question) but excluding a plan meeting the requirements of
Code Section 401(k)(11); provided, however, that such plan
allows only contributions required under Code Section
401(k)(11)), and
b each other plan of the Company or a
Company Affiliate which enables any plan described in
paragraph a to meet the requirements of Code Section 401(a)(4)
or 410.
(ii) "Determination Date" shall mean, with respect to
any Plan Year, the last day of the preceding Plan Year, or in the case
of the first Plan Year, the last day of such Plan Year.
(iii) "Key Employee" shall mean an Employee, a former
Employee or the Beneficiary of a former Employee, if, in the Plan Year
containing the Determination Date or in any of the four preceding Plan
Years, such Employee or former Employee is or was
a an officer of the Company or a Company
Affiliate whose Statutory Compensation for the Plan Year in
question exceeds fifty percent of the amount in effect under
Code Section 415(b)(1)(A) (not more than fifty Employees or,
if less, the greater of three Employees or ten percent of the
Employees shall be treated as officers),
b one of the ten Employees owning (or
considered as owning within the meaning of Code Section 318)
both the largest interest in the Company or a Company
Affiliate and more than one-half of one percent interest
therein and whose Statutory Compensation for the Plan Year in
question equals or exceeds the amount in effect under Code
Section 415(c)(1)(A); provided, however, if two Employees have
the same interest in the Company or a Company Affiliate, the
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Employee with the greater Statutory Compensation for such Plan
Year shall be treated as having the larger interest,
c a Five Percent Owner or a one percent
owner (within the meaning of Code Section 416(i)(1)(B) and
(C)) of the Company or a Company Affiliate whose Statutory
Compensation for the Plan Year in question exceeds $150,000.
(iv) "Non-Key Employee" shall mean any Employee who
is not a Key Employee.
(v) The Plan shall be Top Heavy if, as of any
Determination Date, the aggregate of the Accounts of Key Employees
under all plans in the Aggregation Group (or under this Plan and such
other plans as the Company elects to take into account under Code
Section 416(g)(2)(A)(ii)) exceeds sixty percent of the aggregate of the
Accounts for all Key Employees and Non-Key Employees. In making this
calculation as of a Determination Date,
a each Account balance as of the most
recent valuation date occurring within the Plan Year which
includes the Determination Date shall be determined,
b an adjustment for contributions due as of
the Determination Date shall be determined,
c the Account balance of any Employee or
former Employee shall be increased by the aggregate
distributions made during the five-year period ending on the
Determination Date with respect to such Employee or former
Employee,
d the Account balance of
1 any Non-Key Employee who was a Key
Employee for any prior Plan Year, and
2 any former Employee who performed
no services for the Company or a Company Affiliate
during the five-year period ending on the
Determination Date
shall be ignored, and
e if there have been any rollovers to or
from any Account, the balance of such Account shall be
adjusted, as required by Code Section 416(g)(4)(A).
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Notwithstanding the foregoing, this Plan shall be Top Heavy if, as of
any Determination Date, it is required by Code Section 416(g) to be
included in an Aggregation Group which is determined to be a Top Heavy
Group.
(vi) "Top Heavy Group" shall mean any Aggregation
Group if, as of the Determination Date, the sum of
a the present value of the cumulative
accrued benefits for all Key Employees under all defined
benefit plans in such Aggregation Group, and
b the aggregate of the accounts of all Key
Employees under all defined contribution plans in such
Aggregation Group
exceeds sixty percent of a similar sum determined for all Key Employees
and Non-Key Employees.
(vii) "Statutory Compensation" shall have the meaning
set forth in Code Section 414(q)(4) for purposes of paragraph (b)(iv).
For purposes of determining the minimum required contribution under
paragraph 14.2(b)(ii), "Statutory Compensation" for Key Employees shall
include contributions to Deferred Compensation Accounts.
SECTION 14.2. - MINIMUM BENEFITS
(a) For any Plan Year in which the Plan is Top Heavy, the
total allocation to the Profit-Sharing Account, Qualified Account or Matching
Account of any Employee who is a Non-Key Employee at the end of such Plan Year
and is
(i) entitled to an allocation to such Account under
Sections 5.3 and 5.4, or
(ii) not entitled to an allocation under such
Sections solely because he or she did not elect to defer Compensation
under Section 3.1 or 3.3 of the Plan, shall not be less than that
determined under subsection (b).
(b) The allocation determined under this subsection shall be a
percentage of the Statutory Compensation of such Non-Key Employee which is not
less than the lesser of
(i) three percent, or
(ii) that percentage reflecting the ratio of
a the allocations under Sections 5.3 and
5.4 to
b Statutory Compensation
for the Key Employee with respect to whom such ratio is highest for
such Plan Year.
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(c) An Employee described in subsection (a)(ii) shall be
treated as a Participant hereunder.
SECTION 14.3. - LIMITATION ON BENEFITS
For any Plan Year commencing prior to January 1, 2000 in which
the Plan is Top-Heavy,
(a) the denominator of both the defined benefit plan fraction
and the defined contribution plan fraction set forth in Code Sections
415(e)(2)(B) and 415(e)(3)(B), respectively, shall be adjusted by substituting
1.0 for 1.25, and
(b) the numerator of the "transition fraction" described in
Code Section 415(e)(6)(B)(i) shall be calculated by substituting $41,500 for
$51,875,
but only to the extent required by Code Section 416(h).
ARTICLE XV.
ADMINISTRATIVE PROVISIONS
SECTION 15.1. - DUTIES AND POWERS OF THE ADMINISTRATOR
(a) The Administrator shall administer the Plan in accordance
with the Plan and ERISA and shall have full discretionary power and authority:
(i) To engage actuaries, attorneys, accountants,
appraisers, brokers, consultants, administrators, recordkeepers,
custodians, physicians or other firms or persons and (with its
officers, directors and Employees) to rely upon the reports, advice,
opinions or valuations of any such persons except as required by law;
(ii) To adopt Rules of the Plan that are not
inconsistent with the Plan or applicable law and to amend or revoke any
such rules;
(iii) To construe the Plan and the Rules of the Plan;
(iv) To determine questions of eligibility and
vesting of Participants;
(v) To determine entitlement to allocations of
contributions and forfeitures and to distributions of Participants,
former Participants, Beneficiaries, and all other persons;
(vi) To make findings of fact as necessary to make
any determinations and decisions in the exercise of such discretionary
power and authority;
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(vii) To appoint claims and review officials to
conduct claims procedures as provided in Section 15.6; and
(viii) To delegate any power or duty to any firm or
person engaged under paragraph (i) or to any other person or persons.
(b) Every finding, decision, and determination made by the
Administrator shall, to the full extent permitted by law, be final and binding
upon all parties, except to the extent found by a court of competent
jurisdiction to constitute an abuse of discretion.
SECTION 15.2. - EXPENSES OF ADMINISTRATION
(a) The Company shall indemnify and hold each Employee
functioning under Section 15.1(a) or person serving on an investment committee
established in accordance with the Trust Agreement harmless from all claims,
liabilities and costs (including reasonable attorneys' fees) arising out of the
good faith performance of his or her functions hereunder.
(b) The Company may obtain and provide for any such Employee
and investment committee member described in subsection (a), at the Company's
expense, liability insurance against liabilities imposed on him or her by law.
(c) The Plan shall pay reasonable administrative expenses of
the Plan, including, but not limited to, expenses of any such Employee and
investment committee member described in subsection (a) and legal fees incurred
for services related to the administration of the Plan (including the amending
of the Plan); provided, however, that the Company may elect, in its sole and
absolute discretion, to pay such administrative expenses from its own assets.
SECTION 15.3. - PAYMENTS
In the event any amount becomes payable under the Plan to a
minor or a person who, in the sole judgment of the Administrator, is considered
by reason of physical or mental condition to be unable to give a valid receipt
therefor, the Administrator may direct that such payment be made to any person
found by the Administrator, in its sole judgment, to have assumed the care of
such minor or other person. Any payment made pursuant to such determination
shall constitute a full release and discharge of the Trustee, the Administrator
and the Company and their officers, directors, employees, owners, agents and
representatives.
SECTION 15.4. - STATEMENT TO PARTICIPANTS OR MERGED PARTICIPANTS
Within one hundred eighty days after the end of each Plan
Year, the Administrator shall furnish to each Participant a statement setting
forth the value of his or her Accounts and the Vested percentage thereof and
such other information as the Administrator shall deem advisable to furnish.
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SECTION 15.5. - INSPECTION OF RECORDS
Copies of the Plan and any other documents and records which a
Participant is entitled by law to inspect shall be open to inspection by such
Participant or such Participant's duly authorized representatives at any
reasonable business hour at the principal office of the Company, any Company
work site at which at least fifty Employees regularly perform services and such
other locations as the Secretary of Labor may require.
SECTION 15.6. - CLAIMS PROCEDURE
(a) A claim by a Participant, Beneficiary or any other person
shall be presented to the claims official appointed by the Administrator in
writing within the maximum time permitted by law or under the regulations
promulgated by the Secretary of Labor or his or her delegate pertaining to
claims procedures.
(b) The claims official shall, within a reasonable time,
consider the claim and shall issue his or her determination thereon in writing.
(c) If the claim is granted, the appropriate distribution or
payment shall be made from the Trust Fund or by the Company.
(d) If the claim is wholly or partially denied, the claims
official shall, within ninety days (or such longer period as may be reasonably
necessary), provide the claimant with written notice of such denial, setting
forth, in a manner calculated to be understood by the claimant
(i) the specific reason or reasons for such denial,
(ii) specific references to pertinent Plan provisions
on which the denial is based,
(iii) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and
(iv) an explanation of the Plan's claim review
procedure.
(e) The Administrator shall provide each claimant with a
reasonable opportunity to appeal the claims official's denial of a claim to a
review official (appointed by the Administrator in writing) for a full and fair
review. The claimant or his or her duly authorized representative
(i) may request a review upon written application to
the review official (which shall be filed with it),
(ii) may review pertinent documents, and
(iii) may submit issues and comments in writing.
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(f) The review official may establish such time limits within
which a claimant may request review of a denied claim as are reasonable in
relation to the nature of the benefit which is the subject of the claim and to
other attendant circumstances but which, in no event, shall be less than sixty
days after receipt by the claimant of written notice of denial of his or her
claim.
(g) The decision by the review official upon review of a claim
shall be made not later than sixty days after his receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than one hundred twenty days after receipt of such request for review.
(h) The decision on review shall be in writing and shall
include specific reasons for the decision written in a manner calculated to be
understood by the claimant with specific references to the pertinent Plan
provisions on which the decision is based.
(i) The claims official and the review official shall have
full discretionary power and authority to construe the Plan and the Rules of the
Plan, to determine questions of eligibility, vesting and entitlements and to
make findings of fact as under Section 15.1 and, to the extent permitted by law,
the decision of the claims official (if no review is properly requested) or the
decision of the review official on review, as the case may be, shall be final
and binding on all parties except to the extent found by a court of competent
jurisdiction to constitute an abuse of discretion.
SECTION 15.7. - CONFLICTING CLAIMS
If the Administrator is confronted with conflicting claims
concerning a Participant's Accounts, the Administrator may interplead the
claimants in an action at law, or in an arbitration conducted in accordance with
the rules of the American Arbitration Association, as the Administrator shall
elect in its sole discretion, and in either case, the attorneys' fees, expenses
and costs reasonably incurred by the Administrator in such proceeding shall be
paid from the Participant's Accounts.
SECTION 15.8. - EFFECT OF DELAY OR FAILURE TO ASCERTAIN
AMOUNT DISTRIBUTABLE OR TO LOCATE DISTRIBUTEE
(a) If an amount payable under the Plan cannot be ascertained
or the person to whom it is payable has not been ascertained or located within
the stated time limits and reasonable efforts to do so have been made, then
distribution shall be made not later than sixty days after such amount is
determined or such person is ascertained or located, or as prescribed in
subsection (b).
(b) If, within one year after a Participant has a Separation
from the Service, the Administrator, in the exercise of due diligence, has
failed to locate him or her (or if such Separation from the Service is by reason
of his or her death, has failed to locate the person entitled to his or her
Vested Accounts under Section 12.2), his or her entire distributable interest in
the Plan shall be forfeited and applied to pay expenses of the Plan or to reduce
the Company's contribution under Section 5.3; provided, however, that if the
Participant (or in the case of his or her death, the person entitled thereto
under Section 12.2) makes proper claim therefor under Section 15.6, the
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amount so forfeited shall be restored to the Participant's Account, applying
forfeitures pending application, Company contributions and unallocated earnings
and gains of the Trust Fund, in that order, as necessary.
SECTION 15.9. - SERVICE OF PROCESS
The General Counsel of the Company is hereby designated as
agent of the Plan for the service of legal process.
SECTION 15.10. - LIMITATIONS UPON POWERS OF THE ADMINISTRATOR
The Plan shall not be operated so as to discriminate in favor
of Highly Compensated Employees. The Plan shall be uniformly and consistently
interpreted and applied with regard to all Participants in similar
circumstances. The Plan shall be administered, interpreted and applied fairly
and equitably and in accordance with the specified purposes of the Plan.
SECTION 15.11. - EFFECT OF ADMINISTRATOR ACTION
Except as provided in Section 15.6, all actions taken and all
determinations made by the Administrator in good faith shall be final and
binding upon all Participants, Beneficiary, the Trustee and any person
interested in the Plan or Trust Fund.
SECTION 15.12. - CONTRIBUTIONS TO ROLLOVER ACCOUNTS
(a) An Active Participant may make a contribution to his or
her Rollover Account if such contribution meets the requirements of this Section
and is in accordance with the Rules of the Plan.
(b) Such contribution will meet the requirements of this
Section if
(i) it is made by such Active Participant to the
Trust in cash in a lump sum, and
(ii) the amount contributed by such Active
Participant consists of
a an Eligible Rollover Distribution as
defined in Code Section 402(a)(5) from
1 a qualified trust meeting the
requirements of Code Section 402(a)(5), or
2 an employee annuity plan meeting
the requirements of Code Section 403(a)(1), or
b a tax-free rollover distribution from an
individual retirement account or an individual retirement
annuity which in turn consisted entirely of an Eligible
Rollover Distribution (as defined in Code Section 402(c)(4)
from a
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qualified trust under Code Section 401(a) or an annuity plan
under which the Active Participant was an employee within the
meaning of Code Section 401(c)(1) at the time contributions
were made on his or her behalf under the plan) together with
any earnings thereon, and which otherwise meets the
requirements of Code Section 408(d)(3).
(c) In addition, such contribution will meet the requirements
of this Section if
(i) the contribution is made within sixty days
following the day on which the Eligible Employee received the
distribution from a qualified trust, annuity plan or individual
retirement account or annuity,
(ii) such distribution was in the form of cash, and
(iii) such distribution constituted an Eligible
Rollover Distribution within the meaning of Code Section 402(c)(4), no
part of which consists of employee contributions.
(d) The Administrator may require the Active Participant to
supply information sufficient to determine if his or her contribution meets the
requirements of this Section. If the Administrator determines that such
contribution does not meet the requirements of this Section, the contribution
shall not be permitted.
(e) The Administrator may, in its discretion, permit the Plan
to accept a direct transfer from a qualified trust (described in Code Section
401(a)) of an Active Participant's benefits under such trust. Benefits
transferred on behalf of an Active Participant to the Plan under this Section
shall be credited to the Active Participant's Rollover Account or such other
Accounts of the Participant as are designated by the Administrator. The
Administrator shall not accept any plan-to-plan transfer under this Section if
such transfer would require the plan to provide optional forms of benefit not
otherwise provided by the Plan as required by Code Section 411(d)(6).
(f) The Plan shall also accept a direct rollover from a plan
qualified under Code Section 401(a) of an amount if paid to an Active
Participant instead of the Plan would have constituted an Eligible Rollover
Distribution within the meaning of Code Section 401(a)(31). This transferred
amount shall be credited to an Active Participant's Rollover Account.
(g) If the Administrator accepts a contribution or transfer
pursuant to this Section and later determines that it was improper to do so, in
whole or in part, the Plan shall refund the necessary amount to the Participant.
<PAGE>
SECTION 15.13. - ASSIGNMENTS, ETC., PROHIBITED; DISTRIBUTIONS
PURSUANT TO QUALIFIED DOMESTIC RELATIONS ORDERS; CERTAIN
OFFSETS OF ACCOUNTS
(a) Except as provided in subsections (b) and (c), no part of
the Trust Fund shall be liable for the debts, contracts or engagements of any
Participant, his or her Beneficiaries or successors in interest, or be taken in
execution by levy, attachment or garnishment or by any other legal or equitable
proceeding, while in the hands of the Trustee, nor shall any such person have
any right to alienate, anticipate, commute, pledge, encumber or assign any
benefits or payments hereunder in any manner whatsoever, except to designate a
Beneficiary as provided in the Plan.
(b) Notwithstanding subsection (a) or any other provision of
the Plan to the contrary, upon receipt by the Administrator of a domestic
relations order, as defined in Code Section 414(p), which, but for the time of
required payment to the alternate payee, would be a qualified domestic relations
order as defined in Code Section 414(p), the amount awarded to the alternate
payee shall promptly be paid in the manner specified in such order; provided,
however, that no such distribution shall be made prior to the Participant's
Separation from the Service if such distribution could adversely affect the
qualified status of the Plan.
(c) (i) Notwithstanding subsection (a) or any other
provision of the Plan to the contrary, upon receipt by the
Administrator of a judgment, order, decree or settlement agreement
described in paragraph (ii) which expressly provides for an offset
against all or part of an amount ordered or required to be paid to
the Plan against a Participant's Accounts under the Plan, such
Participant's Accounts shall be reduced or offset by the amount
specified in such judgment, order, decree or settlement agreement
and such amount shall promptly be paid to the Plan.
(ii) The judgment, order, decree or settlement
agreement described in paragraph (i) must arise from
a a judgment of conviction for a
crime involving the Plan,
b a civil judgment (including a
consent order or decree) entered by
a court in an action brought in
connection with a violation (or
alleged violation) of Part 4 of
ERISA, or
c a settlement agreement between the
Secretary of Labor or the Pension
Benefit Guaranty Corporation and
the Participant in connection with
a violation (or alleged violation)
of Part 4 of ERISA by a fiduciary
or any other person.
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SECTION 15.14. - DIRECT ROLLOVERS
Notwithstanding any provision of the Plan to the contrary, a
Distributee may elect, at the time and in the manner prescribed by the
Administrator under the Rules of the Plan, to have all or any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
designated by the Distributee in a Direct Rollover.
SECTION 15.15. - CORRECTIVE OF ADMINISTRATIVE ERROR; SPECIAL CONTRIBUTION
Notwithstanding any other provision of the Plan to the
contrary, the Administrator shall take any and all appropriate actions to
correct errors in the administration of the Plan, including, without limitation,
errors in the allocation of contributions, forfeitures, and income, expenses,
gains and losses to the Accounts of the Participants or Beneficiaries under the
Plan. Such corrective actions may include debiting or crediting a Participant's
or Beneficiary's Accounts or allocating special contributions made by the
Company to the Plan for purposes of correcting any failure to make contributions
on a timely basis or properly allocate contributions, forfeitures, or income,
expenses, gains and losses. The Administrator shall determine the amount of any
such special contributions required to be made by the Company, which may be made
in such approximate amounts as the Administrator, acting in its sole discretion,
shall determine. In no event shall any corrective action taken by the
Administrator under this Section reduce any Participant's or Beneficiary's
accrued benefit in violation of Section 411(d)(6) of the Code and the Treasury
Regulations thereunder.
SECTION 15.16. - PURCHASE OF ANNUITIES
If an irrevocable commitment is purchased from an insurer to
pay a Participant's benefit from the Vested amount credited to his or her
Accounts under the Plan as described in the applicable Supplements, the
obligation to pay the Participant's benefit shall pass from the Plan to the
insurer for any payments to which he shall be entitled and not to the Company or
Trust Fund.
ARTICLE XVI.
TERMINATION, DISCONTINUANCE,
AMENDMENT, MERGER, ADOPTION OF PLAN
SECTION 16.1. - TERMINATION OF PLAN; DISCONTINUANCE OF CONTRIBUTIONS
(a) The Plan is intended as a permanent program but the Board
shall have the right at any time to declare the Plan terminated completely as to
the Company or as to any division, facility or other operational unit thereof.
Discharge or layoff of Employees of the Company or any unit thereof without such
a declaration shall not result in a termination or partial termination of the
Plan except to the extent required by law. In the event of any termination or
partial termination:
(i) An allocation of amounts being held under Section
17.4(b) shall be made in accordance with Section 17.4(c).
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(ii) For each Participant who is then an affected
Employee with respect to whom the Plan is terminated or partially
terminated, the interest in his or her Profit-Sharing Account, Matching
Account and Non-Vested Merged Accounts, including his or her interest
in the forfeitures then held in suspense under Section 13.3 (which
shall be applied under Section 5.4), shall become fully Vested.
(iii) The Administrator shall direct the Trustee to
liquidate the necessary portion of the Trust Fund and distribute it,
less, to the extent permitted by law, a proportionate share of the
expenses of termination, to the persons entitled thereto in proportion
to their Accounts.
(iv) Provided that the Company or a Company Affiliate
does not maintain another defined contribution plan other than an
employee stock ownership plan (as defined in Code Section 4975(e)(7)),
distributions of Participant's Accounts which are not attributable to
mergers or transfers from a qualified retirement plan subject to Code
Section 417, shall be made in the manner prescribed by Section 13.1(a),
assuming for such purpose that each person entitled to a distribution
under the Plan is a Participant who has had a Separation from the
Service due to resignation or discharge on the date of termination.
(b) The Board shall have the right at any time to discontinue
contributions to the Plan completely as to the Company or as to any covered
location division, facility or other operational unit thereof. Failure of the
Company to make one or more substantial contributions to the Plan for any period
of three consecutive Plan Years in each of which the Company realized
substantial current earnings, as shown on its financial reports, shall
automatically become a complete discontinuance of contributions at the end of
the third such consecutive Plan Year. In the event of complete discontinuance of
contributions to the Plan, the Plan and Trust shall otherwise remain in full
force and effect except that all Profit-Sharing Accounts, Matching Accounts and
Merged Accounts shall thereupon become fully Vested.
SECTION 16.2. - AMENDMENT OF PLAN
As limited in Section 16.3 of the Plan, complete or partial
amendments or modifications to the Plan (including retroactive amendments to
meet governmental requirements or prerequisites for tax qualification) may be
made from time to time by the Company; provided, however, that no amendment
shall decrease the Vested percentage any Participant has in his or her Accounts
or his or her accrued benefit. Amendments shall be adopted by the Board;
provided, however, that the Administrator may adopt amendments as necessary to
bring the Plan into conformity with legal requirements, or to improve the
administration hereof, provided no such amendments involve an increase in cost
of benefits provided by this Plan. Additionally, the Administrator may amend the
Plan by adoption of Supplements hereto.
SECTION 16.3. - RETROACTIVE EFFECT OF PLAN AMENDMENT
(a) No Plan amendment, including this amendment, unless it
expressly provides otherwise, shall be applied retroactively to increase the
Vested percentage of a Participant whose
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Separation from the Service preceded the date such amendment became effective
unless and until he or she again becomes a Participant and additional
contributions are allocated to him or her.
(b) No Plan amendment, unless it expressly provides otherwise,
shall be applied retroactively to increase the amount of service credited to any
person for purposes of Plan participation, vesting or any other Plan purpose
with respect to his or her participation or employment before the date such
amendment became effective.
(c) Except as provided in subsections (a) and (b), all rights
under the Plan shall be determined under the terms of the Plan as in effect at
the time the determination is made.
SECTION 16.4. - CONSOLIDATION OR MERGER; ADOPTION OF PLAN BY OTHER COMPANIES
(a) In the event of the consolidation or merger of the Company
with or into any other business entity, or the sale by the Company or its owner
of its assets, the successor may continue the Plan by adopting the same by
resolution of its board of directors or agreement of its partners or proprietor
and, if deemed appropriate, by executing a proper Supplemental agreement to the
Trust Agreement with the Trustee. If, within ninety days from the effective date
of such consolidation, merger or sale of assets, such new corporation,
partnership or proprietorship does not adopt the Plan, the Plan shall be
terminated in accordance with Section 16.1.
(b) The Plan shall not be merged or consolidated with any
other plan, nor shall its assets or liabilities be transferred to any other
plan, unless each Participant in this Plan would have immediately after the
merger, consolidation or transfer (if the plan in question were then terminated)
accounts which are equal to or greater in amount than his or her corresponding
Accounts under this Plan had the Plan been terminated immediately before the
merger, consolidation or transfer.
(c) Any Company Affiliate may, with the approval of the Board,
adopt the Plan as a whole company or as to any one or more divisions effective
as of the first day of any Plan Year by resolution of its own board of directors
or agreement of its partners. Such Company Affiliate shall give written notice
of such adoption to the Administrator and to the Trustee by its duly authorized
officers.
55
<PAGE>
ARTICLE XVII.
MISCELLANEOUS PROVISIONS
SECTION 17.1. - IDENTIFICATION OF FIDUCIARIES
(a) The Administrator (with respect to control and management
of Plan assets and in general) and the Trustee shall be named fiduciaries within
the meaning of ERISA and, as permitted or required by law, shall have exclusive
authority and discretion to control and manage the operation and administration
of the Plan within the limits set forth in the Trust Agreement, subject to
proper delegation.
(b) Such named fiduciaries and every person who exercises any
discretionary authority or discretionary control respecting management of the
Trust Fund or Plan, or exercises any authority or control respecting the
management or disposition of the assets of the Trust Fund or Plan, or renders
investment advice for compensation, direct or indirect, with respect to any
moneys or other property of the Trust Fund or Plan or has authority or
responsibility to do so, or has any discretionary authority or discretionary
responsibility in the administration of the Plan, and any person designated by a
named fiduciary to carry out fiduciary responsibilities under the Plan, shall be
a fiduciary and, as such, shall be subject to provisions of the Plan, the Trust
Agreement, ERISA and other applicable laws governing fiduciaries. Any person may
act in more than one fiduciary capacity.
SECTION 17.2. - ALLOCATION OF FIDUCIARY RESPONSIBILITIES
(a) Fiduciary responsibilities under the Plan are allocated
as follows:
(i) The sole power and discretion to manage and
control the Plan's assets including, but not limited to, the power to
acquire and dispose of Plan assets, is allocated to the Trustee, except
to the extent that another fiduciary is appointed in accordance with
the Trust Agreement with the power to control or manage (including the
power to acquire and dispose of) assets of the Plan.
(ii) The sole duties, responsibilities and powers
allocated to the Board shall be those expressly retained under Sections
16.1, 16.2 and 16.4.
(iii) The sole duties, responsibilities and powers
allocated to the Company shall be those expressly retained under the
Plan or the Trust Agreement.
(iv) All fiduciary responsibilities not allocated to
the Trustee, the Board, the Company or any investment manager are
hereby allocated to the Administrator, subject to delegation in
accordance with Section 15.1(a)(viii).
(b) Fiduciary responsibilities under the Plan (other than the
power to manage or control the Plan's assets) may be reallocated among those
fiduciaries identified as named
56
<PAGE>
fiduciaries in Section 17.1 by amending the Plan in the manner prescribed in
Section 16.2, followed by such fiduciaries' acceptance of, or operation under,
such amended Plan.
SECTION 17.3. - LIMITATION ON RIGHTS OF EMPLOYEES
The Plan is strictly a voluntary undertaking on the part of
the Company and shall not constitute a contract between the Company and any
Employee, or consideration for, or an inducement or condition of, the employment
of an Employee. Except as otherwise required by law, nothing contained in the
Plan shall give any Employee the right to be retained in the service of the
Company or to interfere with or restrict the right of the Company, which is
hereby expressly reserved, to discharge or retire any Employee at any time,
without notice and with or without cause. Except as otherwise required by law,
inclusion under the Plan will not give any Employee any right or claim to any
benefit hereunder except to the extent such right has specifically become fixed
under the terms of the Plan and there are funds available therefor in the hands
of the Trustee. The doctrine of substantial performance shall have no
application to Employees or Participants. Each condition and provision,
including numerical items, has been carefully considered and constitutes the
minimum limit on performance which will give rise to the applicable right.
SECTION 17.4.- LIMITATION ON ANNUAL ADDITIONS; TREATMENT OF OTHERWISE EXCESSIVE
ALLOCATIONS
(a) In any Plan Year (which shall be the Plan's "limitation
year" within the meaning of Treas. Reg. Sections 1.415-2(b)), the Annual
Addition of a Participant shall not exceed the lesser of
(i) twenty-five percent of such Participant's
Statutory Compensation for such Plan Year, or
(ii) $30,000 (adjusted for increases in the cost of
living as described in Code Section 415(d)).
(b) If the Annual Addition of a Participant would exceed the
limits of subsection (a) as a result of an allocation of forfeitures, a
reasonable error in estimating a Participant's Statutory Compensation or under
other limited facts and circumstances found justifiable by the Commissioner of
Internal Revenue, it shall be reduced until it comes within such limits. Such
reduction shall be accomplished by debiting the necessary amount from
(i) his or her allocation of Company contributions
for such Plan Year to his or her Deferred Compensation Account,
(ii) his or her allocation of Company contributions
for such Plan Year to his or her Profit-Sharing Account and Matching
Account, and
(iii) his or her allocation of Company contributions
for such Plan Year to his or her Qualified Account,
57
<PAGE>
in such order. The portion of such amount attributable to his or her Deferred
Compensation first shall, to the extent allowed by law, be refunded to him, and
otherwise any necessary remainder to the extent allowed by Section 403 of ERISA,
shall be returned to the Company and recontributed for the applicable Account of
the Participant in the first Plan Year in which allowed under subsection (a), or
otherwise held in suspense hereunder and applied to the applicable Account of
the Participant in the first Plan Year in which allowed under subsection (a).
The balance, if any, of such reduction shall be allocated to the Profit-Sharing
Accounts and Matching Accounts of persons who are Active Participants at the end
of the Plan Year in proportion to their Compensation received while Active
Participants in such Plan Year. If any Participant's Annual Addition would, due
to such special allocation, exceed the limit of subsection (a), the excess shall
be reallocated by a second special allocation, and so on as necessary to
allocate such amounts within the limits of subsection (a). Any amounts which
cannot be so allocated because of the limitations of subsection (a), shall be
held in suspense and shall be allocated and reallocated in succeeding Plan
Years, in the order of time, prior to the allocation of any Company
contributions.
(c) In the event the Plan is terminated while excess amounts
are then held in suspense under subsection (b), such excess amounts shall be
allocated and reallocated as provided in subsection (b), as of the day before
the date of the termination as if such day were the last day of such Plan Year.
Any amounts which cannot then be so allocated because of the limits of
subsection (a) shall revert to the Company, as provided in the Trust Agreement.
SECTION 17.5. - VOTING RIGHTS
Except as otherwise required by ERISA, the Code and applicable
Treasury Regulations, all voting rights of shares of Company Stock held in the
Trust Fund shall be exercised by the Trustee only as directed by the
Administrator, the Participants or their Beneficiaries in accordance with the
following provisions of this Section 17.5:
(a) With respect to all corporate matters submitted
to the Company's shareholders, Company Stock held by the Trust in the
Company Stock Fund shall be voted in accordance with the directions of
the Participants (as communicated to the Trustee) in proportion to the
sum of the value of the investment of their Accounts in the Company
Stock Fund. If this Section 17.5(a) applies to shares of Company Stock
allocated to the account of a deceased Participant, such Participant's
Beneficiary shall be entitled to direct the voting with respect to such
shares as if such Beneficiary were the Participant.
(b) At least thirty days before each annual or
special shareholders' meeting of the Company (or, if such schedule
cannot be met, as early as practicable before such meeting), the
Trustee shall furnish to each Participant a copy of the proxy
solicitation material sent generally to shareholders, together with a
form requesting confidential instructions on how such Participant's
proportionate voting rights are to be exercised. Upon timely receipt of
such instructions, the Trustee (after combining votes of fractional
shares of Company stock to give effect to the greatest extent possible
to Participants' instructions) shall vote as instructed. The
instructions received by the Trustee from Participants shall be held by
the Trustee in strict confidence and shall not be divulged or
58
<PAGE>
released to any person including officers or Employees of the Company,
or of any other company. The Trustee and the Company shall not make
recommendations to Participants on whether to vote or how to vote,
other than recommendations contained in proxy and other materials that
are generally distributed to all shareholders of the Company with
respect to such vote. If voting instructions for shares of Company
Stock allocated to any Participant are not timely received for a
particular shareholders' meeting, such shares of Company Stock shall
voted in the same proportion as Company Stock with respect to which
voting instructions are received is voted.
SECTION 17.6. - GOVERNING LAW
The Plan and Trust shall be interpreted, administered and
enforced in accordance with the Code and ERISA, and the rights of Participants,
Beneficiaries and all other persons shall be determined in accordance therewith;
provided, however, that, to the extent that state law is applicable, the laws of
the state of residence of the Participant in question, or if none, the state in
which the principal office of the Administrator is located shall apply.
SECTION 17.7. - PLURALS
Where the context so indicates the singular shall include the
plural.
SECTION 17.8. - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan or Trust
Agreement.
SECTION 17.9. - REFERENCES
Unless the context clearly indicates to the contrary, a
reference to a statute, regulation or document shall be construed as referring
to any subsequently amended, enacted, adopted or executed statute, regulation or
document.
SECTION 17.10. - USE OF TRUST FUNDS
Under no circumstances shall any contributions to the Trust or
any part of the Trust Fund be recoverable by the Company from the Trustee or
from any Participant, his or her Beneficiaries or any other person, or be used
for or diverted to purposes other than for the exclusive purposes of providing
benefits to Participants and their Beneficiaries; provided, however, that
(a) the contributions of the Company to the Trust for
all Plan Years shall be returned by the Trustee to the Company within
one year in the event that the Commissioner of Internal Revenue
initially fails to rule that the Plan and Trust are qualified and
tax-exempt within the meaning of Code Sections 401 and 501, but only if
such application for the determination is made by the time prescribed
by law for filing the
59
<PAGE>
Company's return for the taxable year in which the Plan was adopted or
such later date as the Secretary of the Treasury may prescribe;
(b) the contribution of the Company for any Plan Year
is hereby conditioned upon its being deductible by the Company for its
fiscal year in which such contribution was made and, to the extent
disallowed as a deduction under Code Section 404, such contribution
shall be returned by the Trustee to the Company within one year after
the final disallowance of the deduction by the Internal Revenue Service
or the courts; and
(c) a contribution by the Company by a mistake of
fact shall be returned to the Participant in question within one year
after payment of the contribution was made.
Executed at Greenwich, Connecticut, this ___ day of
__________________, 1999.
WORLD COLOR PRESS, INC.
By
-----------------------------
Officer
60
<PAGE>
EXHIBIT 1
EFFECTIVE DATES
The provisions of the Plan are generally effective as of
January 1, 1997, unless otherwise provided in the Plan. However, the provisions
set forth below are effective as follows:
<TABLE>
<CAPTION>
Section Number Effective Date
-------------- --------------
<S> <C>
Section 1.12, 1.13 and 17.5 August 1, 1998.
Section 1.26(b)(iv) January 1, 1999
Section 1.31 January 1, 1997 except that in determining whether an
Employee is a Highly Compensated Employee in 1997, Section
1.31 shall be treated as having been in effect for the
Plan Year beginning in 1996.
Sections 1.35, 1.36, 1.37, 1.43, 1.46, 1.55, 1.57, 1.62, June 1, 1998.
2.1,1 4.1(b), 5.2(a), 5.2(b), 5.3(b), 5.3(c), 5.4, 5.5
Section 4.3(a)(i) February 3, 1997.
Section 5.6 and Section 9.5(b)(xii) October 13, 1996.
Articles VIII, IX, XI, XII and XIII (but only as Articles June 1, 1998.
XI-XIII relate to distribution options)
Sections 11.3(a) and (b), Sections 13.1(a) and (b) and the January 1, 1998, but only as such Sections relate to the
corresponding Sections in the Supplements change in the $3,500 cashout limit under Code Section
411(a)(11)(A) to $5,000.
</TABLE>
- --------------------------------------
1 Effective as of January 1, 1997 through May 31, 1998, Section 2.1 (b)
shall read as follows:
(b) Except as provided in subsections (b) and (c), any person who on
January 1, 1997 or the or the first day of any subsequent month,
(i) is an Eligible Employee, and
(ii) is not employed in a Bargaining Unit,
shall become a Participant on such day.
<PAGE>
<TABLE>
<S> <C>
Section 11.3(h) and 13.1(b) January 1, 1993.
Section 15.13(c) Applies to judgments, orders and decrees issued and
settlement agreements entered into on or after August 5,
1997.
Section 17.4(a)(ii) January 1, 1995
</TABLE>
<TABLE>
<CAPTION>
Supplement Number Effective Date
----------------- --------------
<S> <C>
Supplements D, E, F, G, H, J June 1, 1998
Supplements A, B, C, I August 1, 1998
Supplements K, L January 1, 1999
Supplement M April 1, 1999
Supplements N, O April 15, 1999
</TABLE>
2
<PAGE>
SCHEDULE I
COVERED LOCATION
(Section 1.16 of the Plan)
<TABLE>
<CAPTION>
Date Merged
Process Level Name to Putnam
- ------------- ---- ---------
<S> <C> <C>
0003 Effingham 06/01/1998
0005 Salem 06/01/1998
0007 Dyersburg 06/01/1998
0008 Johnson & Harding - Lebanon 08/01/1998
0009 Johnson & Harding - Red Bank 08/01/1998
0051 Mailing Center 06/01/1998
0101 WC - Corporate 06/01/1998
0109 Mail Prep 06/01/1998
0153 WC - Augusta 06/01/1998
0154 WC - Brookfield 06/01/1998
0155 WC - Corinth 06/01/1998
0156 WC - Dresden 06/01/1998
0157 WC - Jonesboro 06/01/1998
0160 Book Services - Taunton 06/01/1998
0161 Book Services - Versailles 06/01/1998
0162 Book Services - Logistics 06/01/1998
0163 Book Services - Corporate 06/01/1998
0202 George Rice 08/01/1998
0203 Acme Printing 01/01/1999
0204 Infiniti Graphics 07/01/1999
0211 Central Florida Press 08/01/1998
0212 Northeast Graphics 06/01/1998
0213 Northeast Bindery 06/01/1998
0300 Direct Response Corporate 06/01/1998
0301 Direct Response Corporate 06/01/1998
0302 Alden - Elkgrove 06/01/1998
0303 Alden - Oberlin 06/01/1998
0304 Covington 06/01/1998
0305 WC Direct - Gainsville 06/01/1998
0306 WC Direct - Wessel 08/01/1998
0307 Direct Mail Corporate 06/01/1998
0308 WC Direct - Imaging 06/01/1998
0309 WC Direct - Dittler Division 04/15/1999
0402 WCDS - St. Louis 06/01/1998
0403 WCDS - Chicago 06/01/1998
0404 WCDS - Detroit 06/01/1998
0405 WCDS - D.C. 08/01/1998
<PAGE>
0406 WCDS - Orlando 08/01/1998
0407 WCDS - NY 06/01/1998
0408 WCDS - LA 06/01/1998
0410 WCDS - Charlotte 06/01/1998
0411 WCDS - Lexington 01/01/1999
0602 Stillwater 06/01/1998
0603 Oklahoma Graphics 06/01/1998
0605 Century Graphics 04/01/1999
</TABLE>
ii
<PAGE>
SCHEDULE II
BARGAINING UNIT ELIGIBLE EMPLOYEES
(Section 1.24 of the Plan)
Local 527-M of Graphic Communications
International Union (Effective June 1, 1998)
Local 577-M of Graphic Communications
International Union (Effective June 1, 1998)
Atlanta Typographical Union Local 48 (Effective April 15, 1999)
Atlanta Graphic Communications Union Local 8-14 (Effective April 15, 1999)
iii
<PAGE>
SUPPLEMENT A
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the George Rice & Sons
401(k) Retirement Savings Plan and Trust (the "Rice Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement A shall
apply solely to Participants (as defined below).
ARTICLE AI
DEFINITIONS
SECTION A1.1 - ACCOUNTS
"Accounts" of a Rice Participant shall also include his or her
Rice Accounts.
SECTION A1.2 - COMPENSATION
For purposes of Articles III and AV, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i) including amounts not includable in gross income by reason of
Code Sections 125 (cafeteria plans), 402(e)(3)(401(k) plans), 402(h) or 403(b)
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION A1.3 - HOUR OF SERVICE
(d) Hours of Service of a Rice Participant shall include all
hours that such Participant had accrued under the Rice Plan prior to the Merger
Date.
SECTION A1.4 - MERGED PARTICIPANT
"Merged Participant" shall include a Rice Participant.
SECTION A1.5 - MERGER DATE
"Merger Date" shall mean August 1, 1998 which is the date
that the Rice Plan merged into the Plan.
<PAGE>
SECTION A1.6 - PARTICIPANT
"Participant" shall include
(a) each Rice Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Rice Plan but for the merger of the Rice Plan into
the Plan if the Eligible Employee satisfied the eligibility conditions
which applied under the Rice Plan.
SECTION A1.7 - RICE ACCOUNTS
"Rice Accounts" of a Merged Participant shall include his or
her Rice Pre-Tax Deferrals Account, his or her Rice Profit-Sharing Account, his
or her Rice Employer Matching Account, his or her Rice Employer Basic
Contributions Account and his or her Rice Rollover Account.
SECTION A1.8 - RICE EMPLOYER BASIC ACCOUNT
"Rice Employer Basic Account" shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions of the Company (and any predecessor company) to
the Merged Participant's Employer Basic Account established pursuant to the Rice
Plan in accordance with Section 5.2 thereof. Rice Employer Basic Accounts are
classified as Vested Merged Accounts.
SECTION A1.9 - RICE EMPLOYER MATCHING ACCOUNT
"Rice Employer Matching Account" shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions of the Company (and any predecessor company) to
the Merged Participant's Employer Matching Account established pursuant to the
Rice Plan in accordance with Section 5.1 thereof. Rice Employer Matching
Accounts are classified as Non-Vested Merged Accounts.
SECTION A1.10 - RICE EMPLOYER PROFIT-SHARING ACCOUNT
"Rice Employer Profit-Sharing Account" shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) to the Merged Participant's Employer Profit-Sharing Account established
pursuant to the Rice Plan in accordance with Section 1.1(d) thereof. Rice
Employer Profit-Sharing Accounts are classified as Vested Merged Accounts
SECTION A1.11 - RICE PARTICIPANT
"Rice Participant" shall include each participant in the Rice
Plan on the Merger Date for whom the Company maintains Rice Accounts under the
Plan.
A-2
<PAGE>
SECTION A1.12 - RICE PLAN
"Rice Plan" shall mean the George Rice & Sons 401(k)
Retirement Savings Plan which was merged into the Plan, effective as of the
Merger Date.
SECTION A1.13 - RICE PRE-TAX DEFERRALS ACCOUNT
"Rice Pre-Tax Deferrals Account" shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions of the Company (and any predecessor company) to
the Merged Participant's Pre-Tax Deferrals Account established pursuant to the
Rice Plan in accordance with Section 3.1 thereof. Rice Pre-Tax Deferrals
Accounts are classified as Vested Merged Accounts. A Merged Participant's Rice
Pre-Tax Deferrals Account is a sub-account of his or her Deferred Compensation
Account.
SECTION A1.14 - RICE ROLLOVER ACCOUNT
"Rice Rollover Account" shall mean the individual Account in
the Plan established for a Merged Participant as of the Merger Date which
consists of contributions transferred or rolled over to the Rice Plan by the
Merged Participant to such Participant's Rollover Account established pursuant
to the Rice Plan in accordance with Section 4 thereof. Rice Rollover Accounts
are classified as Vested Merged Accounts. A Merged Participant's Rice Rollover
Account is a sub-account of his or her Rollover Account.
SECTION A1.15 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Rice Participant shall include
all years of vesting service under the Rice Plan that such Rice Participant had
accrued prior to the Merger Date calculated in accordance with Section 1.62.
ARTICLE AV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION A5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) (i) Effective as of the Merger Date, except as provided in
Sections 17.4(a) and 5.5, each Participant who made contributions to
his or her Deferred Compensation Account for the Plan Year in question
and is not described in paragraph (ii) shall share in any Company
contribution made pursuant to Section 4.1(b) to his or her Matching
Account in an amount which is equal to the lesser of
a 100% of his or her Deferred Compensation
for the Plan Year under Section 3.1, or
b $750;
A-3
<PAGE>
provided, however, that the Administrator may, in its discretion,
change the rate of Company contributions to Matching Accounts
(including a determination not to make such contributions) upon
notification to eligible Participants prior to the beginning of the
period for which such changes apply.
(ii) Except as provided in Sections 17.4(a), 5.5 and
paragraph (i), effective as of January 1, 1999, each person who is a
salaried Highly Compensated Employee and a Participant who Deferred
Compensation for the Plan Year in question shall share in any Company
contribution made pursuant to Section 4.1(b) to his or her Matching
Account in an amount which is equal to the lesser of
a 25 % of his or her Deferred Compensation
for the Plan Year under Section 3.1 up to 3 % of his or her
Compensation, or
b $950;
provided, however, that the Administrator may, in its discretion,
change the rate of Company contributions to Matching Accounts
(including a determination not to make such contributions) upon
notification to eligible Participants prior to the beginning of the
period for which such changes apply.
(c) Except as provided in Section 17.4(a) and 5.5(b), each
Participant not described in paragraph (b)(ii) who is an Eligible Employee at
the end of the Plan Year in question and completed 365 days of Service during
such Plan Year shall share in any Company contributions made pursuant to Section
4.1(b) by the Company in an amount, if any, for his or her Profit-Sharing
Account to be allocated in the same dollar amount to all such eligible
Participants; provided, however, that the Administrator may, in its discretion,
change the dollar amount or allocation formula (including a determination not to
make such contributions).
ARTICLE AXI
BENEFITS UPON RETIREMENT
SECTION A11.3 - DISTRIBUTION OF ACCOUNTS
(b) If the entire amount credited to a Merged Participant's
Accounts exceeds $5,000, such Participant may elect to receive such amount in
cash under one of the following options:
(i) a single lump sum, or
(ii) a portion paid in a lump sum and the remainder
paid in a lump sum at a later date
in cash or, if the Participant so elects, in whole shares of Company Stock with
respect to the portion of the Merged Participant's Accounts invested in the
Company Stock Fund (and the equivalent of any fractional share distributed in
cash).
A-4
<PAGE>
ARTICLE AXII
BENEFITS UPON DEATH
SECTION A12.2 - DISTRIBUTION ON DEATH
(a) Upon the death of a Merged Participant, the Vested amount
credited to his or her Accounts (as determined under Article VIII) shall be paid
(as elected by the person entitled to the distribution), in a single lump sum or
a portion paid in a lump sum and the remainder paid in a lump sum at a later
date to his or her Beneficiary, in cash or, if the Beneficiary so elects, in
whole shares of Company Stock with respect to the portion of the Merged
Participant's Accounts invested in the Company Stock Fund (and the equivalent of
any fractional share distributed in cash).
ARTICLE AXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION A13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
A Merged Participant who has a Separation from the Service due
to resignation or discharge shall receive,
(a) if the Vested amount credited to his or her
Accounts does not exceed $5,000 (and did not exceed such amount at the
time of a prior distribution under Article IX), such amount in one cash
lump sum either in cash, not later than six months after the end of the
Plan Year in which such Separation from the Service occurs, or, if
earlier, within sixty days after the end of the Plan Year in which his
or her sixty-fifth birthday occurs, or
(b) if the Vested amount credited to his or her
Accounts exceeds $5,000 (or exceeded such amount at the time of a prior
distribution under Article IX), such amount in any one of the forms
described in Section A11.3(b) in cash or, with respect to the portion
of such Merged Participant's Accounts invested in the Company Stock
Fund, in whole shares of Company Stock (and the equivalent of any
fractional share distributed in cash), as elected by the Merged
Participant, payable on such date as he or she shall at any time elect
in writing in accordance with Code Section 411(a)(11) and the Rules of
the Plan, but not earlier than the earliest date described in
subsection (a) and not later than the April 1 following the calendar
year of his or her attainment of age seventy and one half.
A-5
<PAGE>
SUPPLEMENT B
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Johnson & Hardin
Co. 401(k) Retirement Savings Plan (the "J&H Plan") into the Plan, effective as
of the Merger Date (as defined below). This Supplement B shall apply solely to
Participants (as defined below).
ARTICLE BI
DEFINITIONS
SECTION B1.1 - ACCOUNTS
"Accounts" of a J&H Participant shall include his or her J&H
Accounts.
SECTION B1.2 - ANNUITY STARTING DATE
"Annuity Starting Date" shall mean
(a) the first day of the first period for which a
benefit is payable as an annuity to a Merged Participant, or
(b) in the case of a benefit not payable in the form
of an annuity, the first day which all events have occurred which
entitle a Merged Participant to such benefit.
SECTION B1.3 - COMPENSATION
For purposes of Articles III and BV, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i), including amounts not includable in gross income by reason of
Code Sections 125 (cafeteria plans), 402(e)(3)(401(k) plans), 402(h) or 403(b)
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION B1.4 - ELECTION PERIOD
"Election Period" means:
(a) In the case of an election under Section B11.3(d)
to waive the Joint and Survivor Annuity, the period beginning 90 days
before the Merged Participant's Annuity Starting Date and ending on the
latest of
<PAGE>
(i) the Merged Participant's Annuity
Starting Date,
(ii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section B11.3(b)(i), or
(iii) the sixtieth day after the mailing or
personal delivery to him or her of information he or she has
requested under Section B11.3(b)(ii).
(b) In the case of an election under Section B13.1(d)
to waive the Joint and Survivor Annuity, the period beginning on the
date of his Separation from the Service and ending on the latest of
(i) the date 90 days thereafter,
(ii) the date 90 days before his or her
Annuity Starting Date,
(iii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section B13.1(b)(i), or
(iv) the sixtieth day after the mailing or
personal delivery to him or her of information he has
requested under Section B13.1(b)(ii).
(c) In the case of an election under
Section B12.2(b)(ii) to waive the Survivor Annuity,
(i) by a Merged Participant who has had a
Separation from the Service, the period which begins on the
date of his Separation from the Service and ends on the date
of his death, or
(ii) otherwise, the period which begins on
the first day of the Plan Year in which the Merged Participant
attains age thirty-five and ends on the date of his or her
death.
SECTION B1.5 - HOUR OF SERVICE
(d) Hours of Service of a J&H Participant shall include all
hours that such Participant had accrued under the J&H Plan prior to the Merger
Date.
SECTION B1.6 - J&H ACCOUNTS
"J&H Accounts" of a Merged Participant shall include his or
her J&H Matching Account, his or her J&H Rollover Account and his or her J&H
Before Tax Contribution Account.
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SECTION B1.7 - J&H MATCHING ACCOUNT
"J&H Matching Account" shall mean the individual account in
the Plan established for a Merged Participant as of the Merger Date which
consists of contributions of the Company (and any predecessor company) to the
Merged Participant's Matching Account established pursuant to the J&H Plan in
accordance with Section 3.4(A) thereof. J&H Matching Accounts are classified as
Non-Vested Merged Accounts.
SECTION B1.8 - J&H PARTICIPANT
"J&H Participant" shall include any person who was a
participant in the J&H Plan on the Merger Date for whom the Company maintains
J&H Accounts under the Plan.
SECTION B1.9 - J&H PLAN
"J&H Plan" shall mean the Johnson & Hardin Co. 401(k)
Retirement Savings Plan which was merged into the Plan, effective as of the
Merger Date.
SECTION B1.10 - J&H ROLLOVER ACCOUNT
"J&H Rollover Account" shall mean the individual Account in
the Plan established for a Merged Participant as of the Merger Date which
consists of contributions transferred or rolled over to the J&H Plan by the
Merged Participant to such Participant's J&H Rollover Account established
pursuant to the J&H Plan in accordance with Section 4.5(A) thereof. J&H Rollover
Accounts are classified as Vested Merged Accounts. A Merged Participant's J&H
Rollover Account is a sub-account of his or her Rollover Account.
SECTION B1.11 - J&H BEFORE-TAX CONTRIBUTION ACCOUNT
"J&H Before-Tax Contributions Account" shall mean the
individual Account in the Plan established for a Merged Participant as of the
Merger Date which consists of the Participant's or Merged Participant's Deferred
Compensation under the J&H Plan to his Before-Tax Contributions Account
established pursuant to the J&H Plan in accordance with Section 3.2 thereof. J&H
Before-Tax Contributions Accounts are classified as Vested Merged Accounts. A
Merged Participant's J&H Before-Tax Contribution Account is a sub-account of his
or her Deferred Compensation Account.
SECTION B1.12 - JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall mean an annuity for the
life of the Merged Participant with a survivor annuity for the life of his or
her Surviving Spouse for fifty percent or 100 percent, as elected by such
Participant, of the amount of the annuity which is payable during the joint
lives of the Merged Participant and his or her Spouse, and which is the
actuarial equivalent of an annuity for the life of such Participant.
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SECTION B1.13 - MERGED PARTICIPANT
"Merged Participant" shall include a J&H Participant.
SECTION B1.14 - MERGER DATE
"Merger Date" shall mean August 1, 1998 which is the date
that the J&H Plan merged into the Plan.
SECTION B1.15 - PARTICIPANT
"Participant" shall include
(a) each J&H Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the J&H Plan but for the merger of the J&H Plan into the
Plan if the Eligible Employee satisfied the eligibility conditions
which applied under the J&H Plan.
SECTION B1.16 - YEARS OF VESTING SERVICE
Years of Vesting Service of a J&H Participant shall include
all years of vesting service under the J&H Plan that such J&H Participant had
accrued prior to the Merger Date calculated in accordance with Section 1.62.
ARTICLE BV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION B5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Section 17.4(a) and 5.5, each
Participant who Deferred Compensation for the Payday in question, shall share in
any Company contribution made pursuant to Section 4.1(b), if any, to his or her
Matching Account in an amount which is equal to the sum of
(i) 50 % of his or her Deferred Compensation for
such Payday up to 3 % of his or her Compensation, and
(ii) 25 % of his or her Deferred Compensation for
such Payday from 4 % to 6 % of his or her Compensation;
provided, however, that the Administrator may, in its discretion, change the
rate of Company contributions to Matching Accounts (including a determination
not to make such contributions), upon notification to Participants prior to the
beginning of the period for which such changes apply.
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ARTICLE BIX
WITHDRAWALS AND LOANS
SECTION B9.2 - HARDSHIP WITHDRAWAL FROM DEFERRED COMPENSATION ACCOUNT
(h) Spousal Consent shall be obtained prior to any withdrawal
under Section 9.2 from a Merged Participant's Deferred Compensation Account.
SECTION B9.3 - OPTION TO WITHDRAW
(d) Spousal Consent shall be obtained prior to any withdrawal
of a Merged Participant's Accounts under Section 9.3.
SECTION B9.5 - LOANS TO PARTICIPANTS
(b) (xvii) Spousal Consent shall be obtained for any
loan which is secured by a Merged Participant's Accounts during the
90-day period ending of the date such security is given.
ARTICLE BXI
BENEFITS UPON RETIREMENT
SECTION B11.3 - DISTRIBUTION OF ACCOUNTS
(a) Subject to subsections (d) and (e), on a Merged
Participant's Normal or Disability Retirement Date, the entire amount credited
to his or her Accounts shall be applied to purchase
(i) if he or she is married, a Joint and Survivor
Annuity, or
(ii) if he or she is not married, a life annuity for
his benefit.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Merged Participant who may be affected
by this Section shall be furnished, by mail or personal delivery (and consistent
with such regulations as the Secretary may prescribe), with
(i) a written explanation of the terms and conditions
of the Joint and Survivor Annuity, including
a the right of the Merged Participant to
make, and the effect of, an election under subsection (d) to
waive the Joint and Survivor Annuity,
b the relative financial effect on his
Accounts of an election under subsection (d),
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c the right of such Merged Participant's
Spouse under subsection (d),
d the right of the Merged Participant under
subsection (d) to revoke an election made under subsection (d)
and the effect thereof, and
(ii) a statement that the Administrator will furnish
the Merged Participant upon his first written request within sixty days
after the mailing or personal delivery to him or her of the notice
required under this subsection, a detailed statement as to the
financial effect upon his Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written
in non-technical language with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Merged Participant or mailed to him or her (first class mail,
postage prepaid) within thirty days after receipt by the Administrator of such
written request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Merged Participant described in subsection (a) elects during the
applicable Election Period with Spousal Consent to waive such annuity in
accordance with the Rules of the Plan, such Merged Participant may elect to
receive the entire amount credited to his or her Accounts under one of the
options described in subsection (f). Any such election may be revoked or made
again at any time during the applicable Election Period. Notwithstanding the
requirement under subsection (b) that the written explanation described in
(b)(i) be provided not less than 30 days before the Annuity Starting Date, a
Merged Participant, after having received the written explanation of the Joint
and Survivor Annuity described in paragraph (b)(i), may make an election under
this subsection, with Spousal Consent thereto, less than 30 days after the
written explanation was provided to the Merged Participant, provided that
(i) the Administrator shall provide information to
the Merged Participant clearly indicating that the Merged Participant
has the right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other than the
Joint and Survivor Annuity and that such period shall be at least 30
days in duration,
(ii) the Merged Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
the Merged Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Merged Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins
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<PAGE>
the day after the explanation of the Joint
and Survivor Annuity is provided to the Merged Participant.
(e) Notwithstanding subsections (a) and (d), if the entire
amount credited to a Merged Participant's Accounts does not exceed $5,000, such
Merged Participant shall receive such amount in one lump sum in cash.
(f) A Merged Participant to whom subsection (d) applies may
elect to receive the entire amount credited to his Accounts under one of the
options described in subsections 11.3(b) or such Merged Participant may elect
that an annuity be purchased or provided to him or her; provided, however, that
such annuity may not extend beyond either the life of the Merged Participant (or
lives of such Merged Participant and his designated Beneficiary) or the life
expectancy of such Merged Participant (or the life expectancy of the Merged
Participant and his designated Beneficiary).
(g) Distribution under subsection (a), (e) or (f) shall be
made or commence not later than the earliest of
(i) sixty days after the end of the Plan Year in
which such Normal Retirement or Disability Retirement occurs, or
(ii) if he or she is not a Five Percent Owner with
respect to a Plan Year ending in the calendar year in which he attains
age seventy and one half, the later of
A the April 1 following the calendar year in
which his or her Separation from the Service occurs, or
B the April 1 following the calendar year in
which he or she attains age seventy and one half,
(iii) if he or she is such a Five Percent Owner, the
April 1 following the calendar year in which he or she attains age
seventy and one half.
(h) At any time before a distribution under subsection (f) is
made or commences, the Merged Participant may elect in accordance with the Rules
of the Plan to defer such distribution until such later date as he or she shall
then or subsequently specify, provided, however,
(i) such date shall be no later than the date
referred to in subsection (g)(ii) or (g)(iii), and
(ii) if no such date is specified, such amount shall
be distributed in one lump sum on the date specified in subsection
(g)(ii) or (g)(iii).
(i) Notwithstanding subsection (h)(i) and (ii), for a Five
Percent Owner who has made an election permitted under Section 242(b) of the Tax
Equity and Fiscal Responsibility Act of 1982, the date referred to in subsection
(g)(iii) shall be the later of the April 1 following
B-7
<PAGE>
the calendar year in which his Separation from the Service occurs or the April 1
following the calendar year in which he attains age seventy and one half.
(j) Notwithstanding any election under subsection (h), the
entire amount credited to the Merged Participant's Accounts will be distributed
in a manner which satisfies the minimum distribution incidental death benefit
requirements of Proposed Treas. Reg. ss. 1.401(a)(9)-2 (or any successor
thereto).
ARTICLE BXII
BENEFITS UPON DEATH
SECTION B12.1. - DESIGNATION OF BENEFICIARY
(e) Each Merged Participant or, within the limits of Section
B12.4(b), a Surviving Spouse of any such Merged Participant, shall have the
right to designate, revoke and redesignate Beneficiaries hereunder.
SECTION B12.2 - DISTRIBUTION ON DEATH
(a) Subject to subsection (b), if a Merged Participant dies
before any distribution of his Accounts has been made or commenced under Article
BXI, BXIII or Section 16.1 and was married on the date of his or her death, the
Vested amount credited to his or her Accounts (as determined under Section 8.2)
shall be applied to purchase a qualified preretirement survivor annuity for the
life of his Surviving Spouse which shall commence on a date specified by the
Spouse which is not later than the later of
(i) the first anniversary of the Merged
Participant's death, or
(ii) the date on which the Merged Participant would
have attained age seventy and one half.
(b) Notwithstanding subsection (a),
(i) if the Vested amount credited to such Merged
Participant's Accounts does not equal more than $5,000,
(ii) if such Merged Participant elected to waive such
preretirement survivor annuity during the applicable Election Period in
accordance with the Rules of Plan and Spousal Consent was obtained
thereto, or
(iii) if such Spouse, after the Merged Participant's
death, elects in accordance with the Rules of the Plan to waive the
survivor annuity to which such Spouse is otherwise entitled,
the Vested amount shall be paid to the Surviving Spouse in one lump sum either
in cash or, with respect to the portion of such Merged Participant's Accounts
invested in the Company Stock
B-8
<PAGE>
Fund, in whole shares of Company Stock (and the equivalent of any fractional
share distributed in cash) not later than the first anniversary of the Merged
Participant's death, unless another manner of payment is elected under Section
B12.4. Any election under paragraph (ii) may be revoked or made again at any
time during the applicable Election Period.
(c) Upon the death of a Merged Participant
(i) who was not married on the date of his or her
death, or
(ii) who had not yet received the entirety of his or
her distribution from the Plan under Section B11.3(d),
the Vested amount credited to his or her Accounts or any remaining balance of
his or her distribution shall be paid, as described in Section B12.5, to the
Participant's Beneficiary.
SECTION B12.4 - SPOUSE'S ELECTION OF OTHER PAYMENT METHODS
(a) A Surviving Spouse who is entitled to a lump sum
distribution under Section B12.2(b)(ii) or (iii) may elect in accordance with
the Rules of the Plan and on a form provided by the Administrator that in lieu
of an immediate lump sum,
(i) payment may be deferred until the later of the
dates specified in subparagraphs (ii)A and B, or
(ii) payment shall be made under any installment
option then available under Section 11.3(b)(ii), provided, however,
such installments shall commence not later than the later of
A the first anniversary of the Merged
Participant's death, or
B the date on which the Merged Participant
would have attained age seventy and one half
and shall continue over a period not longer than the life expectancy of
such Surviving Spouse.
(b) If a Surviving Spouse dies before receiving the entire
distribution otherwise due under subsection (a), the balance of the distribution
shall be paid in one lump sum promptly to the Surviving Spouse's Beneficiary.
SECTION B12.5 - PAYMENTS TO BENEFICIARIES
(a) Amounts payable to any Beneficiary shall be paid
(i) in one lump sum either in cash or, with respect
to the portion of the Merged Participant's Accounts invested in the
Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash) as may be
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<PAGE>
elected by the Beneficiary not later than the first anniversary of the
Merged Participant's death, or
(ii) under any option available under Section
B11.3(f) as he shall elect. If a Beneficiary receiving installment
payments under this Section dies, the balance then due shall be paid in
cash in one lump sum to the then surviving person with highest priority
under Section 12.1(d).
(b) Any distribution under subsection (a)
(i) must be completed within five years of Merged
Participant's death, or
(ii) must be made over the life or life expectancy of
such Beneficiary (or person) with distributions commencing within one
year of the Merged Participant's death.
(c) If payment has commenced prior to the Merged Participant's
death, payment of the Merged Participant's Accounts shall be made in such a
manner that the remaining interest is distributed at least as rapidly as under
the method being used as of the date of the Participant's death.
SECTION B12.6 - EXPLANATION OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
The Administrator shall provide a written explanation of the
qualified preretirement survivor annuity (as defined in Code Section 417(c)):
(a) to a Merged Participant who is a Merged
Participant on his or her thirty-second birthday, within the three Plan
Year period commencing with the Plan Year in which his or her
thirty-second birthday occurs;
(b) to a Merged Participant who becomes a Merged
Participant after his thirty-second birthday, within the three Plan
Year period commencing with the Plan Year in which he or she becomes a
Merged Participant; and
(c) to a Merged Participant who has a Separation from
the Service prior to his or her thirty-second birthday, within one year
of his or her Separation from the Service,
or such longer period as is allowed under Code Section 417(a)(3).
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<PAGE>
ARTICLE BXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION B13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(a) Subject to subsections (d) and (e), if a Merged
Participant's Separation from the Service is due to resignation or discharge,
the Vested amount credited to his or her Accounts shall be applied to purchase
(i) if he or she is married, a Joint and Survivor
Annuity, or
(ii) if he or she is not married, a life annuity for
his benefit,
commencing, in either case, on a date not earlier than the Merged Participant's
fifty-fifth birthday, and not later than the April 1 following the calendar year
of his attainment of age seventy and one half, as the Merged Participant (and
his Spouse, if any,) shall specify in accordance with Rules of the Plan.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Merged Participant who may be affected
by this Section shall be furnished, by mail or personal delivery (and consistent
with such regulations as the actuary may prescribe), with
(i) a written explanation of the terms and conditions
of the Joint and Survivor Annuity, including
a the right of the Merged Participant to
make, and the effect of, an election under subsection (d) to
waive the Joint and Survivor Annuity,
b the relative financial effect on his or
her Accounts of an election under subsection (d),
c the right of the Merged Participant's
Spouse under subsection (d),
d the right of the Merged Participant under
subsection (d) to revoke an election made under subsection (d)
and the effect thereof, and
(ii) a statement that the Administrator will furnish
the Merged Participant upon his first written request within sixty days
after the mailing or personal delivery to him or her of the notice
required under this subsection, a detailed statement as to the
financial effect upon his or her Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written
in non-technical language, with the financial effects referred to being given in
terms of dollars per monthly
B-11
<PAGE>
payment. Such information shall be delivered personally to the Merged
Participant or mailed to him or her (first class mail, postage prepaid) within
thirty days after receipt by the Administrator of such written request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Merged Participant described in subsection (a) elects during the
applicable Election Period with Spousal Consent to waive such annuity in
accordance with the Rules of the Plan, such Merged Participant shall receive the
Vested amount credited to his or her Accounts in any option available under
Section B11.3(f) payable on a date which he shall elect in writing in accordance
with Code Section 411(a)(11) but not later than the April 1 following the
calendar year of his attainment of age seventy and one half. Any such election
may be revoked or made again at any time during the applicable Election Period.
Notwithstanding the requirement under subsection (b) that the written
explanation described in paragraph (b)(i) be provided not less than 30 days
before the Annuity Starting Date, a Merged Participant, after having received
the written explanation of the Joint and Survivor Annuity described in paragraph
(b)(i), may make an election under this subsection, with Spousal Consent
thereto, less than 30 days after the written explanation was provided to the
Merged Participant, provided that
(i) the Administrator shall provide information to
the Merged Participant clearly indicating that such Merged Participant
has the right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other than the
Joint and Survivor Annuity and that such period shall be at least 30
days in duration,
(ii) the Merged Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
such Merged Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Merged Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins the day after the explanation of the Joint
and Survivor Annuity is provided to the Merged Participant.
(e) Notwithstanding subsections (a) and (d), if the Vested
amount credited to a Merged Participant's Accounts does not exceed $5,000, such
Merged Participant shall receive such amount in one cash lump sum either in
cash, not later than the earlier of
(i) six months after the end of the Plan Year in
which such Separation from the Service occurs or
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(ii) sixty days after the end of the Plan Year in
which his or her Normal Retirement Date occurs.
B-13
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SUPPLEMENT C
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Lanman Companies,
Inc. Retirement Savings Plan (the "Lanman Plan") into the Plan, effective as of
the Merger Date (as defined below). This Supplement C shall apply solely to
Participants (as defined below).
ARTICLE CI
DEFINITIONS
SECTION C1.1 - ACCOUNTS
"Accounts" of a Lanman Participant shall also include his or her
Lanman Accounts.
SECTION C1.2 - ANNUITY STARTING DATE
"Annuity Starting Date" shall mean
(a) the first day of the first period for which a benefit
is payable as an annuity to a Merged Participant, or
(b) in the case of a benefit not payable in the form of an
annuity, the first day which all events have occurred which entitle a
Merged Participant to such benefit.
SECTION C1.3 - COMPENSATION
For purposes of Articles III and CV, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i), including amounts not includable in gross income by reason of
Code Sections 125 (cafeteria plans), 402(e)(3)(401(k) plans), 402(h) or 403(b)
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION C1.4 - ELECTION PERIOD
"Election Period" means in the case of an election under Section
C11.3(d) to waive the Joint and Survivor Annuity, the period beginning 90 days
before the Merged Participant's Annuity Starting Date and ending on the latest
of
(a) the Merged Participant's Annuity Starting Date,
<PAGE>
(b) the ninetieth day after the mailing or personal
delivery to him or her of the explanation described in Section
C11.3(b)(i), or
(c) the sixtieth day after the mailing or personal delivery
to him or her of information he or she has requested under Section
C11.3(b)(ii).
SECTION C1.5 - HOUR OF SERVICE
(d) Hours of Service of a Lanman Participant shall include all
hours that such Participant had accrued under the Lanman Plan prior to the
Merger Date.
SECTION C1.6 - JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall mean an annuity for the life
of the Merged Participant with a survivor annuity for the life of his or her
Surviving Spouse for fifty percent of the amount of the annuity which is payable
during the joint lives of the Merged Participant and his Spouse, and which is
the actuarial equivalent of an annuity for the life of such Merged Participant.
SECTION C1.7 - LANMAN ACCOUNTS
"Lanman Accounts" of a Merged Participant shall include his or
her Lanman Salary Deferral Account, his or her Lanman Matching Account and his
or her Lanman Rollover Contributions Account.
SECTION C1.8 - LANMAN PARTICIPANT
"Lanman Participant" shall include any person who was a
participant in the Lanman Plan on the Merger Date for whom the Company maintains
Lanman Accounts under the Plan.
SECTION C1.9 - LANMAN PLAN
"Lanman Plan" shall mean the Lanman Companies, Inc. Retirement
Savings Plan which was merged into the Plan, effective as of the Merger Date.
SECTION C1.10 - LANMAN MATCHING ACCOUNT
"Lanman Matching Account" shall mean the individual Account in
the Plan established for a Merged Participant as of the Merger Date which
consists of Employer Matching Contributions to the Merged Participant's Employer
Contributions Account established pursuant to the Lanman Plan in accordance with
Sections 3.02 and 4.02(b) thereof. Lanman Matching Accounts are classified as
Non-Vested Merged Accounts.
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SECTION C1.11 - LANMAN ROLLOVER CONTRIBUTIONS ACCOUNT
"Lanman Rollover Contributions Account" shall mean the individual
Account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions transferred or rolled over to the Lanman Plan by
the Merged Participant to such Participant's Rollover Contributions Account
established pursuant to the Lanman Plan in accordance with Sections 3.05 and
4.02(c) thereof. Lanman Rollover Accounts are classified as Vested Merged
Accounts. A Merged Participant's Lanman Rollover Account is a sub-account of his
or her Rollover Account.
SECTION C1.12 - LANMAN SALARY DEFERRAL ACCOUNT
"Lanman Salary Deferral Account" shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of Qualified Nonelective Contributions, Qualified Matching
Contributions and contributions of the Company (and any predecessor company) to
the Merged Participant's Salary Deferral Account established pursuant to the
Lanman Plan in accordance with Sections 3.01, 3.05 and 4.02(a) thereof. Lanman
Salary Deferral Accounts are classified as Vested Merged Accounts. A Merged
Participant's Lanman Salary Deferral Account is a sub-account of his or her
Deferred Compensation Account.
SECTION C1.13 - MERGED PARTICIPANT
"Merged Participant" shall include a Lanman Participant.
SECTION C1.14 - MERGER DATE
"Merger Date" shall mean August 1, 1998 which is the date that
the Lanman Plan merged into the Plan.
SECTION C1.15 - PARTICIPANT
"Participant" shall include
(a) each Lanman Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Lanman Plan but for the merger of the Lanman Plan
into the Plan if such Eligible Employee satisfied the eligibility
conditions which applied under the Lanman Plan.
SECTION C1.16 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Lanman Participant shall include
all years of vesting service under the Lanman Plan that such Lanman Participant
had accrued prior to the Merger Date calculated in accordance with Section 1.62.
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<PAGE>
ARTICLE CV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION C5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) (i) Except as provided in Sections 17.4(a), 5.5 and
paragraph (ii), each Participant who deferred Compensation for the
Payday in question shall share in any Company contribution made
pursuant to Section 4.1(b) to his or her Matching Account for such
Payday in an amount which is equal to 50 % of his or her Deferred
Compensation for such Payday up to 4 % of his or her Compensation;
provided, however, that the Administrator may, in its discretion,
change the rate of Company contributions to Matching Accounts
(including a determination not to make such contributions), upon
notification to Participants prior to the beginning of the period for
which the changes apply.
(ii) For the Plan Years ending December 31, 1998 and
December 31, 1999, each Participant who is not a Highly Compensated
Employee and who made contributions to his or her Deferred Compensation
Account during the Plan Year in question shall receive the greater of
a the matching formula described in paragraph
(i), or
b the lesser of:
1 100 % of his or her Deferred
Compensation for the Plan Year in question, or
2 $750.
Any such additional contribution shall be made to Participants who are
not Highly Compensated Employees as of the last day of the Plan Year in
question as soon as administratively feasible after the close of the
Plan Year.
SECTION C5.4 - ALLOCATION OF FORFEITURES
Except as provided in Section 17.4(a), each Participant who is an
Eligible Employee on July 31, 1998 and who is deferring Compensation under the
Plan shall also share in amounts forfeited from Matching Accounts from January
1, 1998 through July 31, 1998 in proportion to his or her Compensation received
during the period beginning January 1, 1998 through July 31, 1998. Such amounts
shall be allocated to each such Participant's Matching Account.
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<PAGE>
ARTICLE CVIII
VESTING OF INTERESTS
SECTION C8.1 - VESTING OF ACCOUNTS
(b) For a Participant who was hired by the Company on or before
August 1, 1998, the Vested portion of his or her Profit-Sharing Account,
Matching Account and Non-Vested Merged Accounts, if any, shall be the percentage
of such Accounts shown on the following table:
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
------------------------ -----------------
<S> <C>
less than 2 0%
2 50%
3 100%
</TABLE>
ARTICLE CIX
WITHDRAWALS AND LOANS
SECTION C9.2 - HARDSHIP WITHDRAWAL FROM DEFERRED COMPENSATION ACCOUNT
(h) Spousal Consent shall be obtained prior to any withdrawal
under this Section from a Merged Participant's Deferred Compensation Account.
SECTION C9.3 - OPTION TO WITHDRAW
(d) Spousal Consent shall be obtained prior to any withdrawal by
a Merged Participant under Section 9.3.
SECTION C9.5 - LOANS TO PARTICIPANTS
(b) (xviii) Spousal Consent shall be obtained for any loan
which is secured by a Merged Participant's Accounts during the 90-day
period ending of the date such security is given.
C-5
<PAGE>
ARTICLE CXI
BENEFITS UPON RETIREMENT
SECTION C11.3 - DISTRIBUTION OF ACCOUNTS
(a) Subject to subsections (d) and (e), on a married Merged
Participant's Normal or Disability Retirement Date, the entire amount credited
to his or her Accounts shall be applied to purchase a Joint and Survivor
Annuity.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each married Merged Participant who may be
affected by this Section shall be furnished, by mail or personal delivery (and
consistent with such regulations as the Secretary may prescribe), with
(i) a written explanation of the terms and conditions of the
Joint and Survivor Annuity, including
a the right of such Merged Participant to make, and the
effect of, an election under subsection (d) to waive the Joint
and Survivor Annuity,
b the relative financial effect on his or her Accounts
of an election under subsection (d),
c the right of such Merged Participant's Spouse under
subsection (d),
d the right of such Merged Participant under subsection
(d) to revoke an election made under subsection (d) and the
effect thereof, and
(ii) a statement that the Administrator will furnish such
Merged Participant upon his or her first written request within
sixty days after the mailing or personal delivery to him or her of the
notice required under this subsection, a detailed statement as to the
financial effect upon his or her Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written in
non-technical language with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the married Merged Participant or mailed to him or her (first
class mail, postage prepaid) within thirty days after receipt by the
Administrator of such written request.
(d) (i) Notwithstanding subsection (a) and subject to
subsection (e), if a married Merged Participant described in subsection
(a) elects during the applicable Election Period with Spousal Consent
to waive such annuity in accordance with the Rules of the Plan, such
Merged Participant may elect to receive the entire amount credited to
his Accounts under one of the options available under subsection (f).
Any such election may
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<PAGE>
be revoked or made again at any time during the applicable Election
Period. Notwithstanding the requirement under subsection (b) that the
written explanation described in (b)(i) be provided not less than 30
days before the Annuity Starting Date, a Merged Participant, after
having received the written explanation of the Joint and Survivor
Annuity described in paragraph (b)(i), may make an election under this
subsection, with Spousal Consent thereto, less than 30 days after the
written explanation was provided to such Merged Participant, provided
that
a the Administrator shall provide information to such
Merged Participant clearly indicating that he or she has the
right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other
than the Joint and Survivor Annuity and that such period shall
be at least 30 days in duration,
b such Merged Participant shall be permitted to revoke
the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to
the expiration of the seven-day period that begins on the day
after the written explanation of the Joint and Survivor
Annuity is provided to such Merged Participant,
c the Annuity Starting Date is after the date that the
written explanation of the Joint and Survivor Annuity is
provided to such Merged Participant, and
d the distribution in accordance with the election
under this subsection does not commence before the expiration
of the seven-day period that begins the day after the
explanation of the Joint and Survivor Annuity is provided to
such Merged Participant.
(ii) A Merged Participant who is not married may elect to
receive the entire amount credited to his or her Accounts under any one
of the options available under subsection (f).
(e) Notwithstanding subsections (a) and (d), if the entire amount
credited to a Merged Participant's Accounts does not exceed $5,000, such Merged
Participant shall receive such amount in one lump sum in cash.
(f) A married Merged Participant to whom subsections (d) applies
or a Merged Participant who is not married may elect to receive the entire
amount credited to his or her Accounts under one of the following options:
(i) Payment of such amount in one lump sum in cash or, with
respect to the portion of such Merged Participant's Accounts invested
in the Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash);
C-7
<PAGE>
(ii) Payment of such amount in an annuity for the life of the
Merged Participant;
(iii) Payment of such amount in an annuity for the life of
the Merged Participant with periods of five, ten or fifteen years, as
such Merged Participant shall elect, additional payments shall be made
to his or her Beneficiary if such Merged Participant dies before the
end of the five, ten or fifteen year period;
(iv) Payment of such amount in an annuity for the life of the
Merged Participant and, if his properly designated Beneficiary survives
him, such Beneficiary shall receive an annuity for his or her life in
the same amount or one-half of that amount, as such Merged Participant
may elect;
(v) Payment of such amount in an annuity for any period of
whole months which is not less than 60;
provided, however, if the Merged Participant fails to make an election within 60
days after his or her Normal Retirement Date, such Merged Participant's Accounts
shall be distributed as described in paragraph (i).
(g) Distribution under subsection (a), (e) or (f) shall be made
or commence not later than the earliest of
(i) sixty days after the end of the Plan Year in which such
Normal Retirement or Disability Retirement occurs, or
(ii) if he or she is not a Five Percent Owner with respect to
a Plan Year ending in the calendar year in which he or she attains age
seventy and one half, the later of
a the April 1 following the calendar year in which his
or her Separation from the Service occurs, or
b the April 1 following the calendar year in which he
or she attains age seventy and one half,
(iii) if he or she is a Five Percent Owner, the April 1
following the calendar year in which he or she attains age seventy and
one half.
(h) At any time before a distribution under subsection (f) is
made or commences, the Merged Participant may elect in accordance with the Rules
of the Plan to defer such distribution until such later date as he shall then or
subsequently specify, provided, however,
(i) such date shall be no later than the date referred to in
subsection (g)(ii) or (g)(iii), and
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<PAGE>
(ii) if no such date is specified, such amount shall
be distributed in one lump sum on the date specified in subsection
(g)(ii) or (g)(iii).
(i) In any election under subsection (h), the entire amount
credited to the Merged Participant's Accounts will be distributed in a manner
which satisfies the minimum distribution incidental death benefit requirements
of Proposed Treas. Reg. Section 1.401(a)(9)-2 (or any successor thereto).
C-9
<PAGE>
SUPPLEMENT D
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Northeast Graphics,
Inc. Savings and Security Plan (Printing) (the "Northeast Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement D shall
apply solely to Participants (as defined below).
ARTICLE DI
DEFINITIONS
SECTION D1.1 - ACCOUNTS
"Accounts" of a Northeast Participant shall also include his or
her Northeast Accounts.
SECTION D1.2 - ANNUITY STARTING DATE
"Annuity Starting Date" shall mean
(a) the first day of the first period for which a
benefit is payable as an annuity to a Merged Participant, or
(b) in the case of a benefit not payable in the form
of an annuity, the first day which all events have occurred which
entitle a Participant to such benefit.
SECTION D1.3 - COMPENSATION
(a) For purposes of Articles III and DV (except as provided in
subsection (b)), "Compensation" of a Participant for any Plan Year shall mean
his wages and all other payments of compensation for that Plan Year as reported
on Form W-2 (currently entitled "wages, tips, other compensation") and as
described in Treas. Reg. Section 1.415-2(d)(11)(i),
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(ii) excluding bonuses, overtime and commissions in
excess of draw;
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17).
(b) For purposes of the contribution described in subsection
D5.3(d), Compensation shall be limited to $100,000 in any Plan Year.
<PAGE>
SECTION D1.4 - ELECTION PERIOD
"Election Period" means:
(a) In the case of an election under Section D11.3(d)
to waive the Joint and Survivor Annuity, the period beginning 90 days
before the Merged Participant's Annuity Starting Date and ending on the
latest of
(i) the Merged Participant's Annuity
Starting Date,
(ii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section D11.3(b)(i), or
(iii) the sixtieth day after the mailing or
personal delivery to him or her of information he or she has
requested under Section D11.3(b)(ii).
(b) In the case of an election under Section D13.1(d)
to waive the Joint and Survivor Annuity, the period beginning on the
date of his Separation from the Service and ending on the latest of
(i) the date 90 days thereafter,
(ii) the date 90 days before his or her
Annuity Starting Date,
(iii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section D13.1(b)(i), or
(iv) the sixtieth day after the mailing or
personal delivery to him or her of information he has
requested under Section D13.1(b)(ii).
(c) In the case of an election under Section D12.2(b)
(ii) to waive the Survivor Annuity,
(i) by a Merged Participant who has had a
Separation from the Service, the period which begins on the
date of his Separation from the Service and ends on the date
of his death, or
(ii) otherwise, the period which begins on
the first day of the Plan Year in which the Merged Participant
attains age thirty-five and ends on the date of his or her
death.
SECTION D1.5 - HOUR OF SERVICE
(d) Hours of Service of a Northeast Participant shall include
all hours that such Participant had accrued under the Northeast Plan prior to
the Merger Date.
D-2
<PAGE>
SECTION D1.6 - JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall mean an annuity for the life
of the Merged Participant with a survivor annuity for the life of his or her
Surviving Spouse for fifty percent of the amount of the annuity which is payable
during the joint lives of such Merged Participant and his or her Spouse, and
which is the actuarial equivalent of an annuity for the life of such Merged
Participant.
SECTION D1.7 - MERGED PARTICIPANT
"Merged Participant" shall include a Northeast Participant.
SECTION D1.8 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Northeast Plan merged into the Plan.
SECTION D1.9 - NORTHEAST ACCOUNT
(a) "Northeast Accounts" of a Merged Participant shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) and the Merged Participant to his or her Individual Account established
pursuant to the Northeast Plan in accordance with Section 4.01A thereof.
(b) A Merged Participant's Northeast Account consists of the
following sub-accounts:
(i) Northeast Elective Deferral Sub-Account,
(ii) Northeast Qualified Nonelective Contribution
Sub-Account,
(iii) Northeast Profit-Sharing Contribution Sub-Account,
(iv) Northeast Matching Contribution Sub-Account, and
(v) Northeast Rollover Contribution Sub-Account.
SECTION D1.10 - NORTHEAST ELECTIVE DEFERRAL SUB-ACCOUNT
"Northeast Elective Deferral Sub-Account" shall mean the
sub-account in his or her Northeast Account established for a Merged Participant
as of the Merger Date which consists of contributions of the Company (and any
predecessor company) to the Merged Participant's Individual Account established
pursuant to the Northeast Plan in accordance with Section 4.01 thereof and
Section 4 of the adoption agreement pursuant to the Northeast Plan. Northeast
Elective Deferral Sub-Accounts are classified as Vested Merged Accounts. A
Merged
D-3
<PAGE>
Participant's Northeast Elective Deferral Sub-Account is a sub-account of his or
her Deferred Compensation Account.
SECTION D1.11 - NORTHEAST MATCHING CONTRIBUTION SUB-ACCOUNT
"Northeast Matching Contribution Sub-Account" shall mean the
sub-account in his or her Northeast Account established for a Merged Participant
as of the Merger Date which consists of contributions of the Company to the
Merged Participant's Matching Contributions Sub-Account established pursuant to
the Northeast Plan in accordance with Section 4.01 thereof and Section 5 of the
adoption agreement pursuant to the Northeast Plan. Northeast Matching
Contribution Accounts are classified as Non-Vested Merged Accounts.
SECTION D1.12 - NORTHEAST PROFIT-SHARING CONTRIBUTION SUB-ACCOUNT
"Northeast Profit-Sharing Contribution Sub-Account" shall mean
the sub-account in his or her Northeast Account established for a Merged
Participant as of the Merger Date which consists of contributions of the Company
to the Merged Participant's Profit-Sharing Contribution Sub-Account established
pursuant to the Northeast Plan in accordance with Section 4.01 thereof and
Section 8 of the adoption agreement pursuant to the Northeast Plan. Northeast
Profit-Sharing Contribution Sub-Accounts are classified as Non-Vested Merged
Accounts.
SECTION D1.13 - NORTHEAST QUALIFIED NONELECTIVE CONTRIBUTION SUB-ACCOUNT
"Northeast Qualified Nonelective Contribution Sub-Account" shall
mean the sub-account in his or her Northeast Account established for a Merged
Participant as of the Merger Date which consists of contributions of the Company
to the Merged Participant's Qualified Nonelective Contribution Sub-Account
established pursuant to the Northeast Plan in accordance with Section 4.01
thereof and Section 6 of the adoption agreement pursuant to the Northeast Plan.
Northeast Qualified Nonelective Contribution Accounts are classified as Vested
Merged Accounts.
SECTION D1.14 - NORTHEAST ROLLOVER SUB-ACCOUNT
"Northeast Rollover Sub-Account" shall mean the sub-account in
his or her Northeast Account established for a Merged Participant as of the
Merger Date which consists of contributions of the Participant to his or her
Rollover Sub-Account established pursuant to the Northeast Plan in accordance
with Section 4.01 thereof. Northeast Rollover Sub-Accounts are classified as
Vested Merged Accounts. A Merged Participant's Northeast Rollover Sub-Account is
a sub-account of his or her Rollover Account.
D-4
<PAGE>
SECTION D1.15 - NORTHEAST PARTICIPANT
"Northeast Participant" shall include each participant in the
Northeast Plan on the Merger Date for whom the Company maintains Northeast
Accounts under the Plan.
SECTION D1.16 - NORTHEAST PLAN
"Northeast Plan" shall mean the Northeast Graphics, Inc. Savings
and Security Plan (Printing) which was merged into the Plan, effective as of the
Merger Date.
SECTION D1.17 - PARTICIPANT
"Participant" shall include
(a) each Northeast Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Northeast Plan but for the merger of the Northeast
Plan into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Northeast Plan.
SECTION D1.18 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Northeast Participant shall include
all years of vesting service under the Northeast Plan that such Northeast
Participant had accrued prior to the Merger Date calculated in accordance with
Section 1.62.
ARTICLE DV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION D5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Sections 17.4(a) and 5.5, each
Participant who deferred Compensation for the Payday in question shall share in
any Company contribution made pursuant to Section 4.1(b) to his or her Matching
Account in an amount which is equal to 50 % of his or her Deferred Compensation
for such Payday up to 4 % of his or her Compensation; provided, however, that
the Administrator may, in its discretion, change the rate of Company
contributions to Matching Accounts (including a determination not to make such
contributions), upon notification to Participants prior to the beginning of the
period for which such changes apply.
(d) (i) Except as provided in Section 17.4(a) and 5.5, for
each Payday, each Eligible Employee who is a Participant described in
paragraph (ii) shall share in any Company contribution made pursuant to
Section 5.5(b)(v) by the Company in an amount, if any, for his or her
Qualified Account to be allocated in proportion to 1% of his or her
Compensation for the Payday in question, as defined in Section D1.3(b);
provided,
D-5
<PAGE>
however, that the Administrator may, in its discretion, change the rate
of Company contributions to Qualified Accounts (including a
determination not to make such contributions).
(ii) An Eligible Employee referenced in paragraph (i)
a was hired before the Merger Date and
completed six months of Service,
b was hired after the Merger Date and
completed at least 12 months of Service.
ARTICLE DIX
WITHDRAWALS AND LOANS
SECTION D9.2 - HARDSHIP WITHDRAWAL FROM DEFERRED COMPENSATION ACCOUNT
(h) Spousal Consent shall be obtained prior to any withdrawal
under this Section from any portion of a Merged Participant's Deferred
Compensation Account.
SECTION D9.3 - OPTION TO WITHDRAW
(d) Spousal Consent shall be obtained prior to any withdrawal by
a Merged Participant under Section 9.3.
SECTION D9.5 - LOANS TO PARTICIPANTS
(b) (xviii) Spousal Consent shall be obtained for any loan
which is secured by a Merged Participant's Accounts during the 90-day
period ending of the date such security is given.
ARTICLE DXI
BENEFITS UPON RETIREMENT
SECTION D11.3 - DISTRIBUTION OF ACCOUNTS
(a) Subject to subsections (d) and (e), on a Merged Participant's
Normal or Disability Retirement Date, the entire amount credited to his or her
Accounts shall be applied to purchase
(i) if he or she is married, a Joint and Survivor Annuity,
or
(ii) if he or she is not married, a life annuity for his
benefit.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Merged Participant who may be affected
by this Section shall be
D-6
<PAGE>
furnished, by mail or personal delivery (and consistent with such regulations as
the Secretary may prescribe), with
(i) a written explanation of the terms and
conditions of the Joint and Survivor Annuity, including
a the right of such Merged Participant to
make, and the effect of, an election under subsection (d) to
waive the Joint and Survivor Annuity,
b the relative financial effect on his
Accounts of an election under subsection (d),
c the right of such Merged Participant's
Spouse under subsection (d),
d the right of such Merged Participant
under subsection (d) to revoke an election made under
subsection (d) and the effect thereof, and
(ii) a statement that the Administrator will furnish
such Merged Participant upon his first written request within sixty
days after the mailing or personal delivery to him or her of the notice
required under this subsection, a detailed statement as to the
financial effect upon his Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written in
non-technical language with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Merged Participant or mailed to him or her (first class mail,
postage prepaid) within thirty days after receipt by the Administrator of such
written request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Merged Participant described in subsection (a) elects during the
applicable Election Period with Spousal Consent to waive such annuity in
accordance with the Rules of the Plan, such Merged Participant may elect to
receive the entire amount credited to his Accounts under one of the options
described in subsection (f). Any such election may be revoked or made again at
any time during the applicable Election Period. Notwithstanding the requirement
under subsection (b) that the written explanation described in (b)(i) be
provided not less than 30 days before the Annuity Starting Date, such Merged
Participant, after having received the written explanation of the Joint and
Survivor Annuity described in paragraph (b)(i), may make an election under this
subsection, with Spousal Consent thereto, less than 30 days after the written
explanation was provided to the Merged Participant provided that
(i) the Administrator shall provide information to
such Merged Participant clearly indicating that the Participant has the
right to an Election Period to consider whether to waive the Joint and
Survivor Annuity and consent to a distribution other than the Joint and
Survivor Annuity and that such period shall be at least 30 days in
duration,
D-7
<PAGE>
(ii) such Merged Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
the Merged Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Merged Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins the day after the explanation of the Joint
and Survivor Annuity is provided to the Merged Participant.
(e) Notwithstanding subsections (a) and (d), if the entire
amount credited to a Merged Participant's Accounts does not exceed $5,000, such
Merged Participant shall receive such amount in one lump sum either in cash.
(f) A Merged Participant to whom subsection (d) applies may
elect to receive the entire amount credited to his Accounts under one of the
following options:
(i) Payment of such amount in one lump sum in cash,
or with respect to the portion of such Merged Participant's Accounts
invested in the Company Stock Fund, in whole shares of Company Stock
(and the equivalent of any fractional share distributed in cash);
provided however, that only with respect to his or her Northeast
Account, a Merged Participant may also elect an in-kind distribution or
any combination of a cash and in-kind distribution, as the Merged
Participant shall elect;
(ii) Payment of such amount directly from the Trust
Fund (as adjusted for gains and losses), in uniform annual or more
frequent installments of at least $100 in cash, as to which the Merged
Participant (or his or her Spouse, if applicable) may elect whether the
recalculation rule of Code Section 401(a)(9)(D) shall apply and
provided, however, that the first installment may be larger than the
remaining installments) to such Merged Participant over a period not
longer than the joint and last survivor expectancy of him or her and
his or her Spouse, if any, reasonably determined from the expected
return multiples prescribed in Treas. Reg. Section 1.72-9, or, if he or
she is not married, over a period not longer than the lesser of
a the joint and last survivor expectancy of
him or her and his or her Beneficiary, reasonably determined
from the expected return multiples prescribed in Treas. Reg.
Section. 1.72-9, or
b the period determined under Proposed
Treas. Reg. Section 1.401(a)(9)-2 A-4 which satisfies the
minimum distribution incidental benefit requirement of Code
Section 401(a)(9)(G);
D-8
<PAGE>
provided, further, that only with respect to his or her Northeast
Account, a Merged Participant may also elect an in-kind distribution or
any combination of a cash and in-kind distribution; or
(iii) Payment of such amount in the form of an
annuity contract;
provided, however, if such Merged Participant fails to make such an election,
his or her Accounts shall be distributed in a lump sum cash payment.
(g) Distribution under subsection (a), (e) or (f) shall be
made or commence not later than the earliest of
(i) sixty days after the end of the Plan Year in
which such Normal Retirement or Disability Retirement occurs, or
(ii) if he or she is not a Five Percent Owner with
respect to a Plan Year ending in the calendar year in which he attains
age seventy and one half, the later of
a the April 1 following the calendar year
in which his or her Separation from the Service occurs, or
b the April 1 following the calendar year
in which he or she attains age seventy and one half,
(iii) if he or she is such an owner, the April 1
following the calendar year in which he or she attains age seventy and
one half.
(h) At any time before a distribution under subsection (f) is
made or commences, the Merged Participant may elect in accordance with the Rules
of the Plan to defer such distribution until such later date as he or she shall
then or subsequently specify, provided, however,
(i) such date shall be no later than the date
referred to in subsection (g)(ii) or (g)(iii), and
(ii) if no such date is specified, such amount shall
be distributed in one lump sum on the date specified in subsection
(g)(ii) or (g)(iii).
(i) Notwithstanding subsection (h)(i) and (ii), for a Merged
Participant who is a Five Percent Owner and has made an election permitted under
Section 242(b) of the Tax Equity and Fiscal Responsibility Act of 1982, the date
referred to in subsection (g)(iii) shall be the later of the April 1 following
the calendar year in which his or her Separation from the Service occurs or the
April 1 following the calendar year in which he or she attains age seventy and
one half.
(j) In any election under subsection (h), the entire amount
credited to the Merged Participant's Accounts will be distributed in a manner
which satisfies the minimum
D-9
<PAGE>
distribution incidental death benefit requirements of Proposed Treas. Reg.
Section 1.401(a)(9)-2 (or any successor thereto).
ARTICLE DXII
BENEFITS UPON DEATH
SECTION D12.1. - DESIGNATION OF BENEFICIARY
Each Merged Participant or, within the limits of Section
D12.4(b), a Surviving Spouse of any such Participant, shall have the right to
designate, revoke and redesignate Beneficiaries hereunder. Subject to Section
D12.2, each Merged Participant may direct payment of the Vested amount credited
to his or her Accounts to such Beneficiaries. Designation, revocation and
redesignation of Beneficiaries must be made in writing in accordance with the
Rules of the Plan on a form provided by the Administrator and shall be effective
upon delivery to the Administrator.
SECTION D12.2 - DISTRIBUTION ON DEATH
(a) Subject to subsection (b), if a Merged Participant dies
before any distribution of his or her Accounts has been made or commenced under
Articles DXI, DXIII or Section 16.1 and was married on the date of his or her
death, the entire Vested amount credited to his or her Accounts (as determined
under Section 8.2) shall be applied to purchase a qualified preretirement
survivor annuity for the life of his Surviving Spouse which shall commence on a
date specified by the Spouse which is not later than the later of
(i) the first anniversary of the Merged Participant's
death, or
(ii) the date on which the Merged Participant would
have attained age seventy and one half.
(b) Notwithstanding subsection (a),
(i) if the Vested amount credited to such Merged
Participant's Accounts does not equal more than $5,000,
(ii) if such Merged Participant when more than
thirty-five years of age, or such Merged Participant, elected to waive
such preretirement survivor annuity during the applicable Election
Period in accordance with the Rules of Plan and Spousal Consent was
obtained thereto, or
(iii) if such Spouse, after the Merged Participant's
death, elects in accordance with the Rules of the Plan to waive the
survivor annuity to which such Spouse is otherwise entitled,
the entire Vested amount shall be paid to the Surviving Spouse in one lump sum
in cash or, if the Surviving Spouse so elects with respect to the portion of
such Merged Participant's Accounts
D-10
<PAGE>
invested in the Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash) not later than the first
anniversary of the Merged Participant's death, unless another manner of payment
is elected under Section D12.4. Any election under paragraph (ii) may be revoked
or made again at any time during the applicable Election Period.
(c) Upon the death of a Merged Participant
(i) who was not married on the date of his or her
death, or
(ii) who had not yet received the entirety of his or
her distribution from the Plan under Section D11.3(d),
the entire Vested amount credited to his or her Accounts or any remaining
balance of his or her distribution shall be paid, as described in Section D12.5,
to the Merged Participant's Beneficiary.
SECTION D12.3 - SPOUSE'S ELECTION OF OTHER PAYMENT METHODS
(a) A Surviving Spouse who is entitled to a lump sum distribution
under Section D12.2(b)(ii) or (iii) may elect in accordance with the Rules of
the Plan and on a form provided by the Administrator that in lieu of an
immediate lump sum,
(i) payment may be deferred until the later of the
dates specified in subparagraphs (ii)A and B, or
(ii) payment shall be made under any installment
option then available under Section 11.3(b)(ii) in cash; provided,
however, such installment shall commence not later than the later of
a the first anniversary of the Merged
Participant's death, or
b the date on which the Merged Participant
would have attained age seventy and one half
and shall continue over a period not longer than the life expectancy of
such Surviving Spouse; provided, further, that with respect to the
deceased Merged Participant's Northeast Account, the Surviving Spouse
may elect to receive an in kind distribution or any combination of a
cash and in-kind distribution, as the Surviving Spouse shall elect.
(b) If a Surviving Spouse dies before receiving the entire
distribution otherwise due under subsection (a), the balance of the distribution
shall be paid in one lump sum promptly to the Beneficiary designated by the
Surviving Spouse or, if none, to the then surviving person with the highest
priority under Section D12.2(d).
D-11
<PAGE>
SECTION D12.4 - PAYMENTS TO BENEFICIARIES
(a) Amounts payable to any Beneficiary (or any other person
entitled thereto under Section D12.2(c) or (d)) shall be paid
(i) in one lump sum in cash or, if the Beneficiary so
elects with respect to any portion of the Merged Participant's Accounts
invested in the Company Stock Fund, in whole shares of Company Stock
(and the equivalent of any fractional share distributed in cash) not
later than the first anniversary of the Merged Participant's death, or
(ii) under the installment option described in
Section 11.3(b)(ii).
If a Beneficiary receiving installment payments under this Section dies, the
balance then due shall be paid in cash in one lump sum to the then surviving
person with highest priority under Section D12.2(d).
(b) Any distribution under subsection (a)
(i) must be completed within five years of the
Merged Participant's death, or
(ii) must be made over the life or life expectancy of
such Beneficiary (or person) with distributions commencing within one
year of the Participant's death.
(c) If payment has commenced prior to the Merged Participant's
death, payment of such Merged Participant's Accounts shall be made in such a
manner that the remaining interest is distributed at least as rapidly as under
the method being used as of the date of the Merged Participant's death.
SECTION D12.5 - EXPLANATION OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
The Administrator shall provide a written explanation of the
qualified preretirement survivor annuity (as defined in Code Section 417(c)):
(a) to a Merged Participant who is a Merged
Participant on his or her thirty-second birthday, within the three Plan
Year period commencing with the Plan Year in which his or her
thirty-second birthday occurs;
(b) to a Merged Participant who becomes a Merged
Participant after his thirty-second birthday, within the three Plan
Year period commencing with the Plan Year in which he or she becomes a
Merged Participant; and
(c) to a Merged Participant who has a Separation from
the Service prior to his or her thirty-second birthday, within one year
of his or her Separation from the Service,
D-12
<PAGE>
or such longer period as is allowed under Code Section 417(a)(3).
ARTICLE DXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION D13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(a) Subject to subsections (d) and (e), if a Merged
Participant's Separation from the Service is due to resignation or discharge,
the Vested amount credited to his or her Accounts shall be applied to purchase
(i) if he or she is married, a Joint and
Survivor Annuity, or
(ii) if he or she is not married, a life annuity
for his benefit,
commencing, in either case, not later than the April 1 following the calendar
year of his or her attainment of age seventy and one half, as the Merged
Participant (and his Spouse, if any,) shall specify in accordance with Rules of
the Plan.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Merged Participant who may be affected
by this Section shall be furnished, by mail or personal delivery (and consistent
with such regulations as the actuary may prescribe), with
(i) a written explanation of the terms and
conditions of the Joint and Survivor Annuity, including
a the right of the Merged Participant to
make, and the effect of, an election under subsection (d) to
waive the Joint and Survivor Annuity,
b the relative financial effect on his
or her Accounts of an election under subsection (d),
c the right of the Merged Participant's
Spouse under subsection (d),
d the right of the Merged Participant
under subsection (d) to revoke an election made under
subsection (d) and the effect thereof, and
(ii) a statement that the Administrator will furnish
the Merged Participant upon his first written request within sixty days
after the mailing or personal delivery to him or her of the notice
required under this subsection, a detailed statement as to the
financial effect upon his or her Accounts of making an election under
subsection (d).
D-13
<PAGE>
(c) The items furnished under subsection (b) shall be written
in non-technical language, with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Merged Participant or mailed to him or her (first class mail,
postage prepaid) within thirty days after receipt by the Administrator of such
written request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Merged Participant described in subsection (a) elects during the
applicable Election Period with Spousal Consent to waive such annuity in
accordance with the Rules of the Plan, such Merged Participant shall receive the
Vested amount credited to his or her Accounts in any option available under
Section D11.3(f) payable on a date which he or she shall elect in writing in
accordance with Code Section 411(a)(11) but not later than the April 1 following
the calendar year of his attainment of age seventy and one half. Any such
election may be revoked or made again at any time during the applicable Election
Period. Notwithstanding the requirement under subsection (b) that the written
explanation described in paragraph (b)(i) be provided not less than 30 days
before the Annuity Starting Date, a Merged Participant, after having received
the written explanation of the Joint and Survivor Annuity described in paragraph
(b)(i), may make an election under this subsection, with Spousal Consent
thereto, less than 30 days after the written explanation was provided to the
Merged Participant, provided that
(i) the Administrator shall provide information to
the Merged Participant clearly indicating that such Merged Participant
has the right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other than the
Joint and Survivor Annuity and that such period shall be at least 30
days in duration,
(ii) the Merged Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
the Merged Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Merged Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins the day after the explanation of the Joint
and Survivor Annuity is provided to the Merged Participant.
(e) Notwithstanding subsections (a) and (d), if the Vested
amount credited to a Merged Participant's Accounts does not exceed $5,000, such
Merged Participant shall receive such amount in one lump sum in cash not later
than the earlier of
(i) six months after the end of the Plan Year in
which such Separation from the Service occurs or
D-14
<PAGE>
(ii) sixty days after the end of the Plan Year in
which his or her Normal Retirement Date occurs.
D-15
<PAGE>
SUPPLEMENT E
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the World Color Press,
Inc. 401(k) Retirement Savings Plan (the "Book Services Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement E shall
apply solely to Participants (as defined below).
ARTICLE EI
DEFINITIONS
SECTION E1.1 - ACCOUNTS
"Accounts" of a Book Services Participant shall also include his
or her accounts established pursuant to the Book Services Plan as well as his or
her Book Services Prior Account established pursuant to the Prior Plan.
SECTION E1.2 - BOOK SERVICES PARTICIPANT
"Book Services Participant" shall include each participant in the
Book Services Plan on the Merger Date for whom the Company maintains Book
Services Accounts under the Plan.
SECTION E1.3 - BOOK SERVICES PLAN
"Book Services Plan" shall mean the World Color Press, Inc.
401(k) Retirement Savings Plan which was merged into the Plan, effective as of
the Merger Date.
SECTION E1.4 - BOOK SERVICES PRIOR ACCOUNT
"Book Services Prior Account" shall mean the individual account
in the Plan established for a Merged Participant as of the Merger Date which
consists of his or her Prior Before-Tax Account, Prior Matching Account and
Prior Rollover Account established pursuant to the Book Services Plan in order
to hold accounts transferred from the Prior Plan to the Book Services Plan. Book
Services Prior Accounts are classified as Vested Merged Accounts.
SECTION E1.5 - BOOK SERVICES PRIOR BEFORE-TAX ACCOUNT
"Book Services Prior Before-Tax Account" shall mean the
individual account in the Plan established for a Participant or Merged
Participant as of the Merger Date which consists of contributions to the
Participant's or Merged Participant's Prior Before-Tax Account established
pursuant to the Book Services Plan in order to hold before-tax contributions
under the Prior Plan which were transferred to the Book Services Plan. Book
Services Prior Before-
<PAGE>
Tax Accounts are classified as Vested Merged Accounts. A Participant's Book
Services Prior Before-Tax Account is a sub-account of his or her Deferred
Compensation Account.
SECTION E1.6 - BOOK SERVICES PRIOR MATCHING ACCOUNT
"Book Services Prior Matching Account" shall mean the individual
account in the Plan established for a Participant or Merged Participant as of
the Merger Date which consists of contributions to the Participant's or Merged
Participant's Prior Matching Account established pursuant to the Book Services
Plan in order to hold matching contributions under the Prior Plan which were
transferred to the Book Services Plan. Book Services Prior Matching Accounts are
classified as Vested Merged Accounts. A Participant's Book Services Prior
Matching Account is a sub-account of his or her Matching Account.
SECTION E1.7 - BOOK SERVICES PRIOR ROLLOVER ACCOUNT
"Book Services Prior Rollover Account" shall mean the individual
Account in the Plan established for a Participant or Merged Participant as of
the Merger Date which consists of contributions transferred or rolled over to
the Prior Plan by the Participant or Merged Participant which were subsequently
transferred to the Book Services Plan where such Accounts were maintained in
such Participant's Book Services Prior Rollover Account. Book Services Prior
Rollover Accounts are classified as Vested Merged Accounts. A Participant's Book
Services Prior Rollover Account is a sub-account of his or her Rollover Account.
SECTION E1.8 - COMPENSATION
For purposes of Articles EIII and EV, "Compensation" of a
Participant for any Plan Year shall mean his wages and all other payments of
compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(a) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(b) only for Highly Compensated Employees, excluding
the value of any nonqualified stock options granted to or exercised by
such Employee and income from the sale of Company Stock acquired
through the exercise of employer stock options;
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION E1.9 - HOUR OF SERVICE
(d) Hours of Service of a Book Services Participant shall
include all hours that such Participant had accrued under the Book Services Plan
and the Prior Plan prior to the Merger Date.
E-2
<PAGE>
SECTION E1.10 - MERGED PARTICIPANT
"Merged Participant" shall include a Book Services Participant.
SECTION E1.11 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Book Services Plan merged into the Plan.
SECTION E1.12 - PARTICIPANT
"Participant" shall include
(a) each Book Services Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Book Services Plan but for the merger of the Book
Services Plan into the Plan if the Eligible Employee satisfied the
eligibility conditions which applied under the Book Services Plan.
SECTION E1.13 - PRIOR PLAN
"Prior Plan" shall mean the Rand McNally & Company 401(k)
Retirement Savings Plan from which certain Prior Accounts were transferred to
the Plan after the Company acquired the Book Division of Rand McNally & Company
on January 17, 1997.
SECTION E1.14 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Book Services Participant shall
include all years of vesting service under the Book Services Plan that such Book
Services Participant had accrued prior to the Merger Date calculated in
accordance with Section 1.62.
ARTICLE EIII
PARTICIPANTS' DEFERRALS
SECTION E3.1 - DEFERRAL OF COMPENSATION
(a) Each Participant may elect, in accordance with the Rules of
the Plan, to defer for any Plan Year, the lesser of
(i) except as provided in subsection (b), any whole
number percentage, which is not less than 1% nor more than 15% (or such
other percentage as is established by the Administrator), of his or her
Compensation for each Payday after his or her election hereunder in
such Plan Year, and
E-3
<PAGE>
(ii) such amount as will not cause the total of such
deferrals for any calendar year to exceed the excess of $7,000
(adjusted for increases in the cost of living for such calendar year as
described in Code Section 402(g)(5)) over any amounts described in Code
Section 402(g)(3) for such calendar year and not deferred hereunder.
(b) A Merged Participant who deferred 16% of his or her
Compensation under the Book Services Plan on May 31, 1998 may continue to defer
such amount under the Plan on and after June 1, 1998; provided, however, if such
Merged Participant subsequently reduces his or her Compensation deferrals to 15
% or less, he or she shall not be permitted to defer more than 15% of his or her
Compensation at any time thereafter.
ARTICLE EV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION E5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Section 17.4(a) and 5.5, each
Participant who deferred Compensation during the Payday in question shall share
in any Company contribution made pursuant to Section 4.1(b) to his or her
Matching Account in an amount which is equal to the sum of
(i) 25% of his or her Deferred Compensation up to
3% of his or her Compensation for such Payday, and
(ii) 10% of his or her Deferred Compensation for such
Payday from 4% to 6% of his or her Compensation;
provided, however, that the Administrator may, in its discretion, change the
rate of Company contributions to Matching Accounts (including a determination
not to make such contributions) upon notification to Participants prior to the
beginning of the period for which such changes apply.
ARTICLE IX
WITHDRAWALS AND LOANS
SECTION E9.5 - LOANS TO PARTICIPANTS
(b) (iii) A Participant may not have more than one
loan outstanding at any one time under the Plan; provided, however,
that a Merged Participant who has two outstanding loans under the Book
Services Plan as of the Merger Date may continue such loans under the
Plan. However, such Merged Participant must repay his or her loans
established under the Book Services Plan before he or she may take
another loan from the Plan. Thereafter, such Merged Participant shall
be limited to one loan outstanding at any one time under the Plan. A
Participant may refinance his existing loan under the Plan in
accordance with the Rules of the Plan.
E-4
<PAGE>
SUPPLEMENT F
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Ringier America
Employee Savings Plan (the "Ringier Plan") into the Plan, effective as of the
Merger Date (as defined below). This Supplement F shall apply solely to
Participants (as defined below).
ARTICLE FI
DEFINITIONS
SECTION F1.1 - ACCOUNTS
"Accounts" of a Ringier Participant shall also include his or her
accounts established pursuant to the Ringier Plan including his or her Ringier
Employer Matching Contribution Account.
SECTION F1.2 - COMPENSATION
For purposes of Articles III and FV, "Compensation" of a
Participant for any Plan Year shall mean all regular base compensation paid to
him or her in that Plan Year for services rendered to the Company as an
Employee, (including draw which, for sales employees shall consist of regular
weekly pay but shall not include other payments made under any sales commission
program),
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(a)(8) (401(k)
plans), 402(h) or 403(b), and
(ii) excluding overtime, commissions, bonuses and
other extra compensation, all reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation, welfare benefits (including severance benefits)
(even if includable in gross income) and imputed income amounts,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION F1.3 - HOUR OF SERVICE
(d) Hours of Service of a Ringier Participant shall include all
hours that such Participant had accrued under the Ringier Plan prior to the
Merger Date.
SECTION F1.4 - MERGED PARTICIPANT
"Merged Participant" shall include a Ringier Participant.
<PAGE>
SECTION F1.5 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Ringier Plan merged into the Plan.
SECTION F1.6 - PARTICIPANT
"Participant" shall include
(a) each Ringier Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Ringier Plan but for the merger of the Ringier Plan
into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Ringier Plan.
SECTION F1.7 - RINGIER EMPLOYER MATCHING CONTRIBUTIONS ACCOUNT
"Ringier Employer Matching Contributions Account" shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) to the Merged Participant's Employer Contributions Account established
pursuant to the Ringier Plan in accordance with Section 4.1(b) thereof. Ringier
Employer Matching Contributions Accounts are classified as Vested Merged
Accounts.
SECTION F1.8 - RINGIER PARTICIPANT
"Ringier Participant" shall include each participant in the
Ringier Plan on the Merger Date for whom the Company maintains Ringier Accounts
under the Plan.
SECTION F1.9 - RINGIER PLAN
"Ringier Plan" shall mean the Ringier America Employee Savings
Plan which was merged into the Plan, effective as of the Merger Date.
SECTION F1.10 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Ringier Participant shall include
all years of vesting service under the Ringier Plan that such Ringier
Participant had accrued prior to the Merger Date calculated in accordance with
Section 1.62.
F-2
<PAGE>
ARTICLE FV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION F5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) (i) Except as provided in Section 17.4(a), 5.5 and
paragraph (ii), each Participant who deferred Compensation during the
Payday in question shall share in any Company contribution made
pursuant to Section 4.1(b) to his or her Matching Account in an amount
which is equal to 25 % of his or her Deferred Compensation for such
Payday up to 6 % of his or her Compensation; provided, however, that
the Administrator may, in its discretion, change the rate of Company
contributions to Matching Accounts (including a determination not to
make such contributions), upon notification to Participants prior to
the beginning of the period for which such changes apply.
(ii) Effective only for the Plan Year ending
December 31, 1998, a Participant who
a defers Compensation for one or more
Paydays in the Plan Year at a rate in excess of 6% of his or
her Compensation, and
b ceases or reduces his or her deferrals in
that Plan Year whether by reason of the limitations of Section
3.5 or Code Section 402(g) is required to do so or otherwise,
additional Company contributions to such Participant's Matching Account
shall be made as of December 31, 1998 so that the aggregate of the
Company's contributions to his or her Matching Account for the Plan
Year shall be equal to 25 % of his or her Deferred Compensation up to 6
% of his or her Compensation for such Plan Year.
ARTICLE FVIII
VESTING OF INTERESTS
SECTION F8.1 - VESTING OF ACCOUNTS
A Merged Participant who was a participant in the WAK Plan
prior to January 1, 1991 shall have a Vested interest in his Ringier Employer
Matching Contributions Account.
F-3
<PAGE>
SUPPLEMENT G
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Shea Communications
Company Thrift Investment Plan (the "Shea Plan") into the Plan, effective as of
the Merger Date (as defined below). This Supplement G shall apply solely to
Participants (as defined below).
ARTICLE GI
DEFINITIONS
SECTION G1.1 - ACCOUNTS
"Accounts" of a Shea Participant shall also include his or her
accounts established pursuant to the Shea Plan, including his or her Shea
After-Tax Account and Shea Matching Contribution Account as well as his or her
Adtech Accounts established pursuant to the Old Plan.
SECTION G1.2 - ADTECH
"Adtech" means Adtech Printing Corporation d/b/a Oklahoma
Graphics which adopted the Shea Plan effective as of September 3, 1987.
SECTION G1.3 - ADTECH ACCOUNTS
"Adtech Accounts" of a Merged Participant shall mean his or her
accounts under the Old Plan as of September 2, 1987 which were transferred to
the Shea Plan. Adtech Accounts are classified as Vested Merged Accounts.
SECTION G1.4 - ADTECH PARTICIPANT
"Adtech Participant" means an employee of Adtech on September 3,
1987 who participated in the Old Plan and became a Shea Participant.
SECTION G1.5 - ANNUITY STARTING DATE
"Annuity Starting Date" shall mean
(a) the first day of the first period for which a
benefit is payable as an annuity to an Adtech Participant, or
(b) in the case of a benefit not payable in the form
of an annuity, the first day which all events have occurred which
entitle an Adtech Participant to such benefit.
<PAGE>
SECTION G1.6 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(a) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(b) excluding employer FICA taxes and employer
contributions under the Plan, deferred compensation to the extent not
currently taxable to the Participant, sick pay paid through any Company
sponsored short-term or long-term disability income plan, severance
pay, the imputed value of group term life insurance, cash and noncash
fringe benefits including taxable fringe benefits from the use of
company-owned vehicles, reimbursements and expense allowances, moving
expenses, welfare benefits and other amounts which receive special tax
benefits;
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION G1.7 - ELECTION PERIOD
"Election Period" means:
(a) In the case of an election under Section G11.3(d)
to waive the Joint and Survivor Annuity, the period beginning 90 days
before the Adtech Participant's Annuity Starting Date and ending on the
latest of
(i) the Adtech Participant's Annuity
Starting Date,
(ii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section G11.3(b)(i), or
(iii) the sixtieth day after the mailing or
personal delivery to him or her of information he or she has
requested under Section G11.3(b)(ii).
(b) In the case of an election under Section G13.1(d)
to waive the Joint and Survivor Annuity, the period beginning on the
date of his Separation from the Service and ending on the latest of
(i) the date 90 days thereafter,
(ii) the date 90 days before his Annuity
Starting Date,
(iii) the ninetieth day after the mailing or
personal delivery to him or her of the explanation described
in Section G13.1(b)(i), or
G-2
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(iv) the sixtieth day after the mailing or
personal delivery to him or her of information he has
requested under Section G13.1(b)(ii).
(c) In the case of an election under Section G12.2(b)(ii) to
waive the Survivor Annuity,
(i) by a former Adtech Participant who has had a
Separation from the Service, the period which begins on the date of his
or her Separation from the Service and ends on the date of his or her
death, or
(ii) otherwise, the period which begins on the first
day of the Plan Year in which the Adtech Participant attains age
thirty-five and ends on the date of his or her death.
SECTION G1.8 - HOUR OF SERVICE
(d) Hours of Service of a Shea Participant shall include all
hours that such Participant had accrued under the Shea Plan and the Old Plan, if
any, prior to the Merger Date.
SECTION G1.9 - JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall mean an annuity for the life
of the Adtech Participant with a survivor annuity for the life of his or her
Surviving Spouse for fifty percent of the amount of the annuity which is payable
during the joint lives of the Adtech Participant and his or her Adtech Spouse,
and which is the actuarial equivalent of an annuity for the life of the Adtech
Participant.
SECTION G1.10 - MERGED PARTICIPANT
"Merged Participant" shall include a Shea Participant who may
also be an Adtech Participant.
SECTION G1.11 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Shea Plan merged into the Plan.
SECTION G1.12 - OLD PLAN
"Old Plan" shall mean the Retirement Savings Plan and Trust for
Employees of Oklahoma Publishing Company and Affiliated Corporations.
SECTION G1.13 - PARTICIPANT
"Participant" shall include
(a) each Shea Participant, and
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(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Shea Plan but for the merger of the Shea Plan into
the Plan if the Eligible Employee satisfied the eligibility conditions
which applied under the Shea Plan.
SECTION G1.14 - SHEA AFTER-TAX ACCOUNT
(a) "Shea After-Tax Account" shall mean the individual account in
the Plan established for a Merged Participant as of the Merger Date which
consists of contributions of the Merged Participant to such Participant's
After-Tax Account established pursuant to the Shea Plan in accordance with
Section 3.1 thereof. Shea After-Tax Accounts are classified as Vested Merged
Accounts.
(b) Shea After-Tax Accounts shall consist of two sub-accounts,
the "Pre-1987 Shea After-Tax Sub-Account" (which consist of allocations to his
After-Tax Account made prior to January 1, 1987 under the Shea Plan, including
transfers thereto attributable to personal after-tax contributions made prior to
January 1, 1987 together with earnings thereon) and the "Post-1986 Sea After-Tax
Sub-Account" (which consist of allocations to his After-Tax Account made after
December 31, 1986 under the Shea Plan, including transfers thereto attributable
to after-tax personal contributions made after December 31, 1986 together with
earnings thereon).
SECTION G1.15 - SHEA MATCHING CONTRIBUTION ACCOUNT
"Shea Matching Contribution Account" shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions of the Company (and any predecessor company) to
the Merged Participant's Matching Contribution Account established pursuant to
the Shea Plan in accordance with Section 3.2 thereof. Shea Matching Contribution
Accounts are classified as Non-Vested Merged Accounts.
SECTION G1.16 - SHEA PARTICIPANT
"Shea Participant" shall include any person who was a participant
in the Shea Plan on the Merger Date for whom the Company maintains Shea Accounts
under the Plan.
SECTION G1.17 - SHEA PLAN
"Shea Plan" shall mean the Shea Communications Company Thrift
Investment Plan which was merged into the Plan, effective as of the Merger Date.
SECTION G1.18 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Shea Participant shall include all
years of vesting service under the Shea Plan that such Shea Participant had
accrued prior to the Merger Date calculated in accordance with Section 1.62.
G-4
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ARTICLE GVIII
VESTING OF INTERESTS
SECTION G8.1 - VESTING OF ACCOUNTS
(b) For a Participant who was hired by the Company on or
before June 1, 1998, the Vested portion of his or her Profit-Sharing Account,
Matching Account and Non-Vested Merged Accounts, if any, shall be the percentage
of such Accounts shown on the following table:
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
------------------------ -----------------
<S> <C>
less than 2 0%
2 or more 100%
</TABLE>
ARTICLE GIX
WITHDRAWALS AND LOANS
SECTION G9.2 - HARDSHIP WITHDRAWAL FROM ADTECH ACCOUNTS
(h) Spousal Consent shall be obtained prior to any withdrawal
under this Section from any portion of a Adtech Participant's Accounts.
SECTION G9.3 - OPTION TO WITHDRAW
(c) Spousal Consent shall be obtained for any withdrawal of an
Adtech Participant's Accounts under this Section.
(d) Each Merged Participant who is Vested in his or her Shea
Matching Contribution Account may elect, subject to the Rules of the Plan, to
withdraw all or a part of his or her Shea Matching Contribution Account in cash
or, with respect to any portion of such Accounts invested in the Company Stock
Fund, in whole shares of Company Stock (and the equivalent of any fractional
share distributed in cash) unless the Merged Participant elects to receive all
of such amount in cash, valued as of the last Valuation Date; provided, however,
that the following conditions are satisfied:
(i) The Merged Participant must withdraw the maximum
amount permitted under subsection (b) and Section G9.6.
(ii) The Merged Participant may not withdraw the
value of matching contributions made within the previous two years
unless he has at least five Years of Vesting Service.
G-5
<PAGE>
(iii) No more than one such withdrawal may be made in
any six month period.
(iv) The minimum amount of any withdrawal shall be
the lesser of $200, or the entire amount available for such a
withdrawal.
(v) The amount of any such withdrawal shall be
reduced by any outstanding loan which is secured by his or her Shea
Matching Contribution Account pursuant to Sections 9.5 or G9.5.
(vi) Spousal Consent shall be obtained for any
withdrawal by an Adtech Participant of his or her matching
contributions under the Adtech Plan, if any, under this Section.
SECTION G9.5 - LOANS TO PARTICIPANTS
(b) (xvii) Spousal Consent shall be obtained for any loan
which is secured by an Adtech Participant's Accounts during the 90-day
period ending of the date such security is given.
SECTION G9.6 - WITHDRAWAL OF SHEA AFTER-TAX ACCOUNTS
A Merged Participant may make a withdrawal of up to 100% of his
Shea After-Tax Account in cash or, with respect to any portion of such Account
of the Participant invested in the Company Stock Fund, in whole shares of
Company Stock (and the equivalent of any fractional share distributed in cash)
unless the Participant elects to receive all of such amount in cash; provided,
however, that the following conditions are satisfied:
(a) The amount of any such withdrawal shall be
reduced by any outstanding loan which is secured by his or her Shea
After-Tax Account pursuant to Sections 9.5 and G9.5.
(b) Any such withdrawal shall be charged against the
sub-accounts under the Shea After-Tax Account in the following order:
(i) Pre-1987 Shea After-Tax Sub-Account, up
to the total amount of such after-tax contributions (excluding
earnings);
(ii) Post-1986 Shea After-Tax Sub-Account,
up to the full value of such sub-account, including earnings,
and
(iii) earnings on the Pre-1987 Shea
After-Tax Sub-Account.
(c) Spousal Consent shall be obtained for any
withdrawal by an Adtech Participant of his or her after-tax
contributions under the Adtech Plan, if any, under this Section.
G-6
<PAGE>
ARTICLE GXI
BENEFITS UPON RETIREMENT
SECTION G11.3 - DISTRIBUTION OF ACCOUNTS
(a) Subject to subsections (d) and (e), on a Adtech Participant's
Normal or Disability Retirement Date, the entire amount credited to his or her
Accounts shall be applied to purchase
(i) if he or she is married, a Joint and Survivor
Annuity, or
(ii) if he or she is not married, a life annuity for
his benefit.
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Adtech Participant who may be affected
by this Section shall be furnished, by mail or personal delivery (and consistent
with such regulations as the Secretary may prescribe), with
(i) a written explanation of the terms and
conditions of the Joint and Survivor Annuity, including
a the right of the Adtech Participant to
make, and the effect of, an election under subsection (d) to
waive the Joint and Survivor Annuity,
b the relative financial effect on his
Accounts of an election under subsection (d),
c the right of the Adtech Participant's
Spouse under subsection (d),
d the right of the Adtech Participant
under subsection (d) to revoke an election made under
subsection (d) and the effect thereof, and
(ii) a statement that the Administrator will furnish
the Adtech Participant upon his or her first written request within
sixty days after the mailing or personal delivery to him or her of the
notice required under this subsection, a detailed statement as to the
financial effect upon his or her Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written in
non-technical language with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Adtech Participant or mailed to him or her (first class mail,
postage prepaid) within thirty days after receipt by the Administrator of such
written request.
G-7
<PAGE>
(d) Notwithstanding subsection (a) and subject to subsection (e),
if an Adtech Participant described in subsection (a) elects during the
applicable Election Period with Spousal Consent to waive such annuity in
accordance with the Rules of the Plan, such Participant may elect to receive the
entire amount credited to his Accounts under one of the options available under
Section 11.3. Any such election may be revoked or made again at any time during
the applicable Election Period. Notwithstanding the requirement under subsection
(b) that the written explanation described in (b)(i) be provided not less than
30 days before the Annuity Starting Date, an Adtech Participant, after having
received the written explanation of the Joint and Survivor Annuity described in
paragraph (b)(i), may make an election under this subsection, with Spousal
Consent thereto, less than 30 days after the written explanation was provided to
the Adtech Participant, provided that
(i) the Administrator shall provide information to
the Adtech Participant clearly indicating that the Adtech Participant
has the right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other than the
Joint and Survivor Annuity and that such period shall be at least 30
days in duration,
(ii) the Adtech Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
the Adtech Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Adtech Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins the day after the explanation of the Joint
and Survivor Annuity is provided to the Adtech Participant.
(e) Notwithstanding subsections (a) and (d), if the entire
amount credited to a Adtech Participant's Accounts does not exceed $5,000, such
Adtech Participant shall receive such amount in one lump sum in cash; in
accordance with subsection (f).
(f) Distribution under subsection (a), (d) or (e) shall be
made or commence not later than the earliest of
(i) sixty days after the end of the Plan Year in
which such Normal Retirement or Disability Retirement occurs, or
(ii) if he or she is not a Five Percent Owner of the
Company or a Company Affiliate with respect to a Plan Year ending in
the calendar year in which he or she attains age seventy and one half,
the later of
G-8
<PAGE>
a the April 1 following the calendar year
in which his or her Separation from the Service occurs, or
b the April 1 following the calendar year
in which he or she attains age seventy and one half,
(iii) if he or she is such a Five Percent Owner, the
April 1 following the calendar year in which he or she attains age
seventy and one half.
(g) At any time before a distribution under subsection (d) is
made or commences, the Adtech Participant may elect in accordance with the Rules
of the Plan to defer such distribution until such later date as he shall then or
subsequently specify, provided, however,
(i) such date shall be no later than the date
referred to in subsection (f)(ii) or (f)(iii), and
(ii) if no such date is specified, such amount shall
be distributed in one lump sum on the date specified in subsection
(f)(ii) or (f)(iii).
(h) Notwithstanding subsection (g)(i) and (ii), for an Adtech
Participant who is a Five Percent Owner and has made an election permitted under
Section 242(b) of the Tax Equity and Fiscal Responsibility Act of 1982, the date
referred to in subsection (g)(iii) shall be the later of the April 1 following
the calendar year in which his or her Separation from the Service occurs or the
April 1 following the calendar year in which he or she attains age seventy and
one half.
(i) In any election under subsection (g), the entire amount
credited to the Adtech Participant's Accounts will be distributed in a manner
which satisfies the minimum distribution incidental death benefit requirements
of Proposed Treas. Reg. Section 1.401(a)(9)-2 (or any successor thereto).
ARTICLE GXII
BENEFITS UPON DEATH
SECTION G12.2 - DISTRIBUTION ON DEATH
(a) Subject to subsection (b), if an Adtech Participant dies
before any distribution of his or her Accounts has been made or commenced under
Article GXI or GXIII or Section 16.1 and was married on the date of his or her
death, the entire Vested amount credited to his or her Accounts (as determined
under Section 8.2) shall be applied to purchase a qualified preretirement
survivor annuity for the life of his or her Adtech Surviving Spouse, if any,
which shall commence on a date specified by the Adtech Spouse which is not later
than the later of
(i) the first anniversary of the Adtech Participant's death,
or
G-9
<PAGE>
(ii) the date on which the Adtech Participant would have
attained age 70 1/2,
(b) Notwithstanding subsection (a),
(i) if the Vested amount credited to such Adtech
Participant's Accounts does not equal more than $5,000,
(ii) if such Adtech Participant when more than thirty-five
years of age, or such former Adtech Participant, elected to waive such
preretirement survivor annuity during the applicable Election Period
in accordance with the Rules of Plan and Spousal Consent was obtained
thereto, or
(iii) if such Adtech Spouse, after the Adtech Participant's
death, elects in accordance with the Rules of the Plan to waive the
survivor annuity to which such Spouse is otherwise entitled,
the Vested amount credited to his Accounts shall be paid to the Adtech Surviving
Spouse or other properly designated Beneficiary in one lump sum in cash or, if
the Surviving Spouse so elects with respect to any portion of the Adtech
Participant's Accounts invested in the Company Stock Fund, in whole shares of
Company Stock (and the equivalent of any fractional share distributed in cash),
not later than the first anniversary of the Adtech Participant's death, unless
another manner of payment is elected under Section G12.4. Any election under
paragraph (ii) may be revoked or made again at any time during the applicable
Election Period.
(c) Upon the death of an Adtech Participant
(i) who was not married on the date of his or her death, or
(ii) who had not yet received the entirety of his or
her distribution from the Plan under Section 11.3,
the Vested amount credited to his or her Accounts or any remaining balance of
his or her distribution shall be paid, as described in Section G12.5, to such
Adtech Participant's Beneficiary.
(d) If payment has commenced prior to the Adtech Participant's
death, payment of an Adtech Participant's Accounts shall be paid in such a
manner that the remaining interest is distributed at least as rapidly as under
the method being used as of the date of the Adtech Participant's death.
SECTION G12.4 - ADTECH SPOUSE'S ELECTION OF OTHER PAYMENT METHODS
An Adtech Surviving Spouse who is entitled to a lump sum
distribution under Section G12.2(b)(ii) or (iii) may elect in accordance with
the Rules of the Plan that in lieu of an immediate lump sum, the lump sum
payment may be deferred until the date that the Adtech Participant would have
attained age 70 1/2.
G-10
<PAGE>
SECTION G12.5 - PAYMENTS TO BENEFICIARIES
Amounts payable to any Beneficiary of an Adtech Participant
shall be paid in one lump sum in cash or, with respect to any portion of the
Adtech Participant's Accounts invested in the Company Stock Fund, in whole
shares of Company Stock (and the equivalent of any fractional share distributed
in cash) unless the Beneficiary elects to receive all of such amount in cash,
not later than the first anniversary of the Adtech Participant's death.
SECTION G12.6 - EXPLANATION OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY
The Administrator shall provide a written explanation of the
qualified preretirement survivor annuity (as defined in Code Section 417(c)):
(a) to an Adtech Participant who is a Adtech
Participant on his or her thirty-second birthday, within the three Plan
Year period commencing with the Plan Year in which his or her
thirty-second birthday occurs;
(b) to an Adtech Participant who becomes an Adtech
Participant after his or her thirty-second birthday, within the three
Plan Year period commencing with the Plan Year in which he or she
becomes a Participant; and
(c) to a former Adtech Participant who has a
Separation from the Service prior to his or her thirty-second birthday,
within one year of his or her Separation from the Service,
or such longer period as is allowed under Code Section 417(a)(3).
ARTICLE GXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION G13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(a) Subject to subsections (d) and (e), if an Adtech
Participant's Separation from the Service is due to resignation or discharge,
the Vested amount credited to his or her Accounts shall be applied to purchase
(i) if he or she is married, a Joint and Survivor
Annuity, or
(ii) if he or she is not married, a life annuity for
his benefit,
commencing, in either case, on a date not earlier than the Adtech Participant's
fifty-fifth birthday, and not later than the April 1 following the calendar year
of his attainment of age seventy and one half, as the Adtech Participant (and
his Adtech Spouse, if any,) shall specify in accordance with Rules of the Plan.
G-11
<PAGE>
(b) Not more than 90 days before (and not less than 30 days
before) the Annuity Starting Date, each Adtech Participant who may be affected
by this Section shall be furnished, by mail or personal delivery (and consistent
with such regulations as the actuary may prescribe), with
(i) a written explanation of the terms and conditions of
the Joint and Survivor Annuity, including
a the right of the Adtech Participant to make, and
the effect of, an election under subsection (d) to waive the
Joint and Survivor Annuity,
b the relative financial effect on his Accounts of
an election under subsection (d),
c the right of the Adtech Participant's Adtech
Spouse under subsection (d),
d the right of the Adtech Participant under
subsection (d) to revoke an election made under subsection (d)
and the effect thereof, and
(ii) a statement that the Administrator will furnish
the Adtech Participant upon his first written request within sixty days
after the mailing or personal delivery to him or her of the notice
required under this subsection, a detailed statement as to the
financial effect upon his Accounts of making an election under
subsection (d).
(c) The items furnished under subsection (b) shall be written in
non-technical language, with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Adtech Participant or mailed to him or her (first class mail,
postage prepaid) within thirty days after receipt by the Administrator of such
written request.
(d) Notwithstanding subsection (a) and subject to subsection (e),
if a Adtech Participant described in subsection (a) elects during the applicable
Election Period with Spousal Consent to waive such annuity in accordance with
the Rules of the Plan, such Adtech Participant shall receive the Vested amount
credited to his Accounts in one lump sum in cash or, if the Adtech Participant
so elects with respect to any portion of the Adtech Participant's Accounts
invested in the Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash), payable on a date which
he shall elect in writing in accordance with Code Section 411(a)(11) but not
later than the April 1 following the calendar year of his or her attainment of
age seventy and one half. Any such election may be revoked or made again at any
time during the applicable Election Period. Notwithstanding the requirement
under subsection (b) that the written explanation described in paragraph (b)(i)
be provided not less than 30 days before the Annuity Starting Date, an Adtech
Participant, after having received the written explanation of the Joint and
Survivor Annuity described in paragraph (b)(i), may make an election under this
subsection, with Spousal Consent thereto, less than 30 days after the written
explanation was provided to the Adtech Participant, provided that
G-12
<PAGE>
(i) the Administrator shall provide information to
the Adtech Participant clearly indicating that the Adtech Participant
has the right to an Election Period to consider whether to waive the
Joint and Survivor Annuity and consent to a distribution other than the
Joint and Survivor Annuity and that such period shall be at least 30
days in duration,
(ii) the Adtech Participant shall be permitted to
revoke the distribution election under this subsection at least until
the Annuity Starting Date, or, if later, at any time prior to the
expiration of the seven-day period that begins on the day after the
written explanation of the Joint and Survivor Annuity is provided to
the Adtech Participant,
(iii) the Annuity Starting Date is after the date
that the written explanation of the Joint and Survivor Annuity is
provided to the Adtech Participant, and
(iv) the distribution in accordance with the election
under this subsection does not commence before the expiration of the
seven-day period that begins the day after the explanation of the Joint
and Survivor Annuity is provided to the Adtech Participant.
(e) Notwithstanding subsections (a) and (d), if the Vested amount
credited to an Adtech Participant's Accounts does not exceed $5,000, such Adtech
Participant shall receive such amount in one lump sum in cash, not later than
the earlier of
(i) six months after the end of the Plan Year in
which such Separation from the Service occurs or
(ii) sixty days after the end of the Plan Year in
which his or her Normal Retirement Date occurs.
G-13
<PAGE>
SUPPLEMENT H
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and supplement
the Plan in order to effectuate the merger of the Midwest Litho Arts 401(k) and
Profit-Sharing Plan (the "Midwest Plan") into the Plan, effective as of the
Merger Date (as defined below). This Supplement H shall apply solely to
Participants (as defined below).
ARTICLE HI
DEFINITIONS
SECTION H1.1 - ACCOUNTS
"Accounts" of a Midwest Participant shall also include his or her
accounts established pursuant to the Midwest Plan, including his or her Midwest
Matching Account.
SECTION H1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his Statutory Compensation but in no
event greater than $150,000 (adjusted for increases in the cost of living
described in Code Section 401(a)(17)).
SECTION H1.3 - HOUR OF SERVICE
(d) Hours of Service of a Midwest Participant shall include all
hours that such Participant had accrued under the Midwest Plan prior to the
Merger Date.
SECTION H1.4 - MERGED PARTICIPANT
"Merged Participant" shall include a Midwest Participant.
SECTION H1.5 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Midwest Plan merged into the Plan.
SECTION H1.6 - MIDWEST MATCHING ACCOUNT
"Midwest Matching Account" shall mean the individual account in
the Plan established for a Merged Participant as of the Merger Date which
consists of contributions of the Company (and any predecessor company) to the
Merged Participant's Matching Account established pursuant to the Midwest Plan
in accordance with Section 5.2(b) thereof. Midwest Matching Accounts are
classified as Vested Merged Accounts.
<PAGE>
SECTION H1.7 - MIDWEST PARTICIPANT
"Midwest Participant" shall include each participant in the
Midwest Plan on the Merger Date for whom the Company maintains a Midwest
Matching Account under the Plan.
SECTION H1.8 - MIDWEST PLAN
"Midwest Plan" shall mean the Midwest Litho Arts 401(k) and
Profit-Sharing Plan which was merged into the Plan, effective as of the Merger
Date.
SECTION H1.9 - PARTICIPANT
"Participant" shall include
(a) each Midwest Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Midwest Plan but for the merger of the Midwest Plan
into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Midwest Plan.
SECTION H1.10 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Midwest Participant shall include
all years of vesting service under the Midwest Plan that such Midwest
Participant had accrued prior to the Merger Date calculated in accordance with
Section 1.62.
ARTICLE HVIII
VESTING OF INTERESTS
SECTION H8.1 - VESTING OF ACCOUNTS
(b) The Matching Account and Midwest Matching Account, if any,
of a Participant, who was hired by the Company on or before June 1, 1998 (or
would have been eligible to participate in such plan but for the merger of such
plan into the Plan) shall be Vested at all times.
H-2
<PAGE>
SUPPLEMENT I
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and supplement
the Plan in order to effectuate the merger of the Wessel Company, Inc. Employees
Profit-Sharing 401(k) Plan & Trust (the "Wessel Plan") into the Plan, effective
as of the Merger Date (as defined below). This Supplement I shall apply solely
to Participants (as defined below).
ARTICLE II
DEFINITIONS
SECTION I1.1 - ACCOUNTS
"Accounts" of a Wessel Participant shall also include his or her
accounts established pursuant to the Wessel Plan, including his or her Wessel
Personal Contributions Account, if any.
SECTION I1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his Statutory Compensation but in no
event greater than $150,000 (adjusted for increases in the cost of living
described in Code Section 401(a)(17)).
SECTION I1.3 - HOUR OF SERVICE
(d) Hours of Service of a Wessel Participant shall include all
hours that such Participant had accrued under the Wessel Plan prior to the
Merger Date.
SECTION I1.4 - MERGED PARTICIPANT
"Merged Participant" shall include an Wessel Participant.
SECTION I1.5 - MERGER DATE
"Merger Date" shall mean August 1, 1998 which is the date that
the Wessel Plan merged into the Plan.
<PAGE>
SECTION I1.6 - PARTICIPANT
"Participant" shall include
(a) each Wessel Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Wessel Plan but for the merger of the Wessel Plan
into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Wessel Plan.
SECTION I1.7 - WESSEL PERSONAL CONTRIBUTIONS ACCOUNT
"Wessel Personal Contributions Account" shall mean the individual
account in the Plan established for a Wessel Participant as of the Merger Date
which consists of contributions of the Wessel Participant under a plan which
merged into the Wessel Plan.
SECTION I1.8 - WESSEL PARTICIPANT
"Wessel Participant" shall include participant in the Wessel Plan
on the Merger Date for whom the Company maintains a Wessel Personal
Contributions Account under the Plan.
SECTION I1.9 - WESSEL PLAN
"Wessel Plan" shall mean the Wessel Company, Inc. Employees
Profit Sharing 401(k) Plan & Trust which was merged into the Plan, effective as
of the Merger Date.
SECTION I1.10 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Wessel Participant shall include
all years of vesting service under the Wessel Plan that such Wessel Participant
had accrued prior to the Merger Date calculated in accordance with Section 1.62.
ARTICLE IIX
WITHDRAWALS AND LOANS
SECTION I9.6 - WITHDRAWALS FROM WESSEL PERSONAL CONTRIBUTIONS ACCOUNTS
(a) Subject to subsection (b), a Participant may make withdrawals
from his or her Wessel Personal Contributions Account from time to time as
permitted by the Rules of the Plan.
(b) The amount of such withdrawal shall be reduced by any
outstanding loan which is secured by his or her Accounts pursuant to Section
9.5.
I-2
<PAGE>
SUPPLEMENT J
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and supplement
the Plan in order to effectuate the merger of the Northeast Graphics, Inc.
Savings and Security Plan (Bindery) (the "Northeast Bindery Plan") into the
Plan, effective as of the Merger Date (as defined below). This Supplement J
shall apply solely to Participants (as defined below).
ARTICLE JI
DEFINITIONS
SECTION J1.1 - ACCOUNTS
"Accounts" of a Northeast Bindery Participant shall also include
his or her Northeast Bindery Accounts.
SECTION J1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his wages and all other payments of
compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i), including amounts not includable in gross income by reason of
Code Sections 125 (cafeteria plans), 402(e)(3)(401(k) plans), 402(h) or 403(b)
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION J1.3 - HOUR OF SERVICE
(d) Hours of Service of a Northeast Bindery Participant shall
include all hours that such Participant had accrued under the Northeast Bindery
Plan prior to the Merger Date.
SECTION J1.4 - MERGED PARTICIPANT
"Merged Participant" shall include a Northeast Bindery
Participant.
SECTION J1.5 - MERGER DATE
"Merger Date" shall mean June 1, 1998 which is the date that the
Northeast Bindery Plan merged into the Plan.
<PAGE>
SECTION J1.11 - NORTHEAST BINDERY PLAN
"Northeast Bindery Plan" shall mean the Northeast Graphics,
Inc. Savings and Security Plan (Bindery) which was merged into the Plan,
effective as of the Merger Date.
SECTION J1.12 - PARTICIPANT
"Participant" shall include
(a) each Northeast Bindery Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Northeast Bindery Plan but for the merger of the
Northeast Bindery Plan into the Plan if the Eligible Employee satisfied
the eligibility conditions which applied under the Northeast Bindery
Plan.
SECTION J1.13 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Northeast Bindery Participant
shall include all years of vesting service under the Northeast Bindery Plan that
such Northeast Bindery Participant had accrued prior to the Merger Date
calculated in accordance with Section 1.62.
ARTICLE JXI
BENEFITS UPON RETIREMENT
SECTION J11.3 - DISTRIBUTION OF ACCOUNTS
(h) Distributions under this Article shall be in cash or, only
with respect to the Merged Participant's Northeast Bindery Account, in cash or
in-kind (or any combination thereof), as elected by the Merged Participant.
ARTICLE JXII
BENEFITS UPON DEATH
SECTION J12.2 - DISTRIBUTION ON DEATH
(a) Upon the death of a Participant, the Vested amount
credited to his or her Accounts (as determined under Article VIII) shall be paid
in cash or, only with respect to the deceased Merged Participant's Northeast
Bindery Account, in cash or in kind (or any combination thereof), as elected by
such Merged Participant's Surviving Spouse or other properly designated
Beneficiary.
J-3
<PAGE>
ARTICLE JXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION J13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(c) Distributions under this Article shall be in cash or, only
with respect to the Participant's Northeast Bindery Account, in cash or in-kind,
(or any combination thereof), as elected by the Participant.
J-4
<PAGE>
K-3
SUPPLEMENT K
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Acme Printing
Company, Inc. 401(k) Profit-Sharing Plan (the "Acme Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement K shall
apply solely to Participants (as defined below).
ARTICLE KI
DEFINITIONS
SECTION K1.1 - ACCOUNTS
"Accounts" of an Acme Participant shall also include his or
her accounts established pursuant to the Acme Plan, including his or her Acme
Employer Contributions Account.
SECTION K1.2 - ACME EMPLOYER CONTRIBUTIONS ACCOUNT
"Acme Employer Contributions Account" shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of discretionary contributions of the Company (and
any predecessor company) to the Merged Participant's Employer Contributions
Account established pursuant to the Acme Plan in accordance with Sections 4.06
and 5.01 thereof and Section 1.05(a)(2) of the adoption agreement pursuant to
the Acme Plan. Acme Employer Contributions Accounts are classified as Non-Vested
Merged Accounts.
SECTION K1.3 - ACME PARTICIPANT
"Acme Participant" shall include each participant in the Acme
Plan on the Merger Date.
SECTION K1.4 - ACME PLAN
"Acme Plan" shall mean the Acme Printing Company, Inc. 401(k)
Profit-Sharing Plan which was merged into the Plan, effective as of the Merger
Date.
SECTION K1.5 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his wages and all other payments of
compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i),
<PAGE>
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(ii) excluding the value of a qualified or a
non-qualified stock option granted to an employee by the Company to the
extent such value is includable in the employee's taxable income,
reimbursements or other expense allowances, fringe benefits (cash and
non-cash), moving expenses, deferred compensation and welfare benefits,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION K1.6 - HOUR OF SERVICE
(d) Hours of Service of an Acme Participant shall include all
hours that such Participant had accrued under the Acme Plan prior to the Merger
Date.
SECTION K1.7 - MERGED PARTICIPANT
"Merged Participant" shall include an Acme Participant.
SECTION K1.8 - MERGER DATE
"Merger Date" shall mean January 1, 1999 which is the date
that the Acme Plan merged into the Plan.
SECTION K1.9 - PARTICIPANT
"Participant" shall include
(a) each Acme Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Acme Plan but for the merger of the Acme Plan into
the Plan if the Eligible Employee satisfied the eligibility conditions
which applied under the Acme Plan.
SECTION K1.10 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Acme Participant shall include
all years of vesting service under the Acme Plan that such Acme Participant had
accrued prior to the Merger Date calculated in accordance with Section 1.62.
<PAGE>
ARTICLE KIX
WITHDRAWALS AND LOANS
SECTION K9.3 - OPTION TO WITHDRAW
(d) Each Merged Participant may elect, subject to the Rules of
the Plan, to withdraw all or part of his or her Vested Acme Employer
Contributions Account in cash or, with respect to any portion of such Account
invested in the Company Stock Fund, in whole shares of Company Stock (and the
equivalent of any fractional share distributed in cash) unless the Merged
Participant elects to receive all of such amount in cash, valued as of the last
Valuation Date; provided, however, that the Merged Participant may not withdraw
the value of contributions made to his or her Acme Employer Contributions
Account within the previous two years, unless he or she has completed at least
60 months of participation in the Plan and the Acme Plan.
K-3
<PAGE>
SUPPLEMENT L
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Magna Graphic, Inc.
401(k) Plan and Trust (the "Magna Plan") into the Plan, effective as of the
Merger Date (as defined below). This Supplement L shall apply solely to
Participants (as defined below).
ARTICLE LI
DEFINITIONS
SECTION L1.1 - ACCOUNTS
"Accounts" of a Magna Participant shall also include his or
her accounts established pursuant to the Magna Plan.
SECTION L1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his wages and all other payments of
compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(ii) excluding bonuses,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION L1.3 - HOUR OF SERVICE
(d) Hours of Service of a Magna Participant shall include all
hours that such Participant had accrued under the Magna Plan prior to the Merger
Date.
SECTION L1.4 - MAGNA PARTICIPANT
"Magna Participant" shall include each participant in the
Magna Plan on the Merger Date for whom the Company maintains Magna Accounts
under the Plan.
<PAGE>
SECTION L1.5 - MAGNA PLAN
"Magna Plan" shall mean the Magna Graphic, Inc. 401(k) Plan
and Trust which was merged into the Plan, effective as of the Merger Date.
SECTION L1.6 - MERGED PARTICIPANT
"Merged Participant" shall include an Magna Participant.
SECTION L1.7 - MERGER DATE
"Merger Date" shall mean January 1, 1999 which is the date
that the Magna Plan merged into the Plan.
SECTION L1.8 - PARTICIPANT
"Participant" shall include
(a) each Magna Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Magna Plan but for the merger of the Magna Plan into
the Plan if the Eligible Employee satisfied the eligibility conditions
which applied under the Magna Plan.
SECTION L1.9 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Magna Participant shall include
all years of vesting service under the Magna Plan that such Magna Participant
had accrued prior to the Merger Date calculated in accordance with Section 1.62.
ARTICLE LV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION L5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Sections 17.4(a) and 5.5(b), each
Participant who is an Active Participant who made contributions to his or her
Deferred Compensation Account for the Payday in question shall share in any
Company contribution made pursuant to Section 4.1(b) to his or her Matching
Account in an amount which is equal to 2 1/2 times of his or her Deferred
Compensation for the Payday in question up to a maximum contribution of 5 % of
his or her Compensation; provided, however, that the Administrator may, in its
discretion, change the rate of Company contributions to Matching Accounts
(including a determination not to make such contributions), upon notification to
Participants prior to the beginning of the period for which such changes apply.
L-2
<PAGE>
SUPPLEMENT M
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Century Graphics
Corporation Retirement Savings Plan (the "Century Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement M shall
apply solely to Participants (as defined below).
ARTICLE MI
DEFINITIONS
SECTION M1.1 - ACCOUNTS
"Accounts" of a Century Participant shall also include his or
her accounts established pursuant to the Century Plan including his or her
Century Personal Contributions Account, if any.
SECTION M1.2 - CENTURY PARTICIPANT
"Century Participant" shall include each participant in the
Century Plan on the Merger Date for whom the Company maintains Century Accounts
under the Plan.
SECTION M1.3 - CENTURY PLAN
"Century Plan" shall mean the Century Graphics Corporation
Retirement Savings Plan which was merged into the Plan, effective as of the
Merger Date.
SECTION M1.4 - CENTURY PERSONAL CONTRIBUTIONS ACCOUNT
"Century Personal Contributions Account" shall mean the
individual Account in the Plan established for a Merged Participant as of the
Merger Date which consists of after-tax contributions made by such Merged
Participant prior to January 1, 1991 under the Century Plan pursuant to Section
3.14 thereof. Century Personal Contributions Accounts are classified as Vested
Merged Accounts.
SECTION M1.5 - COMPENSATION
For purposes of Articles III and AV, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") and as described in Treas. Reg. Section
1.415-2(d)(11)(i)
(a) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b)
<PAGE>
(b) excluding any amount payable as moving expenses
which is includible on the Participant's Form W-2,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION M1.6 - HOUR OF SERVICE
(d) Hours of Service of a Century Participant shall include
all hours that such Participant had accrued under the Century Plan prior to the
Merger Date.
SECTION M1.7 - MERGED PARTICIPANT
"Merged Participant" shall include a Century Participant.
SECTION M1.8 - MERGER DATE
"Merger Date" shall mean April 1, 1999 which is the date that
the Century Plan merged into the Plan.
SECTION M1.9 - PARTICIPANT
"Participant" shall include
(a) each Century Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Century Plan but for the merger of the Century Plan
into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Century Plan.
SECTION M1.10 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Century Participant shall
include all years of vesting service under the Century Plan that such Century
Participant had accrued prior to the Merger Date calculated in accordance with
Section 1.62.
M-2
<PAGE>
ARTICLE MV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION M5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
Except as provided in Sections 17.4(a), 5.5, each Participant
who deferred Compensation under the Plan for the Plan Year in question shall
share in any Company contributions made pursuant to Section 4.1(b), if any, to
his or her Matching Account in an amount which is equal to 10 % of his or her
Deferred Compensation for such Plan Year up to 6 % of his or her Compensation
during the Plan Year; provided, however, that the Administrator may, in its
discretion, change the rate of Company contributions to Matching Accounts
(including a determination not to make such contributions), upon notification to
Participants prior to the beginning of the period for which the changes apply.
ARTICLE MIX
WITHDRAWALS AND LOANS
SECTION M9.6 - WITHDRAWAL OF CENTURY PERSONAL CONTRIBUTIONS ACCOUNTS
(a) Subject to subsection (b), a Participant may make
withdrawals from all or any part of his Century Personal Contributions Account
upon request to the Administrator or its delegate in accordance with the Rules
of the Plan.
(b) The amount of such withdrawal shall be reduced by any
outstanding loan which is secured by his or her Accounts pursuant to Section
9.5.
M-3
<PAGE>
SUPPLEMENT N
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Dittler Brothers,
Incorporated Deferred Compensation Plan (the "Dittler Plan") into the Plan,
effective as of the Merger Date (as defined below). This Supplement N shall
apply to Participants (as defined below).
ARTICLE NI
DEFINITIONS
SECTION N1.1 - ACCOUNTS
"Accounts" of a Dittler Participant shall also include his or
her Dittler Accounts.
SECTION N1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3)(401(k)
plans), 402(h) or 403(b), and
(ii) excluding bonuses, overtime, commissions and
reimbursement or other expense allowances, fringe benefits, moving
expenses and welfare benefits,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION N1.3 - DITTLER ACCOUNTS
"Dittler Accounts" of a Merged Participant shall include his
or her Dittler Elective Deferrals Account, his or her Dittler Matching 401(k)
Contributions Account, his or her Dittler Personal Contributions Account, his or
her Dittler Rollover Contributions Account and his or her Dittler Employer
Contributions Account.
SECTION N1.4 - DITTLER ELECTIVE DEFERRALS ACCOUNT
"Dittler Elective Deferrals Account shall mean the individual
account in the Plan established for a Merged Participant as of the Merger Date
which consists of contributions of the Company (and any predecessor company) to
the Merged Participant's Elective Deferrals Account established pursuant to the
Dittler Plan in accordance with Sections 3.4 and 3.8.1
<PAGE>
thereof and Article IIIA of the Adoption Agreement pursuant to the Plan. Dittler
Elective Deferrals Accounts are classified as Vested Merged Accounts. A Merged
Participant's Dittler Elective Deferrals Account is a sub-account of his or her
Deferred Compensation Account.
SECTION N1.5 - DITTLER EMPLOYER CONTRIBUTIONS ACCOUNT
"Dittler Employer Contributions Account" shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) to the Merged Participant's Employer Contributions Account established
pursuant to the Dittler Plan in accordance with Sections 3.1 and 3.8.2 thereof
and Article IVA of the Adoption Agreement pursuant to the Plan. Dittler Employer
Contributions Accounts are classified as Non-Vested Merged Accounts.
SECTION N 1.6 - DITTLER MATCHING 401(K) CONTRIBUTIONS ACCOUNT
"Dittler Matching 401(k) Contributions Account" shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) to the Merged Participant's Matching 401(k) Contributions Account
established pursuant to the Dittler Plan in accordance with Section 3.5 and
3.8.4 thereof and Article IIIB of the Adoption Agreement pursuant to the Plan.
Dittler 401(k) Matching Contributions Accounts are classified as Non-Vested
Merged Accounts.
SECTION N1.7 - DITTLER PERSONAL CONTRIBUTIONS ACCOUNT
"Dittler Personal Contributions Account" shall mean the
individual Account in the Plan established for a Merged Participant as of the
Merger Date which consists of after-tax contributions made by such Merged
Participant under the Dittler Plan. Dittler Personal Contributions Accounts are
classified as Vested Merged Accounts.
SECTION N1.8 - DITTLER ROLLOVER CONTRIBUTIONS ACCOUNT
"Dittler Rollover Contributions Account" shall mean shall mean
the individual Account in the Plan established for a Merged Participant as of
the Merger Date which consists of contributions of the Merged Participant to
such Participant's Rollover Contributions Account established pursuant to the
Dittler Plan in accordance with Sections 3.03 and 3.8.9 thereof. Dittler
Rollover Contributions Accounts are classified as Vested Merged Accounts. A
Merged Participant's Dittler Rollover Contributions Account is a sub-account of
his or her Rollover Account.
SECTION N1.9 - DITTLER PARTICIPANT
"Dittler Participant" shall include each participant in the
Dittler Plan on the Merger Date for whom the Company maintains Dittler Accounts
under the Plan.
N-2
<PAGE>
SECTION N1.10 - DITTLER PLAN
"Dittler Plan" shall mean the Dittler Brothers Incorporated
Deferred Compensation Plan which was merged into the Plan, effective as of the
Merger Date.
SECTION N1.11 - HOUR OF SERVICE
(d) Hours of Service of a Dittler Participant shall include
all hours that such Participant had accrued under the Dittler Plan prior to the
Merger Date.
SECTION N1.12 - MERGED PARTICIPANT
"Merged Participant" shall include an Dittler Participant.
SECTION N1.13 - MERGER DATE
"Merger Date" shall mean April 15, 1999 which is the date
that the Dittler Plan merged into the Plan.
SECTION N1.14 - PARTICIPANT
"Participant" shall include
(a) each Dittler Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Dittler Plan but for the merger of the Dittler Plan
into the Plan if the Eligible Employee satisfied the eligibility
conditions which applied under the Dittler Plan.
SECTION N1.15 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Dittler Participant shall
include all years of vesting service under the Dittler Plan that such Dittler
Participant had accrued prior to the Merger Date calculated in accordance with
Section 1.62.
ARTICLE NII
ELIGIBILITY
SECTION N2.1 - REQUIREMENTS FOR PARTICIPATION
(b) Except as provided in subsections (c) and (d), each other
Eligible Employee shall become a Participant as soon as administratively
feasible after attaining his or her eighteenth birthday and completion of the
following:
(i) if classified by the Company as a full-time
Employee, on his or her first Hour of Service, or
N-3
<PAGE>
(ii) if not classified as a full-time Employee, then
after completing a computation period consisting of
a the twelve consecutive month period
beginning on the date of his or her first Hour of Service in
which he or she had at least one thousand Hours of Service, or
b a Plan Year beginning on or after the date
of his or her first Hour of Service in which he or she had at
least one thousand Hours of Service.
(c) Any Participant whose participation terminates shall again
become a Participant effective as soon as administratively feasible following
his or her first subsequent Hour of Service as an Eligible Employee.
(d) A former Employee who was not an Eligible Employee on the
date on which he or she first met all other eligibility requirements set forth
in subsection (b) shall become a Participant effective as soon as
administratively feasible following his or her first subsequent Hour of Service
as an Eligible Employee.
ARTICLE NV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION N5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Sections 17.4(a) and 5.5, each
Participant who deferred Compensation under the Plan for the Payday in question
shall share in any Company contributions made pursuant to Section 4.1(b), if
any, to his or her Matching Account in an amount which is equal to 50 % of his
or her Deferred Compensation for such Payday up to 5 % of his or her
Compensation; provided, however, that the Administrator may, in its discretion,
change the rate of Company contributions to Matching Accounts (including a
determination not to make such contributions), upon notification to Participants
prior to the beginning of the period for which the changes apply.
ARTICLE NVIII
VESTING OF INTERESTS
SECTION N8.1 - VESTING OF ACCOUNTS
(b) The Vested portion of a Participant's Matching Account and
Non-Vested Merged Accounts, if any, shall be the percentage of such Accounts
shown on the following table:
N-4
<PAGE>
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
------------------------ -----------------
<S> <C>
less than 5 0%
5 (or more) 100%
</TABLE>
ARTICLE NIX
WITHDRAWALS AND LOANS
SECTION N9.6 - WITHDRAWALS FROM DITTLER PERSONAL CONTRIBUTIONS ACCOUNTS
(a) Subject to subsection (b), a Participant may make
withdrawals from his or her Dittler Personal Contributions Account from time to
time as permitted by the Rules of the Plan.
(b) The amount of such withdrawal shall be reduced by any
outstanding loan which is secured by his or her Accounts pursuant to Section
9.5.
ARTICLE NXI
BENEFITS UPON RETIREMENT
SECTION N11.3 - DISTRIBUTION OF ACCOUNTS
Distributions shall be made in cash or, only with respect to
the Merged Participant's Dittler Accounts, distributions may be made in cash or
in kind or part in cash and part in kind, as elected by the Merged Participant.
ARTICLE NXII
BENEFITS UPON DEATH
SECTION N12.2 - DISTRIBUTION ON DEATH
Distributions shall be made in cash or, with respect to the
deceased Merged Participant's Dittler Accounts, distributions may be made in
cash or in kind or part in cash and part in kind, as elected by the deceased
Merged Participant's Beneficiary.
N-5
<PAGE>
ARTICLE NXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION N13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
Distributions shall be made in cash or, with respect to the
Merged Participant's Dittler Accounts, distributions may be made in cash or in
kind or part in cash and part in kind, as elected by the Merged Participant.
N-6
<PAGE>
SUPPLEMENT O
TO
WORLD COLOR PRESS, INC.
401(K) PLAN
This Supplement contains provisions which modify and
supplement the Plan in order to effectuate the merger of the Dittler Brothers,
Incorporated Deferred Compensation Plan for Union Employees (the "Dittler Union
Plan") into the Plan, effective as of the Merger Date (as defined below). This
Supplement O shall apply solely to Participants (as defined below).
ARTICLE OI
DEFINITIONS
SECTION O1.1 - ACCOUNTS
"Accounts" of a Dittler Union Participant shall also include
his or her Dittler Union Accounts.
SECTION O1.2 - COMPENSATION
For purposes of Articles III and V, "Compensation" of a
Participant for any Plan Year shall mean his or her wages and all other payments
of compensation for that Plan Year as reported on Form W-2 (currently entitled
"wages, tips, other compensation") as described in Treas. Reg. Section
1.415-2(d)(11)(i),
(i) including amounts not includable in gross income
by reason of Code Sections 125 (cafeteria plans), 402(e)(3) (401(k)
plans), 402(h) or 403(b), and
(ii) excluding bonuses, overtime, commissions and
reimbursement or other expense allowances, fringe benefits, moving
expenses and welfare benefits,
but in no event greater than $150,000 (adjusted for increases in the cost of
living described in Code Section 401(a)(17)).
SECTION O1.3 - DITTLER UNION ACCOUNTS
"Dittler Union Accounts" of a Dittler Union Participant shall
include his or her Dittler Union Elective Deferrals Account, his or her Dittler
Union Matching 401(k) Contributions Account, his or her Dittler Union Personal
Contributions Account and his or her Dittler Union Rollover Contributions
Account.
SECTION O1.4 - DITTLER UNION ELECTIVE DEFERRALS ACCOUNT
"Dittler Union Elective Deferrals Account shall mean the
individual account in the Plan established for a Merged Participant as of the
Merger Date which consists of contributions of the Company (and any predecessor
company) to the Merged Participant's
<PAGE>
Elective Deferrals Account established pursuant to the Dittler Union Plan in
accordance with Sections 3.4 and 3.8.1 thereof and Article IIIA of the Adoption
Agreement pursuant to the Plan. Dittler Union Elective Deferrals Accounts are
classified as Vested Merged Accounts. A Merged Participant's Dittler Union
Elective Deferrals Account is a sub-account of his or her Deferred Compensation
Account.
SECTION O1.5 - DITTLER UNION MATCHING 401(K) CONTRIBUTIONS ACCOUNT
"Dittler Union Matching 401(k) Contributions Account" shall
mean the individual account in the Plan established for a Merged Participant as
of the Merger Date which consists of contributions of the Company (and any
predecessor company) to the Merged Participant's Matching 401(k) Contributions
Account established pursuant to the Dittler Union Plan in accordance with
Section 3.5 and 3.8.4 thereof and Article IIIB of the Adoption Agreement
pursuant to the Plan. Dittler Union 401(k) Matching Contributions Accounts are
classified as Non-Vested Merged Accounts.
SECTION O1.6 - DITTLER UNION PERSONAL CONTRIBUTIONS ACCOUNT
"Dittler Union Personal Contributions Account" shall mean the
individual Account in the Plan established for a Merged Participant as of the
Merger Date which consists of after-tax contributions made by such Merged
Participant under the Dittler Union Plan. Dittler Union Personal Contributions
Accounts are classified as Vested Merged Accounts.
SECTION O1.7 - DITTLER UNION ROLLOVER CONTRIBUTIONS ACCOUNT
"Dittler Union Rollover Contributions Account" shall mean
shall mean the individual Account in the Plan established for a Merged
Participant as of the Merger Date which consists of contributions of the Merged
Participant to such Participant's Rollover Contributions Account established
pursuant to the Dittler Union Plan in accordance with Sections 3.03 and 3.8.9
thereof. Dittler Union Rollover Contributions Accounts are classified as Vested
Merged Accounts. A Merged Participant's Dittler Union Rollover Contributions
Account is a sub-account of his or her Rollover Account.
SECTION O1.8 - DITTLER UNION PARTICIPANT
"Dittler Union Participant" shall include each participant in
the Dittler Union Plan on the Merger Date for whom the Company maintains Dittler
Union Accounts under the Plan.
SECTION O1.9 - DITTLER UNION PLAN
"Dittler Union Plan" shall mean the Dittler Brothers
Incorporated Deferred Compensation Plan for Union Employees which was merged
into the Plan, effective as of the Merger Date.
O-2
<PAGE>
SECTION O1.10 - HOUR OF SERVICE
(d) Hours of Service of a Dittler Union Participant shall
include all hours that such Participant had accrued under the Dittler Union Plan
prior to the Merger Date.
SECTION O1.11 - MERGED PARTICIPANT
"Merged Participant" shall include an Dittler Union
Participant.
SECTION O1.12 - MERGER DATE
"Merger Date" shall mean April 15, 1999 which is the date
that the Dittler Union Plan merged into the Plan.
SECTION O1.13 - PARTICIPANT
"Participant" shall include
(a) each Dittler Participant, and
(b) each Eligible Employee who becomes a Participant
subsequent to the Merger Date and would have been eligible to
participate in the Dittler Union Plan but for the merger of the Dittler
Union Plan into the Plan if the Eligible Employee satisfied the
eligibility conditions which applied under the Dittler Union Plan.
SECTION O1.14 - YEARS OF VESTING SERVICE
Years of Vesting Service of a Dittler Union Participant shall
include all years of vesting service under the Dittler Union Plan that such
Dittler Union Participant had accrued prior to the Merger Date calculated in
accordance with Section 1.62.
ARTICLE OII
ELIGIBILITY
SECTION O2.1 - REQUIREMENTS FOR PARTICIPATION
(b) Except as provided in subsections (c) and (d), each other
Eligible Employee shall become a Participant as soon as administratively
feasible after attaining his or her eighteenth birthday and completion of the
following:
(i) if classified by the Company as a full-time
Employee, on his or her first Hour of Service, or
(ii) if not classified as a full-time Employee, then
after completing a computation period consisting of
O-3
<PAGE>
A the twelve consecutive month period
beginning on the date of his or her first Hour of Service in
which he or she had at least one thousand Hours of Service, or
B a Plan Year beginning on or after the date
of his or her first Hour of Service in which he or she had at
least one thousand Hours of Service.
(c) Any Participant whose participation terminates shall again
become a Participant effective as soon as administratively feasible following
his or her first subsequent Hour of Service as an Eligible Employee.
(d) A former Employee who was not an Eligible Employee on the
date on which he or she first met all other eligibility requirements set forth
in subsection (b) shall become a Participant effective as soon as
administratively feasible following his or her first subsequent Hour of Service
as an Eligible Employee.
ARTICLE OV
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION O5.3 - ALLOCATION OF COMPANY CONTRIBUTIONS
(b) Except as provided in Sections 17.4(a) and 5.5, each
Participant who deferred Compensation under the Plan for the Payday in question
shall share in any Company contributions made pursuant to Section 4.1(b), if
any, to his or her Matching Account in an amount which is equal to 50 % of his
or her Deferred Compensation for such Payday up to 3 % of his or her
Compensation; provided, however, that the Administrator may, in its discretion,
change the rate of Company contributions to Matching Accounts (including a
determination not to make contributions), upon notification to Participants
prior to the beginning of the period for which the changes apply.
ARTICLE OVIII
VESTING OF INTERESTS
SECTION O8.1 - VESTING OF ACCOUNTS
(b) The Vested portion of a Participant's Matching Account and
Non-Vested Merged Accounts, if any, shall be the percentage of such Accounts
shown on the following table:
<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE VESTED PERCENTAGE
------------------------ -----------------
<S> <C>
less than 5 0%
5 (or more) 100%
</TABLE>
O-4
<PAGE>
ARTICLE OIX
WITHDRAWALS AND LOANS
SECTION O9.6 - WITHDRAWALS FROM DITTLER UNION PERSONAL CONTRIBUTIONS ACCOUNTS
(a) Subject to subsection (b), a Participant may make
withdrawals from his or her Dittler Union Personal Contributions Account from
time to time as permitted by the Rules of the Plan.
(b) The amount of such withdrawal shall be reduced by any
outstanding loan which is secured by his or her Accounts pursuant to Section
9.5.
ARTICLE OXI
BENEFITS UPON RETIREMENT
SECTION O11.3 - DISTRIBUTION OF ACCOUNTS
Distributions shall be made in cash or, only with respect to
the Merged Participant's Dittler Union Accounts, distributions may be made in
cash or in kind or part in cash and part in kind, as elected by the Merged
Participant.
ARTICLE OXII
BENEFITS UPON DEATH
SECTION O12.2 - DISTRIBUTION ON DEATH
Distributions shall be made in cash or, with respect to the
deceased Merged Participant's Dittler Union Accounts, distributions may be made
in cash or in kind or part in cash and part in kind, as elected by the Merged
Participant's Beneficiary.
ARTICLE OXIII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION O13.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
Distributions shall be made in cash or, with respect to the
Merged Participant's Dittler Union Accounts, distributions may be made in cash
or in kind or part in cash and part in kind, as elected by the Merged
Participant.
O-5
<PAGE>
FIFTH AMENDMENT TO
THE ALDEN PRESS PROFIT-SHARING PLAN
(AS RESTATED DECEMBER 31, 1984)
<PAGE>
FIFTH AMENDMENT TO
THE ALDEN PRESS PROFIT-SHARING PLAN
(AS RESTATED DECEMBER 31, 1984)
TABLE OF CONTENTS
<TABLE>
<CAPTION>
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Preamble ...............................................................................................,.1
ARTICLE I
DEFINITIONS .............................................................................................2
Section 1.1 - General....................................................................................2
Section 1.2 - Accounts...................................................................................2
Section 1.3 - Active Participant.........................................................................2
Section 1.4 - Administrator..............................................................................2
Section 1.5 - Annual Addition............................................................................2
Section 1.6 - Bargaining Unit............................................................................3
Section 1.7 - Beneficiary................................................................................3
Section 1.8 - Board......................................................................................4
Section 1.9 - Break in Service Year......................................................................4
Section 1.10 - Code......................................................................................4
Section 1.11 - Company; Company Affiliate................................................................4
Section 1.12 - Compensation..............................................................................4
Section 1.13 - Contribution Percentage...................................................................5
Section 1.14 - Direct Rollover...........................................................................5
Section 1.15 - Disability Retirement.....................................................................5
Section 1.16 - Disability Retirement Date................................................................6
Section 1.17 - Distributee...............................................................................6
Section 1.18 - Division..................................................................................6
Section 1.19 - Election Period...........................................................................6
Section 1.20 - Eligible Employee.........................................................................7
Section 1.21 - Eligible Retirement Plan..................................................................7
Section 1.22 - Eligible Rollover Distribution............................................................7
Section 1.23 - Employee..................................................................................8
Section 1.24 - ERISA.....................................................................................8
Section 1.25 - Highly Compensated Employee...............................................................8
Section 1.26 - Hour of Service..........................................................................10
Section 1.27 - Investment Fund..........................................................................12
Section 1.28 - Joint and Survivor Annuity...............................................................12
Section 1.29 - Leveling Method..........................................................................12
Section 1.30 - Military Leave...........................................................................13
Section 1.31 - Normal Retirement........................................................................13
Section 1.32 - Normal Retirement Date...................................................................13
Section 1.33 - Participant..............................................................................13
Section 1.34 - Personal Contributions Account...........................................................13
Section 1.35 - Plan.....................................................................................14
Section 1.36 - Plan Representative......................................................................14
Section 1.37 - Plan Year................................................................................14
Section 1.38 - Profit-Sharing Account...................................................................14
Section 1.39 - Qualified Account........................................................................14
Section 1.40 - Rules of the Plan........................................................................14
Section 1.41 - Separation from the Service..............................................................14
Section 1.42 - Spousal Consent..........................................................................15
</TABLE>
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<TABLE>
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Section 1.43 - Spouse; Surviving Spouse.................................................................15
Section 1.44 - Statutory Compensation...................................................................15
Section 1.45 - Trust....................................................................................16
Section 1.46 - Trust Agreement..........................................................................16
Section 1.47 - Trust Fund...............................................................................16
Section 1.48 - Trustee..................................................................................16
Section 1.49 - Vested...................................................................................17
Section 1.50 - Year of Vesting Service..................................................................17
ARTICLE II
ELIGIBILITY.............................................................................................17
Section 2.1 - Requirements for Participation............................................................17
Section 2.2 - Notice of Participation...................................................................18
Section 2.3 - Enrollment Form...........................................................................18
Section 2.4 - Inactive Status...........................................................................18
ARTICLE III
CONTRIBUTIONS OF PARTICIPANTS...........................................................................19
Section 3.1 - Voluntary Personal Contributions..........................................................19
Section 3.2 - Change, Commencement, Discontinuance or
Resumption of Personal Contributions......................................................19
Section 3.3 - Withholding of Personal Contributions.....................................................19
Section 3.4 - Personal Contributions Account............................................................19
Section 3.5 - Deposit in Trust..........................................................................19
Section 3.6 - Contribution Percentage Fail-Safe Provisions..............................................20
Section 3.7 - Withdrawals Permitted.....................................................................21
Section 3.8 - Withdrawals Prohibited....................................................................21
ARTICLE IV
CONTRIBUTIONS OF THE COMPANY............................................................................21
Section 4.1 - Determination of Annual Contribution......................................................21
Section 4.2 - Maximum Annual Contribution...............................................................21
Section 4.3 - Contribution Date.........................................................................21
ARTICLE V
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES..................................................22
Section 5.1 - Profit-Sharing Account; Qualified Account.................................................22
Section 5.2 - Allocation of Company Contributions.......................................................22
Section 5.3 - Allocation of Forfeitures.................................................................22
ARTICLE VI
INVESTMENT OF ACCOUNTS..................................................................................23
Section 6.1 - Investment Options........................................................................23
Section 6.2 - Description of Investment Funds...........................................................23
</TABLE>
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<TABLE>
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Section 6.3 - Effect of Non-Election....................................................................23
ARTICLE VIII
VALUATION OF THE TRUST FUND AND ACCOUNTS................................................................24
Section 7.1 - Determination of Values...................................................................24
Section 7.2 - Allocation of Values......................................................................24
Section 7.3 - Applicability of Account Values...........................................................24
ARTICLE VIII
VESTING OF INTERESTS....................................................................................25
Section 8.1 - Vesting of Accounts.......................................................................25
Section 8.2 - Additional Vesting of Accounts............................................................25
ARTICLE IX
EMPLOYMENT AFTER NORMAL RETIREMENT DATE.................................................................25
Section 9.1 - Continuation of Employment................................................................25
Section 9.2 - Continuation of Participation.............................................................26
Section 9.3 - Mandatory In-Service Distributions........................................................26
ARTICLE X
BENEFITS UPON RETIREMENT................................................................................26
Section 10.1 - Normal or Disability Retirement..........................................................26
Section 10.2 - Rights Upon Normal or Disability Retirement..............................................26
Section 10.3 - Distribution of Accounts.................................................................26
Section 10.4 - Determination of Value of Accounts.......................................................29
ARTICLE XI
BENEFITS UPON DEATH.....................................................................................30
Section 11.1 - Designation of Beneficiary...............................................................30
Section 11.2 - Distribution on Death....................................................................30
Section 11.3 - Determination of Value of Accounts.......................................................32
Section 11.4 - Spouse's Election of Other Payment Methods...............................................32
Section 11.5 - Payments to Beneficiaries................................................................32
Section 11.6 - Explanation of Qualified Preretirement
Survivor Annuity.........................................................................33
ARTICLE XII
BENEFITS UPON RESIGNATION OR DISCHARGE..................................................................34
Section 12.1 - Distributions on Resignation or Discharge................................................34
Section 12.2 - Determination of Value of Accounts.......................................................35
Section 12.3 - Forfeitures..............................................................................36
Section 12.4 - Restoration of Forfeitures...............................................................36
</TABLE>
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<TABLE>
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ARTICLE XIII
<S> <C>
TOP-HEAVY PROVISIONS....................................................................................37
Section 13.1 - Top-Heavy Determination..................................................................37
Section 13.2 - Minimum Benefits.........................................................................40
Section 13.3 - Vesting .................................................................................40
Section 13.4 - Limitation on Benefits...................................................................41
ARTICLE XIV
ADMINISTRATIVE PROVISIONS...............................................................................42
Section 14.1 - Duties and Powers of the Administrator...................................................42
Section 14.2 - Expenses of Administration...............................................................42
Section 14.3 - Payments.................................................................................43
Section 14.4 - Statement to Participants................................................................43
Section 14.5 - Inspection of Records....................................................................43
Section 14.6 - Claims Procedure.........................................................................44
Section 14.7 - Conflicting Claims.......................................................................45
Section 14.8 -Effect of Delay or Failure to Ascertain
Amount Distributable or to Locate
Distributee...............................................................................45
Section 14.9 - Service of Process.......................................................................46
Section 14.10 - Limitations Upon Powers of the Administrator............................................46
Section 14.11 - Effect of Administrator Action..........................................................46
Section 14.12 - Direct Rollovers........................................................................46
Section 14.13 - Assignments, etc., Prohibited;
Distributions Pursuant to Qualified
Domestic Relations Orders...............................................................46
ARTICLE XV
TERMINATION, DISCONTINUANCE, AMENDMENT, MERGER, ADOPTION OF PLAN........................................47
Section 15.1 - Termination of Plan; Discontinuance of
Contributions............................................................................47
Section 15.2 - Amendment of Plan........................................................................48
Section 15.3 - Retroactive Effect of Plan Amendment.....................................................48
Section 15.4 - Consolidation or Merger; Adoption of Plan by Other Companies.............................48
ARTICLE XVI
MISCELLANEOUS PROVISIONS................................................................................49
Section 16.1 - Purchase of Annuities....................................................................49
Section 16.2 - Identification of Fiduciaries............................................................49
Section 16.3 - Allocation of Fiduciary Responsibilities.................................................50
Section 16.4 - Limitation on Rights of Employees........................................................50
Section 16.5 - Limitation on Annual Additions; Treatment of Otherwise Excessive Allocations.............51
</TABLE>
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<TABLE>
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Section 16.6 - Governing Law............................................................................52
Section 16.7 - Genders and Plurals......................................................................52
Section 16.8 - Titles...................................................................................52
Section 16.9 - References...............................................................................53
Section 16.10 - Use of Trust Funds......................................................................53
</TABLE>
<PAGE>
FIFTH AMENDMENT TO
THE ALDEN PRESS PROFIT-SHARING PLAN
(AS RESTATED DECEMBER 31, 1984)
The Alden Printing Company (formerly named Alden Press, Inc.),
a corporation organized under the laws of the State of Delaware and a
wholly-owned subsidiary of The Alden Press Company), by resolution of its Board
of Directors adopted on June 30, 1964, adopted the Alden Press, Inc. Employees'
Profit Sharing Plan (the "Plan") for the exclusive benefit of its eligible
employees, effective as of June 30, 1964. The Plan has been restated on July 1,
1974, December 31, 1976, and December 31, 1984, and further amended effective
January 1, 1985, January 1, 1987, January 1, 1989, and May 17, 1989.
World Color Press, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), acquired substantially all the
stock of The Alden Press Company and merged The Alden Press Company with and
into The Alden Printing Company on May 7, 1993, on February 15, 1994 merged The
Alden Printing Company with and into the Company, and on December ___, 1994
adopted this Fifth Amendment to the Alden Press Profit-Sharing Plan (as Restated
December 31, 1984) which also renames the Plan as the "Alden Press
Profit-Sharing Plan" for the exclusive benefit of eligible employees in the
Alden Press Division of the Company, effective as of January 1, 1987, except as
otherwise provided in Exhibt 1 hereto. This amendment to the Plan constitutes a
complete amendment, restatement and continuation of the Plan.
The purposes of the Plan are:
(1) To permit Participants to share in the Company's
success.
(2) To stimulate and maintain among Participants a
sense of responsibility, cooperative effort and a sincere interest in
the progress and success of the Company.
(3) To increase the efficiency of Participants and to
encourage them to remain with the Company until retirement from active
service.
(4) To provide security for Participants by
establishing a plan under which each Participant's share of Company
contributions, his personal contributions and the earnings thereon will
be invested and accumulated to create a fund to benefit him in the
event of his disability or other termination of employment.
The Plan is a profit-sharing plan which is intended to comply
with the provisions of Sections 401, 402(a) and other applicable provisions of
the Internal Revenue Code, similar provisions of applicable state law, the
Employee Retirement
<PAGE>
Income Security Act of 1974, as amended and Section 7(e)(4) of the Fair Labor
Standards Act of 1938, as amended.
ARTICLE I
DEFINITIONS
SECTION 1.1 - GENERAL
Whenever any of the following terms is used in the Plan with
the first letter or letters capitalized, it shall have the meaning specified
below unless the context clearly indicates to the contrary.
SECTION 1.2 - ACCOUNTS
"Accounts" of a Participant or former Participant shall mean
his Profit-Sharing Account, his Qualified Account and his Personal Contributions
Account, if any, in the Trust Fund established in accordance with Sections
5.1(a), 5.1(b) and 3.4, respectively.
SECTION 1.3 - ACTIVE PARTICIPANT
"Active Participant" shall mean a Participant who is an
Employee and is not in a Bargaining Unit.
SECTION 1.4 - ADMINISTRATOR
"Administrator" shall mean World Color Press, Inc., acting
through its chief executive officer or his delegate.
SECTION 1.5 - ANNUAL ADDITION
"Annual Addition" of a Participant for the Plan Year in
question shall mean the sum of
(a) Company contributions and forfeitures allocated
to his Profit-Sharing Account and his Qualified Account for that Plan
Year,
(b) Company contributions and forfeitures allocated
to his accounts under all other qualified defined contribution plans,
if any, of the Company and any Company Affiliate for that Plan Year,
(c) his personal contributions under the Plan
(excluding any excess amounts distributed to him pursuant to Section
16.5(b)) and all other qualified defined contribution plans, if any, of
the Company and any Company Affiliate for that Plan Year, and
(d) Except for purposes of Section 16.5(a)(i), the
sum of
3
<PAGE>
(i) Company contributions allocated after
March 31, 1984 to an individual medical account as defined in
Code Section 415(l)(1), if any, which is maintained under a
qualified pension or annuity plan, and
(ii) Company contributions paid or accrued
for Plan Years ending after December 31, 1985, if any, and
allocated to the separate account of a Key Employee (as
defined in Section 13.1(b)(iv)) for the purpose of providing
post-retirement medical benefits,
whether or not such allocations or contributions have been distributed pursuant
to Sections 3.6, 3.7 or 9.3.
If, in a particular Plan Year, the Company contributes an
amount to a Participant's Accounts because of an erroneous forfeiture in a prior
Plan Year, or because of an erroneous failure to allocate amounts in a prior
Plan Year, the contribution shall not be considered an Annual Addition with
respect to the Participant for that particular Plan Year, but shall be
considered an Annual Addition for the Plan Year to which it relates. If the
amount so contributed in the particular Plan Year takes into account actual
investment gains attributable to the period subsequent to the Plan Year to which
the contribution relates, the portion of the total contribution which consists
of such gains shall not be considered as an Annual Addition for any Plan Year.
SECTION 1.6 - BARGAINING UNIT
"Bargaining Unit" shall mean a bargaining unit covered by a
collective bargaining agreement with the Company
(a) if retirement benefits were the subject of good
faith bargaining with respect to such agreement, and
(b) if such agreement does not provide for the
coverage under the Plan of Employees in such unit.
SECTION 1.7 - BENEFICIARY
"Beneficiary" shall mean a person or trust properly designated
by a Participant or a former Participant or a Surviving Spouse of any such
Participant to receive benefits, or such Participant's Spouse or heirs at law,
as provided in Article XI.
SECTION 1.8 - BOARD
4
<PAGE>
"Board" shall mean the Board of Directors of World Color
Press, Inc.
SECTION 1.9 - BREAK IN SERVICE YEAR
"Break in Service Year" of an Employee or former Employee
shall mean any Plan Year beginning on or after the date of his first Hour of
Service during which he did not have more than five hundred Hours of Service.
SECTION 1.10 - CODE
"Code" shall mean the Internal Revenue Code of 1986, as
amended.
SECTION 1.11 - COMPANY; COMPANY AFFILIATE
(a) "Company" shall mean World Color Press, Inc., any other
company which subsequently adopts the Plan as a whole or as to any one or more
divisions, in accordance with Section 15.4(c), and any successor company which
continues the Plan under Section 15.4(a).
(b) "Company Affiliate" shall mean any employer which, at the
time of reference, was, with the Company, a member of a controlled group of
corporations or trades or businesses under common control, or a member of an
affiliated service group, as determined under regulations issued by the
Secretary of the Treasury or his delegate under Code Sections 414(b), (c), (m)
and 415(h) and any other entity required to be aggregated with the Company
pursuant to regulations issued under Code Section 414(o).
SECTION 1.12 - COMPENSATION
(a) "Compensation" of a Participant for any Plan Year shall
mean his Statutory Compensation for such Plan Year excluding all reimbursements
or other expense allowances, fringe benefits (cash and noncash), moving
expenses, deferred compensation, and welfare benefits (including severance
benefits) (even if includable in gross income), but in no event greater than
$150,000 (adjusted for increases in the cost of living described in Code Section
401(a)(17) and, if the Plan Year is less than twelve months, such limit shall be
reduced to an amount equal to such limit multiplied by a fraction, the numerator
representing the number of months in the Plan Year and the denominator of which
is twelve).
(b) With respect to applicable family members of Participants
described in Section 1.25(c)(ii), the provisions of Code Section 414(q)(6), as
modified by Code Section 401(a)(17) shall apply.
(c) The Administrator may elect for any Plan Year and solely
for the purposes of Section 1.13 to include in
5
<PAGE>
Compensation of Participants that part thereof deferred under Code Section
401(k) plans and cafeteria plans.
SECTION 1.13 - CONTRIBUTION PERCENTAGE
(a) "Contribution Percentage" for a Plan Year shall mean, with
respect to eligible Participants who are Highly Compensated Employees as a group
and to eligible Participants who are not Highly Compensated Employees as a
group, the average of the decimal numbers obtained, as to each such Participant,
by dividing
(i) his allocations described in subsection (b), by
(ii) his Compensation for that portion of the Plan
Year during which he was eligible to contribute to his Personal
Contributions Account.
(b) The allocations described in this subsection are
(i) allocations to his Personal Contributions
Account, excluding any excess amounts distributed to him pursuant to
Section 16.5(b),
(ii) allocations to his Qualified Account to the
extent the Administrator elects to take such allocations into account
under Section 3.6.
(c) For purposes of this Section, all plans required to be
taken into account under Code Section 401(m)(2)(B) shall be treated as a single
plan.
(d) The Administrator may elect to limit Compensation of a
Participant taken into account for purposes of subsection (a)(ii) to amounts
received by him for that entire Plan Year; provided, however, that such
determination shall be applied uniformly to all Participants for the year in
question.
SECTION 1.14 - DIRECT ROLLOVER
"Direct Rollover" shall mean a payment by the Plan to an
Eligible Retirement Plan designated by a Distributee.
SECTION 1.15 - DISABILITY RETIREMENT
"Disability Retirement" of a Participant shall mean his
Separation from the Service authorized by the Administrator upon its finding,
based on competent medical evidence, that the Participant, as a result of mental
or physical disease or condition, will be permanently unable to discharge his
assigned duties.
SECTION 1.16 - DISABILITY RETIREMENT DATE
6
<PAGE>
"Disability Retirement Date" of a Participant shall mean the
date (prior to his Normal Retirement Date) fixed by the Administrator for his
Disability Retirement.
SECTION 1.17 - DISTRIBUTEE
"Distributee" shall mean a Participant or former Participant,
Surviving Spouse of a Participant or former Participant, or a Spouse or former
Spouse of a Participant or former Participant who is an alternate payee under a
"qualified domestic relations order," as defined in Code Section 414(p).
SECTION 1.18 - DIVISION
"Division" shall mean the Alden Press Division of World Color
Press, Inc.
SECTION 1.19 - ELECTION PERIOD
"Election Period" means:
(a) In the case of an election under Section 10.3(d)
to waive the Joint and Survivor Annuity, the period beginning 90 days
before the Participant's Normal Retirement Date and ending on the later
of
(i) the Participant's Normal Retirement Date
or
(ii) the sixtieth day after the mailing or
personal delivery to him of information he has
requested under Section 10.3(b)(ii).
(b) In the case of an election under Section 12.1(d)
to waive the Joint and Survivor Annuity, the period beginning on the
date of his Separation from the Service and ending on the latest of
(i) the date 90 days thereafter,
(ii) the date 90 days before payments in the
form of a joint and survivor annuity commence, or
(iii) the sixtieth day after the mailing or
personal delivery to him of information he has
requested under Section 12.1(b)(ii).
(c) In the case of an election under
7
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Section 11.2(b)(ii) to waive the Survivor Annuity,
(i) by a former Participant who has had a
Separation from the Service, the period which begins
on the date of his Separation from the Service and
ends on the date of his death, or
(ii) otherwise, the period which begins on
the first day of the Plan Year in which the
Participant attains age thirty-five and ends on the
date of his death.
SECTION 1.20 - ELIGIBLE EMPLOYEE
"Eligible Employee" shall mean an Employee who renders service
in the Division's administrative, clerical or sales departments and who is not
eligible to participate in any other qualified plan of the Company.
SECTION 1.21 - ELIGIBLE RETIREMENT PLAN
"Eligible Retirement Plan" shall mean an individual retirement
account (described in Code Section 408(a)), an individual retirement annuity
(described in Code Section 408(b)), an annuity plan (described in Code Section
403(a)), or a qualified trust (described in Code Section 401(a)), that will
accept a Distributee's Eligible Rollover Distribution; provided, however, that
in the case of an Eligible Rollover Distribution to a Distributee who is a
Surviving Spouse of a Participant or former Participant, an "Eligible Retirement
Plan" shall mean only an individual retirement account or an individual
retirement annuity.
SECTION 1.22 - ELIGIBLE ROLLOVER DISTRIBUTION
(a) Except as provided in subsection (b), "Eligible Rollover
Distribution" shall mean any distribution of all or any portion of a
Participant's or former Participant's Accounts to a Distributee.
(b) "Eligible Rollover Distribution" shall not mean any
distribution
(i) that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's
Beneficiary,
(ii) that is paid for a specified period of ten years
or more,
(iii) that is part of a series of
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distributions during a calendar year to the extent that such
distributions are expected to total less than $200 or a total lump sum
distribution which is equal to less than $200, as described in Temp.
Reg. Section 1.401(a)(31)-1T A-11,
(iv) to the extent such distribution is required
under Code Section 401(a)(9), or
(v) to the extent such distribution is not includable
in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
SECTION 1.23 - EMPLOYEE
"Employee" shall mean any person who renders services to the
Company in the status of an employee as the term is defined in Code Section
3121(d). Except as provided in subsection 1.25(d) and Section 1.26, "Employee"
shall not include leased employees treated as Employees of the Company or a
Company Affiliate pursuant to Code Sections 414(n) and 414(o).
SECTION 1.24 - ERISA
"ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.
SECTION 1.25 - HIGHLY COMPENSATED EMPLOYEE
(a) For any current Plan Year, a "Highly Compensated Employee,"
shall mean any Employee who
(i) was a five percent owner of the Company or a
Company Affiliate (within the meaning of Code Section 414(q)(3)),
(ii) had Statutory Compensation in excess of $75,000
(adjusted as described in Temp. Reg. ' 1.414(q)-1T A-3(c)),
(iii) had Statutory Compensation in excess of $50,000
(adjusted as described in Temp. Reg. ' 1.414(q)-1T A-3(c)) and was in
the group consisting of the top twenty percent of Employees (excluding
for such purpose such Employees described in Code Section 414(q)(8) and
Temp. Reg. ' 1.414(q)-1T A-9(b) as are excluded under the Rules of the
Plan) when ranked by Statutory Compensation for the Plan Year in
question, or
(iv) was an officer (within the meaning of Code
Sections 414(q)(1)(D) and 414(q)(5)) of the Company or a Company
Affiliate (not more than fifty Employees or, if lesser, the greater of
three
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Employees or ten percent of the Employees shall be treated as officers)
and
a had Statutory Compensation in excess of
$45,000 (adjusted as described in Code Section 414(q)(1)(D)),
or
b had the greatest Statutory Compensation
of any officer
and any former Employee, who during the Plan Year in which he Separated from the
Service, or during any Plan Year ending on or after his fifty-fifth birthday,
was described in subsection (a).
(b) For purposes of subsection (a), the Administrator has made
the "calendar year calculation election" pursuant to Temp. Reg. ' 1.414(q)-1T
Q&A-14(b).
(c) (i) For purposes of Section 1.13 and to the extent
required by Code Section 401(m) and regulations issued thereunder, which are
incorporated herein by this reference, any Employee who is, during the
previous or current Plan Year, a Spouse, or lineal ascendant or descendant
(or Spouse thereof or other family member as described in Temp. Reg. Section
1.414(q)-1T A-12) of any person described in paragraph (ii), shall not be
treated as a separate Employee and any contributions made to his Personal
Contributions Account under Article III shall be treated as if paid to the
person described in paragraph (ii).
(ii) A person is described in this paragraph in a Plan Year
if he is
a an Employee or former Employee who is or
was a five percent owner of the Company or a Company Affiliate
(within the meaning of Code Section 414(q)(3)),
or
b one of the ten Employees with the
greatest Statutory Compensation for such Plan Year. (The
determination of which Employees are among the ten with the
greatest Statutory Compensation shall be made prior to the
application of this subsection (c)).
(iii) The corrections under Section 3.6(b)(iv) of the
contributions of a Highly Compensated Employee described in this
subsection is accomplished according to the Leveling Method and such
excess amounts shall be allocated among the family members described
herein in proportion to such
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contributions of each such family member that are combined under
paragraph (i).
(d) For purposes of this Section, "Statutory Compensation"
shall include Compensation deferral amounts and other amounts required to be
taken into account pursuant to Code Section 414(q)(7)(B), and "Employee" shall
include leased Employees treated as Employees of the Company pursuant to Code
Section 414(n) or 414(o) and shall include Employees of a Company Affiliate, but
shall not include Employees on a leave of absence throughout the Plan Year, or
Employees who receive Statutory Compensation for the Plan Year in an amount less
than 50% of such Employee's average annual compensation for the three
consecutive calendar years preceding the Plan Year during which such Employee
received the greatest amount of Statutory Compensation.
SECTION 1.26 - HOUR OF SERVICE
(a) "Hour of Service" of an Employee (including a leased
employee pursuant to Code Sections 414(n) and (o)) shall mean the following:
(i) Each hour for which he is paid or entitled to
payment by the Company or a Company Affiliate for the performance of
services.
(ii) Each hour in or attributable to a period of time
during which he performs no duties (irrespective of whether he has had
a Separation from the Service) due to a vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty or
a leave of absence for which he is so paid or so entitled to payment by
the Company or a Company Affiliate, whether direct or indirect;
provided, however, that
a no more than five hundred and one Hours
of Service shall be credited under this paragraph to an
Employee on account of any such period; and
b no such hours shall be credited to an
Employee if attributable to payments made or due under a plan
maintained solely for the purpose of complying with applicable
workers' compensation, unemployment compensation or disability
insurance laws or to a payment which solely reimburses the
Employee for medical or medically related expenses incurred by
him.
(iii) Each hour for which he is entitled to back pay,
irrespective of mitigation of damages, whether awarded or agreed to by
the Company or a
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Company Affiliate.
(b) (i) Solely for the purposes of Section 1.9, an Hour of
Service shall also include each hour in or attributable to a Plan Year during
which the Employee performs no duties for the Company or a Company Affiliate
(irrespective of whether he has had a Separation from the Service) due to an
absence from work
a by reason of pregnancy of the Employee,
b by reason of the birth of a child of the
Employee,
c by reason of the placement of a child
with the Employee in connection with the adoption of such
child by the Employee, or
d for purposes of caring for such child for
a period beginning immediately following such birth or
placement,
subject, however, to the provisions of paragraphs (ii), (iii) and (iv),
below.
(ii) The hours described in paragraph (i) are
a the Hours of Service which otherwise
would normally have been credited to the Employee but for such
absence or
b in any case in which the Plan is unable
to determine such hours, eight Hours of Service per day of
such absence,
provided, however, that the total number of hours treated as Hours of
Service under paragraph (i) by reason of any such pregnancy or
placement shall not exceed five hundred and one.
(iii) The hours described in paragraph (ii) shall be
treated as Hours of Service under paragraph (i)
a only in the Plan Year in which the
absence from work for such reason or purpose begins if the
Employee would be prevented from incurring a Break in
Service Year in such Plan Year solely because of the
provisions of paragraphs (i) and (ii), or
b in any other case, in the
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immediately following Plan Year.
(iv) No credit for hours referred to in paragraphs (i),
(ii) and (iii) shall be given unless the Employee furnishes to the
Administrator such timely information as the Administrator may
reasonably require to establish
A that the absence from work is for a reason
or purpose referred to in paragraph (i), and
B the number of days for which there was
such an absence.
(c) Hours of Service under subsections (a)(ii) and (a)(iii)
shall be calculated in accordance with 29 C.F.R. ' 2530.200b-2(b). Each Hour of
Service shall be attributed to the Plan Year or initial eligibility year in
which it occurs except to the extent that the Company, in accordance with 29
C.F.R. ' 2530.200b-2(c), credits such Hour to another computation period under a
reasonable method consistently applied.
(d) The Hours of Service of an Employee occurring prior to
January 1, 1976 shall be determined by the Administrator from reasonably
accessible records by means of appropriate calculations and approximations or,
if such records are insufficient to make an appropriate determination, by
reasonable estimation.
SECTION 1.27 - INVESTMENT FUND
"Investment Fund" shall mean one of the investment funds of
the Trust Fund which is authorized by the Administrator at the time of
reference.
SECTION 1.28 - JOINT AND SURVIVOR ANNUITY
"Joint and Survivor Annuity" shall mean an annuity for the
life of the Participant with a survivor annuity for the life of his Surviving
Spouse for fifty percent of the amount of the annuity which is payable during
the joint lives of the Participant and his Spouse, and which is the actuarial
equivalent of an annuity for the life of the Participant.
SECTION 1.29 - LEVELING METHOD
"Leveling Method" shall mean the method of determining the
excess amounts under Section 3.6(a) under which the actual contribution ratio of
the Highly Compensated Employee with the highest actual contribution ratio shall
be reduced to the extent required to enable the Plan to satisfy Section 3.6(a)
or to cause such Highly Compensated Employee's actual contribution ratio to
equal the ratio of the Highly Compensated Employee with the next highest actual
contribution ratio. This process shall
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be repeated until Section 3.6(a) is satisfied.
SECTION 1.30 - MILITARY LEAVE
Any Employee who leaves the Company or a Company Affiliate
directly to perform service in the Armed Forces of the United States or in the
United States Public Health Service under conditions entitling him to
reemployment rights, as provided in the laws of the United States, shall, solely
for purposes of the Plan and irrespective of whether he is compensated by the
Company or a Company Affiliate during such period of service, be on Military
Leave. An Employee's Military Leave shall expire if such Employee voluntarily
resigns from the Company or such Company Affiliate during such period of service
or if he fails to make application for reemployment within the period specified
by such laws for the preservation of his reemployment rights.
SECTION 1.31 - NORMAL RETIREMENT
"Normal Retirement" of a Participant shall mean his Separation
from the Service upon his Normal Retirement Date, or after such date (except by
death) as permitted under Article IX.
SECTION 1.32 - NORMAL RETIREMENT DATE
"Normal Retirement Date" of a Participant shall mean the later
of
(a) the date of his sixty-fifth birthday, or
(b) the fifth anniversary of the date he commences
participation in the Plan,
or after such date as elected by the Participant but subject to Sections 9.3 and
10.3(e).
SECTION 1.33 - PARTICIPANT
"Participant" shall mean any person included in the Plan as
provided in Article II.
SECTION 1.34 - PERSONAL CONTRIBUTIONS ACCOUNT
"Personal Contributions Account" of a Participant shall mean
his individual account established in accordance with Section 3.4, consisting of
two sub-accounts, the "Pre-1987 Personal Contributions Sub-Account" (consisting
of allocations to his Personal Contributions Account made prior to January 1,
1987 including transfers thereto attributable to after-tax personal
contributions made prior to January 1, 1987 together with earnings thereon)
and the "Post-1986 Personal Contributions Sub-Account" (consisting of
allocations to his Personal Contributions Account made after December 31,
1986 including
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transfers thereto attributable to after-tax personal contributions made after
December 31, 1986 together with the earnings thereon).
SECTION 1.35 - PLAN
"Plan" shall mean the Alden Press Profit-Sharing Plan (as
Restated December 31, 1984).
SECTION 1.36 - PLAN REPRESENTATIVE
"Plan Representative" shall mean any person or persons
designated by the Administrator to function in accordance with the Rules of the
Plan.
SECTION 1.37 - PLAN YEAR
"Plan Year" shall be the taxable year of the Company
(presently January 1 through the last day of the following December), including
all such years prior to the adoption of the Plan.
SECTION 1.38 - PROFIT-SHARING ACCOUNT
"Profit-Sharing Account" of a Participant shall mean his
individual account established in accordance with Section 5.1(a).
SECTION 1.39 - QUALIFIED ACCOUNT
"Qualified Account" of a Participant shall mean his individual
account in the Trust Fund, if any, established in accordance with Section
5.1(b), pursuant to Section 3.6.
SECTION 1.40 - RULES OF THE PLAN
"Rules of the Plan" shall mean the rules adopted by the
Administrator pursuant to Section 14.1(a)(ii) for the administration,
interpretation or application of the Plan.
SECTION 1.41 - SEPARATION FROM THE SERVICE
(a) "Separation from the Service" of an Employee shall mean
his resignation from or discharge by the Company or a Company Affiliate, or his
death, Normal or Disability Retirement but not his transfer among the Company
and Company Affiliates.
(b) A leave of absence or sick leave authorized by the Company
or a Company Affiliate in accordance with established policies, a vacation
period, a temporary layoff for lack of work or a Military Leave shall not
constitute a Separation from the Service; provided, however, that
(i) continuation upon a temporary layoff for lack of
work for a period in excess of three
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months shall be considered a discharge effective as of the commencement
of the third month of such period, and
(ii) failure to return to work upon expiration of any
leave of absence, sick leave, Military Leave or vacation or within
three days after recall from a temporary layoff for lack of work shall
be considered a resignation effective as of the commencement of any
such leave of absence, sick leave, vacation, temporary layoff or
Military Leave.
SECTION 1.42 - SPOUSAL CONSENT
"Spousal Consent" to an election, designation or other action
of a Participant, shall mean the written consent thereto of the Spouse of the
Participant, witnessed by a Plan Representative or a notary public, which
acknowledges the effect of such election on the rights of the Spouse. If Spousal
Consent is given to a Beneficiary designation, such designation must state the
specific nonspouse Beneficiary and optional form of benefit and such designation
may not be changed without further Spousal Consent unless the prior Spousal
Consent expressly permits such changes without the necessity of further Consent.
Spousal Consent shall be deemed to have been obtained if it is established to
the satisfaction of the Plan Representative that it cannot actually be obtained
because there is no Spouse, or because the Spouse could not be located, or
because of such other circumstances as the Secretary of the Treasury by
regulation may prescribe. Any Spousal Consent shall be effective only with
respect to the Spouse in question.
SECTION 1.43 - SPOUSE; SURVIVING SPOUSE
(a) "Spouse" or "Surviving Spouse" of a Participant or former
Participant shall mean the spouse to whom he was married on the earlier of
(a) the date of distribution of his Accounts under Sections
3.7 or 9.3 or Articles X or XII, or
(b) the date of his death;
provided, however, to the extent required by a qualified domestic relations
order issued in accordance with Code Section 414(p), a former Spouse shall be
treated as a Spouse or Surviving Spouse.
SECTION 1.44 - STATUTORY COMPENSATION
"Statutory Compensation" of a Participant for any Plan Year
shall mean his total taxable remuneration received from the Company and all
Company Affiliates in that Plan Year for services rendered as an Employee,
exclusive of
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(a) Company and Company Affiliate contributions to a
deferred compensation plan (to the extent includable in the
Participant's gross income solely by reason of Code Section 415) or to
a simplified employee pension plan (to the extent deductible by the
Participant) and any distribution from a deferred compensation plan
(other than an unfunded, non-qualified plan),
(b) amounts realized from the exercise of a
non-qualified stock option or taxable by reason of restricted property
becoming freely tradable or free of a substantial risk of forfeiture,
as described in Code Section 83,
(c) amounts realized from the sale, exchange or other
disposition of stock acquired under a qualified stock option and
(d) other amounts which receive special tax benefits
such as Company or Company Affiliate contributions toward the purchase
of an annuity contract described in Code Section 403(b) (whether or not
excludable from the Participant's gross income).
SECTION 1.45 - TRUST
"Trust" shall mean the trust established pursuant to the Trust
Agreement.
SECTION 1.46 - TRUST AGREEMENT
"Trust Agreement" shall mean that certain Trust Agreement
Pursuant to the Alden Press, Inc. Employees' Profit Sharing Trust, providing for
the investment and administration of the Trust Fund. By this reference, the
Trust Agreement is incorporated herein.
SECTION 1.47 - TRUST FUND
"Trust Fund" shall mean the fund established under the Trust
Agreement by contributions made by the Company and Participants pursuant to the
Plan and from which any distributions under the Plan are to be made. It shall be
composed of separate Investment Funds as permitted under the Rules of the Plan.
SECTION 1.48 - TRUSTEE
"Trustee" shall mean the Trustee under the Trust Agreement.
SECTION 1.49 - VESTED
"Vested," when used with reference to a Participant's
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Accounts, shall mean non-forfeitable.
SECTION 1.50 - YEAR OF VESTING SERVICE
"Year of Vesting Service" of an Employee shall mean a Plan
Year during which he completed at least one thousand Hours of Service, excluding
all such Plan Years ending
(a) before any portion of his Profit-Sharing Account
has become Vested and before five consecutive Break in Service Years,
or
(b) before the adoption of the Plan.
ARTICLE II
ELIGIBILITY
SECTION 2.1 - REQUIREMENTS FOR PARTICIPATION
(a) Except as provided in subsections (b) and (c), any other
person who on January 1, 1987, or on any subsequent June 30 or December 31
(i) is an Eligible Employee,
(ii) has completed
a the twelve consecutive month period
beginning on the date of his first Hour of Service in which he
had at least one thousand Hours of Service, or
b a Plan Year beginning on or after the
date of his first Hour of Service in which he had at least one
thousand Hours of Service,
(iii) is not employed in a Bargaining Unit, and
(iv) has attained his eighteenth birthday,
shall become a Participant on such day.
(b) Any Participant whose participation terminates shall again
become a Participant effective as of his first subsequent Hour of Service as an
Eligible Employee in a position or classification which is not within a
Bargaining Unit.
(c) A former Eligible Employee who was not an Eligible
Employee on the first June 30 or December 31 on which he first met all other
eligibility requirements shall become a
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Participant effective as of his first subsequent Hour of Service as an Eligible
Employee in a position or classification which is not within a Bargaining Unit.
SECTION 2.2 - NOTICE OF PARTICIPATION
On or before the date on which an Employee becomes a
Participant, the Administrator shall give him written notice thereof.
SECTION 2.3 - ENROLLMENT FORM
The Administrator shall provide an enrollment form on which
the Participant should set forth
(a) his name, date of birth, name of Spouse and other
such relevant information,
(b) his consent that he, his successors in interest
and assigns and all persons claiming under him shall, to the extent
consistent with applicable law, be bound by the statements contained
therein and the provisions of the Plan and Trust Agreement as they now
exist and as they may be amended from time to time, and
(c) his statement as to whether he elects to make
contributions to his Personal Contributions Account in accordance with
Section 3.1, his selection of the amount of his contributions within
the limits of Section 3.1 and, in such case, his authorization to the
Company to withhold such amounts from his Compensation and pay the same
to the Trust Fund in accordance with Sections 3.3 and 3.5.
SECTION 2.4 - INACTIVE STATUS
(a) A Participant who is transferred directly to a Company
Affiliate or to a position or classification which is within a Bargaining Unit
or outside the Division shall thereupon cease to be an Active Participant.
(b) All provisions of the Plan shall otherwise continue to
apply to such Participant, except that he shall not make personal contributions
under Article III or share in allocations under Article V and Section 16.5 while
he is not an Active Participant.
(c) If such a Participant is retransferred to a position or
classification with the Division and which is not within a Bargaining Unit, he
shall thereupon again be an Active Participant, may again make personal
contributions under Article III and share in allocations under Article V and
Section 16.5.
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ARTICLE III
CONTRIBUTIONS OF PARTICIPANTS
SECTION 3.1 - VOLUNTARY PERSONAL CONTRIBUTIONS
(a) Each Participant may contribute any specified amount not
in excess of ten percent of his Compensation to his Personal Contributions
Account for each payroll period during which he is an Active Participant.
However, he shall not knowingly contribute an amount which would make his Annual
Addition for the Plan Year in question exceed the limitations of Section
16.5(a).
(b) If any amount is contributed hereunder inadvertently
making the Participant's Annual Addition exceed the maximum permissible amount
for the Plan Year in question, the provisions of Section 16.5 shall apply.
(c) The Administrator may establish rules for making personal
contributions and may permit Active Participants to make direct contributions to
their Personal Contributions Accounts.
SECTION 3.2 - CHANGE, COMMENCEMENT, DISCONTINUANCE OR
RESUMPTION OF PERSONAL CONTRIBUTIONS
A Participant may elect to change his rate of contributions
within the limits of Section 3.1, or commence, discontinue or resume
contributions under Section 3.1. Such elections shall be made in accordance with
the Rules of the Plan.
SECTION 3.3 - WITHHOLDING OF PERSONAL CONTRIBUTIONS
A Participant's contributions to his Personal Contributions
Account under Section 3.1(a) shall be withheld each payroll period from his
Compensation, or paid to the Plan in any other method approved by the Plan
Administrator.
SECTION 3.4 - PERSONAL CONTRIBUTIONS ACCOUNT
The Administrator shall maintain a Personal Contributions
Account for each Participant contributing to the Plan. To this Account shall be
credited his contributions, debited his withdrawals and debited or credited
investment gains and losses and Annual Addition adjustments.
SECTION 3.5 - DEPOSIT IN TRUST
A Participant's contributions shall be transmitted to the
Trustee as of the earliest date on which such contributions can reasonably be
segregated from the general assets of his employer, but not later than ninety
days from the date in which
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withheld or received and shall be invested by the Trustee in accordance with
Article VII.
SECTION 3.6 - CONTRIBUTION PERCENTAGE FAIL-SAFE PROVISIONS
(a) For each Plan Year, the Contribution Percentage with
respect to Participants who are Highly Compensated Employees, shall be
(i) not more than 125 percent of, or
(ii) not more than two percentage points higher than,
and not more than twice,
the Contribution Percentage for such Plan Year with respect to Participants who
are not Highly Compensated Employees, or such other amount as may be required by
Treasury Regulations under Code Section 401(m)(9).
(b) In order to achieve the result described in subsection (a)
(and notwithstanding Sections 5.2 and 5.3), as of the end of each Plan Year, the
Administrator shall take or cause to be taken any of the following actions, in
the order selected by the Administrator, and to the extent necessary:
(i) To the extent permitted by Code Section
401(a)(4), amounts otherwise to be credited under Sections 5.2 and 5.3
to Profit-Sharing Accounts for such Plan Year shall be credited instead
to Qualified Accounts of the Participants in question.
(ii) To the extent permitted by Code Section
401(a)(4) and Treas. Reg. Section 1.401(m)-1(b)(5) (which are
incorporated herein by this reference), the Company may make an
additional contribution to the Qualified Accounts of certain
Participants which contribution shall be allocated to Participants
in inverse order of Compensation received in the Plan Year in
question (lowest compensated Participant receiving the first
allocation) with each Participant who receives an allocation
receiving the maximum allocation permitted by Code Section 415
before any Participant with greater Compensation receives any
allocation, until such contribution is fully allocated.
(iii) Prior to the end of the following Plan Year,
certain amounts described in Section 1.13(b) (and any income thereon
earned to the date of distribution or forfeiture computed in a
consistent and reasonable manner in accordance with Section 7.2 and
Code Section 401(a)(iv)) for Highly Compensated Employees shall be
reduced according to the Leveling Method and, to the extent Vested,
shall be distributed to Participants who are Highly Compensated
Employees
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with respect to whom the reduction is made.
SECTION 3.7 - WITHDRAWALS PERMITTED
(a) Subject to subsection (b), a Participant may make
withdrawals from his Personal Contributions Account from time to time as
permitted by the Rules of the Plan.
(b) If the entire amount credited to a Participant's Accounts
exceeds $3,500, a Participant may not make a withdrawal under subsection (a)
without Spousal Consent thereto.
SECTION 3.8 - WITHDRAWALS PROHIBITED
Except as provided in Sections 3.6, 3.7 and 9.3, no
distribution shall be made to any Participant from his Qualified Account or any
other Account prior to his Separation from the Service.
ARTICLE IV
CONTRIBUTIONS OF THE COMPANY
SECTION 4.1 - DETERMINATION OF ANNUAL CONTRIBUTION
It is the intention of the Company to make recurring and
substantial contributions to the Plan for allocation among Participants'
Profit-Sharing Accounts. However, the Company in its sole and absolute
discretion reserves the right to fix the amount, if any, of its contribution.
SECTION 4.2 - MAXIMUM ANNUAL CONTRIBUTION
The Company's contribution for any Plan Year shall not exceed
the maximum amount deductible by the Company for such Plan Year under Code
Section 404(a)(3)(A) and, in any event, shall be less than that amount which
would initially result in an Annual Addition of any Participant which exceeds
the maximum permissible amount under Section 16.5(a).
SECTION 4.3 - CONTRIBUTION DATE
(a) The Company's contribution for any Plan Year shall be made
on or before the date upon which the Company's federal income tax return is due
(including extensions thereof) for its taxable year coinciding with such Plan
Year and shall be transmitted to the Trustee and held in the Trust Fund.
(b) If the Company makes such contribution after the end of
the Plan Year for which the contribution is made,
(i) the Company shall notify the Trustee in writing
that the contribution is made for such Plan
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Year,
(ii) the Company shall claim such payment as a
deduction on its federal income tax return for its taxable year
coinciding with such Plan Year, and
(iii) the Administrator and the Trustee shall treat
the payment as a contribution by the Company to the Trust actually made
on the last day of such taxable year.
ARTICLE V
PARTICIPATION IN COMPANY CONTRIBUTIONS AND FORFEITURES
SECTION 5.1 - PROFIT-SHARING ACCOUNT; QUALIFIED ACCOUNT
(a) The Administrator shall maintain a Profit-Sharing Account for
each Participant to which shall be credited the amounts allocated thereto under
Sections 5.2 and 5.3 and to which shall be debited or credited the amounts
determined under Sections 7.2 and 16.5.
(b) The Administrator shall maintain a Qualified Account for each
Participant to which shall be credited the amounts allocated thereto under
Section 3.6 and to which shall be debited or credited amounts determined under
Sections 7.2 and 16.5.
SECTION 5.2 - ALLOCATION OF COMPANY CONTRIBUTIONS
Except as provided in Section 16.5(a), persons who are Active
Participants at the end of, and who completed a Year of Vesting Service in, the
Plan Year in question shall share in the Company's contribution to the Plan for
such Plan Year in proportion to their Compensation received in such Plan Year.
The amount so allocated to each Participant shall then be credited to his
Profit-Sharing Account.
SECTION 5.3 - ALLOCATION OF FORFEITURES
Except as provided in Section 16.5(a), persons who are Active
Participants at the end of, and who completed a Year of Vesting Service in, the
Plan Year in question shall also share in amounts forfeited from Profit-Sharing
Accounts, Personal Contributions Accounts and Qualified Accounts under Sections
11.2(d)(iv), 12.3 and 14.8 in proportion to their Compensation received in such
Plan Year.
ARTICLE VI
INVESTMENT OF ACCOUNTS
23
<PAGE>
SECTION 6.1 - INVESTMENT OPTIONS
(a) As permitted under the Rules of the Plan and upon such
prior written notice to the Administrator as is required under the Rules of the
Plan, a Participant may elect
(i) effective upon becoming a Participant and as of
the dates set forth in the Rules of the Plan, to have contributions for
such Plan Year to his Accounts held and invested entirely in any one or
more Investment Funds in such proportions as are permitted under the
Rules of the Plan, or to change any prior such election, and/or
(ii) effective only as of the dates set forth in the
Rules of the Plan, to have his Accounts as then stated, held and
invested under any investment option or options available under
paragraph (i) (which option shall be the same option elected for
current contributions to his Accounts under paragraph (i)) or to change
any prior such election.
(b) Any such election under subsection (a)(i) shall remain in
effect until revoked or modified by the Participant. In case Accounts are
invested in more than one Investment Fund, changes in proportions due to
investment results shall not require any transfer of values between Investment
Funds unless the Participant so elects under subsection (a)(ii).
(c) Purchases and sales of assets in the Investment Funds as
required under this Section shall be made within a reasonable time after the
election made in subsection (a), and Participants' Accounts shall be adjusted to
reflect amounts actually realized or paid in such transactions.
SECTION 6.2 - DESCRIPTION OF INVESTMENT FUNDS
In making any investment election under Section 6.1, the
Participant's Accounts shall be held in one or more Investment Funds as directed
by the Administrator.
SECTION 6.3 - EFFECT OF NON-ELECTION
If a Participant fails or declines to make an election under
Section 6.1, the Participant's Accounts shall be held in one or more Investment
Funds as directed by the Administrator.
ARTICLE VIII
VALUATION OF THE TRUST FUND AND ACCOUNTS
SECTION 7.1 - DETERMINATION OF VALUES
24
<PAGE>
As of each business day in the Plan Year, the Administrator
shall determine the fair market value of each asset in each Investment Fund in
compliance with the principles of Section 3(26) of ERISA and regulations issued
pursuant thereto, based upon information reasonably available to it including
data from, but not limited to, newspapers and financial publications of general
circulation, statistical and valuation services, records of securities
exchanges, appraisals by qualified persons, transactions and bona fide offers in
assets of the type in question and other information customarily used in the
valuation of property for purposes of the Code. The value of any real property
held in the Trust Fund determined as of the end of any Plan Year shall be
considered to remain unchanged until the end of the following Plan Year. With
respect to securities for which there is a generally recognized market, the
published selling prices on or nearest to such valuation date shall establish
the fair market value of such security. Fair market value so determined shall be
conclusive for all purposes of the Plan and Trust.
SECTION 7.2 - ALLOCATION OF VALUES
The difference between the total value of each Investment
Fund, as determined under Section 7.1, and the total of the Accounts therein,
shall be allocated by the Administrator among such Accounts in proportion to
their respective average stated values during the period since the last
allocation of values hereunder, as determined under the Rules of the Plan, such
values and determinations being made without taking into account personal
contributions or Company contributions attributable to the quarterly or such
other period as provided under Section 7.1, ending on such valuation date or
allocations of forfeitures for the Plan Year under Article V; provided, however,
that gains and losses shall not be allocated with respect to amounts being held
in suspense under Section 16.5(b).
SECTION 7.3 - APPLICABILITY OF ACCOUNT VALUES
The value of an Account, as determined as of a given date
under this Article, plus any amounts subsequently credited thereto under
Sections 3.4, 3.6, 5.2, 5.3, 11.2(d)(iv), 12.4 and 16.5 and less any amounts
withdrawn under Sections 3.6, 3.7 and 9.3 or transferred to suspense under
Section 16.5(b), shall remain the value thereof for all purposes of the Plan and
Trust until revalued hereunder.
ARTICLE VIII
VESTING OF INTERESTS
SECTION 8.1 - VESTING OF ACCOUNTS
(a) Each Participant's interest in his Personal
25
<PAGE>
Contributions Account and his Qualified Account shall be Vested at all
times.
(b) Except as provided in Sections 8.2, 12.3(c) and 13.3, the
Vested portion of a Participant's Profit-Sharing Account shall be the
percentage of such Account shown on the following table:
<TABLE>
<CAPTION>
Years of Vesting Vested
Service Percentage
------- ----------
<S> <C>
less than 1 0%
1 5%
2 10%
3 20%
4 40%
5 60%
6 80%
7 (or more) 100%
</TABLE>
SECTION 8.2 - ADDITIONAL VESTING OF ACCOUNTS
The interest of a Participant in his Profit-Sharing Account
shall become fully Vested upon the earliest to occur of
(a) his death,
(b) his sixth-fifth birthday,
(c) his Disability Retirement Date, or
(d) the termination or discontinuation of the Plan
under Section 15.1
if he is then an affected Employee or employed by a Company Affiliate.
ARTICLE IX
EMPLOYMENT AFTER NORMAL RETIREMENT DATE
SECTION 9.1 - CONTINUATION OF EMPLOYMENT
(a) A Participant may, subject to Section 16.4, remain in the
employ of the Company or a Company Affiliate after attaining his Normal
Retirement Date.
(b) Notwithstanding subsection (a), the Company reserves the
right to require a Participant to retire in accordance with Section 12(c) of the
Age Discrimination in Employment Act of 1967, as amended and applicable state
law.
SECTION 9.2 - CONTINUATION OF PARTICIPATION
26
<PAGE>
A Participant retained in the employ of the Company as an
Eligible Employee not in a position or classification within a Bargaining Unit
after his Normal Retirement Date under Section 9.1 shall continue as an Active
Participant herein.
SECTION 9.3 - MANDATORY IN-SERVICE DISTRIBUTIONS
A Participant shall receive or commence the receipt of the
entire amount credited to his Accounts in accordance with Section 10.3(a), (d),
(e), (f), (g) and (h) on the April 1 following the end of the calendar year in
which he attains age seventy and one half, except as provided in Section
10.3(i).
ARTICLE X
BENEFITS UPON RETIREMENT
SECTION 10.1 - NORMAL OR DISABILITY RETIREMENT
Subject to the provisions of Section 9.1, a Participant shall
retire upon his Normal or Disability Retirement Date.
SECTION 10.2 - RIGHTS UPON NORMAL OR DISABILITY RETIREMENT
Upon a Participant's Normal or Disability Retirement, he shall
be entitled to receive the entire amount credited to his Accounts in accordance
with Section 10.3.
SECTION 10.3 - DISTRIBUTION OF ACCOUNTS
(a) Subject to subsections (d) and (e), on a Participant's
Normal or Disability Retirement Date, the entire amount credited to his Accounts
shall be applied to purchase
(i) if he is married, a Joint and Survivor Annuity,
or
(ii) if he is not married, a life annuity for his
benefit.
(b) At least nine months prior to his Normal Retirement Date,
each Participant who may be affected by this Section shall be furnished, by mail
or personal delivery (and consistent with such regulations as the Secretary may
prescribe), with
(i) a written explanation of the terms and conditions
of the Joint and Survivor Annuity, including
a the right of the Participant
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<PAGE>
to make, and the effect of, an election under subsection (d)
to waive the Joint and Survivor Annuity,
b the relative financial effect on his
Accounts of an election under subsection (d),
c the right of the Participant's Spouse
under subsection (d),
d the right of the Participant under
subsection (d) to revoke an election made under subsection (d)
and the effect thereof, and
(ii) a statement that the Administrator will furnish the
Participant upon his first written request within sixty days after the
mailing or personal delivery to him of the notice required under this
subsection, a detailed statement as to the financial effect upon his
Accounts of making an election under subsection (d).
(c) The items furnished under subsection (b) shall be written
in non-technical language with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the Participant or mailed to him (first class mail, postage
prepaid) within thirty days after receipt by the Administrator of such written
request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Participant described in subsection (a) elects during the applicable
Election Period with Spousal Consent to waive such annuity in accordance with
the Rules of the Plan, such Participant may elect to receive the entire amount
credited to his Accounts under one of the options available under subsection
(f). Any such election may be revoked or made again at any time during the
applicable Election Period.
(e) Notwithstanding subsections (a) and (d), if the entire
amount credited to a Participant's Accounts does not exceed $3,500 (and did not
exceed such amount under a prior distribution under Sections 3.7 and 9.3), such
Participant shall receive such amount in cash in one lump sum in accordance with
subsection (g).
(f) A Participant to whom subsection (d) applies may elect to
receive the entire amount credited to his Accounts under one of the following
options:
(i) Payment of such amount in one lump sum.
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<PAGE>
(ii) Payment of such amount directly from the Trust
Fund (as adjusted for gains and losses), in uniform annual or more
frequent installments of at least $100 (as to which the Participant (or
his Spouse, if applicable) may elect whether the recalculation rule of
Code Section 401(a)(9)(D) shall apply and provided, however, that the
first installment may be larger than the remaining installments) to
such Participant over a period not longer than the joint and last
survivor expectancy of him and his Spouse, if any, reasonably
determined from the expected return multiples prescribed in Treas. Reg.
Section 1.72-9, or, if he is not married, over a period not longer
than the lesser of
a the joint and last survivor expectancy of
him and his Beneficiary, reasonably determined from
the expected return multiples prescribed in Treas.
Reg. Section 1.72-9, or
b the period determined under Proposed
Treas. Reg. Section 1.401(a)(9)-2 A-4 which satisfies
the minimum distribution incidental benefit
requirement of Code Section 401(a)(9)(G),
provided, however, no period elected under this paragraph (ii) may be
longer than ten years;
and provided further, if such Participant fails to make such an election, his
Accounts shall be distributed as provided in paragraph (i).
(g) Distribution under subsection (a), (e) or (f) shall be
made or commence not later than the earliest of
(i) sixty days after the end of the Plan Year in
which such Normal Retirement or Disability Retirement occurs,
(ii) the April 1 following the calendar year in which
he attains age seventy and one half,
except as provided in subsection (h).
(h) At any time before a distribution under subsection (f) is
made or commences, the Participant may elect in accordance with the Rules of the
Plan to defer such distribution until such later date as he shall then or
subsequently specify, provided, however,
(i) such date shall be no later than the date
referred to in subsection (g)(ii), and
29
<PAGE>
(ii) if no such date is specified, such amount shall be
distributed in one lump sum on the date specified in subsection
(g)(ii).
(i) Notwithstanding subsection (h)(i) and (ii), for a
Participant who has made an election permitted under Section 242(b) of the Tax
Equity and Fiscal Responsibility Act of 1982 or who attained age seventy and one
half before January 1, 1988 and is not an owner (within the meaning of Code
Section 318) of five percent of the Company, the date referred to in subsection
(g)(ii) shall be the April 1 following the calendar year in which his Separation
from the Service occurs.
(j) Effective for calendar years beginning before January 1,
1989, in any election under subsection (h), the Participant shall specify a plan
of distribution under which more than half of the amount of his Accounts (as
adjusted for gains or losses under Section 7.2 and 7.3 or interest or gains and
losses under subsection (f)(ii)) will be distributed to him within his life
expectancy. Effective for calendar years beginning after December 31, 1988, in
any election under subsection (h), the entire amount credited to the
Participant's Accounts will be distributed in a manner which satisfies the
minimum distribution incidental death benefit requirements of Proposed Treas.
Reg. Section 1.401(a)(9)-2 (or any successor thereto).
SECTION 10.4 - DETERMINATION OF VALUE OF ACCOUNTS
(a) If a distribution is made under Section 10.3(g), the value
of the Participant's Accounts shall be determined as of the valuation date under
Article VII next following the Participant's retirement; provided, however, if
the distribution is made under Section 10.3(g)(ii), the value of the
Participant's Accounts shall be determined as of the valuation date under
Article VII which precedes the date specified in Section 10.3(g)(ii) by a period
of not less than 30 days or such longer period as is administratively necessary.
(b) If a distribution is made under Section 10.3(h), the value
of the Participant's Accounts shall be determined as of the valuation date under
Article VII next following the date elected by him under Section 10.3(h);
provided, however, if the distribution is made under Section 10.3(h)(i), the
value of the Participant's Accounts shall be determined as of the valuation date
under Article VII which precedes the date specified in Section 10.3(h)(i) by a
period of not less than 30 days or such longer period as is administratively
necessary.
ARTICLE XI
BENEFITS UPON DEATH
SECTION 11.1 - DESIGNATION OF BENEFICIARY
30
<PAGE>
Each Participant or former Participant or, within the limits
of Section 11.4(b), a Surviving Spouse of any such Participant, shall have the
right to designate, revoke and redesignate Beneficiaries hereunder. Subject to
Section 11.2, each Participant or former Participant may direct payment of the
Vested amount credited to his Accounts to such Beneficiaries. Designation,
revocation and redesignation of Beneficiaries must be made in writing in
accordance with the Rules of the Plan on a form provided by the Administrator
and shall be effective upon delivery to the Administrator.
SECTION 11.2 - DISTRIBUTION ON DEATH
(a) Subject to subsection (b), if a Participant or former
Participant dies before any distribution of his Accounts has been made or
commenced under Article X or XII or Section 15.1 and was married on the date of
his death, fifty percent of the Vested amount credited to his Accounts (as
determined under Section 8.2) shall be applied to purchase a qualified
preretirement survivor annuity for the life of his Surviving Spouse to whom he
was married throughout the 365-day period ending on the date of his death, if
any, which shall commence on a date specified by the Spouse which is not later
than the later of
(i) the first anniversary of the Participant's death, or
(ii) the date on which the Participant would have attained
age seventy and one half,
and the remainder of such Vested amount shall be paid, as described in Section
11.5, to the person or persons entitled thereto under subsection (d).
(b) Notwithstanding subsection (a),
(i) if the Vested amount credited to such Participant's
Accounts does not equal more than $7,000,
(ii) if such Participant when more than thirty-five years
of age, or such former Participant, elected to waive such preretirement
survivor annuity during the applicable Election Period in accordance
with the Rules of Plan and Spousal Consent was obtained thereto, or
(iii) if such Spouse, after the Participant's death, elects
in accordance with the Rules of the Plan to waive the survivor annuity
to which such Spouse is otherwise entitled,
fifty percent (or such lesser percentage as such Spouse may
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<PAGE>
consent to or may elect) of such Vested amount shall be paid to the Surviving
Spouse in one lump sum, not later than the first anniversary of the
Participant's death, unless another manner of payment is elected under Section
11.4, and the remainder of such Vested amount shall be paid, as described in
Section 11.5, to the person or persons entitled thereto under subsection (d).
Any election under paragraph (ii) may be revoked or made again at any time
during the applicable Election Period.
(c) Upon the death of a Participant or former Participant
(i) who was not married on the date of his death, or
(ii) who had not yet received the entirety of his
distribution from the Plan under Section 10.3(d),
the Vested amount credited to his Accounts or any remaining balance of his
distribution shall be paid, as described in Section 11.5, to the person or
persons entitled thereto under subsection (d).
(d) Amounts payable under subsections (b) and (c) shall be
paid to the person or persons of highest priority determined as follows:
(i) First, to his then surviving highest priority
Beneficiary or Beneficiaries, if any, who survive him by at least
thirty days.
(ii) Second, to his then Surviving Spouse, if any.
(iii) Third, to his then surviving heirs at law, if any, as
determined in the reasonable judgment of the Administrator under the
laws governing succession to personal property of the last jurisdiction
in which the Participant was a resident.
(iv) Fourth, to Participants in the Plan (to be
reallocated in accordance with Section 5.3).
(e) Members of a class shall cease to be entitled to benefits
upon the earlier of the Administrator's determination that no members of such
class exist or the Administrator's failure to locate any members of such class,
after making reasonable efforts to do so, within one year after the members of
that class became entitled to benefits hereunder had members existed.
SECTION 11.3 - DETERMINATION OF VALUE OF ACCOUNTS
For purposes of this Article, the value of a
32
<PAGE>
Participant's Accounts shall be that determined as of the valuation date under
Article VII next following the date of the death of the Participant unless the
distribution occurs prior to the next following valuation date, in which case,
such value shall be determined as of the valuation date under Article VII which
precedes the distribution date by a period of not less than 30 days or such
longer period as is administratively necessary.
SECTION 11.4 - SPOUSE'S ELECTION OF OTHER PAYMENT METHODS
(a) A Surviving Spouse who is entitled to a lump sum
distribution under Section 11.2(b)(ii) or (iii) may elect in accordance with the
Rules of the Plan and on a form provided by the Administrator that in lieu of an
immediate lump sum,
(i) payment may be deferred until the later of the dates
specified in subparagraphs (ii)a and b, or
(ii) payment shall be made under any installment option
then available under Section 10.3(f)(ii), provided, however, such
installments shall commence not later than the later of
a the first anniversary of the Participant's death,
or
b the date on which the Participant would have
attained age seventy and one half
and shall continue over a period not longer than the life expectancy
of such Surviving Spouse.
(b) If a Surviving Spouse dies before receiving the entire
distribution otherwise due under subsection (a), the balance of the distribution
shall be paid in one lump sum promptly to the Beneficiary designated by the
Surviving Spouse or, if none, to the then surviving person with the highest
priority under Section 11.2(d).
SECTION 11.5 - PAYMENTS TO BENEFICIARIES
(a) Amounts payable to any Beneficiary (or any other person
entitled thereto under Section 11.2(d)) shall be paid
(i) in one lump sum not later than the first anniversary of
the Participant's death, or
(ii) Subject to subsection (b) and if elected by the
Participant or former Participant on the form provided by the
Administrator for Beneficiary designations under any option available
under Section 10.3 as he shall designate on such form. If a
33
<PAGE>
Beneficiary receiving installment payments under this Section dies,
the balance then due shall be paid in cash in one lump sum to the then
surviving person with highest priority under Section 11.2(d).
(b) Any distribution under subsection (a)
(i) must be completed within five years of the
Participant's death, or
(ii) must be made over the life or life expectancy of such
Beneficiary (or person) with distributions commencing within one year
of the Participant's death.
(c) If payment has commenced prior to the Participant's death,
payment of the Participant's Accounts shall be made in such a manner that the
remaining interest is distributed at least as rapidly as under the method being
used as of the date of the Participant's death.
SECTION 11.6 - EXPLANATION OF QUALIFIED PRERETIREMENT
SURVIVOR ANNUITY
The Administrator shall provide a written explanation of the
qualified preretirement survivor annuity (as defined in Code Section 417(c)):
(a) to a Participant who is a Participant on his
thirty-second birthday, within the three Plan Year period commencing
with the Plan Year in which his thirty-second birthday occurs;
(b) to a Participant who becomes a Participant after
his thirty-second birthday, within the three Plan Year period
commencing with the Plan Year in which he becomes a Participant; and
(c) to a former Participant who has a Separation from
the Service prior to his thirty-second birthday, within one year of his
Separation from the Service,
or such longer period as is allowed under Code Section 417(a)(3).
ARTICLE XII
BENEFITS UPON RESIGNATION OR DISCHARGE
SECTION 12.1 - DISTRIBUTIONS ON RESIGNATION OR DISCHARGE
(a) Subject to subsections (d) and (e), if a
34
<PAGE>
Participant's Separation from the Service is due to resignation or discharge,
the Vested amount credited to his Accounts shall be applied to purchase
(i) if he is married, a Joint and Survivor Annuity, or
(ii) if he is not married, a life annuity for his benefit,
commencing, in either case, on a date not earlier than the Participant's
fifty-fifth birthday, and not later than the April 1 following the calendar year
of his attainment of age seventy and one half, as the Participant (and his
Spouse, if any,) shall specify in accordance with Rules of the Plan.
(b) At least nine months prior to the later of his fifty-fifth
birthday or the date he begins participation in the Plan, each Participant who
may be affected by this Section shall be furnished, by mail or personal delivery
(and consistent with such regulations as the actuary may prescribe), with
(i) a written explanation of the terms and conditions of
the Joint and Survivor Annuity, including
a the right of the Participant to make, and the
effect of, an election under subsection (d) to waive the Joint
and Survivor Annuity,
b the relative financial effect on his Accounts of an
election under subsection (d),
c the right of the Participant's Spouse under
subsection (d),
d the right of the Participant under
subsection (d) to revoke an election made under subsection (d)
and the effect thereof, and
(ii) a statement that the Administrator will furnish the
Participant upon his first written request within sixty days after the
mailing or personal delivery to him of the notice required under this
subsection, a detailed statement as to the financial effect upon his
Accounts of making an election under subsection (d).
(c) The items furnished under subsection (b) shall be written
in non-technical language, with the financial effects referred to being given in
terms of dollars per monthly payment. Such information shall be delivered
personally to the
35
<PAGE>
Participant or mailed to him (first class mail, postage prepaid) within thirty
days after receipt by the Administrator of such written request.
(d) Notwithstanding subsection (a) and subject to subsection
(e), if a Participant described in subsection (a) elects during the applicable
Election Period with Spousal Consent to waive such annuity in accordance with
the Rules of the Plan, such Participant shall receive the Vested amount credited
to his Accounts in cash in one lump sum payable on a date which he shall elect
in writing in accordance with Code Section 411(a)(11) but not later than the
April 1 following the calendar year of his attainment of age seventy and one
half. Any such election may be revoked or made again at any time during the
applicable Election Period.
(e) Notwithstanding subsections (a) and (d), if the Vested
amount credited to a Participant's Accounts does not exceed $3,500 (and did not
exceed such amount at the time of a prior distribution under Section 3.7 or
Section 9.3), such Participant shall receive such amount in cash in one lump sum
not later than the earlier of
(i) six months after the end of the Plan Year in which such
Separation from the Service occurs or
(ii) sixty days after the end of the Plan Year in which
his Normal Retirement Date occurs.
SECTION 12.2 - DETERMINATION OF VALUE OF ACCOUNTS
(a) If a distribution is made under Section 12.1(e), the value
of the Participant's Accounts shall be determined as of the valuation date under
Article VII next following the Participant's Separation from the Service.
(b) If a distribution is made under subsections 12.1(a) or
(d), the value of the Participant's Accounts shall be determined as of the
valuation date under Article VII next following the date elected by him under
subsections 12.1(a) or (d); provided, however, if the date elected by the
Participant is the April 1 following the calendar year of his attainment of age
seventy and one half, the value of his Accounts shall be determined as of the
valuation date under Article VII which precedes such date by a period of not
less than 30 days or such longer period as is administratively necessary.
SECTION 12.3 - FORFEITURES
(a) If a Participant has a Separation from the Service due to
resignation or discharge, the portion of his Profit-Sharing Account which is not
Vested shall be forfeited upon the earlier of his receipt of his distribution
under this Article or his completion of five consecutive Break in Service
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<PAGE>
Years. Pending reallocation under Section 5.3, forfeitures shall be held in
suspense and shall not be commingled with amounts held in suspense under Section
16.5(b).
(b) If a Participant has a Separation from the Service prior to
becoming Vested in any portion of his Profit-Sharing Account under subsection
8.1(b), a distribution shall be deemed to have occurred upon such Separation
from the Service for purposes of subsection (a).
(c) Subject to Article XIII, but notwithstanding the other
provisions of this Article and Section 8.1, if a Participant is discharged by,
or resigns from, a Company or a Company Affiliate before he has accrued five
Years of Vesting Service because of any act found by the Administrator in its
discretion to constitute an act of dishonesty, disclosure of confidential
information, or other misconduct which involves substantial loss or detriment to
a Company or a Company Affiliate, the entire Profit-Sharing Account of such
Participant, Vested and not Vested, shall be forfeited in accordance with
subsection (a).
SECTION 12.4 - RESTORATION OF FORFEITURES
If a Participant whose Profit-Sharing Account is not then
fully Vested
(a) has a Separation from the Service,
(b) suffers a forfeiture of the portion of such Account
which is not Vested,
(c) again becomes an Employee or employed by a
Company Affiliate before he has five consecutive Break in Service
Years, and
(d) repays to the Plan the full amount, if any,
distributed to him from such Account before the end of five consecutive
Break in Service Years commencing after his distribution, or, if
earlier, the fifth anniversary of his reemployment,
then the amount forfeited under Section 12.3 by such Participant shall be
restored to his Profit-Sharing Account, applying forfeitures pending
reallocation and Company contributions, in that order, as necessary.
ARTICLE XIII
TOP-HEAVY PROVISIONS
SECTION 13.1 - TOP-HEAVY DETERMINATION
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<PAGE>
(a) Solely in the event that this Plan ever becomes Top-Heavy,
as defined herein, the provisions of this Article shall apply.
(b) Solely for the purposes of this Article, the following
definitions shall be used:
(i) "Aggregation Group" shall mean
a each plan of the Company or a Company
Affiliate in which a Key Employee is a Participant (including
any such plan which has been terminated if such plan was
maintained by the Company or Company Affiliate within the last
five years ending on the Determination Date for the Plan Year
in question), and
b each other plan of the Company or a
Company Affiliate which enables any plan described in
paragraph A to meet the requirements of Code Section 401(a)(4)
or 410.
(ii) "Determination Date" shall mean, with respect to any
Plan Year, the last day of the preceding Plan Year, or in the case of
the first Plan Year, the last day of such Plan Year.
(iii) "Controlled Group Employee" shall mean any person who
renders services to the Company or a Company Affiliate in the status of
an employee as the term is defined in Code Section 3121(d).
(iv) "Key Employee" shall mean a Controlled Group
Employee, a former Controlled Group Employee or the Beneficiary of a
former Controlled Group Employee, if, in the Plan Year containing the
Determination Date or in any of the four preceding Plan Years, such
Controlled Group Employee or former Controlled Group Employee is or was
a an officer of the Company or a Company
Affiliate whose Statutory Compensation for the Plan Year in
question exceeds fifty percent of the amount in effect under
Code Section 415(b)(1)(A) (not more than fifty Controlled
Group Employees or, if less, the greater of three Controlled
Group Employees or ten percent of the Controlled Group
Employees shall be treated as officers),
b one of the ten Controlled Group Employees
owning (or considered as
38
<PAGE>
owning within the meaning of Code Section 318) both the
largest interest in the Company or a Company Affiliate and
more than one half of one percent interest therein and whose
Statutory Compensation for the Plan Year in question equals or
exceeds the amount in effect under Code Section 415(c)(1)(A);
provided, however, if two Controlled Group Employees have the
same interest in the Company or a Company Affiliate, the
Controlled Group Employee with the greater Statutory
Compensation for such Plan Year shall be treated as having the
larger interest,
c a five percent owner (within the meaning
of Code Section 416(i)(1)(B) and (C)) of the Company or a
Company Affiliate or a one percent owner (within the meaning
of Code Section 416(i)(1)(B) and (C)) of the Company or a
Company Affiliate whose Statutory Compensation for the Plan
Year in question exceeds $150,000.
(v) "Non-Key Employee" shall mean any Controlled Group
Employee who is not a Key Employee.
(vi) The Plan shall be Top-Heavy if, as of any
Determination Date, the aggregate of the Accounts (under this Plan and
such other plans as the Company elects to take into account under Code
Section 416(g)(2)(A)(ii)) of Key Employees exceeds sixty percent of the
aggregate of the Accounts for all Key Employees and Non-Key Employees.
In making this calculation as of a Determination Date,
a each Account balance as of the most
recent valuation date occurring within the Plan Year which
includes the Determination Date shall be determined,
b an adjustment for contributions due as
of the Determination Date shall be determined,
c the Account balance of any Controlled
Group Employee or former Controlled Group Employee shall be
increased by the aggregate distributions made during the
five-year period ending on the Determination Date with respect
to such Controlled Group Employee or former Controlled Group
Employee,
d the Account balance of
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1 any Non-Key Employee who was a Key
Employee for any prior Plan Year, and
2 any former Controlled Group
Employee who performed no services for the Company or
a Company Affiliate during the five-year period
ending on the Determination Date
shall be ignored, and
e if there have been any rollovers to or
from any Account, the balance of such Account shall be
adjusted, as required by Code Section 416(g)(4)(A).
Notwithstanding the foregoing, this Plan shall be Top-Heavy if, as of any
Determination Date, it is required by Code Section 416(g) to be included in an
Aggregation Group which is determined to be a Top-Heavy Group.
(vii) "Top-Heavy Group" shall mean any Aggregation Group
if, as of the Determination Date, the sum of
a the present value of the cumulative
accrued benefits for all Key Employees under all defined
benefit plans in such Aggregation Group, and
b the aggregate of the accounts of all Key
Employees under all defined contribution plans in such
Aggregation Group
exceeds sixty percent of a similar sum determined for all Key Employees
and Non-Key Employees.
(viii) "Statutory Compensation" shall have the meaning set
forth in Section 1.25(d).
SECTION 13.2 - MINIMUM BENEFITS
(a) For any Plan Year in which the Plan is Top-Heavy, the
total allocation to the Profit-Sharing Account and Qualified Account of any
Employee who is a Non-Key Employee at the end of such Plan Year and is
(i) entitled to an allocation
to such Account under Sections 5.2 and 5.3, or
(ii) not entitled to an allocation under such
Sections solely because he failed to
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complete one thousand Hours of Service during such Plan Year,
shall not be less than that determined under subsection (b).
(b) The allocation determined under this subsection shall be a
percentage of the Statutory Compensation of such Non-Key Employee which is not
less than the lesser of
(i) three percent, or
(ii) that percentage reflecting the ratio of
a the allocations under Sections 5.2
and 5.3 to
b Statutory Compensation (not in excess of
the limit in effect under Code Section 401(a)(17, as adjusted
for increases in the cost of living)
for the Key Employee with respect to whom such ratio is highest for
such Plan Year.
(c) An Employee described in subsection (a)(ii) shall be
treated as a Participant hereunder.
SECTION 13.3 - VESTING
(a) For any Plan Year in which the Plan is Top-Heavy, the
Vested percentage of the Profit-Sharing Account of each Participant who
completes an Hour of Service in such Plan Year shall be the percentage of such
Account shown on the following table:
Years of Vested
Vesting Service Percentage
--------------- ----------
less than 1 0%
1 5%
2 20%
3 40%
4 60%
5 80%
6 (or more) 100%
(b) The Vested percentage of a Participant's Profit-Sharing
Account shall be not less than the Vested percentage determined as of the last
day of the last Plan Year in which the Plan was not Top-Heavy.
(c) For any Plan Year in which the Plan is not Top-Heavy which
follows one or more Plan Years for which the Plan has been Top-Heavy, Article
VIII shall again become applicable
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as an amendment to the Plan; thus, each Participant who has had his Vested
percentage computed under subsection (a) and who has completed at least three
Years of Vesting Service shall be permitted to elect to have his Vested
percentage computed in accordance with subsection (a) for such Plan Year and any
subsequent Plan Year in which the Plan is no longer Top-Heavy. Such Participant
may make such election within an election period beginning no later than the
first day of the first Plan Year in which the Plan is no longer Top-Heavy and
ending no later than the later of
(i) the sixtieth day of such Plan Year,
or
(ii) a date which is sixty days after the day the
Participant is issued written notice of his right to make such
election by the Administrator.
SECTION 13.4 - LIMITATION ON BENEFITS
For any Plan Year in which the Plan is Top-Heavy,
(a) the denominator of both the defined benefit plan
fraction and the defined contribution plan fraction set forth in Code
Sections 415(e)(2)(B) and 415(e)(3)(B), respectively, shall be adjusted
by substituting 1.0 for 1.25, and
(b) the numerator of the "transition fraction"
described in Code Section 415(e)(6)(B)(i) shall be calculated by
substituting $41,500 for $51,875
but only to the extent required by Code Section 416(h).
ARTICLE XIV
ADMINISTRATIVE PROVISIONS
SECTION 14.1 - DUTIES AND POWERS OF THE ADMINISTRATOR
(a) The Administrator shall administer the Plan in accordance
with the Plan and ERISA and shall have full discretionary power and authority:
(i) to engage actuaries, attorneys, accountants,
appraisers, brokers, consultants, administrators, physicians or other
firms or persons and (with its officers, directors and Employees) to
rely upon the reports, advice, opinions or valuations of any such
persons except as required by law;
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(ii) to adopt Rules of the Plan that are not inconsistent
with the Plan or applicable law and to amend or revoke any such rules;
(iii) to construe the Plan and the Rules of the Plan;
(iv) to determine questions of eligibility and vesting of
Participants;
(v) to determine entitlement to allocations of
contributions and forfeitures and to distributions of Participants,
former Participants, Beneficiaries, and all other persons;
(vi) to make findings of fact as necessary to make any
determinations and decisions in the exercise of such discretionary
power and authority;
(vii) to appoint claims and review officials to conduct
claims procedures as provided in Section 14.6; and
(viii) to delegate any power or duty to any firm or person
engaged under paragraph (i) or to any other person or persons.
(b) Every finding, decision, and determination made by the
Administrator shall, to the full extent permitted by law, be final and binding
upon all parties, except to the extent found by a court of competent
jurisdiction to constitute an abuse of discretion.
SECTION 14.2 - EXPENSES OF ADMINISTRATION
(a) The Company shall indemnify and hold each Employee
functioning under Section 14.1(a) or person serving on an investment committee
established in accordance with the Trust Agreement harmless from all claims,
liabilities and costs (including reasonable attorneys' fees) arising out of the
good faith performance of his functions hereunder.
(b) The Company may obtain and provide for any such Employee
and investment committee member described in subsection (a), at the Company's
expense, liability insurance against liabilities imposed on him by law.
(c) The Plan shall pay reasonable administrative expenses of
the Plan, including, but not limited to, expenses of any such Employee and
investment committee member described in subsection (a) and legal fees incurred
for services related to the administration of the Plan (including the amending
of the Plan); provided, however, that the Company may elect, in its sole and
absolute discretion, to pay such administrative expenses from its own assets.
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SECTION 14.3 - PAYMENTS
In the event any amount becomes payable under the Plan to a
minor or a person who, in the sole judgment of the Administrator, is considered
by reason of physical or mental condition to be unable to give a valid receipt
therefor, the Administrator may direct that such payment be made to any person
found by the Administrator, in its sole judgment, to have assumed the care of
such minor or other person. Any payment made pursuant to such determination
shall constitute a full release and discharge of the Trustee, the Administrator
and the Company and their officers, directors, employees, owners, agents and
representatives.
SECTION 14.4 - STATEMENT TO PARTICIPANTS
Within one hundred eighty days after the end of each Plan
Year, the Administrator shall furnish to each Participant a statement setting
forth the value of his Accounts and the Vested percentages thereof and such
other information as the Administrator shall deem advisable to furnish.
SECTION 14.5 - INSPECTION OF RECORDS
Copies of the Plan and any other documents and records which a
Participant is entitled by law to inspect shall be open to inspection by such
Participant or such Participant's duly authorized representatives at any
reasonable business hour at the principal office of the Company, any Company
worksite at which at least fifty Employees regularly perform services and such
other locations as the Secretary of Labor may require.
SECTION 14.6 - CLAIMS PROCEDURE
(a) A claim by a Participant, former Participant, Beneficiary
or any other person shall be presented to the claims official appointed by the
Administrator in writing within the maximum time permitted by law or under the
regulations promulgated by the Secretary of Labor or his delegate pertaining to
claims procedures.
(b) The claims official shall, within a reasonable time,
consider the claim and shall issue his determination thereon in writing.
(c) If the claim is granted, the appropriate distribution or
payment shall be made from the Trust Fund or by the Company.
(d) If the claim is wholly or partially denied, the claims
official shall, within ninety days (or such longer period as may be reasonably
necessary), provide the claimant with written notice of such denial, setting
forth, in a manner calculated to be understood by the claimant
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(i) the specific reason or reasons for such denial,
(ii) specific references to pertinent Plan provisions on
which the denial is based,
(iii) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and
(iv) an explanation of the Plan's claim review procedure.
(e) The Administrator shall provide each claimant with a
reasonable opportunity to appeal the claims official's denial of a claim to a
review official (appointed by the Administrator in writing) for a full and fair
review. The claimant or his duly authorized representative
(i) may request a review upon written application to the
review official (which shall be filed with it),
(ii) may review pertinent documents, and
(iii) may submit issues and comments in writing.
(f) The review official may establish such time limits within
which a claimant may request review of a denied claim as are reasonable in
relation to the nature of the benefit which is the subject of the claim and to
other attendant circumstances but which, in no event, shall be less than sixty
days after receipt by the claimant of written notice of denial of his claim.
(g) The decision by the review official upon review of a claim
shall be made not later than sixty days after his receipt of the request for
review, unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible, but
not later than one hundred twenty days after receipt of such request for review.
(h) The decision on review shall be in writing and shall
include specific reasons for the decision written in a manner calculated to be
understood by the claimant with specific references to the pertinent Plan
provisions on which the decision is based.
(i) The claims official and the review official shall have
full discretionary power and authority to construe the Plan and the Rules of the
Plan, to determine questions of
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eligibility, vesting and entitlements and to make findings of fact as under
Section 14.1 and, to the extent permitted by law, the decision of the claims
official (if no review is properly requested) or the decision of the review
official on review, as the case may be, shall be final and binding on all
parties except to the extent found by a court of competent jurisdiction to
constitute an abuse of discretion.
SECTION 14.7 - CONFLICTING CLAIMS
If the Administrator is confronted with conflicting claims
concerning a Participant's Accounts, the Administrator may interplead the
claimants in an action at law, or in an arbitration conducted in accordance with
the rules of the American Arbitration Association, as the Administrator shall
elect in its sole discretion, and in either case, the attorneys' fees, expenses
and costs reasonably incurred by the Administrator in such proceeding shall be
paid from the Participant's Accounts.
SECTION 14.8 - EFFECT OF DELAY OR FAILURE TO ASCERTAIN
AMOUNT DISTRIBUTABLE OR TO LOCATE
DISTRIBUTEE
(a) If an amount payable under Article X, XI or XII cannot be
ascertained or the person to whom it is payable has not been ascertained or
located within the stated time limits and reasonable efforts to do so have been
made, then distribution shall be made not later than sixty days after such
amount is determined or such person is ascertained or located, or as prescribed
in subsection (b).
(b) If, within one year after a Participant has a Separation
from the Service, the Administrator, in the exercise of due diligence, has
failed to locate him (or if such Separation from the Service is by reason of his
death, has failed to locate the person entitled to his Vested Accounts under
Section 11.2), his entire distributable interest in the Plan shall be forfeited
and reallocated under Section 5.3; provided, however, that if the Participant
(or in the case of his death, the person entitled thereto under Section 11.2)
makes proper claim therefor, the amount so forfeited shall be restored to the
Participant's Account or Accounts, as the case may be, applying forfeitures
pending reallocation, Company contributions and unallocated earnings and gains
of the Trust Fund, in that order, as necessary.
SECTION 14.9 - SERVICE OF PROCESS
The Vice President of Employee Relations of World Color Press,
Inc. is hereby designated as agent of the Plan for the service of legal process.
SECTION 14.10 - LIMITATIONS UPON POWERS OF THE ADMINISTRATOR
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The Plan shall not be operated so as to discriminate in favor
of Highly Compensated Employees. The Plan shall be uniformly and consistently
interpreted and applied with regard to all Participants in similar
circumstances. The Plan shall be administered, interpreted and applied fairly
and equitably and in accordance with the specified purposes of the Plan.
SECTION 14.11 - EFFECT OF ADMINISTRATOR ACTION
Except as provided in Section 14.6, all actions taken and all
determinations made by the Administrator in good faith shall be final and
binding upon all Participants, the Trustee and any person interested in the Plan
or Trust Fund.
SECTION 14.12 - DIRECT ROLLOVERS
Notwithstanding any provision of the Plan to the contrary, a
Distributee may elect, at the time and in the manner prescribed by the
Administrator under the Rules of the Plan, to have all or any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
designated by the Distributee in a Direct Rollover.
SECTION 14.13 - ASSIGNMENTS, ETC., PROHIBITED;
DISTRIBUTIONS PURSUANT TO QUALIFIED
DOMESTIC RELATIONS ORDERS
(a) Except as provided in subsection (b), no part of the Trust
Fund shall be liable for the debts, contracts or engagements of any Participant,
his Beneficiaries or successors in interest, or be taken in execution by levy,
attachment or garnishment or by any other legal or equitable proceeding, while
in the hands of the Trustee, nor shall any such person have any right to
alienate, anticipate, commute, pledge, encumber or assign any benefits or
payments hereunder in any manner whatsoever, except to designate a Beneficiary
as provided in the Plan.
(b) Notwithstanding subsection (a) or any other provision of
the Plan to the contrary, upon receipt by the Administrator of a domestic
relations order, as defined in Code Section 414(p), which, but for the time of
required payment to the alternate payee, would be a qualified domestic relations
order as defined in Code Section 414(p), the amount awarded to the alternate
payee shall promptly be paid in the manner specified in such order; provided,
however, that no such distribution shall be made prior to the Participant's
Separation from the Service if such distribution could adversely affect the
qualified status of the Plan.
ARTICLE XV
TERMINATION, DISCONTINUANCE,
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AMENDMENT, MERGER, ADOPTION OF PLAN
SECTION 15.1 - TERMINATION OF PLAN; DISCONTINUANCE OF
CONTRIBUTIONS
(a) The Plan is intended as a permanent program but the Board
shall have the right at any time to declare the Plan terminated completely as to
the Company or as to any division, facility or other operational unit thereof.
Discharge or layoff of Employees of the Company or any unit thereof without such
a declaration shall not result in a termination or partial termination of the
Plan except to the extent required by law. In the event of any termination or
partial termination:
(i) An allocation of amounts being held under Section
16.5(b) shall be made in accordance with Section 16.5(c).
(ii) For each Participant who is then an affected Employee
or employed by a Company Affiliate with respect to whom the Plan is
terminated or partially terminated, the interest in his Profit-Sharing
Account, including his interest in the forfeitures then held in
suspense under Section 12.3 (which shall be reallocated under Section
5.3), shall become fully Vested.
(iii) The Administrator shall direct the Trustee to
liquidate the necessary portion of the Trust Fund and distribute it,
less, to the extent permitted by law, a proportionate share of the
expenses of termination, to the persons entitled thereto in proportion
to their Accounts or, where applicable, apply it in the manner of
Section 12.1(a).
(b) The Board shall have the right at any time to discontinue
contributions to the Plan completely as to the Company or as to any division,
facility or other operational unit thereof. In the event of complete
discontinuance of contributions to the Plan, the Plan and Trust shall otherwise
remain in full force and effect except that all Profit-Sharing Accounts shall
thereupon become fully Vested.
SECTION 15.2 - AMENDMENT OF PLAN
As limited in Section 15.1 of the Plan, complete or partial
amendments or modifications to the Plan (including retroactive amendments to
meet governmental requirements or prerequisites for tax qualification) may be
made from time to time by the Board; provided, however, that no amendment shall
decrease the Vested percentage any Participant has in his Accounts or his
accrued benefit.
SECTION 15.3 - RETROACTIVE EFFECT OF PLAN AMENDMENT
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(a) No Plan amendment, including this amendment, unless it
expressly provides otherwise, shall be applied retroactively to increase the
Vested percentage of a Participant whose Separation from the Service preceded
the date such amendment became effective unless and until he again becomes a
Participant and additional contributions are allocated to him.
(b) No Plan amendment, unless it expressly provides otherwise,
shall be applied retroactively to increase the amount of service credited to any
person for purposes of Plan participation, vesting or any other Plan purpose
with respect to his participation or employment before the date such amendment
became effective.
(c) Except as provided in subsections (a) and (b), all rights
under the Plan shall be determined under the terms of the Plan as in effect at
the time the determination is made.
SECTION 15.4 - CONSOLIDATION OR MERGER; ADOPTION OF PLAN
BY OTHER COMPANIES
(a) In the event of the consolidation or merger of the Company
with or into any other business entity, or the sale by the Company or its owner
of its assets, the successor may continue the Plan by adopting the same by
resolution of its board of directors or agreement of its partners or proprietor
and by executing a proper supplemental agreement to the Trust Agreement with the
Trustee. If, within ninety days from the effective date of such consolidation,
merger or sale of assets, such new corporation, partnership or proprietorship
does not adopt the Plan, the Plan shall be terminated in accordance with Section
15.1.
(b) The Plan shall not be merged or consolidated with any
other plan, nor shall its assets or liabilities be transferred to any other
plan, unless each Participant in this Plan would have immediately after the
merger, consolidation or transfer (if the plan in question were then terminated)
accounts which are equal to or greater in amount than his corresponding Accounts
under this Plan had the Plan been terminated immediately before the merger,
consolidation or transfer.
(c) Any Company Affiliate may, with the approval of the Board,
adopt the Plan as a whole company or as to any one or more divisions effective
as of the first day of any Plan Year by resolution of its own board of directors
or agreement of its partners. Such Company Affiliate shall give written notice
of such adoption to the Administrator and to the Trustee by its duly authorized
officers.
ARTICLE XVI
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MISCELLANEOUS PROVISIONS
SECTION 16.1 - PURCHASE OF ANNUITIES
If an irrevocable commitment is purchased from an insurer to
pay a Participant's benefit from the Vested amount credited to his Accounts
under the Plan pursuant to Sections 10.3, 11.2 and 12.1, the obligation to pay
the Participant's benefit shall pass from the Plan to the insurer for any
payments to which he shall be entitled and not to the Company or Trust Fund.
SECTION 16.2 - IDENTIFICATION OF FIDUCIARIES
(a) The Administrator and any investment committee shall be
named fiduciaries within the meaning of ERISA and, as permitted or required by
law, shall have exclusive authority and discretion to control and manage the
operation and administration of the Plan within the limits set forth in the
Trust Agreement, subject to proper delegation.
(b) Such named fiduciaries and every person who exercises any
discretionary authority or discretionary control respecting management of the
Trust Fund or Plan, or exercises any authority or control respecting the
management or disposition of the assets of the Trust Fund or Plan, or renders
investment advice for compensation, direct or indirect, with respect to any
moneys or other property of the Trust Fund or Plan or has authority or
responsibility to do so, or has any discretionary authority or discretionary
responsibility in the administration of the Plan, and any person designated by a
named fiduciary to carry out fiduciary responsibilities under the Plan, shall be
a fiduciary and, as such, shall be subject to provisions of the Plan, the Trust
Agreement, ERISA and other applicable laws governing fiduciaries. Any person may
act in more than one fiduciary capacity.
SECTION 16.3 - ALLOCATION OF FIDUCIARY RESPONSIBILITIES
(a) Fiduciary responsibilities under the Plan are allocated as
follows:
(i) The sole power and discretion to manage and
control the Plan's assets including, but not limited to, the power to
acquire and dispose of Plan assets, is allocated to the Trustee, except
to the extent that another fiduciary is appointed in accordance with
the Trust Agreement with the power to control or manage (including the
power to acquire and dispose of) assets of the Plan.
(ii) The sole duties, responsibilities and powers
allocated to the Board shall be those expressly retained under Sections
15.1, 15.2 and 15.4.
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(iii) The sole duties, responsibilities and powers
allocated to the Company shall be those expressly retained under the
Plan or the Trust Agreement.
(iv) All fiduciary responsibilities not allocated to the
Trustee, the Board, the Company or any investment manager or investment
committee are hereby allocated to the Administrator, subject to
delegation in accordance with Section 14.1(a)(viii).
(b) Fiduciary responsibilities under the Plan (other than the
power to manage or control the Plan's assets) may be reallocated among those
fiduciaries identified as named fiduciaries in Section 16.2 by amending the Plan
in the manner prescribed in Section 15.2, followed by such fiduciaries'
acceptance of, or operation under, such amended Plan.
SECTION 16.4 - LIMITATION ON RIGHTS OF EMPLOYEES
The Plan is strictly a voluntary undertaking on the part of
the Company and shall not constitute a contract between the Company and any
Employee, or consideration for, or an inducement or condition of, the employment
of an Employee. Except as otherwise required by law, nothing contained in the
Plan shall give any Employee the right to be retained in the service of the
Company or to interfere with or restrict the right of the Company, which is
hereby expressly reserved, to discharge or retire any Employee at any time,
without notice and with or without cause. Except as otherwise required by law,
inclusion under the Plan will not give any Employee any right or claim to any
benefit hereunder except to the extent such right has specifically become fixed
under the terms of the Plan and there are funds available therefor in the hands
of the Trustee. The doctrine of substantial performance shall have no
application to Employees or Participants. Each condition and provision,
including numerical items, has been carefully considered and constitutes the
minimum limit on performance which will give rise to the applicable right.
SECTION 16.5 - LIMITATION ON ANNUAL ADDITIONS; TREATMENT OF
OTHERWISE EXCESSIVE ALLOCATIONS
(a) In any Plan Year (which shall be the Plan's "limitation
year" within the meaning of Treas. Reg. Section 1.415-2(b)), the Annual Addition
of a Participant shall not exceed the least of
(i) twenty-five percent of such Participant's Statutory
Compensation for such Plan Year,
(ii) $30,000.00 (or, if greater, one-quarter of the dollar
limitation in effect under Code Section
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415(b)(1)(A)), or
(iii) the maximum allowed under Code Section 415 (utilizing
the adjustments to the "defined contribution fraction" allowed by
Section 1106(i)(4) of the Tax Reform Act of 1986 and Code Section
415(e)).
(b) If the Annual Addition of a Participant would exceed the
limits of subsection (a) as a result of an allocation of forfeitures, a
reasonable error in estimating a Participant's Statutory Compensation or under
other limited facts and circumstances found justifiable by the Commissioner of
Internal Revenue, it shall be reduced until it comes within such limits. Such
reduction shall be accomplished by debiting the necessary amount from
(i) his personal contributions for such Plan Year,
(ii) his allocation of Company contributions for such Plan
Year to his Profit-Sharing Account,
(iii) his allocation of forfeitures for such Plan Year, and
(iv) his allocation of Company contributions for such Plan
Year to his Qualified Account,
in such order. The portion of such amount attributable to his personal
contributions (but excluding any income thereon) first shall, to the extent
allowed by law, be refunded to him, and otherwise any necessary remainder
(including any income on his personal contributions which were refunded to him
under this paragraph) to the extent allowed by Section 403 of ERISA, shall be
returned to the Company and recontributed for the applicable Account of the
Participant in the first Plan Year in which allowed under subsection (a), or
otherwise held in suspense hereunder and applied to the applicable Account of
the Participant in the first Plan Year in which allowed under subsection (a).
The balance, if any, of such reduction shall be allocated to the Profit-Sharing
Accounts of persons who are Active Participants at the end of the Plan Year in
proportion to their Compensation received while Active Participants in such Plan
Year. If any Participant's Annual Addition would, due to such special
allocation, exceed the limit of subsection (a), the excess shall be reallocated
by a second special allocation, and so on as necessary to allocate such amounts
within the limits of subsection (a). Any amounts which cannot be so allocated
because of the limitations of subsection (a), shall be held in suspense and
shall be allocated and reallocated in succeeding Plan Years, in the order of
time, prior to the allocation of any Company or personal contributions.
(c) In the event the Plan is terminated while excess
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amounts are then held in suspense under subsection (b), such excess amounts
shall be allocated and reallocated as provided in subsection (b), as of the day
before the date of the termination as if such day were the last day of such Plan
Year. Any amounts which cannot then be so allocated because of the limits of
subsection (a) shall revert to the Company, as provided in the Trust Agreement.
SECTION 16.6 - GOVERNING LAW
The Plan and Trust shall be interpreted, administered and
enforced in accordance with the Code and ERISA, and the rights of Participants,
former Participants, Beneficiaries and all other persons shall be determined in
accordance therewith; provided, however, that, to the extent that state law is
applicable, the laws of the state of the residence of the Participant in
question, or if none, the state in which the principal office of the
Administrator is located shall apply.
SECTION 16.7 - GENDERS AND PLURALS
Where the context so indicates, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.
SECTION 16.8 - TITLES
Titles are provided herein for convenience only and are not to
serve as a basis for interpretation or construction of the Plan or Trust
Agreement.
SECTION 16.9 - REFERENCES
Unless the context clearly indicates to the contrary, a
reference to a statute, regulation or document shall be construed as referring
to any subsequently amended, enacted, adopted or executed statute, regulation or
document.
SECTION 16.10 - USE OF TRUST FUNDS
Under no circumstances shall any contributions to the Trust or
any part of the Trust Fund be recoverable by the Company from the Trustee or
from any Participant or former Participant, his Beneficiaries or any other
person, or be used for or diverted to purposes other than for the exclusive
purposes of providing benefits to Participants and their Beneficiaries;
provided, however, that
(a) upon termination of the Plan or complete
discontinuance of contributions thereto, any unallocated Company
contributions or forfeitures being held in suspense because of the
limitations of Section 415 of the Internal Revenue Code shall revert to
the Company;
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(b) the contributions of the Company to the Trust for
all Plan Years shall be returned by the Trustee to the Company within
one year in the event that the Commissioner of Internal Revenue
initially fails to rule that the Plan and Trust are qualified and
tax-exempt within the meaning of Code Sections 401 and 501, but only if
such application for the determination is made by the time prescribed
by law for filing the Company's return for the taxable year in which
the Plan was adopted, or such later date as the Secretary of the
Treasury may prescribe;
(c) the contribution of the Company for any Plan Year
is hereby conditioned upon its being deductible by the Company for its
fiscal year in which such contribution was made and, to the extent
disallowed as a deduction under Code Section 404, such contribution
shall be returned by the Trustee to the Company within one year after
the final disallowance of the deduction by the Internal Revenue Service
or the courts; and
(d) a contribution by the Company or a Participant by
a mistake of fact shall be returned to the Company or to the
Participant in question within one year after payment of the
contribution was made.
Executed at New York, New York this ___ day of December, 1994.
WORLD COLOR PRESS, INC.
By
----------------------------
Robert G. Burton
Chairman of the Board,
President and
Chief Executive Officer
54
<PAGE>
SIXTH AMENDMENT TO
THE ALDEN PRESS PROFIT-SHARING PLAN
WHEREAS, the Alden Printing Company (formerly named Alden Press,
Inc.), a corporation organized under the laws of the State of Delaware and a
wholly-owned subsidiary of The Alden Press Company, by resolution of its
Board of Directors adopted on June 30, 1964, adopted the Alden Press, Inc.
Employees' Profit Sharing Plan (the "Plan") for the exclusive benefit of its
eligible employees, effective as of June 30, 1964 and amended the Plan from
time to time thereafter; and
WHEREAS, World Color Press, Inc., a corporation organized under the
laws of the State of Delaware (the "Company"), acquired substantially all the
stock of The Alden Press Company and merged The Alden Press Company with and
into The Alden Printing Company on May 7, 1993 and on February 15, 1994
merged The Alden Printing Company with and into the Company, and the Fifth
Amendment to the Plan renamed the Plan as the "Alden Press Profit-Sharing
Plan"; and
WHEREAS, the Company ceased all Company contributions to and new
participation in, the Plan as of January 1, 1997, and as of February 1, 1997,
also ceased all contributions to Personal Accounts; and
WHEREAS, effective as of January 1, 1997 former Participants and
those employees who otherwise would have been eligible to become Participants
in the Plan were permitted to participate in the World Color Press 401(k)
Savings and Investment Plan; and
WHEREAS, the Company wishes to amend the Plan in accordance with
Section 15.2;
NOW THEREFORE, the Plan is hereby amended as follows:
1. Effective as of January 1, 1997, the Plan shall be frozen as to
participation, so that no individual shall become a Participant on or after
such date, and accordingly, Section 2.1 of the Plan shall be deleted in its
entirety.
2. Effective as of February 1, 1997 no Participant shall be
permitted to make any Personal Contributions to the Plan and accordingly,
Article III of the Plan shall be deleted in its entirety.
3. Effective as of January 1, 1997, the Company shall not make any
contributions to Profit-Sharing Accounts or Qualified Accounts under the Plan
in respect of any period beginning after December 3, 1996, and accordingly,
Section 4.1 of the Plan shall be deleted in its entirety.
4. Effective as of January 1, 1998, Section 5.3 of the Plan is
hereby amended to read in its entirety as follows:
<PAGE>
SECTION 5.3 - ALLOCATION OF FORFEITURES
Amounts forfeited in any Plan Year beginning on or after January 1,
1998 under Sections 11.2(d)(iv), 12.3 and 14.8 from a Participant's
Profit-Sharing Account, Personal Contributions Account and Qualified Account,
if any, shall be applied to pay administrative expenses of the Plan as
described in subsection 14.2(c).
5. Effective as of January 1, 1998, paragraph 11.2(d)(iv) of the
Plan is hereby amended to read in its entirety as follows:
(iv) Fourth, to the Plan, to be applied or allocated as
described in Section 5.3.
6. Effective as of January 1, 1998, the last sentence of subsection
12.3(a) is hereby amended to read in its entirety as follows:
Pending application or allocation under Section 5.3, forfeitures shall be
held in suspense and shall not be commingled with amounts held in suspense
under Section 16.5(b).
7. Effective as of January 1, 1998, subsection 14.8(b) is hereby
amended to read in its entirety as follows:
(b) If, within one year after a Participant has a Separation
from the Service, the Administrator, in the exercise of due diligence, has
failed to locate him (or if such Separation from the Service is by reason of
his death, has failed to locate the person entitled to his Vested Accounts
under Section 11.2), his entire distributable interest in the Plan shall be
forfeited and applied or allocated under Section 5.3; provided, however, that
if the Participant (or in the case of his death, the person entitled thereto
under Section 11.2) makes proper claim therefor, the amount so forfeited
shall be restored to the Participant's Account or Accounts, as the case may
be, applying forfeitures pending application and Company contributions
including unallocated earnings and gains of the Trust Fund.
Executed at Greenwich, Connecticut, this 27th day of December, 1998.
WORLD COLOR PRESS, INC.
By
--------------------------------------
Robert G. Burton
Chairman of the Board
and Chief Executive Officer
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of World Color Press, Inc. on Form S-8 of our reports dated February 3, 1999,
appearing in and incorporated by reference in the Annual Report on Form 10-K
of World Color Press, Inc. for the year ended December 27, 1998.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
July 8, 1999
