HomeMy WebLinkAbout1998 03 09 Regular Item E
COMMISSION AGENDA
ITEM E
Regular X
Consent
Info rmational
March 9. 1998
Meeting
MGR~~'" DEPT_
Authorization
REQUEST: The City Manager requesting City Commission approve the first
reading of Ordinance 697, which amends the Money Purchase Pension Plan and
Trust, and establishes a Defined Benefit Pension Plan and Trust.
PURPOSE: The purpose of this item is to request the City Commission approve the
first reading of Ordinance 697 which amends the Money Purchase Pension
Plan and Trust, and establishes a Defined Benefit Pension Plan and Trust.
CONSIDERA nONS:
At the August 25, 1997 City Commission meeting, regular agenda item H
requested the City Commission discuss options for improvements to the
city's pension plan and to select an appropriate option.
The City commission approved Regular Agenda Item H with the
following provisions: Unified city offset pension plan, 30 year max, 15
year amortization, normal retirement at age 55 with 10 years of service,
disability coverage, city contributes 8%, employees contribute 2% and
retain Sun Trust until next year. The Commission also authorized the City
Manager to employ a competent attorney specializing in retirement plans
to draft a new set of pension plan documents.
On September 9, 1997, the City Manager issued a memo to the Mayor and
Commission up,dating the pension plan cost. The City Manager
recommended making a one time contribution of $135,000 to the
retirement funding in order to maintain the established contribution rates
of 8% city, 2% employees, and pay off the past service liability cost
within the 15 year amortization period.
At the September 22, 1997 City Commission meeting, Regular Agenda
Item D requested the City Commission retain the services of Gray, Harris
and Robinson, et aI., to develop all the necessary documents to implement
the new pension plan. The Commission approved Regular Agenda Item
D.
i- .~
On January 13, 1998, the Pension Board met to review the floor offset
pension plan documents. The board approved recommending passage of
the new pension plan by the Commission. The Board requested that the
City Commission receive the following information:
1) Plan specifications with actuarial assumptions.
2) Schedule of projected liabilities and estimated contribution for the
next 15 years.
3) Projected plan cost for the next 15 years.
4) Numbers of Fire and Police Defined Benefit Plans compared to the
total number of Defined Benefit Plans among local governments
statewide.
FUNDING:
Funds are available in the FY 97/98 budget.
RECOMMENDATIONS:
It is recommended that the City Commission approve the first reading of
Ordinance 697 which amends the Money Purchase Pension Plan and
Trust and establishes a Defined Benefit Pension Plan and Trust.
IMPLEMENTATION:
Upon adoption of Ordinance 697.
ATTACHMENTS:
1) Regular Agenda Item H, August 25, 1997.
2) Minutes for Regular Agenda Item H, August 25, 1997.
3) City Manager memo of September 9, 1997.
4) Regular Agenda Item D, September 22, 1997.
5) Sandra Turner's letter of February 10, 1998.
6) Plan specifications.
7) Actuarial assumptions.
8) Pension Plan cost.
9) Projected liabilities and contributions,
10) Money Purchase Pension Plan and Trust.
11) Defined Benefit Pension Plan and Trust.
COMMISSION ACTION:
2
ORDINANCE NO. 697
AN ORDINANCE OF THE CITY OF WINTER SPRINGS, FLORIDA,
ADOPTING AND APPROVING A DEFINED BENEFIT PENSION PLAN AND
TRUST FOR EMPLOYEES OF THE CITY; PROVIDING FOR THE COST
OF SUCH PLAN TO BE PAID BY THE CITY; APPOINTING THE BOARD
OF TRUSTEES TO SERVE AS TRUSTEE AND RETIREMENT COMMITTEE
OF SAID PLAN AND TO ADMINISTER SAID PLAN; AUTHORIZING THE
EXECUTION OF THE DEFINED BENEFIT PENSION PLAN AND TRUST
FOR EMPLOYEES OF THE CITY; AUTHORIZING THE EXECUTION OF
THE RESTATED MONEY PURCHASE PENSION PLAN AND TRUST FOR
THE EMPLOYEES OF THE CITY; APPOINTING THE BOARD OF
TRUSTEES TO SERVE AS THE RETIREMENT COMMITTEE OF THE
RESTATED MONEY PURCHASE PENSION PLAN AND TRUST FOR
EMPLOYEES OF THE CITY; PROVIDING FOR CONFLICTS AND
EFFECTIVE DATE.
WHEREAS, the City of Winter Springs, Florida maintains a money
purchase pension plan and trust ("a Defined Contribution Plan") for
the City's employees and officials; and
WHEREAS, the City Commission of the City of Winter Springs,
Florida has determined it to be in the best interest of the City to
provide a defined benefit pension plan and trust ("a Defined
Benefit Plan") for the City's employees and officials; and
WHEREAS, the two plans shall constitute an integrated
retirement system for the City's employees and officials; and
WHEREAS, the defined benefit pension plan and trust is to be
funded exclusively by the City; and
WHEREAS, to implement the defined benefit plan and trust, the
City will enter into an agreement with the Board of Trustees to
administer the plan; and
WHEREAS, the City Commission of the City of Winter Springs,
Florida has determined it to be in the best interest of the City to
amend and restate the money purchase pension plan and trust to
conform with the Tax Reform Act of 1986, as well as subsequent
legislation.
NOW, THEREFORE, THE CITY OF WINTER SPRINGS, FLORIDA, HEREBY
ORDAINS:
SECTION I - The City of Winter Springs does hereby elect to
provide for its employees a defined benefit pension plan and trust,
said plan and trust to be known as the Defined Benefit Pension Plan
and trust for the Employees of the City of Winter Springs, Florida
(the "Defined Benefit Plan"). The Plan shall be administered by
the Board of Trustees.
SECTION II - The City of Winter Springs does hereby approve
and adopt the Defined Benefit Plan, a copy of which is attached
hereto, and authorizes the Mayor and City Manager of the City to
execute the Plan on behalf of the City. The Defined Benefit Plan
may be amended from time to time by resolution of the City
Commission.
SECTION III - The cost of the Defined Benefit Plan shall be
paid entirely by the City from the General Fund.
SECTION IV - The Board of Trustees that serves as Trustee and
administers the Money Purchase Pension Plan and Trust for the
Employees of the Ci ty of Winter Springs, Florida (the "Money
Purchase Plan") or ("Defined Contribution Plan") is hereby
appointed to serve as Trustee and Retirement Committee of the
Defined Benefit Plan. The Board of Trustees is hereby authorized
to execute the Defined Benefit Plan along with the City of Winter
Springs, Florida. The Board of Trustees shall administer the
Defined Benefit Plan pursuant to the provisions contained therein.
The provisions relating to the make-up, vacancies and successors of
the Board of Trustees are determined pursuant to Ordinance No. 273.
SECTION V - The City of Winter Springs shall be bound by the
terms and conditions of the Defined Benefit Plan.
SECTION VI - The City of Winter Springs does hereby approve
and adopt the restatement of the Money Purchase Plan or Defined
Contribution Plan, a copy of which is attached hereto, and
authorizes the Mayor and City Manager of the City to execute the
restated Money Purchase Plan on behalf of the City.
SECTION VII - The Board of Trustees is hereby authorized to
execute the restated Money Purchase Plan along with the City of
Winter Springs, Florida.
SECTION VIII - The Board of Trustees is hereby appointed to
serve as the Retirement Committee of the Money Purchase Plan.
SECTION IX - This Ordinance shall become effective immediately
upon its final passage and adoption.
PASSED AND ADOPTED this _ day of
1998.
CITY OF WINTER SPRINGS, FLORIDA
Paul P. Partyka, Mayor
ATTEST:
City Clerk
FIRST READING:
SECOND READING:
POSTED:
COMMISSION AGENDA
ITEM
H
REGULAR X
CONSENT
INFORMATIONAL
August 25. 1997
Meeting
MG~ {~
,
Authorization
REQUEST: The City Manager is requesting the City Commission discuss alternative
improvements to the City's Pension Plan
PURPOSE: The purpose of this Agenda Item is to have the Commission discuss pension plan
options and select an option for FY 97-98.
CONSIDERATION:
The Commission has directed the City Manager to provide retirement
improvement options for the Commission to consider.
These options are contained on the attached schedule, with one exception. The
Consultant is developing another alternative that I will provide to you during my
one-on-one meeting with you.
ISSUE ANALYSIS:
The Commission will need to decide the following issues:
1. Plan Design:
Does the Commission desire to inake any amendments to the recommended plan
design features.
2. Number of Pension Plans:
Does the Commission desire to have:
a) One unified pension plan covering all employees?
b) A combined police and fire plan and a plan for all other employees?
c) Separate police and fire pension plans, and a plan for all other employees?
3. State vs. Local Law Police and Fire Plans:
If the Commission desires to have separate police and fire pension plans, does it desire
to:
a) Adopt the F.S. 175/185 State Plans, or
b) The F.S. 175/185 local law plans
4. Plan Types:
Does the Commission desire to continue the defined contribution plan, or
Does the Commission desire to adopt the defined benefit plan, or
Does the Commission desire to adopt the Floor Off Set Plan?
5. If the Commission desires to have separate police and fire local law pension plans, which
payment methods does it desire to choose:
a) One time contribution
b) 10 year amortization
c) 40 year amortization
6. If the Commission desires to adopt the Defined Benefit Plan or Floor Offset Plan, which
payment method does the Commission desire to choose:
a) The one time contribution plan
b) The 10 year amortization plan
c) The 40 year amortization plan
7. If the Commission desires to maintain the Defined Contribution Plan, does the Commission
desire to ;
a) Maintain the current 7% City and 1 % employee contribution, or
b) Increase the contribution to 8% City and 2% employee
RECO.MMENDATION:
Police Department Recommendation:
Favored the Local Law Plan for the early
retirement and disability benefits.
Fire Department Recommendation:
Favored the Local Law Plan for the early
retirement and disability benefits.
Other Employees and Department Heads: Favored the Floor Offset Plan but desired
early retirement and disability offered to
police and fire.
CITY MANAGER RECOMMENDA TI~NS:-
1) Adopt the Plan Design Features on page 1.
2) Adopt a Unified City Floor Offset Plan with a 30 year max, giving all employees early
retirement at age 55 with 10 years service and disability coverage.
3) If the Commission desires to have separate police and fire local law pension plans, it
is recommended that the pension committee be a combined police and fire pension plan;
for all other employees, it is recommended that the Floor Offset Plan with a 30 year max
be implemented with the early retirement and disability benefits, provided to police and
fire.
4) Authorize the City Manager to employ a competent attorney specializing in retirement
plans to draft a new set of pension documents, reflecting the new provisions approved by
the Commission.
5) Continue administration of the plan with Sun Trust until next year in order to
facilitate the immediate implementation of a new plan. Authorize the City
Manager to employ a competent consultant during FY 97-98 to prepare and
evaluate the results of an RF.P. for plan administration and money management
services for the new plan.
IMPLEMENTATION SCHEDULE:
ATTACHMENTS:
Schedule pages 1-8
CO~SSION ACTION:
PLAN DESIGN ENHANCEMENTS
NEW
CURRENT
Vesting
Vesting
Vesting
Vesting
Vesting
Vesting
Vesting
Vesting I
Vesting
Vestin~
Vesting
7 Years
I year - 0%
2 years - 0%
3 years - 20%
4 years - 40%
5 years - 60%
6 years - 80%
7 years - 100%
10 years
I year - 0%
2 years - 0%
3 years - 0%
4 years - 40%
5 years - 50%
6 years - 60%
7 years - 70%
8 years - 80%
9 years - 90%
Waiting Period
6 months
1 year +
Plan Entry Date
First day of month
after 6 months of Service
First day of month
after I year of Service
Normal Retirement
Age 65
Age 65
Early Retirement
Age 55 - 10 years
Service actuarial reduction
None
Prior Service
Unlimited Governmental
Service at actuarial rate
None
1
BASIC TYPES OF PENSION PLANS
I. DEFINED BENEFIT PLAN
A defined benefil plan Is a retirement plan "olher lhan an Individual account plan." In other words, a plan that Is not a defined contribution plan Is classified as a
defined benefit plan. Under a defined benefit pla.n, retirement benefits must be definitely detennlnable. For example, a plan Ihal entitles a participanllo a mOlllhly
pension for life equal 10 3% percent of yearly compensation Is a defined benefit plan.
If a plan is categoriled as II defined benefit phmlt has Ihe following basic components:
I. plan formulas are geared to retirement benefils and nOlto contributions.
2. the alillual conlribution is usually actuarlally detenllined.
]. early lenninatlon of the plan is subjeclto special rules.
-t. forfeitures reduce the organization's cost of providing retirement benefits.
II.
DEFINED CONTRIBUTION PLAN
,
A defined conlribulion plan Is a reliremenl plan Ihal "provides for an individual account for each participanl and for benefits based solely upon Ihe amount contributed
to the participant's account". Any income'j t>''Penses, gains and losses, and any forfeitures of accounts of participants may be allocaled 10 such panicipant's
accounts. .
If a plan is categoriled as a defined contribution plan, it has the following basic components:
I. plan contributions lire delennined by fonnula lInd not by actuarial requirements:
2. plan earnings and losses are allocated to each participant's account and do not affect the organlllltlon's retiremenl plan COSls.
III. FLOOn Oli'FSET PLAN:
A floor-offset plan is a hybrid arnUlgemenl in which the employer maintains a defined benefit plan and a defined contribullon plan. The benefits provided under Ihe
defined benefit plan will be reduced by Ihe value of the participant's account in the defined contribullon plan. In essence, Ihe defined benefit plan provides a
guaranteed floor benefit, bUlthe amount Is offsel by the benefit provided under the defined conlribullon plan.
If the value of the participant's accounl Inlhe defined contribution plan declines, 1I1e partlclpanl wlll be Insulated from Ihe risk of Investmenlloss because the full
amounl of pension benefits will be received Wider 1Ile deflned benefit plan. Allernatively, if 1Ile value of the partlclpanl's accounl exceeds 1Ile amount of Ihe benefit
under Ihe defined benefil plan, Ihe partlcipanl will receive benefils exclusively from Ihe defined conlribullon plan. In olher words, Ihe participanl hlls the besl of bOlh
worlds; Ihe particlpanl is prolecled againsl any risk of adverse investment experience under the defined conlribullon piau.
2
CITY WIDE PLAN
Comparison of Current and Proposed Plan Cost
in Descending Order
elAN OPTIONS
One Time ContrlbY.t1Qn
One Time
Contribution
posed Floor ONset - unlimited years
posed Floor ONset - 30 year max
879,894
679,.5.55
posed Floor ONset - 25 year max
566,378
posed Defined Benefit - unlimited years
posed Defined Benefit - 30 year max
posed Defined Benefil - 25 year max
1,091,887
736,976
491,999
I ent Contribution Plan
NJA
e: Does not Include 1% Employee Contribution
PAYMENT OPTIONS
Annual
% Payroll
40 Year
Amortization
AN % P.R.
10 Year
Amortization
AN % . P.R.
9.83 11.42
9.54 10.78
9.32 10.34
6.77 8.76
6.02 7.36
5.48 6.37
7.00 7.00
12.61
11.61
11.04
10.10
8.26
6.97
7.00
3
BENEFITS
Greater of 2% Per Year or Value of D.C. Account at age 65.
Greater of 2% Per Year up to 30 Years or Value of D.C. Account
at age 65.
Greater of 2% Per Year Up 10 25 Years or Value of D.C. Account
at age 65.
2% Per Year at age 65
2% Per Year Up to 30 Years at age 65
.2% Per Year Up to 25 Yearli at age 66
Value of D.C. Account at age 65
COMPARISON OF
CITY AND STATE FIRE PLAN
COST TO CITY
. pLAN OPTIONS PA YMENT OPTIONS
Qn!!J1m!! Contrlbutlofl
40 Year 10 Year
One Time Annual Amortization Amortization
Contribution % Payroll AN %.P.R. AN % P.R.
posed Floor ONset - unlimited years 228,587 9.27 11.24 12.56
posed Floor ONset - 30 year max 128,033 . 8.74 9.85 10.60
posed Floor ONset - 25 year max l00,~06 8.43 9.30 9.88
I
pos&d D&fin&d Benefil - unlimited years 326,208 6.04 8.85 10.74
:lOsed DEl fined Benefit - 30 year max 200,618 4.82 6.54 7.71
Josed Defined Benefit - 25 year max 128,030 4.12 5.96 5.22
lased Chapter 175 Local Law Plan. 888,099 7.40 11.90 17.50
lased Chapter 175 State Plan. NlA N/A 17.06 N/A
ent DElfined Contribution Plan N/A 7.00 7.00 7.00
Iii Insurance Rebate
l: Does Not Include 1% Employee Contribution
4
I3ENEFITS
Greater of 2% Per Year or Value of D.C. Account at age 65.
Greater of 2% Per Year up to 30 Years or Value of D.C. Account
at age 65.
Greater of 2% Per Year Up to 25 Years or Value of D.C. Account
at age 65.
2011I Per Year at age 65.
2% Per Year up to 30 Years at age 65.
2% Per Year up to 25 Years at age 65.
2% Per Year at age 55 plus 10 Years ot Service
or 30 Year ot se.rvlce regardless ot age.
2% Per Year at age 55 plus 10 Years ot Service
or age 62 and 25 Years ot Service.
Value ot D.C. Accounl at age 65
COMPARISON OF
CITY AND STATE POLICE PLAN
COST TO CITY
PLAN OPTIONS
PA YMENT OPTIONS
BENEFITS
QM1~Qfi1rlliytl2n
One Time
Contribution
Annual
% Pavroll
40 Year 10 Year
Amortization Amortization
AN %P.R. AN %P.R.
Proposed Floor Offset - unlimited vears 118,989 9.32 10.10 10.69 Greater of 2% Per Year or Value of D.C. Account at age 65.
Proposed Floor Offset - 30 year max .85,974 8.94 9.58 10.00 Greater of 2% Per Year up to 30 Years or Value of D.C. Account
at age 65.
Proposed Floor Offset - 25 year max 66,304 8.79 9.28 9.61 Grealer of 20Ai Per Year Up to 25 Years or Value of D.C. Account
I
at age 65.
Proposed Defined Benefil - unlimited years 185,594 6.21 7.58 8.50 2% Per year at age 65.
Proposed Defined Benefit - 30 year max 121,150 5.32 6.21 6.81 2% Per Year up to 30 Years at age 65.
Proposed Defined Benefit - 25 year max 78,490 4.70 5.28 5.67 2% Per Year up to 25 Years at age 65.
Proposlid Chapter 185 Local Law Plan. 423,178 8.10 10.40 13.20 2% per year at age 55 plus 10 years of service
or 30 vearli of service regardless of age.
Proposed Chapter 185 Stale Plan. NJA NJA 14.40 NJA 2% per year at age 55 plus 10 yearli of service
or age 62 and 26 vears of service.
Current Defined Contribution Plan NJA 7.00 7.00 7.06 Value of D.C. Account at age 66
. Leu Insurance Rebate
'Jote: Ooe& not Include 1% Employee Contribution.
5
CITY WIDE PLAN
Comparison of Current and Proposed Plan Cost
in Descending Order
elAN. OEIlilllS PAYMENT OPTIONS SUGGESTED PARTICIPA liON
~e Contribution
40 Year 10 Year One Time 40 Year 10 Year
One Time Annual Amortization Amortization Contribution Amortization Amortization
Contribution % Payroll AN % P.R. AN%. P.R. City Employee City Employee City Employee
.
Proposed Floor Offset - unlimited years . 879,894 9.83 11.42 12.51 8.00 1.83 8.00 3.42 8.00 4.51
Proposed Floor Offset - 30 year max 679,655 9.54 10.78 11.61 8.00 1.64 8.00 2.78 8.00 3.61
Proposed Floor Offset - 25 year max g6B.378 9.32 10.34 11.04 8.00 1.32 8.00 2.34 8.00 3.04
Proposed De tined Benefit - unlimited years 1,091,887 6.17 8.76 10.10 6.77 1.00 7.76 1.00 8.00 2.10
Proposed Defined Benefit - 30 year max 736,976 . 6.02 7.36 8.26 6.02 1.00 6.36 1.00 7.26 1.00
Proposed Defined Benefit - 26 year max 491,999 5.48 6.37 6.97 4.48 1.00 5.37 1.00 5.97 1.00
Current Contribution Plan NJA 7.00 7.00 7.00 7.00 1.00 7.00 1.00 7.00 1.00
Note: Does not Include 1% Emptoyee Contribution under payment options.
6
COMPARISON OF
CITY AND STATE FIRE PLAN
COST TO CITY
PLAN OPTIONS PAYMENT OPTIONS SUGGESTED PARTICIPATION
Qn~.TII1l!-QQntrll!YUQn
40 Year 10 Year One Time 40 Year 10 Year
One Time Annual Amortization Amortization Contribution Amortization Amortization
Contribution % Payroll AN %.P.R. AN % P.R. City Employee City Employee City Employee
Proposed Floor Offset - unlimited years 228,587 9.27 11.24 12.56 8.00 1.27 8.00 3.24 8.00 4.56
Proposed Floor Offset - 30 year max 128,033 8.74 9.85 10.60 7.74 1.00 8.00 1.85 8.00 2.60
Proposed Floor Offset - 25 year max 100.306 8.43 9.30 9.88 7.43 1.00 8.00 1.30 8.00 1.88
Proposed Defined Benefit - unlimited years 326,208 6.04 8.85 10.74 5.04 . 1.00 7.85 1.00 8.00 2.74
Proposed Defined Benefit - 30 year max 200,618 4.82 6.54 7.71 3.82 . 1.00 5.54 1.00 6.71 1.00
Proposed Defined Benefit - 25 year max 128,030 4.12 5.96 5.22 3.12 1.00 4.96 1.00 4.22 1.00
Proposed Chapter 175 Local Law Plan' 888,099 7.40 11.90 17.50 6.40 1.00 8.00 3.90 8.00 9.50
Proposed Chapter 175 State Plan' N/A N/A 17.06 N/A N/A 8.00 9.06 N/A
Current Defined Contribution Plan N/A 7.00 7.00 7.00 7.00 1.00 7.00 1.00 7.00 1.00
. Leu Insurance Rebate
Note: Does Not Include 1% Employee Contribution under payment options.
7
COMPARISON OF
CITY AND STATE POLICE PLAN
COST OT CITY
PLAN OPTIONS PA YMENT OPTIONS SUGGESTED PARTICIPA TION
Qn@Jlm!. ConlrU~ytlQn
40 Year 10 Year One Time 40 Year 10 Year
One Time Annual Amortization Amortization Contribution Amortization Amortization
Contrlbutlo % Payroll AN %P.R. AN %P.R. City Employee City Employee City Employee
Proposed Floor Offset - unlimited years 118,989 9.32 10.10 10.69 8.00 1.32 8.00 2.10 8.00 2.69
Proposed Floor Offset - 30 year max 85.974 8.94 9.58 10.00 7.94 1.00 8.00 1.58 8.00 2.00
,
Proposed Floor Offset - 25 year max 66,304 8.79 9.28 9.61 7.79 1.00 8.00 1.28 8.00 1.61
Proposed Defined Benefit - unlimited years 185,594 6.21 7.58 8.50 5.21 1.00 6.58 1.00 7.50 1.00
Proposed Delined Bene lit - 30 year max 121,150 5.32 6.21 6.81 4.32 1.00 5.21 1.00 5.81 1.00
Proposed Defined Benefit - 25 year max 78,490 4.70 5.28 5.67 3.70 1.00 4.28 1.00 4.67 1.00
Proposed Chapter 185 Local Law Plan. 423,178 8.10 10AO 13.20 7.10 1.00 8.00 2AO 8.00 5.20
Proposed Chapter 185 State Plan. NJA NJA 14AO NJA NJA 8.00 6.40 N/A
Current Defined Contribution Plan NJA 7.00 7.00 7.00 7.00 1.00 7.00 1.00 7.00 1.00
. Len Insurance Rebate
Note: Does not Include 1% Employee Contribution under payment options.
8
{TO
Reswlar l\'Ieetin2 City Commission
AU2ust 25.1997
96-97-21
Pa2e 6
Commissioner Blake menti9ned that he would like to see the maximum height of the towers
at 160 feet. Discussion.
Manager McLemore said if the height of the towers is being reduced he would like to reduce
the number of providers on the towers to 3 or a maximum of 4.
J. R. Chischum, and Andy Christian, representatives of tower companies spoke regarding the
ordinance.
Mayor Partyk.'\ spoke regarding the Ordinance.
Motion was made by Commissioner Blake to approve the First Reading of Ordinance No. 678
and to read by title only, encompassing the changes agreed upon and those being: the
maximum height of the towers to be 165 feet and a minimum of three and a maximum of 4 co-
locations on the towers. Seconded by Commissioner McLeod. Discussion. Vote:
Commissioner McLeod: aye; Commissioner Gennell: aye; Commissioner Langellotti: aye;
Commissioner Blake: aye; Commissioner Conniff: aye. Motion passes.
Attorney Guthrie read Ordinance 678 by title only on First Reading.
Mayor Partyka called a recess at 8:20 p.m. Mayor Partyka reconvened the Regular Meeting at 8:30
p.m.
City Manager
H. Requesting the Commission discuss alternative improvements to the City's Pension Plan.
PURPOSE: to have the Commission discuss pension plan options and select an option for FY 97-98:
Manager McLemore gave the Commission an overview of the pension plan options. Manager
McLemore introduced Sandy Turner of Bates & Turner Pension Managers. Discussion.
Motion was made by Commissioner McLeod to approve a unified City Offset Pension Plan
with a 30 year max, a 15 year amortization, nonnal retirement at age 55 with 10 years of
service and disability coverage and to authorize the City Manager to employ a competent
Attorney specializing in retirement plans to draft a new set of pension documents and to
continue the plan with Sun Trust until next year; "and the City will off set 8% and the
employees will make up the remainder of the cost which will be 2%. Seconded by
Commissioner Blake. Discussion. Vote: Commissioner LangeUotti: aye; Commissioner Blake:
aye; Commissioner Gennell: aye; Commissioner Conniff: aye; Commissioner McLeod: aye.
Motion passes.
Mayor's Office
1. Resolution No. 827 - Expressing appreciation to Art Hoffinann for his service on the Planning and
Zoning BoardILocal Planing Agency:
Motion was made by Commissioner Conniff to approve Resolution No. 830. Seconded by
Commissioner Blake. Discussion. Vote: Commissioner Conniff: aye; Commissioner Blake:
aye; Commissioner Langellotti: aye; Commissioner GenneU: aye; Commissioner McLeod: aye.
COMMISSION AGENDA
ITEM D
September 22 1997
Meeting
REGULAR
CONSENT
INFORMATIONAL
.-'
x
- REQUEST: The City Manager is requesting the City Commission authorize the City
l\'Ianager to retain the services of Gray, Harris and Robinson, Attorneys at
Law, to develop new pension plan documents.
PURPOSE: The purpose of this agenda item is for the City Commission to authorize
the City Manager to retain the services of Gray, Harris and Robinson, Attorneys
at Law, to develop all the necessary documents to implement the City's new
pension plan.
CONSIDERA nONS:
This authorization is needed to allow the City Manager to retain the services of
Mr. Rick Burke of Gray, Harris and Robinson, Attorneys at Law, to prepare all
the documents necessary to implement the City's new pension plan.
At the August 25, 1997 City Commission meeting, the City Commission
authorized the City Manager to employ a competent attorney specializing in
retirement plans to draft a new set of pension documents. Bates and Turner, the
City's pension plan consultants recommended Mr. Rick Burke of Gray, Harris
and Robinson as a competent attorney specializing in retirement plans. The City
asked Tom Lang, attorney for the City's pension board, to ascertain ifMr.Burke
was qualified to draft the new pension plan documents. The attached
correspondence from Mr. Lang confirms that Mr. Burke is qualified.
Page 1
FUNDING:
Funds are available in the FY 97/98 budget.
RECOMl\'IENDA TION:
It is recommended that the City Commission authorize the City Manager to retain
the services of Gray, Harris and Robinson, Attorneys at Law, to develop all the
necessary documents to implement the new pension plan for a fee not to exceed
$10,000 plus expenses.
A ITACID\fENTS:
Gray, Harris and Robinson's proposal.
September 5, 1997 correspondence from Mr. Tom Lang.
COMl\flSSION ACTION:
Page 2
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September 1 5, 1997
Mr. lohn Drago
Assistant City Manager
City of Winter Springs
1126 East SR 434
Winter Springs, FL 32708
VIA F ACSI1\1ILE
327-6912
Re: Proposal for Legal Services for
Retirement Plans for City of 'Winter Springs
Dear John;
Pursuant to your request. I am writing this letter to formalize our proposal with respect
to the legal services involved in the revision of the City's "qualified" retirement system. It is
my understanding that the City desires to adopt a "floor-offset arrangement" effective October
1, 1997.
This is a complex retirement system utilizing a defined benefit plan ("DBP") and
money purchase plan ("?vIPP"). However, unlike a traditional DBP/M:PP combination. under a.
floor-offset arrangement, the participant account balances in the MPP are actuarially converted
into DBP type "benefit accruals" which reduce the actual benefit accruals provided under the
OBP. This is a wonderful system which, in essence, provides participants with the greater of
the benefits under both plans. This arrangement is particularly helpful for employees hired by
the City during their later years since the DBP can provide a more mecmingful retirement
benefit for such employees than the existing MPP.
In order to accomplish your objectives it is necessary to totally restate your existing
WP and adopt a .new OBP. The MPP must be restated in order to properly coordinate this
plan with the DBP due to the "integrated" nature of a floor-offset arrangement. Please: be:
advised that the NtPP must be restated for the Ta."X Reform Act of 1986 by the end of the
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GRAY. HARRIS 4c R08INSON
Pro.feS3ional AssociatIon
Mr. 10hn Drago
City of Winter Springs
Page 2
1999 plan year. The restated l'APP will include all amendments to satisfy this requirement
In addition to drafting the necessary plan documents. our legal services will include
the preparation of the following documents for each plan:
1. Summary Plan Description;
2. Administrative Forms;
3. Memorandum on Use of Administrative Fonns;
4. Memorandum on Maintaining a Qualified Plan;
S. Memorandum on the Unemployment Compensation Act of 1992;
6. Summary of the Unemployment Compensation Act of 1992;
7. Swnmary of Pension Provisions of the Small Business Job Protection Act of
1996;
8. Explanation of USERRA;
9. Correspondence to City personnel transmitting all documents, including IRS
submission package (see 11 below);
10. Resolutions adopting the DBP and the restated MPP;
11. IRS submission package requesting a favorable determination letter ("FDL")
which requires preparation of the following documents:
a. IRS Form 5300;
b. IRS Form Schedule Q;
c. IRS Rev. .Proe. 93-39 Demonstrations;
d. IRS Form 2848;
e. IRS Form 8717;
f. IRS Fonn 55-4;
g. Notice to Interested Parties of FDL request;
h. Transmittal correspo.ndence to IRS for FDL request.
In addition, our services will include all necessary communications with the
appropriate IRS Key District personnel regarding the FDL submission request. Further, I am
anticipating various conferences with City personnel and other outside service providen.
All of the above legals services will be provided on an hourly rate basis. ~{y hourly
rate is $235.00 and my paralegals' hourly rate is 560.00. I estimate the legal fees will be in
the $8.000 - $10,000 range. Other expenses will include the IRS "user fee't for the .FDL
request which is $700 per plan, and our out-of-pocket expenses (e.g., postage, long distance
GRAY, HARRIS" ROBINSO,'1
ProfesSional Assocl.lIon
Mr. John Drago
City of Winter Springs
Page 3
telephone calls, etc.). However, you will not be billed for any copy costs.
I hope this letter adequately addresses your request. I truly look forward to the
opportunity of serving the City of Winter Springs. If you have any questions, please contact
me.
Very Truly Yours,
~:-\. .~ E:.. ~
Richard E. Burke
REB/yb
cc: Thomas F. Lang, Esq. (via facsimile)
db:1propoaI.11I'
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MEMORANDUM
lP~1l]
SEP 0 5 1997
SENT VIA FAX - 327-5912
CITY OF WINTER
C.~y ~anag::RINGS
TO:
John Drago
Thomas F. Lang~
September Sf 1997
PROM:
DATE:
RE:
Winter Springs Pension Plan
----------------------------------------.-------------------------
This is a follow-up on my prior memo and our conversations.
I have spoken with Rick Burke. I am of the opinion that he is
qualified to draft the revised plans. I am going to have the
existing Plan w;i.th amendments delivered to him on Monday.
Hopefully, he will be able to give more definition to his proposal.
Please call if you have questions.
5;\=~\C~.M~
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POST O"'''ICII: BOX 315i!8
ORLANOO. 1"1..0RICA 32902.3629
T!::LtFoMONIi: (40'1 4a~'Oio':50
"AX 14071 4aa.ezea
MEMORANDUM
SENT VIA FAX - 327-6912
TO:
John Drago
Thomas "'. Lan~.
September 18, 1997
FROM:
DATE:
RE:
Winter Springs Pension Plan
-----------------------------------------------------------------
In response to Mr. Burke's lette:!:' to you of September 15th, I
think the fees are reasonable.
~: \ T':..\ORAGO. m::M
MONEY PURCHASE PENSION
PLAN AND TRUST
FOR
EMPLOYEES OF THE
CITY OF WINTER SPRINGS
Prepared by :
Richard E. Burke, Esq.
David L. Schick, Esq.
J. Scott Sims, Esq.
Gray, Harris & Robinson, P.A.
201 E. Pine Street, Suite 1200
Post Office Box 3068
Orlando, Florida 32802-3068
(407) 843-8880 Fax (407) 244-5690
ARTICLE I -
1.0 I
1.02
1.03
1.04
1.05
1.06
1.07
1.08
1.09
1.10
l.lI
l.l2
1.13
1.14
1.15
l.l6
1.17
l.l8
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
TABLE OF CONTENTS
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"Plan" ..................................................... 1.1
"Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"Trustee" ........................:.......................... 1.1
"Plan Administrator" ........................................... 1.1
"Retirement Committee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
"Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
[Reserved] .................................................. I. I
"Participant" ................................................. 1.1
"Beneficiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"Compensation" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
"Account" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Accrued Benefit" ............................................. 1.3
"Nonforfeitable" .............................................. 1.3
"Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Plan Entry Date" ............................................. 1.3
"Accounting Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Trust" .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Nontransferable Annuity" ....................................... 1.3
[Reserved] .................................................. 1.3
"Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
"Service" ................................................... 1.4
"Hour of Service" ............................................. 1.4
"Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5
"Required Participant Contributions" ................................ 1.5
ARTICLE II - EMPLOYEE PARTICIPANTS. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.01 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.02 Service and Year of Service - Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.03 Break in Service - Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.04 Participation upon Re-employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
ARTICLE ill - EMPLOYER CONTRIBUTIONS AND FORFEITURES..... .... .. . 3.1
3.01 Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.02 Determination of Contribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.03 Time of Payment of Contribution .................................. 3.1
3.04 Contribution Allocation ......................................... 3.1
3.05 Forfeiture Allocation ........................................... 3.1
3.06 Accrual of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 3.1
3.07 Limitations on Allocations to Participants' Accounts. .. . . . . . . . . . . . . . . . . . . . 3.2
3.08 Definitions - Article III ......................................... 3.3
WSMP .PLN\007
ARTICLE IV - PARTICIPANT CONTRIBUTIONS ............................ 4.1
4.01 Required Participant Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
4.02 Participant Voluntary Contributions ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
4.03 Participant Rollover Contributions . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . 4.1
4.04 Participant Contribution - Forfeitability ............................... 4.2
4.05 Participant Rollover Contribution - WithdrawalIDistribution ................ 4.2
4.06 Participant Rollover Contribution - Accrued Benefit. . . . . . . . . . . . . .. . . . . . . . 4.2
ARTICLE V - TERMINATION OF SERVICE - PARTICIPANT VESTING. . . . . . . . . 5.1
5.01 Nonnal Retirement Age ......................................... 5.1
5.02 Participant Disability or Death. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
5.03 Vesting Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.1
5.04 Cash-Out Distributions ~o Partially-Vested Participants/ Restoration of Forfeited
Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.2
5.05 Segregated Account for Repaid Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
5.06 Year of Service - Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
5.07 Break In Service - Vesting ....................................... 5.3
5.08 Included Years of Service - Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
5.09 Forfeiture Occurs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.4
ARTICLE VI - TIME AND METHOD OF PAYMENT OF BENEFITS. . . . . . . . . . . . 6.1
6.01 Time of Payment of Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
6.02 Method of Payment of Accrued Benefit .............................. 6.2
6.03 Benefit Payment Elections ....................................... 6.4
6.04 Annuity Distributions to Participants and Surviving Spouses . . . . . . . . . . . . . . . . 6.5
, 6.05 Waiver Election - Qualified Joint and Survivor Annuity . . . . . . . . . . . . . . . . . . . 6.6
6.06 Waiver Election- Preretirement Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . 6.7
6.07 Distributions under Domestic Relations Orders ......................... 6.7
6.08 Distributions Not Exceeding $5,000 - Taxpayer Relief Act of 1997 ........... 6.8
ARTICLE VII - EMPLOYER ADMINISTRATIVE PROVISIONS. . . . . . . . . . . . . . . . .7.1
7.01 Infonnation to Retirement Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
7.02 No Liability ....................................... '. . . . . . . . . . 7.1
7.03 Indemnity of Certain Fiduciaries ................................... 7.1
7.04 [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
7.05 Amendment to Vesting Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
ARTICLE VIII - PARTICIPANT ADMINISTRATIVE PROVISIONS. . . . . . . . . . . . . . . 8.1
8.01 Beneficiary Designation ......................................... 8.1
8.02 No Beneficiary DesignationlDeath of Beneficiary. . . . . . . . . . . . . . . . . . . . . . . . 8.1
8.03 Personal Data to Retirement Committee .............................. 8.1
8.04 Address for Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
8.05 Assignment or Alienation ........................................ 8.1
8.06 Notice of Change in Tenns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
8.07 Litigation against the Trust .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
8.08 Infonnation Available .......................................... 8.2
8.09 . Appeal Procedure for Denial of Benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
WSMP.PLN\007 ii
ARTICLE IX - RETIREMENT COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
9.01 Members' Compensation, Expenses ................................. 9.1
9.02 Term...................................................... 9.1
9.03 Powers.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
9.04 General...................... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.1
9.05 Funding Policy ............................................... 9.2
9.06 Manner of Action ............................................. 9.2
9.07 Authorized Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
9.08 Interested Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
9.09 Individual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
9.1 0 Value of Participant's Accrued Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
9.11 Allocation and Distribution of Net Income Gain or Loss. . . . . . . . . . . . . . . . . . . 9.2
9.12 Individual Statement ........................................... 9.3
9.13 Account Charged. ............................................. 9.3
9.14 Unclaimed Account Procedure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9.3
ARTICLE X - CUSTODIAN / TRUSTEE, POWERS AND DUTIES............... 10.1
10.01 Acceptance................................................. 10.1
10.02 Receipt of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
10.03 Investment Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
10.04 Records and Statements ........................................ 10.3
10.05 Fees and Expenses from Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
10.06 Parties to Litigation ........................................... 10.3
10.07 Professional Agents ........................................... 10.3
10.08 Distribution of Cash or Property .................................. 10.3
10.09 Distribution Directions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.3
10.10 Third Party/Multiple Trustees .................................... 10.3
10.11 Resignation................................................. 10.4
10.12 Removal.....;............................................. 10.4
10.13 Interim Duties and Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
10.14 Valuation of Trust . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
10.15 Limi~tion on Liability - If Investment Manager, Ancillary Trustee or Independent
Fiduciary Appointed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.4
10.16 Investment in Group Trust Fund .................................. 10.5
ARTICLE XI - PROVISIONS RELATING TO INSURANCE AND INSURANCE
COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
11.01 Insurance Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
ARTICLE xn - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1
12.01 Evidence................................................... 12.1
12.02 No Responsibility for Employer Action ............................. 12.1
12.03 Fiduciaries not Insurers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 12.1
12.04 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1
12.05 Successors ................................................. 12.1
12.06 Word Usage ................................................ 12.1
12.07 State Law.................................................. 12.1
12.08 Employment Not Guaranteed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.1
WSMP.PLN\007
11l
ARTICLE XIII - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION. . . . . . . . 13.1
13.01 Exclusive Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
13.02 Amendment by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
13.03 Discontinuance .............................................. 13.1
13.04 Full Vesting on Termination ..................................... 13.1
13.05 Merger/Direct Transfer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
13.06 Termination ................................................ 13.2
Article A - Appendix to Plan and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.3
Article B - Appendix to Plan and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.4
Execution Page. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.5
WSMP.PLN\007
IV
Money Purchase Pension Plan and Trust
for Employees of the
City of Winter Springs
The City of Winter Springs, a municipality incorporated under the laws of the State of Florida,
makes this Agreement with the Board of Trustees of the City of Winter Springs, as Trustee.
WITNESSETH:
The City of Winter Springs continues, within this Trust Agreement, a Plan for the administration
and distribution of contributions made by the Employer for the purpose of providing retirement benefits
for eligible Employees. This Plan is an amended plan, in restated form, the original plan being established
on October 1, 1984. The provisions of this Plan, as amended, apply solely to an Employee whose
employment with the Employer terminates on or after October I, 1997. If an Employee's employment
with the Employer terminates prior to October 1, 1997, that Employee is entitled to benefits under the
Plan as the Plan existed on the date of the Employee's termination of employment.
Now, therefore, in consideration of their mutual covenants, the Employer and the Trustee agree
as follows:
ARTICLE I - DEFINITIONS
1.01 "Plan" means the retirement plan established and continued by the Employer in the form
of this Agreement, designated as the Money Purchase Pension Plan and Trust for Employees of the City
of Winter Springs.
1.02 "Employer" means the City of Winter Springs.
1.03 "Trustee" means the Board of Trustees of the City of Winter Springs, or any successor
in office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is the Employer unless the Employer designates another person
to hold the position of Plan Administrator. In addition to his other duties, the Plan Administrator has full
responsibility for compliance with any reporting and disclosure rules applicable to the Plan.
1.05 "Retirement Committee" means the Board of Trustees of the City of Winter Springs,
or any successor who in writing accepts the position of the Retirement Committee.
1.06 "Employee" means any employee of the Employer.
1.07 [Reserved]
1.08 "Participant" is an Employee who is eligible to be and becomes a Participant m
accordance with the provisions of Section 2.01.
WSMP .PLN\007
1.1
1.09 "Beneficiary" is a person designated by a Participant who is or may become entitled to
a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the Plan remains a
Beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A Beneficiary's right
to (and the Plan Administrator's, the Retirement Committee's or a Trustee's duty to provide to the
Beneficiary) information or data concerning the Plan does not arise until he first becomes entitled to
. receive a benefit under the Plan.
1.10 "Compensation" means the Participant's wages, salaries, and other amounts received for
personal services actually rendered in the course of employment with the Employer (including, but not
limited to commissions, overtime pay and bonuses). Compensation also includes elective contributions
made by the Employer on the Employee's behalf. "Elective contributions" are amounts excludible from
the Employee's gross income under Code 99125, 402(a)(8), 402(h) or 403(b) and contributed by the
Employer, at the Employee's election, to a Code 9401(k) arrangement, a Simplified Employee Pension,
cafeteria plan or tax-sheltered annuity. Elective contributions also include: (1) Compensation deferred
under a Code 9457 plan maintained by the Employer; and (2) Employee contributions "picked up" by the
Employer and, pursuant to Code S414(h)(2), treated as Employer contributions. The term "Compensation"
does not include:
(a) Employer contributions (other than elective contributions) to a plan of deferred compensation
to the extent the contributions are not included in the gross income of the Employee for the
taXable year in which contributed, on behalf of an Employee to a Simplified Employee Pension
Plan to the extent such contributions are excludible from the Employee's gross income, and any
distributions from a plan of deferred compensation, regardless of whether such amounts are
includible in the gross income of the Employee when distributed.
(b) Other amounts which receive special tax benefits, such as premiums for group term life
insurance (but only to the extent that the premiums are not includible in the gross income of the
Employee), or contributions made by an Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract described in Code 9403(b) (whether or
not the contributions are excludible from the gross income of the Employee), other than "elective
contributions" .
Any reference in this Plan to Compensation is a reference to the definition in this Section 1.10,
unless the Plan reference specifies a modification to this definition. The Retirement Committee will take
into account only Compensation actually paid for the relevant period.
(A) Limitations on Compensation.
(1) Compensation dollar limitation. For any Plan Year beginning after December 31, 1995,
the Retirement Committee must take into account no more Compensation than the Compensation
Limitation prescribed by Code 9401(a)(17). The Compensation Limitation is $150,000 for the 1996 Plan
Year. For Plan Years beginning after December 31, 1996, the Compensation Limitation is the adjusted
dollar amount determined in accordance with Code 9401(a)(17). The Compensation Limitation in effect
for any Plan Year (or for any 12-month Compensation period) is the Compensation Limitation in effect
at the beginning of that Plan Year (or other 12-month period). F or a Plan Year (or other Compensation
measuring period) of less than 12 months, the Compensation Limitation is a prorated dollar amount,
determined by multiplying the Compensation Limitation by a fraction equal to the number of months in
the short period divided by 12.
WSMP .PLN\007
1.2
(2) Application of compensation limitation to certain family members. The Compensation
limitation applies to the combined Compensation of any Highly Compensated Employee (as defined in
Code 9414(q)) and of any family member aggregated with such Employee (pursuant to Code 9414(q)(6))
who is either (i) such Employee's spouse; or (ii) such Employee's lineal descendant under the age of 19.
If, for a Plan Year, the combined Compensation of the Employee and such family members who are
Participants entitled to an allocation for that Plan Year exceeds the Compensation limitation,
"Compensation" for each such Participant, for purposes of the contribution and allocation provisions of
Article III, means his Adjusted Compensation. Adjusted Compensation is the amount which bears the
same ratio to the Compensation limitation as the affected Participant's Compensation (without regard to
the Compensation limitation) bears to the combined Compensation of all the affected Participants in the
family unit. The provisions of this paragraph (A)(2) of this Section 1.10 shall not apply to Plan Years
beginning on or after October I, 1997.
1.11 "Account" means the separate account(s) which the Retirement Committee or the Trustee
maintains for a Participant under the Plan.
1.12 "Accrued Benefit" means the amount standing in a Participant's Account(s) as of any
date derived from Employer contributions, Required Participant Contributions, Participant rollover
contributions and direct transfers from other qualified retirement plans to the Participant's Account.
1.13 "Nonforfeitable" means a Participant's or Beneficiary's unconditional claim, legally
enforceable against the Plan, to the Participant's Accrued Benefit.
1.14 "Plan Year" means the fiscal year of the Plan, a 12 consecutive month period ending
every September 30.
1.15 "Effective Date" of this Plan as restated is October I, 1989.
1.16 "Plan Entry Date" means the date(s) prescribed by Section 2.01.
1.17 "Accounting Date" is the last day of the Plan Year.
1.18 "Trust" means the separate Trust created under the Plan.
1.19 "Trust Fund" means all property of every kind held or acquired by the Employer's Plan,
other than incidental benefit insurance contracts.
1.20 "Nontransferable Annuity" means an annuity which by its terms provides that it may
not be sold, assigned, discounted, pledged as collateral for a loan or security for the performance of an
obligation or for any purpose to any person other than the insurance company. If the Plan distributes an
annuity contract, the contract must be a Nontransferable Annuity.
1.21
[Reserved ]
1.22
"Code" means the Internal Revenue Code of 1986, as amended.
WSMP.PLNlOO7
1.3
1.23 "Service" means any period of time the Employee is in the employ of the Employer,
including any period the Employee is on an unpaid leave of absence authorized by the Employer under
a unifonn, nondiscriminatory policy applicable to all Employees. "Separation from Service" means the
Employee no longer has an employment relationship with the Employer maintaining this Plan.
1.24 "Hour of Service" means:
(a) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment, for the perfonnanc~ of duties. The
Retirement Committee credits Hours of Service under this paragraph (a) to the Employee for the
computation period in which the Employee perfonns the duties, irrespective of when paid;
(b) Each Hour of Service for back pay, irrespective of mitigation of damages, to which the
Employer has agreed or for which the Employee has received an award. The Retirement
Committee credits Hours of Service under this paragraph (b) to the Employee for the computation
period(s) to which the award or the agreement pertains rather than for the computation period in
which the award, agreement or payment is made; and
(c) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective of. whether the
employment relationship is tenninated), for reasons other than for the perfonnance of duties
during a computation period, such as leave of absence, vacation, holiday, sick leave, illness,
incapacity (including disability), layoff, jury duty or military duty. The Retirement Committee
will credit no more than 501 Hours of Service under this paragraph (c) to an Employee on
account of any single continuous period during which the Employee does not perfonn any duties
(whether or not such period occurs during a single computation period).
(d) Each Hour of Service the Employee is on an unpaid leave of absence authorized by the
Employer under a unifonn, nondiscriminatory policy applicable to all Employees under which the
Employer specifically credits'Hours of Service for such unpaid leave of absence.
The Retirement Committee will not credit an Hour of Service under more than one of the above
paragraphs. A comp.utation period for purposes of this Section 1.24 is the Plan Year, Year of Service
period, Break in Service period or other period, as determined under the Plan provision for which the
Retirement Committee is measuring an Employee's Hours of Service. The Retirement Committee will
resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.
(A) Method of crediting Hours of Service. The Retirement Committee will credit every Employee
with Hours of Service on the basis of the "actual" method. For purposes of the Plan, "actual" method
means the detennination of Hours of Service from records of hours worked and hours for which the
Employer makes payment or for which payment is due from the Employer.
(B) Maternity/paternity .Ieave. Solely for purposes of detennining whether the Employee incurs a
Break in Service under any provision of this Plan, the Retirement Committee must credit Hours of Service
during an Employee's unpaid absence period due to maternity or paternity leave. The Retirement
Committee considers an Employee on maternity or paternity leave if the Employee's absence is due to
the Employee's pregnancy, the birth of the Employee's child, the placement with the Employee of an
adopted child. or the care of the Employee's child immediately following the child's birth or placement.
The Retirement Committee credits Hours of Service under this paragraph on the basis of the number of
WSMP.PLNl007
1.4
Hours of Service the Employee would receive if he were paid during the absence period or, if the
Retirement Committee cannot determine the number of Hours of Service the Employee would receive,
on the basis of 8 hours per day during the absence period. The Retirement Committee will credit only
the number (not exceeding 501) of Hours of Service necessary to prevent an Employee's Break. in Service.
The Retirement Committee credits all Hours of Service described in this paragraph to the computation
period in which the absence period begins or, if the Employee does not need these Hours of Service to
prevent a Break in Service in the computation period in which his absence period begins, the Retirement
Committee credits these Hours of Service to the immediately following computation period.
1.25 "Disability" means a physical or mental condition of a Participant pennitting such
Participant to be eligible for benefits under the Employer's long term disability program.
1.26 "Required Participant Contributions" means the contributions made by the Participant
in accordance with Section 4.01.
* * * . * '. * * . * * * * * *
WSMP.PLN\007
1.5
. .;:':. "/
~. .> '~~"~~' ..~~. ;1;~~.~W7'
~ , . :'
, :~:: . :. ::
ARTICLE II - EMPLOYEE PARTICIPANTS
2.01 Eligibility. With respect to Employees employed by the Employer on or after June 1,
1997, each such Employee becomes a Participant in the Plan on the first day of the month (if employed
on that date) immediately following the date 6 months after his Employment Commencement Date.
With respect to Employees employed by the Employer prior to June 1, 1997, each such Employee
who completes one Year of Service shall become a ~articipant in the Plan on the earlier of:
(i) the first day of the Plan Year following satisfaction of the one Year of Service
requirement; or
(ii) the first day of the 6th month following satisfaction of the one Year of Service
requirement.
2.02 Service and Year of Service - Participation. For purposes of an Employee's
participation in the Plan under Section 2.01, the Plan takes int~ account all of his Service and Years of
Service with the Employer. "Year of Service" means an eligibility computation period during which the
Employee completes not less than 1,000 Hours of Service. The initial eligibility computation period is
the first 12 consecutive month period measured from the Employment Commencement Date. The Plan
measures the subsequent periods by reference to the Plan Year, beginning with the Plan Year which
includes the first anniversary of the Employee's Employment Commencement Date. "Employment
Commencement Date" means the date on which the Employee first performs an Hour of Service for the
Employer.
2.03 Break in Service - Participation. For purposes of participation in the Plan, the Plan does
not apply any Break in Service rule.
2.04 Participation upon Re-employment. A Participant whose employment
with the Employer terminates will re-enter the Plan as a Participant on the date of his re-employment.
An Employee who satisfies the Plan's eligibility conditions but who terminates employment with the
Employer prior to becoming a Participant will become a Participant on the later of the Plan Entry Date
on which he would have entered the Plan had he not terminated employment or the date of his
re-employment. Any Employee who terminates employment prior to satisfying the Plan's eligibility
conditions becomes a Participant in accordance with the provisions of Section 2.01.
* * * * * * * * * * * * * * *
WSMP .PLN\007
2.1
ARTICLE In - EMPLOYER CONTRIBUTIONS AND FORFEITURES
Part 1. Amount of Emplover Contributions and Plan Allocations: Sections 3.01 throueh 3.06
3.01 Amount. For each Plan Year, the Employer will contribute to the Trust in an amount
equal to 4% of each Participant's Compensation for the Plan Year. The Employer will determine its
contribution by taking into account only the Participant's Compensation taken into account under Section
3.06. The Employer contribution on behalf of a Participant may not exceed the Participant's annual
additions limitation described in Part 2 of Article III, even if the contribution formula otherwise would
require a larger contribution. The Employer intends the Plan to be a money purchase pension plan for all
purposes of the Code.
The Employer contributes to this Plan on the condition its contribution is not due to a mistake of fact.
The Trustee, upon written request from the Employer, must return to the Employer the amount of the
Employer's contribution made by the Employer by mistake of fact. The Trustee will not return any
portion of the Employer's contribution under the provisions of this paragraph more than one year after
the Employer made the contribution by mistake of fact. The Trustee will not increase the amount of the
Employer contribution returnable under this Section 3.01 for any earnings attributable to the contribution,
but the Trustee will decrease the Employer contribution returnab,le for any losses attributable to it.
3.02 Determination of Contribution. The Employer, from its records, determines the amount
of any contributions to be made by it to the Trust under the terms of the Plan.
3.03 Time of Payment of Contribution. The Employer shall pay to the Trustee its
contribution to the Plan for each Plan Year in quarterly installments or in installments equally divided
among pay periods whichever the City commission shall designate at the beginning of each fiscal year.
If the City commission fails to make such designation, the contributions shall be made in installments
equally divided among pay periods. The Plan shall be considered to be fully funded if all required
contributions are paid within ninety days of the date such payments were due.
3.04 Contribution Allocation. The Retirement Committee will allocate and credit the
Employer contribution to the Employer Contributions Account of each Participant, in accordance with the
contribution formula under Section 3.01, as of the valuation date (as defined in Section 9.11) coincident
with or next following the date such amounts are contributed to the Trust.
3.05 Forfeiture Allocation. The amount of a Participant's Accrued Benefit forfeited under
the Plan is a Participant forfeiture. Subject to any restoration allocation required under Sections 5.04 or
9.14, the Retirement Committee will allocate a Participant forfeiture in accordance with Section 3.04, to
reduce the Employer contribution for the Plan Year in which the forfeiture occurs. The Retirement
Committee will continue to hold the undistributed, non-vested portion of a terminated Participant's
Accrued Benefit in his Account solely for his benefit until a forfeiture occurs at the time specified in
Section 5.09.
3.06 Accrual of Benefit. The Retirement Committee will determine the accrual of benefit
(Employer contributions under Section 3.01) on the basis of the Plan Year.
WSMP.PLNl007
3.1
(A) Compensation Taken Into Account. In allocating an Employer contribution to a Participant's
Account under Section 3.01, the Retirement Committee will take into account only the Compensation
determined for the portion of the Plan Year in which the Employee actually is a Participant.
Part 2. Limitations On Allocations: Sections 3.07 and 3.08
3.07 Limitations on Allocations to Participants' Accounts. The amount of Annual Additions
which the Retirement Committee may allocate under this Plan on a Participant's behalf for a Limitation
Year may not exceed the Maximum Permissible Amount. If the amount the Employer otherwise would
contribute to the Participant's Account would cause the Annual Additions for the Limitation Year to
exceed the Maximum Permissible Amount, the Employer will reduce the amount of its contribution so
the Annual Additions for the Limitation Year will equal the Maximum Permissible Amount.
(A) Estimation of Compensation. Prior to the determination of the Participant's actual Compensation
for a Limitation Year, the Retirement Committee may determine the Maximum Permissible Amount on
the basis of the Participant's estimated annual Compensation for such Limitation Year. The Retirement
Committee must make this determination on a reasonable and uniform basis for all Participants similarly
situated. The Retirement Committee must reduce any Employer contributions (including any allocation
of forfeitures) based on estimated annual Compensation by any Excess Amounts carried over from prior
years. As soon as is administratively feasible after the end of the Limitation Year, the Retirement
Committee will determine the Maximum Permissible Amount for such Limitation Year on the basis of
the Participant's actual Compensation for such Limitation Year.
(B) Disposition of Excess Amount. If, pursuant to Section 3.07(A), or because of the allocation of
forfeitures, there is an Excess Amount with respect to a Participant for a Limitation Year, the Retirement
Committee will dispose of such Excess Amount as follows:
(a) The Retirement Committee will hold the Excess Amount unallocated in a suspense
account. The Retirement Committee will apply the suspense account to reduce Employer
Contributions for all remaining Participants in the next Limitation Year, and in each succeeding
Limitation Year if necessary. The Employer may not contribute to the Plan for any Limitation
Year in which the Plan is unable to allocate fully a suspense account maintained pursuant to this
paragraph (a).
(b) The Retirement Committee will not distribute any Excess Amount(s) to Participants or to
former Participants.
(C) Defined Benefit Plan Limitation. If the Participant presently participates, or has ever participated
under a defmed benefit plan maintained by the Employer, then the sum of the defined benefit plan fraction
and the defmed contribution plan fraction for the Participant for that Limitation Year must not exceed 1.0.
To the extent necessary to satisfy this limitation, the Employer will reduce the Participant's projected
annual benefit under the defined benefit plan under which the Participant participates.
WSMP.PLN\007
3.2
3.08 Definitions - Article III. For purposes of Article III, the following tenns mean:
(a) "Annual Addition" - The sum of the following amounts allocated on behalf of a
Participant for a Limitation Year, of (i) all Employer contributions; (ii) all forfeitures; and (iii)
all Employee contributions. Except to the extent provided in Treasury regulations, Annual
Additions include excess contributions described in Code S401(k), excess aggregate contributions
described in Code s401(m) and excess deferrals described in Code S402(g), irrespective of
whether the plan distributes or forfeits such excess amounts. Annual Additions also include
Excess Amounts reapplied to reduce Employer contributions under Section 3.07. Amounts
allocated after March 31, 1984, to an individual medical account (as defined in Code S415(1)(2))
included as part of a defined benefit plan maintained by the Employer are Annual Additions.
Furthennore, Annual Additions include contributions paid or accrued after December 31, 1985,
for taxable years ending after December 31, 1985, attributable to post-retirement medical benefits
allocated to the separate account of a key employee (as defined in Code S419A(d)(3)) under a
welfare benefit fund (as defined in Code s419(e)) maintained by the Employer, but only for
purposes of the dollar limitation applicable to the Maximum Pennissible Amount.
(b) "Compensation" - For purposes of applying the limitations of Part 2 of this Article III,
"Compensation" means Compensation as defined in Section 1.10, except Compensation does not
include elective contributions and any exclusion from Compensation (other than the exclusion of
elective contributions and the exclusions described in paragraphs (a) and (b) of Section 1.10) does
not apply. Notwithstanding the preceding sentence, with respect to Plan Years beginning on and
after October 1, 1998, Compensation includes elective contributions.
(c) "Maximum Pennissible Amount" - The lesser of (i) $30,000 (or, if greater, one-fourth of
the defined benefit dollar limitation under Code S415(b)(I)(A)), or (ii) 25% of the Participant's
Compensation for the Limitation Year. If there is a short Limitation Year because of a change
in Limitation Year, the Retirement Committee will multiply the $30,000 (or adjusted) limitation
by the following fraction:
Number of months in the short Limitation Year
12
(d) "Employer" - The Employer that adopts this Plan and any employers aggregated with the
Employer pursuant to Code SS414(b), 414(c), 414(m) or 414(0). Solely for purposes of applying
the limitations of Part 2 of this Article III, the Retirement Committee will detennine aggregated
employers by modifying Code S414(b) and (c) in accordance with Code S415(h).
(e) "Excess Amount" - The excess of the Participant's Annual Additions for the Limitation
Year over the Maximum Pennissible Amount.
(t) "Limitation Year" - The Plan Year. If the Employer amends the Limitation Year to a
different 12 consecutive month period, the new Limitation Year must begin on a date within the
Limitation Year for which the Employer makes the amendment, creating a short Limitation Year.
WSMP.PLNl007
3.3
(g) "Defmed contribution plan" - A retirement plan which provides for an individual account
for each participant and for benefits based solely on the amount contributed to the participant's
account, and any income, expenses, gains and losses, and any forfeitures of accounts of other
participants which the plan may allocate to such participant's account. The Retirement Committee
must treat all defmed contribution plans (whether or not tenninated) maintained by the Employer
as a single plan. Solely for purposes of the limitations of Part 2 of this Article III, the Retirement
Committee will treat employee contributions made to a defined benefit plan maintained by the
Employer as a separate defined contribution plan. The Retirement Committee also will treat as
a defined contribution plan an individual medical account (as defined in Code 9415(1)(2)) included
as part of a defined benefit plan maintained by the Employer and, for taxable years ending after
December 31, 1985, a welfare benefit fund under Code 94l9(e) maintained by the Employer to
the extent there are post-retirement medical benefits allocated to the separate account of a key
employee (as defined in Code 9419A(d)(3)).
(h) "Defined benefit plan" - A retirement plan which does not provide for individual accounts
for Employer contributions. The Retirement Committee must treat all defined benefit plans
(whether or not tenninated) maintained by the Employer as a single plan.
(i) "Defined benefit plan fraction" -
Proiected annual benefit of the Participant under the defined benefit planes)
The lesser of (i) 125% of the dollar limitation in effect under
Code 9 415(bXIXA) for the Limitation Year, or (ii) 140%
of the Participant's average Compensation for his
high three (3) consecutive Years of Service
To detennine the denominator of this fraction, the Retirement Committee will make any
adjustment required under Code 9415(b) and will detennine a Year of Service as a Plan Year in
which the Employee completed at least 1,000 Hours of Service. The "projected annual benefit"
is the annual retirement benefit (adjusted to an actuarially equivalent straight life annuity if the
plan expresses such benefit in a fonn other than a straight life annuity or qualified joint and
survivor annuity) of the Participant under the tenns of the defined benefit plan on the assumptions
he continues employment until his nonnal retirement age (or current age, if later) as stated in the
defined benefit plan, his compensation continues at the same rate as in effect in the Limitation
Year under consideration until the date of his normal retirement age and all other relevant factors
used to detennine benefits under the defined benefit plan remain constant as of .the current
Limitation Year for all future Limitation Years.
(j) "Defined contribution plan fraction" -
The sum, as of the close of the Limitation Year, of the Annual Additions
to the Participant's Account under the defined contribution plan(s)
The sum of the lesser of the following amounts detennined for the Limitation Year
and for each prior Year of Service with the Employer: (i) 125% of the dollar
limitation in effect under Code9415(cX1XA) for the Limitation Year
(determined without regard to the special dollar limitations
for employee stock ownership plans), or (ii) 35% of the
Participant's Compensation for the Limitation Year
WSMP.PLN\007
3.4
For purposes of detennining the defined contribution plan fraction, the Retirement
Committee will not recompute Annual Additions in Limitation Years beginning prior to January 1,
1987, to treat all Employee contributions as Annual Additions. If the Plan satisfied Code ~415 for
Limitation Years beginning prior to January 1, 1987, the Retirement Committee will redetennine
the defined contribution plan fraction and the defined benefit plan fraction as of the end of the
1986 Limitation Year, in accordance with this Section 3.19. If the sum of the redetennined
fractions exceeds 1.0, the Retirement Committee will subtract pennanently from the numerator
of the defined contribution plan fraction an amount equal to the product of (1) the excess of the
sum of the fractions over 1.0, times (2) the denominator of the defined contribution plan fraction.
In making the adjustment, the Retirement Committee must disregard any accrued benefit under
the defined benefit plan which is in excess of the Current Accrued Benefit. This Plan continues
any transitional rules applicable to the detennination of the defined contribution plan fraction
under the Employer's Plan as of the end of the 1986 Limitation Year.
* * * * * * * * * * * * * * *
WSMP.PLN\007
3.5
ARTICLE IV - PARTICIPANT CONTRIBUTIONS
4.01 Required Participant Contributions. Effective October 1, 1997, each Participant is
required to contribute two percent (2%) of Compensation to the Plan, which contribution shall be
considered his Required Participant Contribution. With respect to the Plan Year beginning October 1,
1996, the Required Participant Contribution was one percent (1 %) of Compensation. Prior to October 1,
1996, Participant Contributions were not required.
No Participant shall have the right to discontinue or vary the rate of the Required Participant
Contributions. No Participant shall have the option of receiving the Required Participant Contributions
directly rather than having such amounts paid into the Plan.
The Employer shall remit Required Participant Contributions to the Trustee on a payroll basis.
The Retirement Committee must maintain a separate account in the name of each Participant to reflect the
Participant's Accrued Benefit under the Plan derived from his Required Participant Contributions. A
Participant's Accrued Benefit derived from his Required Participant Contributions as of any applicable
date is the balance of his Participant Required Contributions Account. The Retirement Committee shall
allocate Required Participant Contributions to each Participants Required Participant Contributions Account
as of the valuation date (as defined in Section 9.11) coincident with or next following the date such.
amounts are contributed to the Trust.
Required Participant Contributions shall be considered an Employer "pick-up" contribution under
Code ~414(h)(2). Such contributions are intended to satisfy the requirements of Code ~414(h)(2) and shall
be treated as Employer contributions which reduce a Participant's taxable Compensation.
4.02 Participant Voluntary Contributions. The Plan does not pennit Participant voluntary
contributions.
4.03 Participant Rollover Contributions. Any Participant, with the Employer's written
consent and after filing with the Trustee the fonn prescribed by the Retirement Committee, may contribute
cash or other property to the Trust other than as a voluntary contribution if the contribution is a "rollover
contribution" which the Code penn its an employee to transfer either directly or indirectly from one
qualified plan to another qualified plan. Before accepting a rollover contribution, the Trustee may require
an Employee to furnish satisfactory evidence that the proposed transfer is in fact a "rollover contribution"
which the Code pennits an employee to make to a qualified plan. A rollover contribution is not an Annual
Addition under Part 2 of Article III.
Unless directed by the Retirement Committee to invest the rollover contributions in a segregated
investment Account, the Trustee will invest the rollover contribution as part of the Trust Fund. Except as
otherwise provided herein, the Trustee will hold, administer and distribute a rollover contribution in the
same manner as any Employer contribution made to the Trust.
An eligible Employee, prior to satisfying the Plan's eligibility conditions, may make a rollover
contribution to the Trust to the same extent and in the same manner as a Participant. If an Employee
makes a rollover contribution to the Trust prior to satisfying the Plan's eligibility conditions, the
Retirement Committee and Trustee must treat the Employee as a Participant for all purposes of the Plan
except the Employee is not a Participant for purposes of sharing in Employer contributions under the Plan
or for the purposes of making Required Participant Contributions until he actually becomes a Participant
WSMP.PLN\007
4.1
in the Plan. If the Employee has a Separation from Service prior to becoming a Participant, the Trustee
will distribute his rollover contribution Account to him as if it were an Employer contribution Account.
4.04 Participant Contribution - Forfeitability. A Participant's Accrued Benefit is, at all
times, 100% Nonforfeitable to the extent the value of his Accrued Benefit is derived from his Participant
contributions described in this Article IV.
4.05 Participant Rollover Contribution - Witbdrawal/Distribution. A Participant,
by giving prior written notice to the Trustee, may withdraw all or any part of the value of his Accrued
Benefit derived from his Participant rollover contributions described in Section 4.03. A distribution of
Participant rollover contributions must comply with the joint and survivor requirements described in
Article VI. A Participant may not exercise his right to withdraw the value of his Accrued Benefit derived
from his Participant rollover contributions more than once during any Plan Year. The Trustee, in
accordance with the direction of the Retirement Committee, will distribute a Participant's unwithdrawn
Accrued Benefit attributable to his Participant rollover contributions in accordance with the provisions of
Article VI applicable to the distribution of the Participant's Nonforfeitable Accrued Benefit.
4.06 Participant Rollover Contribution - Accrued Benefit. The Retirement Committee
must maintain a separate Account in the name of each Participant to reflect the Participant's Accrued
Benefit under the Plan derived from his Participant rollover contributions. A Participant's Accrued Benefit
derived from his Participant rollover contributions as of any applicable date is the balance of his separate
Participant rollover contribution Account(s).
* * * * * * * * * * * * * * *
WSMP.PLN\007
4.2
ARTICLE V - TERMINATION OF SERVICE - PARTICIPANT VESTING
5.01 Normal Retirement Age. A Participant's Nonnal Retirement Age is 65 years of age.
A Participant's Accrued Benefit derived from Employer contributions is 100% Nonforfeitable upon and
after his attaining Normal Retirement Age (if employed by the Employer on or after that date).
5.02 Participant Disability or Death. If a Participant's employment with the Employer
terminates as a result of death or disability, the Participant's Accrued Benefit derived from Employer
contributions will be 100% Nonforfeitable.
5.03 Vesting Schedule.
(A) Required Participant Contributions Account and Participant Rollover Contributions
Account. A Participant's Accrued Benefit derived from his Required Participant Contributions and his
Participant rollover contributions is, at all times 100% Nonforfeitable.
(B) Employer Contributions Account. Except as provided in Sections 5.01 and 5.02, for each Year
of Service, a Participant's Nonforfeitable percentage of his Employer Contributions Account equals the
percentage in the following vesting schedule:
Years of Service
With the Employer
Percent of Nonforfeitable
Accrued Benefit
Less than 3 ........................ 0%
3 ............................. 20%
4 ............................. 400/0
5 ............................. 60%
6 .............................. 80%
7 or more ....................... 100%
The vesting s~hedule set forth in the preceding paragraph is effective for Plan Years beginning
on and after October 1, 1997. With respect to Plan Years beginning prior to October I, 1997, the
following vesting schedule applied:
Years of Service
With the Employer
Percent of Nonforfeitable
Accrued Benefit
Less than 4 ........................ 0%
4 ............................. 40%
5 ............................. 50%
6 ............................. 60%
7 ............................. 70%
8 ............................. 80%
9 ............................. 900/0
10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100%
WSMP .PLNl007
5.1
5.04 Cash-Out Distributions to Partially-Vested Participants/ Restoration of Forfeited
Accrued Benefit. If, pursuant to Article VI, a partially-vested Participant receives a cash-out distribution
'before he incurs a Forfeiture Break in Service (as defined in Section 5.08), the cash-out distribution will
result in an immediate forfeiture of the nonvested portion of the Participant's Accrued Benefit derived
from Employer contributions. See Section 5.09. A partially-vested Participant is a Participant whose
Nonforfeitable Percentage determined under Section 5.03 is less than 100%. A cash-out distribution is a
distribution of the entire present value of the Participant's Nonforfeitable Accrued Benefit.
(A) Restoration and Conditions upon Restoration. A partially-vested Participant who is re-employed
by the Employer after receiving a cash-out distribution of the Nonforfeitable percentage of his Accrued
Benefit may repay the Trustee the amount of the cash-out distribution attributable to Employer
contributions, unless the Participant no longer has a right to restoration by reason of the conditions of this
Section 5.04(A). If a partially-vested Participant makes the cash-out distribution repayment, the Retirement
Committee, subject to the conditions of this Section 5.04(A), must restore his Accrued Benefit attributable
to Employer contributions to the same dollar amount as the dollar amount of his Accrued Benefit on the
Accounting Date, or other valuation date, immediately preceding the date of the cash-out distribution,
unadjusted for any gains or losses occurring subsequent to that Accounting Date, or other valuation date.
The Retirement Committee will not restore a re-employed Participant's Accrued Benefit under this
paragraph if:
(I) 5 years have elapsed since the Participant's first re-employment date with the Employer
following the cash-out distribution; or
(2) The Participant incurred a Forfeiture Break in Service (as defined in Section 5.08). This
condition also applies if the Participant makes repayment within the Plan Year in which he incurs
the Forfeiture Break in Service and that Forfeiture Break in Service would result in a complete
forfeiture of the amount the Retirement Committee otherwise would restore.
(B) Time and Method of Restoration. If neither of the two conditions preventing restoration of the
Participant's Accrued Benefit applies, the Retirement Committee will restore the Participant's Accrued
Benefit as of the Plan Year Accounting Date coincident with or immediately following the repayment. To
restore the Participant's Accrued Benefit, the Retirement Committee, to the extent necessary, will allocate
to the Participant's Account:
(I) First, the amount, if any, of Participant forfeitures the Retirement Committee would otherwise
allocate under Section 3.05; and
(2) Second, the amount, if any, of the Trust Fund net income or gain for the Plan Year.
To the extent the amounts described in clauses (1) and (2) are insufficient to enable the Retirement
Committee to make the required restoration, the Employer must contribute, without regard to any
requirement or condition of Section 3.01, the additional amount necessary to enable the Retirement
Committee to make the required restoration. If, for a particular Plan Year, the Retirement Committee must
restore the Accrued Benefit of more than one re-employed Participant, then the Retirement Committee will
make the restoration allocations to each such Participant's Account in the same proportion that a
Participant's restored amount for the Plan Year bears to the restored amount for the Plan Year of all
re-employed Participants. The Retirement Committee will not take into account any allocation under this
Section 5.04 in applying the limitation on allocations under Part 2 of Article III.
WSMP,PLN\007
5.2
(C) 0% Vested Participant. The deemed cash-out rule applies to a 0% vested Participant. A 0%
vested Participant is a Participant whose Accrued Benefit derived from Employer contributions is entirely
forfeitable at the time of his Separation from Service. Under the deemed cash-out rule, the Retirement
Committee will treat the 0% vested Participant as having received a cash-out distribution on the date of
the Participant's Separation from Service or, if the Participant's Account is entitled to an allocation of
Employer contributions for the Plan Year in which he separates from Service, on the last day of that Plan
Year. For purposes of applying the restoration provisions of this Section 5.04, the Retirement Committee
will treat the 0% vested Participant as repaying his cash-out "distribution" on the first date of his re-
employment with the Employer.
5.05 Segregated Account for Repaid Amount. Until the Retirement Committee restores the
Participant's Accrued Benefit, as described in Section 5.04, the Trustee will invest the cash-out amount
the Participant has repaid in a segregated Account maintained solely for that Participant. The Trustee must
invest the amount in the Participant's segregated Account in Federally insured interest bearing savings
account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. Until
commingled with the balance of the Trust Fund on the date the Retirement Committee restores the
Participant's Accrued Benefit, the Participant's segregated Account remains a part of the Trust, but it alone
shares in any income it earns and it alone bears any expense or loss it incurs. Unless the repayment
qualifies as a rollover contribution, the Retirement Committee will direct the Trustee to repay to the
Participant as soon as is administratively practicable the full amount of the Participant's segregated
Account if the Retirement Committee detennines either of the conditions of Section 5.04(A) prevents
restoration as of the applicable Accounting Date, notwithstanding the Participant's repayment.
5.06 Year of Service - Vesting. For purposes of vesting under Section 5.03, Year of Service
means any Plan Year during which an Employee completes not less than 1,000 Hours of Service with the
Employer.
5.07 Break In Service - Vesting. For purposes of this Article V, a Participant incurs a "Break
in Service" if during any Plan Year he does not complete more than 500 Hours of Service with the
Employer.
5.08 Included Years of Service - Vesting.
(A) Included Years of Service. For purposes of detennining."Years of Service" under Section 5.06,
the Plan takes into account all Years of Service an Employee completes with the Employer, except:
(l) Any Year of Service before the Plan Year in which the Participant attained the
age of 18.
(2) In the case of any Employee who has a Break in Service, any Year of Service
before the Break until the Employee has completed a Year of Service after his return.
(3) Any Year of Service before a Break in Service if the number of consecutive
Breaks in Service equals or exceeds the greater of 5 or the aggregate number of the Years
of Service prior to the Break. This exception applies only if the Participant is 0% vested
in his Employer Contributions Account at the time he has a Break in Service.
Furthennore, the aggregate number of Years of Service before a Break in Service does
not include any Years of Service not required to be taken into account under this
exception by reason of any prior Break in Service.
WSMP.PLN\007
5.3
(B) Forfeiture Break in Service. For the sole purpose of detennining a Participant's Nonforfeitable
percentage of his Accrued Benefit derived from Employer contributions which accrued for his benefit prior
to a Forfeiture Break in Service, the Plan disregards any Year of Service after the Participant first incurs
a Forfeiture Break in Service. The Participant incurs a Forfeiture Break in Service when he incurs 5
consecutive Breaks in Service.
5.09 Forfeiture Occurs. A Participant's forfeiture, if any, of his Accrued Benefit derived from
Employer contributions occurs under the Plan on the earlier of:
(a) The last day of the Plan Year in which the Participant first incurs a Forfeiture Break in
Service; or
(b) The date the Participant receives a cash-out distribution.
The Retirement Committee detennines the percentage of a Participant's Accrued Benefit forfeiture,
if any, under this Section 5.09 solely by reference to the vesting schedule of Section 5.03. A Participant
will not forfeit any portion of his Accrued Benefit for any other reason or cause except as expressly
provided by this Section 5.09 or as provided under Section 9.14.
* * * * * * * * * * * * * * *
WSMP.PLN\007
5.4
ARTICLE VI - TIME AND METHOD OF PAYMENT OF BENEFITS
6.01 Time of Payment of Accrued Benefit. Unless, pursuant to Section 6.03, the Participant
or the Beneficiary elects in writing to a different time or method of payment, the Retirement Committee
will direct the Trustee to commence distribution of a Participant's Nonforfeitable Accrued Benefit in
accordance with this Section 6.01. A Participant must consent, in writing, to any distribution required
under this Section 6.01 if the present value of the Participant's Nonforfeitable Accrued Benefit, at the time
of the distribution to the Participant, exceeds $3,500 and the Participant has not attained the later of
Nonnal Retirement Age or age 62. Furthennore, the Participant's spouse also must consent, in writing,
to any distribution, for which Section 6~04 requires the spouse's consent. For all purposes of this Article.
VI, the tenn "annuity starting date" means the first day of the first period for which the Plan pays an
amount as an annuity or in any other fonn. A distribution date under this Article VI, unless otherwise
specified within the Plan, is the first day of each calendar quarter, or as soon as administratively
practicable thereafter. For purposes of the consent requirements under this Article VI, if the present value
of the Participant's Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $3,500, the
Retirement Committee must treat that present value as exceeding $3,500 for purposes of all subsequent
Plan distributions to the Participant.
(A) Separation from Service For a Reason Other Than Death.
(1) Participant's Nonforfeitable Accrued Benefit Not Exceeding $3,500. If the
Participant's Separation from Service is for any reason other than death, the Retirement Committee will
direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit in a lump sum as soon
as administratively practicable following the Participant's Separation from Service, but in no event later
than the 60th day following the close of the Plan Year in which the Participant attains Nonnal Retirement
Age.
(2) Participant's Nonforfeitable Accrued Benefit Exceeds $3,500. If the Participant's
Separation from Service is for any reason other than death, the Retirement Committee will direct the
Trustee to commence distribution of the Participant's Nonforfeitable Accrued Benefit in a fonn and at the
time elected by the Participant, pursuant to Section 6.03. In the absence of an election by the Participant,
the Retirement Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued
Benefit in a lump sum (or, if applicable, the normal annuity form of distribution required under Section
6.04), on the 60th day following the close of the Plan Year in which the latest of the following events
occurs: (a) the Participant attains Nonnal Retirement Age; (b) the Participant attains age 62; or (c) the
Participant's Separation from Service.
(3) Disability. If the Participant's Separation from Service is because of his disability, the
Retirement Committee will direct the Trustee to pay the Participant's Nonforfeitable Accrued Benefit in
lump sum, at the same time as any other Separation from Service, subject to the notice and consent
requirements of this Article VI and to the applicable mandatory commencement dates described in
Paragraph (1) or in Paragraph (2).
(B) Required Beginning Date. If any distribution commencement date described under Paragraph (A)
of this Section 6.01, either by Plan provision or by Participant election (or nonelection), is later than the
Participant's Required Beginning Date, the Retirement Committee instead must direct the Trustee to make
distribution on the Participant's Required Beginning Date. With respect to Plan Years beginning on or
after October 1, 1997, a Participant's Required Beginning Date is April I following the close of the
WSMP.PLN\007
6.1
calendar year in which the Participant separates from Service or, if later, April 1 following the close of
the calendar year in which the Participant attains age 70Yl. With respect to Plan Years beginning prior
to October I, 1997, a Participant's Required Beginning Date is the April 1 following the close of the
calendar year in which the Participant attains age 70Yl. However, if the Participant, prior to incurring a
Separation from Service, attained age 70Yl by January 1, 1988, the Required Beginning Date is the April
I following the close of the calendar year in which the Participant separates from Service. Furthermore,
if a Participant attained age 70Yl during 1988 and did not incur a Separation from Service prior to January
1, 1989, his Required Beg'inning Date is April I, 1990. A mandatory distribution at the Participant's
Required Beginning Date will be in lump sum (or, if applicable, the normal annuity form of distribution
required under Section 6.04) unless the Participant, pursuant to the provisions of this Article VI, makes
a valid election to receive an alternative form of payment.
(C) Death of the Participant. The Retirement Committee will direct the Trustee, in accordance with
this Section 6.01(C), to distribute to the Participant's Beneficiary the Participant's Nonforfeitable Accrued
Benefit remaining in the Trust at the time of the Participant's death.
(1) Deceased Participant's Nonforfeitable Accrued Benefit Does Not Exceed $3,500. The
Retirement Committee, subject to the requirements of Section 6.04, must direct the Trustee to distribute
the deceased Participant's Nonforfeitable Accrued Benefit in a single cash sum, as soon as administratively
practicable following the Participant's death or, if later, the date on which the Retirement Committee
receives notification of or otherwise confirms the Participant's death.
(2) Deceased Participant's Nonforfeitable Accrued Benefit Exceeds $3,500. The
Retirement Committee will direct the Trustee to distribute the deceased Participant's Nonforfeitable
Accrued Benefit at the time and in the form elected by the Participant or, if applicable by the Beneficiary,
as permitted under this Article VI. In the absence of an election, subject to the requirements of Section
6.04, the Retirement Committee will direct the Trustee to distribute the Participant's undistributed
Nonforfeitable Accrued Benefit in a lump sum on the first distribution date following the close of the Plan
Year in which the Participant's death occurs or, if later, the first distribution date following the date the
Retirement Committee receives notification of or otherwise confirms the Participant's death.
If the death benefit is payable in full to the Participant's surviving spouse, the surviving spouse,
in addition to the distribution options provided in this Section 6.01(C), may elect distribution at any time
or in any form (other than a joint and survivor annuity) this Article VI would permit for a Participant.
6.02 Method of Payment of Accrued Benefit. Subject to the annuity distribution
requirements, if any, prescribed by Section 6.04, and any restrictions prescribed by Section 6.03, a
Participant or Beneficiary may elect distribution under the following methods: (a) by payment in a lump
sum; (b) by payment in monthly, quarterly or annual installments over a fixed reasonable period of time,
not exceeding the life expectancy of the Participant or the joint life and last survivor expectancy of the
Participant and his Beneficiary; or (c) by payment of a joint and 100% survivor annuity.
The distribution options permitted under this Section 6.02 are available only if the present value
of the Participant Nonforfeitable Accrued Benefit, at the time of the distribution to the Participant, exceeds
$3,500. To facilitate installment payments under this Article VI, the Retirement Committee may direct
the Trustee to segregate all or any part of the Participant's Accrued Benefit in a separate Account. The
Trustee will. invest the Participant's segregated Account in Federally insured interest bearing savings
account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A
segregated Account remains a part of the Trust, but it alone shares in any income it earns, and it alone
WSMP.PLN\007
6.2
bears any expense or loss it incurs. A Participant or Beneficiary may elect to receive an installment
distribution in the form of a Nontransferable Annuity Contract. Under an installment distribution, the
Participant or Beneficiary, at any time, may elect to accelerate the payment of all, or any portion, of the
Participant's unpaid Nonforfeitable Accrued Benefit, subject to the requirements of Section 6.04.
(A) Minimum Distribution Requirements for Participants. The Retirement Committee may not
direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit, nor may the Participant
elect to have the Trustee distribute his Nonforfeitable Accrued Benefit, under a method of payment which,
as of the Required Beginning Date, does not satisfy the minimum distribution requirements under Code
940I(a)(9) and the applicable Treasury regulations. The minimum distribution for a calendar year equals
the Participant's Nonforfeitable Accrued Benefit as of the latest valuation date preceding the beginning
of the calendar year divided by the Participant's life expectancy or, if applicable, the joint and last
survivor expectancy of the Participant and his designated Beneficiary (as determined under Article VIII,
subject to the requirements of the Code 940I(a)(9) regulations). The Retirement Committee will increase
the Participant's Nonforfeitable Accrued Benefit, as determined on the relevant valuation date, for
contributions or forfeitures allocated after the valuation date and by December 31 of the valuation calendar
year, and will decrease the valuation by distributions made after the valuation date and by December 31
of the valuation calendar year. For purposes of this valuation, the Retirement Committee will treat any
portion of the minimum distribution for the first distribution calendar year made after the close of that
year as a distribution occurring in that first distribution calendar year. In computing a minimum
distribution, the Retirement Committee must use the unisex life expectancy multiples under Treas. Reg.
gl.72-9. The Retirement Committee, only upon the Participant's written request, will compute the
minimum distribution for a calendar year subsequent to the first calendar year for which the Plan requires
a minimum distribution by redetermining the applicable life expectancy. However, the Retirement
Committee may not redetermine the joint life and last survivor expectancy of the Participant and a
nonspouse designated Beneficiary in a manner which takes into account any adjustment to a life
expectancy other than the Participant's life expectancy.
If the Participant's spouse is not his designated Beneficiary, a method of payment to the
Participant (whether by Participant election or by Retirement Committee direction) may not provide more
than incidental benefits to the Beneficiary. For Plan Years beginning after December 31, 1988, the Plan
must satisfy the Minimum Distribution Incidental Benefit ("MOIB") requirement in the Treasury
regulations issued un~er Code 940I(a)(9) for distributions made on or after the Participant's Required
Beginning Date and before the Participant's death. To satisfy the MDIB requirement, the Retirement
Committee will compute the minimum distribution required by this Section 6.02(A) by substituting the
applicable MDIB divisor for the applicable life expectancy factor, if the MDIB divisor is a lesser number.
Following the Participant's death, the Retirement Committee will compute the minimum distribution
required by this Section 6.02(A) solely on the basis of the applicable life expectancy factor and will
disregard the MDIB factor. For Plan Years beginning prior to January I, 1989, the Plan satisfies the
incidental benefits requirement if the distributions to the Participant satisfied the MOIB requirement or
if the present value of the retirement benefits payable solely to the Participant is greater than 50% of the
present value of the total benefits payable to the Participant and his Beneficiaries. The Retirement
Committee must determine whether benefits to the Beneficiary are incidental as of the date the Trustee
is to commence payment of the retirement benefits to the Participant, or as of any date the Trustee
redetermines the payment period to the Participant.
WSMP.PLNl007
6.3
The mInImum distribution for the first distribution calendar year is due by the Participant's
Required Beginning Date. The minimum distribution for each subsequent distribution calendar year,
including the calendar year in which the Participant's Required Beginning Date occurs, is due by
December 31 of that year. If the Participant receives distribution in the form of a Nontransferable Annuity
Contract, the distribution satisfies this Section 6.02(A) if the contract complies with the requirements of
Code 940 I (a)(9) and the applicable Treasury regulations.
(B) Minimum Distribution Requirements for Beneficiaries. The method of distribution to the
Participant's Beneficiary must satisfy Code 940I(a)(9) and the applicable Treasury regulations. If the
Participant's death occurs after his Required Beginning Date or, if earlier, the date the Participant
commences an irrevocable annuity pursuant to Section 6.04, the method of payment to the Beneficiary
must provide for completion of payment over a period which does not exceed the payment period which
had commenced for the Participant. If the Participant's death occurs prior to his Required Beginning
Date, and the Participant had not commenced an irrevocable annuity pursuant to Section 6.04, the method
of payment to the Beneficiary, subject to Section 6.04, must provide for completion of payment to the
Beneficiary over a period not exceeding: (i) 5 years after the date of the Participant's death; or (ii) if the
Beneficiary is a designated Beneficiary, the designated Beneficiary's life expectancy. The Retirement
Committee may not direct payment of the Participant's Nonforfeitable Accrued Benefit over a period
described in clause (ii) unless the Trustee will commence payment to the designated Beneficiary no later
than the December 31 following the close of the calendar year in which the Participant's death occurred
or, if later, and the designated Beneficiary is the Participant's surviving spouse, December 31 of the
calendar year in which the Participant would have attained age 70Y:z. If the Trustee will make distribution
in accordance with clause (ii), the minimum distribution for a calendar year equals the Participant's
Nonforfeitable Accrued Benefit as of the latest valuation date preceding the beginning of the calendar year
divided by the designated Beneficiary's life expectancy. The Retirement Committee must use the unisex
life expectancy multiples under Treas. Reg. 91.72-9 for purposes of applying this paragraph. The
Retirement Committee, only upon the written request of the Participant or of the Participant's surviving
spouse, will recalculate the life expectancy of the Participant's surviving spouse not more frequently than
annually, but may not recalculate the life expectancy of a nonspouse designated Beneficiary after the
Trustee commences payment to the designated Beneficiary. The Retirement Committee will apply this
. paragraph by treating any amount paid to the Participant's child, which becomes payable to the
Participant's surviving spouse upon the child's attaining the age of majority, as paid to the Participant's
surviving spouse. Upon the Beneficiary's written request, the Retirement Committee must direct the
Trustee to accelerate payment of all, or any portion, of the Participant's unpaid Accrued Benefit, as soon
as administratively practicable following the effective date of that request.
6.03 Benefit Payment Elections. Not later than 30 days before the Participant's annuity
starting date, the Retirement Committee must provide a benefit notice to a Participant who is eligible to
make an election under this Section 6.03. The benefit notice must explain the optional forms of benefit
in the Plan, including the material features and relative values of those options, and the Participant's right
to defer distribution until he attains the later of Normal Retirement Age or age 62.
If a Participant or Beneficiary makes an election prescribed by this Section 6.03, the Retirement
Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit in
accordance with that election. Any election under this Section 6.03 is subject to the requirements of
Section 6.02 and of Section 6.04. The Participant or Beneficiary must make an election under this Section
6.03 by filing his election with the Retirement Committee at any time before the Trustee otherwise would
commence to pay a Participant's Accrued Benefit in accordance with the requirements of Article VI.
WSMP.PLNl007
6.4
(A) Participant Elections After Separation from Service. If the present value of a Participant's
Nonforfeitable Accrued Benefit exceeds $3,500, he may elect to have the Trustee commence distribution
as of any distribution date following his Separation from Service. The Participant may reconsider an
election at any time prior to the annuity starting date and elect to commence distribution as of any other
distribution date, but not earlier than the date described in the first sentence of this Paragraph (A).
Following his attainment of Nonnal Retirement Age, a Participant who has separated from Service may
elect distribution as of any distribution date, irrespective of the restrictions otherwise applicable under this
Section 6.03(A). If the Participant is partially-vested in his Accrued Benefit, an election under this
Paragraph (A) to distribute prior to the Participant's incurring a Forfeiture Break in Service (as defined
in Section 5.08), must be in the fonn of a cash-out distribution (as defined in Article V). A Participant
may not receive a cash-out distribution if, prior to the time the Trustee actually makes the cash-out
distribution, the Participant returns to employment with the Employer.
(B) Participant Elections Prior to Separation from Service. During his employment with the
Employer, the Participant does not have any right to commence distribution of his Nonforfeitable Accrued.
Benefit for any reason, unless required by Section 6.01(B).
(C) Death Benefit Elections. If the present value of the deceased Participant's Nonforfeitable
Accrued Benefit exceeds $3,500, the Participant's Beneficiary may elect to have the Trustee distribute the
Participant's Nonforfeitable Accrued Benefit in a fonn and within a period pennitted under Section 6.02.
The Beneficiary's election is subject to any restrictions designated in writing by the Participant and not
revoked as of his date of death.
6.04 Annuity Distributions to Participants and Surviving Spouses.
(A) Joint and Survivor Annuity. The Retirement Committee must direct the Trustee to distribute a
Participant's Nonforfeitable Accrued Benefit in the fonn of a qualified joint and survivor annuity, unless
the Participant makes a valid waiver election (described in Section 6.05) prior to the annuity starting date.
If, as of the annuity starting date, the Participant is married, a qualified joint and survivor annuity is an
immediate annuity which is purchasable with the Participant's Nonforfeitable Accrued Benefit and which
provides a life annuity for the Participant and a survivor annuity payable for the remaining life of the
Participant's surviving spouse equal to 50% of the amount of the annuity payable during the life of the
Participant. If, as of the annuity starting date, the Participant is not married, a qualified joint and survivor
annuity is an immediate life annuity for the Participant which is purchasable with the Participant's
Nonforfeitable Accrued Benefit. On or before the annuity'starting date, the Retirement Committee, without
Participant or spousal consent, must direct the Trustee to pay the Participant's Nonforfeitable Accrued
Benefit in a lump sum, in lieu of a qualified joint and survivor annuity, in accordance with Section 6.01,
if the Participant's Nonforfeitable Accrued Benefit is not greater than $3,500.
(B) Preretirement Survivor Annuity. If a married Participant dies prior to his annuity starting date,
the Retirement Committee will direct the Trustee to distribute the Participant's Nonforfeitable Accrued
Benefit to the Participant's surviving spouse in the fonn of a preretirement survivor annuity, unless the
Participant has a valid waiver election (as described in Section 6.06) in effect, or unless the Participant
and his spouse were not married throughout the one year period ending on the date of his death. A
preretirement survivor annuity is an annuity which is purchasable with 100% of the Participant's
Nonforfeitable Accrued Benefit and which is payable for the life of the Participant's surviving spouse.
If the present value of the preretirement survivor annuity does not exceed $3,500, the Retirement
Committee, on or before the annuity starting date, must direct the Trustee to make a lump sum distribution
to the Participant's surviving spouse, in lieu of a preretirement survivor annuity.
WSMP .PLNl007
6.5
(C) Surviving Spouse Elections. If the present value of the preretirement survivor annuity exceeds
$3,500, the Participant's surviving spouse may elect to have the Trustee commence payment of the
preretirement survivor annuity at any time following the date of the Participant's death, but not later than
the mandatory distribution periods described in Section 6.02, and may elect any of the forms of payment
described in Section 6.02, in lieu of the preretirement survivor annuity. In the absence of an election by
the 'surviving spouse, the Retirement Committee must direct the Trustee to distribute the preretirement
survivor annuity on the first distribution date following the close of the Plan Year in which the latest of
the following events occurs: (i) the Participant's death; (ii) the date the Retirement Committee receives
notification of or otherwise confirms the Participant's death; (iii) the date the Participant would have
attained Normal Retirement Age; or (iv) the date the Participant would have attained age 62.
(D) Special Rules. If the Participant has in effect a valid waiver election regarding the qualified joint
and survivor annuity or the preretirement survivor annuity, the Retirement Committee must direct the
Trustee to distribute the Participant's Nonforfeitable Accrued Benefit in accordance with Sections 6.0 I,
6.02 and 6.03. For purposes of applying this Article VI, the Retirement Committee treats a former spouse
as the Participant's spouse or surviving spouse to the extent provided under a qualified domestic relations
order described in Section 6.07. The provisions of this Section 6.04, and of Sections 6.05 and 6.06, apply
separately to the portion of the Participant's Nonforfeitable Accrued Benefit subject to the qualified
domestic relations order and to the portion of the Participant's Nonforfeitable Accrued Benefit not subject
to that order.
6.05 Waiver Election - Qualified Joint and Survivor Annuity. Not later than 30 days before
the Participant's annuity starting date, the Retirement Committee must provide the Participant a written
explanation of the terms and conditions of the qualified joint and survivor annuity, the Participant's right
to make, and the effect of, an election to waive the joint and survivor form of benefit, the rights of the
Participant's spouse regarding the waiver election and the Participant's right to make, and the effect of,
a revocation of a waiver election. The Plan does not limit the number of times the Participant may revoke
a waiver of the qualified joint and survivor annuity or make a new waiver during the election period.
A married Participant's waiver election is not valid unless (a) the Participant's spouse (to whom
the survivor annuity is payable under the qualified joint and survivor annuity), after the Participant has
received the written explanation described in this Section 6.05, has consented in writing to the waiver
election, the spouse's consent acknowledges the effect of the election, and a notary public or the Plan
Administrator (or his representative) witnesses the spouse's consent, (b) the spouse consents to the
alternate form of payment designated by the Participant or to any change in that designated form of
payment, and (c) unless the spouse is the Participant's sole primary Beneficiary, the spouse consents to
the Participant's Beneficiary designation or to any change in the Participant's Beneficiary designation. The
spouse's consent to a waiver of the qualified joint and survivor annuity is irrevocable, unless the
Participant revokes the waiver election. The spouse may execute a blanket consent to any fonn of payment
designation or to any Beneficiary designation made by the Participant, if the spouse acknowledges the
right to limit that consent to a specific designation but, in writing, waives that right. The consent
requirements of this Section 6.05 apply to a fonner spouse of the Participant, to the extent required under
a qualified domestic relations order described in Section 6.07.
The Retirement Committee will accept as valid a waiver election which does not satisfy the
spousal consent requirements if the Retirement Committee establishes the Participant does not have a
spouse, the Retirement Committee is not able to locate the Participant's spouse, the Participant is legally
separated or has been abandoned (within the meaning of State law) and the Participant has a court order
to that effect, or other circumstances exist under which the Secretary of the Treasury will excuse the
WSMP.PLN\007
6.6
consent requirement. If the Participant's spouse is legally incompetent to give consent, the spouse's legal
guardian (even if the guardian is the Participant) may give consent. .
6.06 Waiver Election - Preretirement Survivor Annuity. The Retirement Committee must
provide a written explanation of the preretirement survivor annuity to each married Participant, within the
following period which ends last: (1) the period beginning on the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year in which the Participant attains age
34; or (2) a reasonable period after an Employee becomes a Participant. A reasonable period described
in clause (2) is the period ending one year after the Employe~ becomes a Participant. If the Participant
separates from Service before attaining age 35, clauses (I) and (2) do not apply and the Retirement
Committee must provide the written explanation within the period beginning one year before and ending
one year after the Separation from Service. The written explanation must describe, in a manner consistent
with Treasury regulations, the terms and conditions of the preretirement survivor annuity comparable to
the explanation of the qualified joint and survivor annuity required under Section 6.05. The Plan does not
limit the number of times the Participant may revoke a waiver of the preretirement survivor annuity or
make a new waiver during the election period.
A Participant's waiver election of the preretirement survivor annuity is not valid unless (a) the
Participant makes the waiver election no earlier than the first day of the Plan Year in which he attains age
35 and (b) the Participant's spouse (to.whom the preretirement survivor annuity is payable) satisfies the
consent requirements described in Section 6.05, except the spouse need not consent to the form of benefit
payable to the designated Beneficiary. The spouse's consent to the waiver of the preretirement survivor
annuity is irrevocable, unless the Participant revokes the waiver election. Irrespective of the time of
election requirement described in clause (a), if the Participant separates from Service prior to the first day
of the Plan Year in which he attains age 35, the Retirement Committee will accept a waiver election as
respects the Participant's Accrued Benefit attributable to his Service prior to his Separation from Service.
Furthermore, if a Participant who has not separated from Service makes a valid waiver election, except
for the timing requirement of clause (a), the Retirement Committee will accept that election as valid, but
only until the first day of the Plan Year in which the Participant attains age 35. A waiver election
described in this paragraph is not valid unless made after the Participant has received the written
explanation described in this Section 6.06.
6.07 Distributions under Domestic Relations . Orders. . Nothing contained
in this Plan prevents the Trustee, in accordance with the direction of the Retirement Committee, from
complying with the provisions of a Qualified Domestic Relations Order (as defined in Code ~414(p)).
This Plan specifically permits distribution to an alternate payee under a qualified domestic relations order
at any time, irrespective of whether the Participant has attained his earliest retirement age (as defined
under Code g414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's
attainment of earliest retirement age is available only if: (I) the order specifies distribution at that time
or permits an agreement between the Plan and the alternate payee to authorize an earlier distribution; and
(2) if the present value of the alternate payee's benefits under the Plan exceeds $3,500, and the order
requires, the alternate payee consents to any distribution occurring prior to the Participant's attainment of
earliest retirement age. Nothing in this Section 6.07 gives a Participant a right to receive distribution at
a time otherwise not permitted under the Plan nor does it permit the alternate payee to receive a form of
payment not otherwise permitted under the Plan.
The Retirement Committee must establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Retirement Committee
promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt
WSMP.PLNl007
6.7
of the order and the Plan's procedures for detennining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the Retirement Committee must
determine the qualified status of the order and must notify the Participant and each alternate payee, in
writing, of its detennination. The Retirement Committee must provide notice under this paragraph by
mailing to the individual's address specified in the domestic relations order, or in a manner consistent with
Department of Labor regulations.
If any portion of the Participant's Nonforfeitable Accrued Benefit is payable during the period the
Retirement Committee is making its detennination of the qualified status of the domestic relations order,
the Retirement Committee must make a separate accounting of the amounts payable. If the Retirement
Committee detennines the order is a qualified domestic relations order within IS months of the date
amounts first are payable following receipt of the order, the Retirement Committee will direct the Trustee
to distribute the payable amounts in accordance with the order. If the Retirement Committee does not
make its detennination of the qualified status of the order within the IS-month detennination period, the
Retirement Committee will direct the Trustee to distribute the payable amounts in the manner the Plan
would distribute if the order did not exist and will apply the order prospectively if the Retirement
Committee later detennines the order is a qualified domestic relations order.
To the extent it is not inconsistent with the provisions of the qualified domestic relations order,
the Retirement Committee may direct the Trustee to invest any partitioned amount in a segregated
subaccount or separate account and to invest the account in Federally insured, interest-bearing savings
account(s) or time deposit(s) (or a combination of both), or in other fixed income investments. A
segregated subaccount remains a part of the Trust, but it alone shares in any income it earns, and it alone
bears any expense or loss it incurs. The Trustee will make any payments or distributions required under
this Section 6.07 by separate benefit checks or other separate distribution to the alternate payee(s).
6.08 Distributions Not Exceeding $5,000 - Taxpayer Relief Act of 1997. This Article VI
makes numerous references to distributions at a time when a Participant's (or a deceased Participant's)
Nonforfeitable Accrued Benefit (or the present value thereof) or the present value of an alternate payee's
benefit under the Plan either exceeds or does not exceed $3,500. Effective October 1, 1997 and thereafter,
"$5,000" shall be substituted for "$3,500" with respect to each such reference in this Article VI.
* * * * * * * * * * * "* * * *
WSMP .PLN\007
6.8
ARTICLE vn - EMPLOYER ADMINISTRATIVE PROVISIONS
7.01 Information to Retirement Committee. The Employer must supply current information
to the Retirement Committee as to the name, date of birth, date of employment, annual compensation,
leaves of absence, Years of Service and date of termination of employment of each Employee who is, or
who will be eligible to become, a Participant under the Plan, together with any other information which
the Retirement Committee considers necessary. The Employer's records as to the current information the
Employer furnishes to the Retirement Committee are conclusive as to all persons.
7.02 No Liability. The Employer assumes no obligation or responsibility to any of its
Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of its Retirement
Committee (unless the Employer is the Retirement Committee).
7.03 Indemnity of Certain Fiduciaries. To the extent permitted under applicable law, the
Employer indemnifies and saves harmless the Plan Administrator, the members of the Re~irement
Committee and the Trustee, and each of them, from and against any and all loss resulting from liability
to which the Plan Administrator, the Retirement Committee, or the members of the Retirement Committee,
and the Trustee may be subjected by reason of any act or conduct (except willful misconduct or gross
negligence) in their official capacities in the administration of this Trust or Plan or both, including all
expenses reasonably incurred in their defense, in case the Employer fails to provide such defense.
7.04 [Reserved]
7.05 Amendment to Vesting Schedule. Though the Employer reserves the right to amend the
vesting schedule at any time, the Retirement Committee will not apply the amended vesting schedule to
reduce the Nonforfeitable percentage of any Participant's Accrued Benefit derived from Employer
contributions (determined as of the later of the date the Employer adopts the amendment, or the date the
amendment becomes effective) to a percentage less than the Nonforfeitable percentage computed under
the Plan without regard to the amendment. An amended vesting schedule will apply to a Participant only
if the Participant receives credit for at least one Hour of Service after the new schedule becomes effective.
If the Employer makes a permissible amendment to the vesting schedule, each Participant having
at least 3 Years of Service with the Employer may elect to have the percentage of his Nonforfeitable
Accrued Benefit computed under the Plan without regard to the amendment. For Plan Years beginning
prior to January 1, 1989, the election described in the preceding sentence applies only to Participants
having at least 5 Years of Service with the Employer. The Participant must file his election with the
Retirement Committee within 60 days of the latest of (a) the Employer's adoption of the amendment; (b)
the effective date of the amendment; or (c) his receipt of a copy of the amendment. The Retirement
Committee, as soon as practicable, must forward a true copy of any amendment to the vesting schedule
to each affected Participant, together with an explanation of the effect of the amendment, the appropriate
form upon which the Participant may make an election to remain under the vesting schedule provided
under the Plan prior to the amendment and notice of the time within which the Participant must make an
election to remain under the prior vesting schedule. The election described in this Section 7.05 does not
apply to a Participant if the amended vesting schedule provides for vesting at least as rapid at all times
as the vesting schedule in effect prior to the amendment.
* * * * * * * * * * * * * * *
WSMP.PLNl007
7.1
ARTICLE VIII - PARTICIPANT ADMINISTRATIVE PROVISIONS
8.01 Beneficiary Designation. Any Participant may from time to time designate, in writing,
any person or persons, contingently or successively, to whom the Trustee will pay his Nonforfeitable
Accrued Benefit in ~he event of his death and the Participant may designate the fonn and method of
payment. The Retirement Committee will prescribe the fonn for the written designation of Beneficiary
and, upon the Participant's filing the fonn with the Retirement Committee, the fonn effectively revokes
all designations filed prior to that date by the same Participant. In the absence of spousal consent (as
required by Article VI) to the Participant's Beneficiary designation, any waiver of the joint and survivor
annuity or of the preretirement survivor annuity is not valid.
8.02 No Beneficiary DesignationlDeath of Beneficiary. If a Participant fails to name a
Beneficiary in accordance with Section 8.01, or if the Beneficiary named by a Participant predeceases him,
then the Trustee will pay the Participant's Nonforfeitable Accrued Benefit in accordance with Section 6.02
in the following order of priority to:
(a) The Participant's surviving spouse;
(b) The Participant's surviving children, including adopted children, in equal shares;
(c) The Participant's surviving parents, in equal shares; or
(d) The Participant's estate.
If the Beneficiary does not predecease the Participant, but dies prior to distribution of the
Participant's entire Nonforfeitable Accrued Benefit, the Trustee will pay the remaining Nonforfeitable
Accrued Benefit to the Beneficiary's estate unless the Participant's Beneficiary designation provides
otherwise. The Retirement Committee will direct the Trustee as to the method and to whom the Trustee
will make payment under this Section 8.02.
8.03 Personal Data to Retirement Committee. Each Participant and each Beneficiary of a
deceased Participant must furnish to the Retirement Committee such evidence, data or infonnation as the
Retirement Committee considers necessary or desirable for the purpose of administering the Plan. The
provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true and complete evidence, data and infonnation when
requested by the Retirement Committee, provided the Retirement Committee advises each Participant of
the effect of his failure to comply with its request.
8.04 Address for Notification. Each Participant and each Beneficiary of a deceased Participant
must file with the Retirement Committee from time to time, in writing, his post office address and any
change of post office address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Retirement Committee, or as shawn on the
records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.
8.05 Assignment or Alienation. Subject to Code g4l4(p) relating to qualified domestic
relations orders, neither a Participant nor a Beneficiary may anticipate, assign or alienate (either at law
WSMP .PLNl001
8.1
or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation,
assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment,
levy, execution or other legal or equitable process.
8.06 Notice of Change in Terms. The Plan Administrator, within the time prescribed by
applicable law, must furnish all Participants and Beneficiaries a summary plan description and all other
information required by applicable law.
8.07 Litigation against the Trust. A court of competent jurisdiction may authorize
any appropriate equitable relief to enforce any provisions of applicable law or the terms of the Plan. A
fiduciary may receive reimbursement of expenses properly and actually incurred in the performance of
his duties with the Plan.
8.08 Information Available. Any Participant in the Plan or any Beneficiary may examine
copies of the summary plan description, this Plan and Trust, or any other instrument under which the Plan
was established or is operated. The Plan Administrator will maintain all of the items listed in this Section
8.08 in his office, or in such other place or places as he may designate from time to time, for examination
during reasonable business hours. Upon the written request of a Participant or Beneficiary the Plan
Administrator must furnish him with a copy of any item listed in this Section 8.08. The Plan
Administrator may make a reasonable charge to the requesting person for the copy so furnished.
8.09 Appeal Procedure for Denial of Benefits. A Participant or a Beneficiary ("Claimant")
may file with the Retirement Committee a written claim for benefits, if the Participant or Beneficiary
determines the distribution procedures of the Plan have not provided him his proper Nonforfeitable
Accrued Ben~fit. The Retirement Committee must render a decision on the claim within 60 days of the
Claimant's written claim for benefits. The Plan Administrator must provide adequate notice in writing
to the Claimant whose claim for benefits under the Plan the Retirement Committee has denied. The Plan
Administrator's notice to the Claimant must set forth:
(a) The specific reason for the denial;
(b) Specific references to pertinent Plan provisions on which the Retirement Committee based
its denial; .
(c) A description of any additional material and information needed for the Claimant to
perfect his claim and an explanation of why the material or information is needed; and
(d) That any appeal the Claimant wishes to make of the adverse determination must be in
writing to the Retirement Committee within 75 days after receipt of the Plan Administrator's
notice of denial of benefits. The Plan Administrator's notice must further advise the Claimant that
his failure to appeal the action to the Retirement Committee in writing within the 75-day period
will render the Retirement Committee's determination final, binding and conclusive.
If the Claimant should appeal to the Retirement Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his duly authorized
representative, feels are pertinent. The Claimant, or his duly authorized representative, may review
pertinent Plan documents. The Retirement Committee will re-examine all facts related to the appeal and
make a fmal determination as to whether the denial of benefits is justified under the circumstances. The
Retirement Committee must advise the Claimant of its decision within 60 days of the Claimant's written
WSMP.PLN\007
8.2
request for review, unless special circumstances (such as a hearing) would make the rendering of a
decision within the 60-day Hmit unfeasible, but in no event may the Retirement Committee render a
decision respecting a denial for a claim for benefits later than 120 days after its receipt of a request for
revIew.
The Plan Administrator's notice of denial of benefits must identify the name of each member of
the Retirement Committee and the name and address of the Retirement Committee member to whom the
Claimant may forward his appeal.
* * * * * * * * * * * * * * *
WSMP.PLN\007
8.3
ARTICLE IX - RETIREMENT COMMITTEE -
DUTIES WITH RESPECT TO PARTICIPANTS' ACCOUNTS
9.01 Members' Compensation, Expenses. The Employer must appoint a Retirement
Committee to administer the Plan, the members of which mayor may not be Participants in the Plan, or
which may be the Plan Administrator acting alone. In the absence of a Retirement Committee
appointment, the Plan Administrator assumes the powers, duties and responsibilities of the Retirement
Committee. The members of the Retirement Committee will serve without compensation for services as
such, but the Employer will pay all expenses of the Retirement Committee, except to the extent the Trust
properly pays for such expenses, pursuant to Article X.
9.02 Term. Each member of the Retirement Committee serves until the appointment of his
successor.
9.03 Powers. In case of a vacancy in the membership of the Retirement Committee, the
remaining members of the Retirement Committee may exercise any and all of the powers, authority, duties
and discretion conferred upon the Retirement Committee pending the filling of the vacancy.
9.04 General. The Retirement Committee has the following powers and duties:
(a) To select a Secretary, who need not be a member of the Retirement Committee;
(b) To determine the rights of eligibility of an Employee to participate in the Plan, the value
of a Participant's Accrued Benefit and the Nonforfeitable percentage of each Participant's Accrued
Benefit;
(c) To adopt rules of procedure and regulations necessary for the proper and efficient
administration of the Plan provided the rules are not inconsistent with the terms of this
Agreement;
(d) To construe and enforce the terms of the Plan and the rules and regulations it adopts,
including inte.rpretation of the Plan documents and documents related to the Plan's operation;
(e) To direct the Trustee as respects the crediting and distribution of the Trust;
(f) To review and render decisions respecting a claim for (or denial of a claim for) a benefit
under the Plan;
(g) To furnish the Employer with information which the Employer may require for tax or
other purposes;
(h) To engage the service of agents whom it may deem advisable to assist it with the
performance of its duties;
(i) To engage the services of an Investment Manager or Managers, each of whom will have
full power and authority to manage, acquire or dispose (or direct the Trustee with r~spect to
acquisition or disposition) of any Plan asset under its control;
WSMP.PLN\007
9.1
U) To establish and maintain a funding standard account and to make credits and charges to
the account to the extent required by and in accordance with the provisions of applicable law.
The Retirement Committee must exercise all of its powers, duties and discretion under the Plan
in a uniform and nondiscriminatory manner.
9.05 Funding Policy. The Retirement Committee will review, not less often than annually,
all pertinent Employee information and Plan data in order to establish the funding policy of the Plan and
to determine the appropriate methods of carrying out the Plan's objectives. The Retirement.Committee
must communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment
Manager the Plan's short-term and long-term financial needs so investment policy can be coordinated with
Plan financial requirements.
9.06 Manner of Action. The decision of a majority of the members appointed and qualified
controls.
9.07 Authorized Representative. The Retirement Committee may authorize anyone of its
members, or its Secretary, to sign on its behalf any notices, directions, applications, certificates, consents,
approvals, waivers, letters or other documents. The Retirement Committee must evidence this authority
by an instrument signed by all members and filed with the Trustee.
9.08 Interested Member. No member of the Retirement Committee may decide or determine
any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan,
except in exercising an election available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Retirement Committee.
9.09 Individual Accounts. The Retirement Committee will maintain, or direct the Trustee to
maintain, a separate Account or multiple Accounts, in the name of each Participant to reflect the
Participant's Accrued Benefit under the Plan. If a Participant re-enters the Plan subsequent to his having
a Forfeiture Break in Service, the Retirement Committee, or the Trustee, must maintain a separate Account
for the Participant's pre-Forfeiture Break in Service Accrued Benefit and a separate Account for his post-
Forfeiture Break in Service Accrued Benefit, unless the Participant's entire Accrued Benefit under the Plan
is 100% Nonforfeitable.
The Retirement Committee will make its allocations, or request the Trustee to make its allocations,
to the Accounts of the Participants in accordance with the provisions of Section 9.11. The Retirement
Committee may direct the Trustee to maintain a temporary segregated investment Account in the name
of a Participant to prevent a distortion of income, gain or loss allocations under Section 9.11. The
Retirement Committee must maintain records of its activities.
9.10 Value of Participant's Accrued Benefit. The value of each Participant's Accrued
Benefit consists of that proportion of the net worth (at fair market value) of the Employer's Trust Fund
which the net credit balance in his Account bears to the total net credit balance in the Accounts of all
Participants. For purposes of a distribution under the Plan, the value of a Participant's Accrued Benefit
is its value as of the valuation date immediately preceding the date of the distribution.
9.11 Allocation and Distribution of Net Income Gain or Loss. A "valuation date" under this
Plan is each Accounting Date and each December 31, March 31 and June 30. As of each valuation date
the Retirement Committee must adjust Accounts to reflect net income, gain or loss since the last valuation
WSMP.PLN\007
9.2
date. The valuation period is the period beginning the day after the last valuation date and ending on the
current valuation date.
(A) Trust Fund Accounts. The allocation provisions of this paragraph apply to all Participant
Accounts other than segregated investment Accounts. The Retirement Committee first will adjust the
Participant Accounts, as those Accounts stood at the beginning of the current valuation period, by reducing
the Accounts for any forfeitures arising under Section 5.09 or under Section 9.14, and for amounts
charged during the valuation period to the Accounts in accordance with Section 9.13 (relating to
distributions). The Retirement Committee will then further adjust the Participant Accounts by treating
50% of the Employer contributions and Required Participant Contributions allocated during the valuation
period as part of the Participant's relevant Account at the beginning of the current valuation period. The
Retirement Committee then, subject to the restoration allocation requirements of Section 5.04 or of Section
9.14, will allocate the net income, gain or loss pro rata to the adjusted Participant Accounts. The allocable
net income, gain or loss is the net income (or net loss), including the increase or decrease in the fair
market value of assets, since the last valuation date.
(B) Segregated investment Accounts. A segregated investment Account receives all income it earns
and bears all expense or loss it incurs. The Retirement Committee will adopt uniform and
nondiscriminatory procedures for determining income or loss of a segregated investment Account in a
manner which reasonably reflects investment directions relating to pooled investments and investment
directions occurring during a valuation period. As of the valuation date, the Retirement Committee must
reduce a segregated Account for any forfeiture arising under Section 5.09 after the Retirement Committee
has made all other allocations, changes or adjustments to the Account for the Plan Year.
(C) Additional rules. An Excess Amount or suspense account described in Part 2 of Article III does
not share in the allocation of net income, gain or loss described in this Section 9.11. This Section 9.11
applies solely to the allocation of net income, gain or loss of the Trust. The Retirement Committee will
allocate the Employer contributions and Participant forfeitures, if any, in accordance with Article III.
9.12 Individual Statement. As soon as practicable after each valuation date, the Plan
Administrator will deliver to each Participant (and to each Beneficiary) a statement reflecting the condition
of his Accrued Benefit in the Trust as of that date. No Participant, except a member of the Retirement
Committee, has the right to inspect the records reflecting the Account of any other Participant.
9.13 Account Charged. The Retirement Committee will charge a Participant's Account for
all distributions made from that Account to the Participant, to his Beneficiary or to an alternate payee.
The Retirement Committee also will charge a Participant's Account for any administrative expenses
incurred by the Plan directly related to that Account.
9.i4 Unclaimed Account Procedure. The Plan does not require either the Trustee or the
Retirement Committee to search for, or to ascertain the whereabouts of, any Participant or Beneficiary.
At the time the Participant's or Beneficiary's benefit becomes distributable under Article VI, the
Retirement Committee, by certified or registered mail addressed to his last known address of record with
the Retirement Committee or the Employer, must notify any Participant, or Beneficiary, that he is entitled
to a distribution under this Plan. The notice must quote the provisions of this Section 9.14 and otherwise
must comply with the notice requirements of Article VI. If the Participant, or Beneficiary, fails to claim
his distributive share or make his whereabouts known in writing to the Retirement Committee within 6
months from the date of mailing of the notice, the Retirement Committee will treat the Participant's or
Beneficiary's unclaimed payable Accrued Benefit as forfeited and will reallocate the unclaimed payable
. WSMP.PLNl007
9.3
Accrued Benefit in accordance with Section 3.05. A forfeiture under this 'paragraph will occur at the end
of the notice period or, if later, the earliest date applicable Treasury regulations would permit the
forfeiture. Pending forfeiture, the Retirement Committee, following the expiration of the notice period,
may direct the Trustee to segregate the Nonforfeitable Accrued Benefit in a segregated Account and to
invest that segregated Account in Federally insured interest bearing savings accounts or time deposits (or
in a combination of both), or in other fixed income investments.
If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under the
provisions of the first paragraph of this Section 9.14 makes a claim, at any time, for his forfeited Accrued
Benefit, the Retirement Committee must restore the Participant's or Beneficiary's forfeited Accrued
Benefit to the same dollar amount as the dollar amount of the Accrued Benefit forfeited, unadjusted for
any gains or losses occurring subsequent to the date of the forfeiture. The Retirement Committee will
make the restoration during the Plan Year in which the Participant or Beneficiary makes the claim, first
from the amount, if any, of Participant forfeitures the Retirement Committee otherwise would allocate for
the Plan Year, then from the amount, if any, of the Trust Fund net income or gain for the Plan Year and
then from the amount, or additional amount, the Employer contributes to enable the Retirement Committee
to make the required restoration. The Retirement Committee must direct the Trustee to distribute the
Participant's or Beneficiary's restored Accrued Benefit to him not later than 60 days after the close of the
Plan Year in which the Retirement Committee restores the forfeited Accrued Benefit. The forfeiture
provisions of this Section 9.14 apply solely to the Participant's or to the Beneficiary's Accrued Benefit
derived from Employer contributions.
* * * * * * * * * * * * * * *
WSMP.PLNl007
9.4
ARTICLE X - CUSTODIAN I TRUSTEE, POWERS AND DUTIES
10.01 Acceptance. The Trustee accepts the Trust created under the Plan and agrees to perfonn
the obligations imposed.
10.02 Receipt of Contributions. The Trustee is acco.untable to the Employer for the funds
contributed to it by the Employer, but does not have any duty to see that the contributions received
comply with the provisions of the Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited according to the provisions of
the Plan.
10.03 Investment Powers.
(A) Trustee Powers. The Trustee has full discretion and authority with regard to the investment of
the Trust Fund, except with respect to a Plan asset under the control or direction of a properly appointed
Investment Manager. The Trustee must coordinate its investment policy with Plan financial needs as
communicated to it by the Retirement Committee. The Trustee is authorized and empowered, but not by
way of limitation, with the following powers, rights and duties:
(a) To invest any part or all of the Trust Fund in any common or preferred stocks, open-end
or closed-end mutual funds, put and call options traded on a national exchange, United States
retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper,
U.S. Treasury bills, U.S. Treasury notes and other direct or indirect obligations of the United
States Government or its agencies, improved or unimproved real estate situated in the United
States, limited partnerships, insurance contracts of any type, mortgages, notes or other property
of any kind, real or personal, to buy or sell options on common stock on a nationally recognized
exchange with or without holding the underlying common stock, to buy and sell commodities,
commodity options and contracts for the future delivery of commodities, and to make any other
investments the Trustee deems appropriate, as a prudent man would do under like circumstances
with due regard for the purposes of this Plan. Any investment made or retained by the Trustee
in good faith is proper but must be of a kind constituting a diversification considered by law
suitable for trust investments.
(b) To retain in cash so much of the Trust Fund as it may deem advisable to satisfy liquidity
needs of the Plan and to deposit any cash held in the Trust Fund in a bank account at reasonable
interest.
(c) To invest, if the Trustee is a bank or similar financial institution supervised by the United
States or by a State, in any type of deposit of the Trustee (or of a bank related to the Trustee
within the meaning of Code ~414(b)) at a reasonable rate of interest or in a common trust fund,
as described in Code ~584, or in a collective investment fund, the provisions of which govern the
investment of such assets and which the Plan incorporates by this reference, which the Trustee
(or its affiliate, as defined in Code ~ 1504) maintains exclusively for the collective investment of
money contributed by the bank (or the affiliate) in its capacity as trustee and which confonns to
the rules of the Comptroller of the Currency.
WSMP.PLN\007
10.1
(d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer,
abandon, jmprove, repair, insure, lease for any term even though commencing in the future or
extending beyond the term of the Trust, and otherwise deal with all property, real or personal, in
such manner, for such considerations and on such terms and conditions as the Trustee decides.
(e) To credit and distribute the Trust as directed by the Retirement Committee. The Trustee
is not obliged to inquire as to whether any payee or distributee is entitled to any payment or
whether the distribution is proper or within the terms of the Plan, or as to the manner of making
any payment or distribution. The Trustee is accountable only to the Retirement Committee for
any payment or distribution made by it in good faith on the order or direction of the Retirement
Committee.
(f) To borrow money, to assume indebtedness, extend mortgages and encumber by mortgage
or pledge.
(g) To compromise, contest, arbitrate or abandon claims and demands, in its discretion.
(h) To have with respect to the Trust all of the rights of an individual owner, including the
power to give proxies, to participate in any voting trusts, mergers, consolidations or liquidations,
and to exercise or sell stock subscriptions or conversion rights.
(i) To lease for oil, gas and other mineral purposes and to create mineral severances by grant
or reservation; to pool or unitize interests in oil, gas and other minerals; and to enter irito
operating agreements and to execute division and transfer orders.
(j) To hold any securities or other property in the name of the Trustee or its nominee, with
depositories or agent depositories or in another form as it may deem best, with or without
disclosing the trust relationship.
(k) To perform any and all other acts in Its judgment necessary or appropriate for the proper
and advantageous management, investment and distribution of the Trust.
(I) To retain any funds or property subject to any dispute without liability for the payment
of interest, and to decline to make payment or delivery of the funds or property until final
adjudication is made by a court of competent jurisdiction.
(m) To file all tax returns required of the Trustee.
(n) To furnish to the Employer, the Plan Administrator and the Retirement Committee an
annual statement of account showing the condition of the Trust Fund and all investments, receipts,
disbursements and other transactions effected by the Trustee during the Plan Year covered by the
statement and also stating the assets of the Trust held at the end of the Plan Year, which accounts
are conclusive on all persons, including the Employer, the Plan Administrator and the Retirement
Committee, except as to any act or transaction concerning which the Employer, the Plan
Administrator or the Retirement Committee files with the Trustee written exceptions or objections
within 90 days after the receipt of the accounts or for which applicable law authorizes a longer
period within which to object.
WSMP.PLN\007
10.2
(0) To begin, maintain or defend any litigation necessary in connection with the
administration of the Plan, except that the Trustee is not obliged or required to do so unless
indemnified to its satisfaction.
(B) Participant Loans. The Plan does not pennit loans to Participants or to Beneficiaries.
10.04 Records and Statements. The records. of the Trustee pertaining to the Plan must be open
to the inspection of the Plan Administrator, Retirement Committee and the Employer at all reasonable
times and may be audited from time to time by any person or persons as the Employer, Plan Administrator
or Retirement Committee may specify in writing. The Trustee must furnish the Plan Administrator or
Retirement Committee with whatever infonnation relating to the Trust Fund the Plan Administrator or
Retirement Committee considers necessary.
10.05 Fees and Expenses from Fund. The Trustee will receive reasonable annual compensation
as may be agreed upon from time to time between the Employer and the Trustee. No person who is
receiving full pay from the Employer may receive compensation for services as Trustee. The Trustee will
pay from the Trust Fund all fees and expenses reasonably incurred by the Plan, to the extent such fees
and expenses are for the ordinary and necessary administration and operation of the Plan, unless the
Employer pays such fees and expenses. Any fee or expense paid, directly or indirectly, by the Employer
is not an Employer contribution to the Plan, provided the fee or expense relates to the ordinary and
necessary administration of the Fund.
10.06 Parties to Litigation. Except as otherwise provided by applicable law, no Participant or
Beneficiary is a necessary party or is required to receive notice of process in any court proceeding
involving the Plan, the Trust Fund or any fiduciary of the Plan. Any final judgment entered in any
proceeding will be conclusive upon the Employer, the Plan Administrator, the Retirement Committee" the
Trustee, Participants and Beneficiaries.
10.07 Professional Agents. The Trustee may employ and pay from the Trust Fund reasonable
compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion
may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected
by it any non-Trustee power or duty ve~ted in it by the Plan, and the Trustee may act or refrain from
acting on the advice or opinion of any agent, attorney, accountant or other person so selected.
10.08 Distribution of Cash or Property. The Trustee may make distribution under the Plan
in cash or property, or partly in each, at its fair market value as detennined by the Trustee. For purposes
of a distribution to a Participant or to a Participant's designated Beneficiary or surviving spouse,
"property" includes a Nontransferable Annuity Contract, provided the contract satisfies the requirements
of this Plan.
10.09 Distribution Directions. If no one claims a payment or distribution made from the Trust,
the Trustee must promptly notify the Retirement Committee and then dispose of the payment in
accordance with the subsequent direction of the Retirement Committee.
10.10 Third Party/Multiple Trustees. No person dealing with the Trustee is obligated to see
to the proper application of any money paid or property delivered to the Trustee, or to inquire whether
the Trustee has acted pursuant to any of the tenns of the Plan. Each person dealing with the Trustee may
act upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly
WSMP .PLN\007
10.3
authorized agent, and is not liable to any person in so acting. The certificate of the Trustee that it is
acting in accordance with the Plan will be conclusive in favor of any person relying on the certificate.
If more than two persons act as Trustee, a decision of the majority of such persons controls with respect
to any decision regarding the administration or investment of the Trust Fund or of any portion of the Trust
Fund with respect to which such persons act as Trustee. However, the signature of only one Trustee is
necessary to effect any transaction on behalf of the Trust.
10.11 Resignation. The Trustee may resign its position at any time by giving 30 days' written
notice in advance to the Employer and to the Retirement Committee. If the Employer fails to appoint a
successor Trustee within 60 days of its receipt of the Trustee's written notice of resignation, the Trustee
will treat the Employer as having appointed itself as Trustee and as having filed its acceptance of
appointment with the former Trustee.
10.12 Removal. The Employer, by giving 30 days' written notice in advance to the Trustee,
may remove any Trustee. In the event of the resignation or removal of a Trustee, the Employer must
appoint a successor Trustee if it intends to continue the Plan. If two or more persons hold the position
of Trustee, in the event of the removal of one such person, during any period the selection of a
replacement is pending, or during any period such person is unable to serve for any reason, the remaining
person or persons will act as the Trustee.
10.13 Interim Duties and Successor Trustee. Each successor Trustee succeeds to the'title to
the Trust vested in his predecessor by accepting in writing his appointment as successor Trustee and by
filing the acceptance with the former Trustee and the Retirement Committee without the signing or filing
of any further statement. The resigning or removed Trustee, upon receipt of acceptance in writing of the
Trust by the successor Trustee, must execute all documents and do all acts necessary to vest the title of
record in any successor Trustee. Each successor Trustee has and enjoys all of the powers, both
discretionary and ministerial, conferred under this Agreement upon his predecessor. A successor Trustee
is not personally liable for any act or failure to act of any predecessor Trustee, except as required under
applicable law. With the approval of the Employer and the Retirement Committee, a successor Trustee,
with respect to the Plan, may accept the account rendered and the property delivered to it by a predecessor
Trustee without incurring any liability or responsibility for so doing.
10.14 Valuation of Trust. The Trustee must value the Trust Fund as of each Accounting Date
and as of each December 31, March 31 and June 30 to determine the fair market value of each
Participant's Accrued Benefit in the Trust. The Trustee also must value the Trust Fund on such other
valuation dates as directed in writing by the Retirement Commi~ee.
10.15 Limitation on Liability - If Investment Manager or Independent Fiduciary
Appointed. The Trustee is not liable for the acts or omissions of any Investment Manager the Retirement
Committee may appoint, nor is the Trustee under any obligation to invest or otherwise manage any asset
of the Plan which is subject to the management of a properly appointed Investment Manager. In addition,
any Investment Manager appointed by the Retirement Committee shall have the sole responsibility for
voting proxies for those assets of the Plan that it manages. The Retirement Committee, the Trustee and
any properly appointed Investment Manager may execute a letter agreement as a part of this Plan
delineating the duties, responsibilities and liabilities of the Investment Manager with respect to any part
of the Trust Fund under the control of the Investment Manager.
WSMP,PLN\007
10.4
10.16 Investment in Group Trust Fund. At the Employer's discretion, the Trustee, for
collective investment purposes, may combine into one trust fund the Trust created under this Plan with
the Trust created under any other qualified retirement plan the Employer maintains. However, the Trustee
must maintain separate records of account for the assets of each Trust in order to reflect properly each
Participant's Accrued Benefit under the plan(s) in which he is a Participant.
* * * * * * * * * * * * * * *
WSMP.PLNl007
10.5
ARTICLE XI - PROVISIONS RELATING TO
INSURANCE AND INSURANCE COMPANY
11.01 Insurance Benefit. The Plan does not provide Incidental Life Insurance Benefits for
Participants.
* * * * * * * * * * * * * * *
WSMP.PLN\007
11.1
ARTICLE XII - MISCELLANEOUS
12.01 Evidence. Anyone required to give evidence under the terms of the Plan may do so by
certificate, affidavit, document or other information which the person to act in reliance may consider
pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties.
The Retirement Committee and the Trustee are fully protected in acting and relying upon any evidence
described under the immediately preceding sentence.
12.02 No Responsibility for Employer Action. Neither the Trustee nor the Retirement
Committee has any obligation or responsibility with respect to any action required by the Plan to be taken
by the Employer, any Participant or eligible Employee, or for the failure of any of the above persons to
act or make any payment or contribution, or to otherwise provide any benefit contemplated under this
Plan. Furthermore, the Plan does not require the Trustee or the Retirement Committee to collect any
contribution required under the Plan, or to determine the correctness of the amount of any Employer
contribution. Neither the Trustee nor the Retirement Committee need inquire into or be responsible for
any action or failure to act on the part of the others, or on the part of any other person who has any
responsibility regarding the management, administration or operation of the Plan, whether by the express
terms of the Plan or by a separate agreement authorized by the Plan or by the provisions of applicable
law.
12.03 Fiduciaries not Insurers. The Trustee, the Retirement Committee, the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss or depreciation. The
Employer does not guarantee the payment of any money which may be or becomes due to any person
from the Trust Fund. The liability of the Retirement Committee and the Trustee to make any payment
from the Trust Fund at any time and all times is limited to the then available assets of the Trust.
12.04 Waiver of Notice. Any person entitled to notice under the Plan may waive the notice,
unless applicable law specifically or impliedly prohibits such a waiver.
12.05 Successors. The Plan is binding upon all persons entitled to benefits under the Plan, their
respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the
Trustee, the Retirement Committee, the Plan Administrator and their successors.
12.06 Word Usage. Words used in the masculine also apply to the feminine where applicable,
and wherever the context of the Employer's Plan dictates, the plural includes the singular and the singular
includes the plural.
12.07 State Law. Florida law will determine all questions arising with respect to the provisions "
of this Agreement.
12.08 Employment Not Guaranteed. Nothing contained in this Plan, or with respect to the
establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of
any Account, or the payment of any benefit, gives any Employee, Employee-Participant or any Beneficiary
any right to continue employment, any legal or equitable right against the Employer, or Employee of the
Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except
as expressly provided by the Plan, the Trust, by a separate agreement or by applicable law.
* * * * * * * * * * * * * * *
WSMP.PLNl007
12.1
ARTICLE XIII - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
13.01 Exclusive Benefit. Except as provided under Article III, the Employer has no beneficial
interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or be repaid to
an Employer, either directly or indirectly; nor, prior to the satisfaction of all liabilities with respect to the
Participants and their Beneficiaries under the Plan, may any part of the corpus or income of the Trust
Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than the exclusive
benefit of the Participants or their Beneficiaries.
13.02 Amendment. by Employer. The Employer has the right at any time and from time to
time:
(a) To amend this Agreement in any manner it deems necessary or advisable in order to
qualify (or maintain qualification of) this Plan and the Trust created under it under the provisions
of Code s401(a); and
(b) To amend this Agreement in any other manner.
No amendment may authorize or permit any of the Trust Fund (other than the part which is
required to pay administration expenses) to be used for or diverted to purposes other than for the exclusive
benefit of the Participants or their Beneficiaries or estates. No amendment may cause or permit any
portion of the Trust Fund to revert to or become a property of the Employer. The Employer also may
not make any amendment which affects the rights, duties or responsibilities of the Trustee, the Plan
Administrator or the Retirement Committee without the written consent of the affected Trustee, the Plan
Administrator or the affected member of the Retirement Committee. The Employer must make all
amendments in writing. Each amendment must state the date to which it is either retroactively or
prospectively effective.
13.03 Discontinuance. The Employer has the right, at any time, to suspend or discontinue its
contributions under the Plan, and to terminate, at any time, this Plan and the Trust created under this
Agreement. The Plan will terminate upon the first to occur of the following:
(a) The date terminated by action of the Employer;
(b) The dissolution or merger of the Employer, unless the successor makes provision to
continue the Plan, in which event the successor must substitute itself as the Employer under this
Plan. Any termination of the Plan resulting from this paragraph (b) is not effective until
compliance with any applicable notice requirements.
13.04 Full Vesting on Termination. Upon either full or partial termination of the Plan, an
affected Participant's right to his Accrued Benefit is 100%. Nonforfeitable, irrespective of the
Nonforfeitable percentage which otherwise would apply under Article V.
13.05 Merger/Direct Transfer. The Trustee may not consent to, or be a party to, any merger
or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless
immediately after the merger, consolidation or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have received had the Plan terminated
immediately before the merger or consolidation or transfer. The Trustee possesses the specific authority
WSMP.PLN\007
13.1
to enter into merger agreements or direct transfer of assets agreements with the trustees of other retirement
plans described in Code s401(a) and to accept the direct transfer of plan assets, or to transfer plan assets,
as a party to any such agreement.
The Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date
the Employee satisfies the Plan's eligibility conditions. If the Trustee accepts such a direct transfer of plan
assets, the Retirement Committee and Trustee must treat the Employee as a Participant for all purposes
of the Plan except the Employee is not a Participant for purposes of sharing in Employer contributions
under the Plan or for the purposes of making Required Participant Contributions until he actually becomes
a Participant in the Plan.
(A) Distribution restrictions under Code ~401(k). If the Plan receives a direct transfer (by merger
or otherwise) of elective contributions (or amounts treated as elective contributions) under a Plan with a
Code S40 I (k) arrangement, the distribution restrictions of Code SS40 I (k)(2) and (10) continue to apply
to those transferred elective contributions.
13.06 Termination. Upon termination of the Plan, the Retirement Committee will direct the
Trustee to distribute Plan assets to the Participants and Beneficiaries. Alternatively, the Retirement
Committee may direct the Trustee to directly transfer Plan assets and liabilities (and Participant Accounts)
to another retirement plan described in Code s401(a). The Trust will continue until the Trustee in
accordance with the direction of the Retirement Committee has distributed all of the benefits under the
Plan (or directly transferred Participant Accounts to another retirement plan described in Code S40 I (a)).
On each valuation date, the Retirement Committee will credit any part of a Participant's Accrued Benefit
retained in the Trust with its proportionate share of the Trust's income, expenses, gains and losses, both
realized and unrealized. Upon termination, the amount, if any, in a suspense account under Article III
will revert to the Employer, subject to the conditions of the Treasury regulations permitting such a
reversion. A resolution or amendment to freeze all future benefit accrual but otherwise to continue
maintenance of this Plan, is not a termination for purposes of this Section 13.06.
Upon termination of the Plan, in order to liquidate the Trust, the Retirement Committee shall
either direct the Trustee to:
(a) distribute the Nonforfeitable Accrued Benefit of each Participant in one lump sum; or
(b) distribute the Nonforfeitable Accrued Benefit of the Participants by purchasing a deferred
annuity contract for each Participant with his Nonforfeitable Accrued Benefit; or
(c) directly transfer the Nonforfeitable Accrued Benefit of each Participant to another
retirement plan described in Code s401(a); or
(d) utilize any combination of the methods referenced in clauses (a), (b) or (c) above, as
determined in the sole discretion of the Retirement Committee.
The Retirement Committee, shall by resolution, specify the method of liquidating the Trust upon
termination of the Plan.
WSMP .PLN\007
13.2
ARTICLE A
APPENDIX TO PLAN AND TRUST AGREEMENT
This Article is necessary to comply with the Unemployment Compensation Amendments Act of
1992 and is an integral part of the plan and trust agreement.
A-I. APPLICATIONS. This Article applies to distributions made on or after January I, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee's
election under this Article, a distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an eligible rollover distribution paid directly to an eligible retirement
plan specified by the distributee in a direct rollover.
A-2. DEFINITIONS.
(a) "Eligible rollover distribution." An eligible rollover distribution is any distribution of all
or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution
does not include: any distribution that is.one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint
expectancies) of the distributee and the distributee's designated beneficiary, or for a specified period of
ten years or more; any distribution to the extent such distribution is required under Code 9401 (a)(9); and
the portion of any distribution that is not includible in gross income (detennined without regard to the
exclusion of net unrealized appreciation with respect to employer securities).
(b) "Eligible retirement plan." An eligible retirement plan is an individual retirement account
described in Code 9408(a), an individual retirement annuity described in Code 9408(b), an annuity plan
described in Code 9403(a), or a qualified trust described in Code 940I(a), that accepts the distributee's
.eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or individual.retirement annuity.
(c) "Distributee." A distributee includes an Employee or fonner Employee. In addition, the
Employee's or fonner Employee's surviving spouse and the Employee's or fonner Employee's spouse or
fonner spouse who is the alternate payee under a qualified domestic relations order, as defined in Code
9414(p), are distributees with regard to the interest of the spouse or fonner spouse.
(d). "Direct rollover." A direct rollover is a payment by the Plan to the eligible retirement plan
specified by the distributee.
WSMP.PLN\007
13.3
ARTICLE B
APPENDIX' TO PLAN AND TRUST AGREEMENT
USERRA Model Amendment
This amendment is effective as of December 12, 1994. .
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance with Code S414(u).
WSMP.PLN\007
13.4
IN WITNESS WHEREOF, the Employer and the Trustee have executed this Plan and Trust in
Winter Springs, Florida this
day of
, 1998.
EMPLOYER:
CITY OF WINTER SPRINGS
By:
Print
Print
Its
Print
TRUSTEE:
BOARD OF TRUSTEES OF THE'
CITY OF WINTER SPRINGS
By:
Print
Print
Its
Print
WSMP.PLN\007
13.5
DEFINED BENEFIT PLAN AND TRUST
FOR
EMPLOYEES OF THE
CITY OF WINTER SPRINGS
Prepared by :
Richard E. Burke, Esq.
David L. Schick, Esq.
J. Scott Sims, Esq.
Gray, Harris & Robinson, P.A.
. 201 E. Pine Street, Suite 1200
Post Office Box 3068
Orlando, Florida 32802-3068
(407) 843-8880 Fax (407) 244-5690
TABLE OF CONTENTS
ARTICLE I _ DEFINITIONS ............................................... 1.1
1.01 "Plan". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.02 "Employer". . . . . . . . . . . . . . . . . . . . . . . . '. . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.03 "Trustee".. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.04 "Plan Administrator" ........................................... 1.1
1.05 "Retirement Committee" . . . . . . . . . . . . . . ., . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.06 "Employee". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.07 [Reserved]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ; . 1.1
1.08 "Participant". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.09 "Beneficiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.10 Compensation Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2
1.11 "Accrued Benefit" ............................................. 1.3
1.12 Actuarial Definitions and Related Rules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.13 "Plan Entry Date" ............................................. 1.3
1.14 "Plan Year" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.15 "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.16 "Nonforfeitable". . . . . . . . . . . . . . . . . . . .: . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.17 "Accounting Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.18 "Trust". . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.19 "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
1.20 "Nontransferable Annuity" ................. - - . . . . . . . . . . . . . . . . . . . . 1.4
1.21. [Reserved]... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
1.22 "Code". . . . . . . . . . . . . . . . . . . . . . . . . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4
1.23 "Service". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 1.4
1.24 Definitions and Special Rules Relating to Hours of Service . . . . . . . . . . . . . . . . . 1.4
1.25 "Disability". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ./. . . . 1.5
ARTICLE II - EMPLOYEE PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.01 Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.02 Break in Service - Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
2.03 'Participation upon Re-employment . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1
ARTICLE ill - EMPLOYER CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.01 Amount. . . . . . . . . . . . . . . . . . . . . . .' . . '. . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.02 Detennination of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.03 Time of Payment of Contribution .................................. 3.1
3.04 Nonvested Accrued Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1
3.05 Limitation on Annual Benefit ..................................... 3.1
3.06 Definitions - Article III ......................................... 3.2
3.07 Overall Limitations ............................................. 3.5
ARTICLE IV - PARTICIPANT CONTRIBUTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
4.01 Participant Contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
4.02 Participant Roliover Contributions . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . 4.1
ARTICLE V - NORMAL RETIREMENT BENEFIT ........................ - . . . . . 5.1
5.01 Normal Retirement AgelNonnal Retirement Date. . . . . . . . . . . . . . . . . . . . . . . . 5.1
5.02 Amount of NonnaI Retirement Pension! Accrued Benefit . . . . . . . . . . . . . . . . . . . 5.1
5.03 Nonnal Form of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
5.04 Late Retirement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.3
WSDB.PLN\006
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ARTICLE VI - EARLY RETIREMENT PENSION ............................... 6.1
6.01. Eligibility for Early Retirement Pension ..... . . . . . . . . . . . . . . . . . . . . . . . . . 6.1
6.02 Payment of Early Retirement Pension. ............................... 6.1
ARTICLE VII. DISABILITY PENSION . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . 7.1
7.01 Disability Pension ............................................. 7.1
ARTICLE VIII - DEFERRED VESTED PENSION - DEATH BENEFIT. . . . . . . . . . . . . . . . 8.1
8.01 Deferred Vested Pension. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
8.02 Amount of Deferred Vested Pension ................................ 8.1
8.03 Payment of Deferred Vested Pension ................................ 8.1
8.04 Pre-Retirement Death Benefit .................................... .8.1
8.05 Vesting Schedule. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.1
8.06 Year of Service - Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ..8.2
8.07 .Break in Service - Vesting ....................................... 8.2
8.08 Included Years of Service - Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8.2
8.09. Disregard of Accrued Benefit ..................................... 8.3
ARTICLE IX _ PRERETIREMENT SURVIVOR ANNUITY ........................ 9.1
9.01 Preretirement Survivor Annuity - Eligibility ........................... 9.1
9.02 Waiver Election - Preretirement Survivor Annuity. . . . . . . . . . . . . . . . . . . . . . . 9.1
9.03 Reduction of Pension Benefits. . . . . . . . . . ; . . . . . . . . . . . . . . . . . . . . . . . . . . 9.2
ARTICLE X - PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF
PAYl\1ENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
10.01 Fonn of Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.1
10.02 Qualified Joint and Survivor Annuity. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . 10.2
10.03 Commencement of Benefits. ..................................... 10.2
10.04 Waiver Election - Qualified Joint and Survivor Annuity . . . . . . . . . . . . . . . . . . 10.3
10.05 Optional Fonns of Distribution ................................... 10.4
10.06 Mandatory Distributions .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 10.4
10.07 Distributions Under Domestic Relations Orders ............ . . . . . . . . . . .. 10.8
ARTICLE XI _ MISCELLANEOUS PROVISIONS AFFECTING THE PAYMENT OF
BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . '.' . . . . . 11.1
11.0 I General ................................................... 11.1
11.02 Nonduplication of Benefits ...................................... 11.1
11.03 [Reserved] ................................................. 11.1
11.04 No Disregard of Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.1
11.05 MergerlDirect Transfers ........................................ 11.1
ARTICLE XII - OTHER PROVISIONS AFFECTING BENEFITS. . . . . . . . . . . . . . . . . . . 12.1
12.01 Assignment or Alienation .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 12.1
12.02 [Reserved] ................................................. 12.1
12.03 [Reserved] ................................................. 12.1
12.04 Distribution Upon Tennination of Trust ................ . . . . . . . . . . . .. 12.1
12.05 Overfunding................................................. 12.1
ARTICLE XlII - EMPLOYER ADMINISTRATIVE PROVISIONS .................. 13.1
13.01 Information to Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13.1
13.02 No Liability ................................................ 13.1
13.03 Indemnity of Plan Administrator and Committee . . . . . . . . . . . . . . . . . . . . . . . 13.1
WSDB.PlN\006
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ARTICLE XIV _ PARTICIPANT ADMINISTRATIVE PROVISIONS ................. 14.1
14.01 Beneficiary Designation ..............,......................... 14.1
14.02 No Beneficiary Designation/Death of Beneficiary. ...................... 14.1
14.03 Personal Data to Committee ..................................... 14.1
14.04 Address for Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1
14.05 Notice of Change in Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1
14.06 Litigation Against the Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.1
14.07 Information Available ......................................... 14.2
14.08 Appeal Procedure for Denial of Benefits .......... ........ .. ..... .... 14.2
ARTICLE XV - RETIREMENT COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCRUED BENEFITS ............................... 15.1
15.01 Members' Compensation, Expenses ................................ 15.1
15.02 Term ..................................................... 15.1
15.03 Powers.................................................... 15.1
15.04 General ................................................... 15.1
15.05 Funding Policy .............................................. 15.2
15.06 Manner of Action ............................................ 15.2
15.07 Authorized Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2
15.08 Interested Member. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2
15.09 Participant Records ........................................... 15.2
15.10 Unclaimed Accrued Benefit - Procedure ........... . . . . . . . . . . . . . . . . . . 15.2
ARTICLE XVI. TRUSTEE, POWERS AND DUTIES. . . . . . . . . . . . . . . . . . . . . . . . . . .. i6.1
16.01 Acceptance................................................. 16.1
16.02 Receipt of Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. 16.1
16.03 Investment Powers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.1
16.04 Records and Statements ........................................ 16.3
16.05 Fees and Expenses From Fund. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.3
16.06 Parties to Litigation ........................................... 16.3
16.07 Professional Agents ........................................... 16.3
16.08 Distribution Directions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 16.3
16.09 Third Party/Multip1e Trustees .................................... 16.3
16.10 Resignation................................................. 16.4
16.11 Removal.................................................... 16.4
16.12 Interim Duties and Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4
16.13 Valuation of Trust. . . . . . . . . . . . . . . . . . . ~ . . . . . . . . . . . . . . . . . . . . . . . . . 16.4
16.14 Limitation on Liability - Iflnvestment Manager; Ancillary Trustee or Independent
Fiduciary Appointed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4
16.15 Investment in Group Trust Fund / Combined Trust ..................... 16.4
ARTICLE XVII - INVESTMENT IN INSURANCE OR ANNUITY CONTRACTS ....... 17.1
17.01 Purchase of Life Insurance and Annuity Contracts.. .., . . ., . . . .. ... . . ... 17.1
ARTICLE xvm - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ., 18.1
18.01
18.02
18.03
18.04
18.05
18.06
18.07
18.08
Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18.1
No Responsibility for Employer Action.. ............................18.1
Fiduciaries Not Insurers ........................................ 18.1
Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 18.1
Successors ................................................. 18.1
Word Usage ................................................ 18.1
State Law. . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . ., 18.1
Employment Not Guaranteed. . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . .. 18.1
WSDB.PLN\006
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ARTICLE XIX _ EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION ........... 19.1
19.01 Exclusive Benefit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " . . . . . . . . . . . . 19.1
19.02 Amendment By Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.1
19.03 Discontinuance .............................................. 19.1
19.04 Full Vesting on Tennination .................................. .. . 19.1
19.05 Tennination ................................................ 19.2
Article A - Appendix to Plan and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .. 19.3
Execution Page. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.4
WSDB,PlN\OO6
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Defined Benefit Plan and Trust
for Employees of the
City of Winter Springs
The City of Winter Springs, a municipality incorporated under the laws of the State of Florida,
makes this Agreement with the Board of Trustees of the City of Winter Springs, as Trustee.
WITNESSETH:
The City of Winter Springs establishes, within this Trust Agreement, a Plan for the administration
and distribution of contributions made by the Employer for the purpose of providing retirement benefits
for eligible Employees. The provisions of this Plan apply solely to an Employee whose employment with
the Employer tenninates on or after the Effective Date of the Plan. If an Employee's employment with
the Employer tenninates prior to the Effective Date, that Employee is not entitled to any benefit under
the Plan.
Now, therefore, in consideration of their mutual covenants, the Employer and the Trustee agree
as follows:
ARTICLE I - DEFINITIONS
1.01 "Plan" means the retirement plan established by the Employer in the fonn of this
Agreement, designated as the Defined Benefit Plan and Trust for Employees of the City of Winter
Springs.
1.02 "Employer" means the City of Winter Springs.
1.03 "Trustee" means the Board of Trustees of the City of Winter Springs, or any successor
in office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is the Employer unless the Employer designates another person
to hold the position of Plan Administrator. In addition to his other duties, the Plan Administrator has full
responsibility for compliance with any reporting and disclosure rules applicable to the Plan.
1.05 "Retirement Committee" means the Board of Trustees of the City of Winter Springs,
or any successor who in writing accepts the position of the Retirement Committee.
1.06 "Employee" means any employee of the Employer.
1.07 [Reserved)
1.08 "Participant" is an Employee who is eligible to be and becomes a Participant In
accordance with the provisions of Section 2.01.
1.09 "Beneficiary" is a person designated by a Participant or by the Plan who is or may
become entitled to a benefit under the Plan. A Beneficiary who becomes entitled to a benefit under the
Plan remains a Beneficiary under the Plan until the Trustee has fully distributed his benefit to him. A
WSDB.PLN\006
1.1
Beneficiary's right to (and the Plan Administrator's, the Retirement Committee's or a Trustee's duty to
provide to the Beneficiary) information or data concerning the Plan does not arise until he first becomes
entitled to receive a benefit under the Plan.
1.10 Compensation Definitions. Any reference in this.Plan to Compensation is a reference to
the defmition in this Section 1.10, unless the Plan reference specifies a modification to this definition. The
Retirement Committee will take into account only Compensation actually paid for the relevant period.
(A) Total Compensation. "Total Compensation" means wages, salaries, and other amounts received
(whether or not paid in cash) for personal services actually rendered in the course of employment with
the Employer, but only to the extent included in gross income. This definition includes, but is not limited
to commissions, overtime pay and bonuses. With respect to the Plan Years beginning prior to October 1,
1998, Total Compensation does not include elective contributions. With respect to Plan Years beginning
on and after October I, 1998, Total Compensation includes elective contributions. Total Compensation
also does not include:
(a) Employer contributions to a plan of deferred compensation to the extent the contributions
are not included in the gross income of the Employee for the taxable year in which contributed,
on behalf of an Employee to a Simplified Employee Pension Plan to the extent such contributions
are excludible from the Employee's gross income, and any distributions from a plan of deferred
compensation, regardless of whether such amounts are includible in the gross income of the
Employee when distributed.
(b) Other amounts which receive special tax benefits, such as premiums for group term life
insurance (but only to the extent that the premiums are not includible in the gross income of the
Employee), or contributions made by an Employer towards the purchase of an annuity contract
described in Code 9403(b) (whether or not the contributions are excludible from the gross income
of the Employee).
(B) Plan Compensation. Plan Compensation means Total Compensation described in Section I.I0(A),
except that Plan Compensation includes elective contributions for all Plan Years. Plan Compensation
applies to determine a Participant's benefit formula and Accrued Benefit under Article V. .
(C) Elective Contributions. Elective contributions are amounts excludible from the Employee's gross
income under Code 99125, 402(e)(3), 402(h) or 403(b), and contributed by the Employer, at the
Employee's election, to a Code 9401(k) arrangement, a Simplified Employee Pension, cafeteria plan or
tax-sheltered annuity. Elective contributions also include: (I) Compensation deferred under a Code 9457
plan maintained by the Employer; and (2) Employee contributions "picked up" by the Employer and,
pursuant to Code 9414(h)(2), treated as Employer contributions.
(D) Limitations on Compensation.
(1) Compensation Limitation. For any Plan Year beginning after December 31, 1995, the
Retirement Committee must take into account no more Plan Compensation than the Compensation
Limitation prescribed by Code 9401(a)(17). The Compensation Limitation is $150,000 for the
1996 Plan Year. For Plan Years beginning after December 31, 1996, the Compensation Limitation
is the adjusted dollar amount determined in accordance with Code 9401(a)(17).
WSDB.PLN\006
1.2
The Compensation Limitation in effect for any Plan Year (or for any 12-month Compensation
period) is the Compensation Limitation in effect at the beginning of that Plan Year (or other 12-
month period). For a Plan Year (or other Compensation measuring period) of less than 12 months,
the Compensation Limitation is a prorated dollar amount, determined by multiplying the
Compensation Limitation by a fraction equal to the number of months in the short period divided
by 12.
(2) Average Compensation. When determining Average Compensation for a Plan Year
beginning after December 31, 1995, Compensation for any prior Compensation period is subject
to the Compensation Limitation in effect for that prior Compensation period, using $150,000 as
the Compensation Limit in effect for any prior Compensation period.
1.11 "Accrued Benefit" means the benefit determined under Article V.
1.12 Actuarial Definitions and Related Rules.
(A) Definitions.
(1) "Actuarial Equivalent" means a benefit of equal value computed by using the following
assumptions, subject to the requirements of this Section 1.12:
Pre- Retirement
and
Post-Retirement
Interest:
Mortality:
8%
1983 Group Annuity Mortality Table, Male Rates
Set Back Two Years for Females
(2) "Present value" means the single sum Actuarial Equivalent of the Participant's Accrued
Benefit.
(3) "Actuary" means an enrolled actuary selected by the Retirement Committee to provide
actuarial services for the Plan.
(B) Interest Rate. When determining the amount of a Participant's distribution or the present value
of the Participant's Accrued Benefit, the interest rate used to make an Actuarial Equivalent determination
is the applicable interest rate specified in Section 1.12(A).
1.13 "Plan Entry Date" means the date(s), specified in Section 2.01.
1.14 "Plan Year" means the fiscal year of the Plan, a 12 consecutive month period ending
every September 30.
1.15 "Effective Date" of this Plan is October 1, 1997.
1.16 "Nonforfeitable" means a Participant's or Beneficiary's unconditional claim, legally
enforceable against the Plan, to the Participant's Accrued Benefit.
1.17 "Accounting Date" is the first day of the Plan Year.
1.18 "Trust" means the separate Trust created under the Plan.
WSDB.PLNl006 1.3
1.19 "Trust Fund" means all property of every kind held or acquired by the Trustee under
the Plan.
1.20 "Nontransferable Annuity" means an annuity which by its terms provides that it may
not be sold, assigned, discounted, pledged as collateral for a loan or security for the performance of an
obligation or for any purpose to any person other than the insurance company. If the Trustee distributes
an annuity contract, the contract must be a Nontransferable Annuity.
1.21 [Reserved)
1.22 "Code" means the Internal Revenue Code of 1986, as amended.
1.23 "Service" means any period of time the Employee is in the employ of the Employer,
including any period the Employee is on an unpaid leave of absence authorized by the Employer under
a uniform, nondiscriminatory policy applicable to all Employees. "Separation from Service" means a
separation from Service with the Employer maintaining this Plan.
1.24 Definitions and Special Rules Relating to Hours of Service
(A) Definition of Hours of Service. "Hour of Service" means:
(1) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment, for the performance of duties. The
Retirement Committee credits Hours of Service under this paragraph (1) to the Employee for the
computation period in which the Employee performs the duties, irrespective of when paid;
(2) Each Hour of Service for back pay, irrespective of mitigation of damages, to which the
Employer has agreed or for which the Employee has received an award. The Retirement
Committee credits Hours of Service under this paragraph (2) to the Employee for the computation
period(s) to which the award or the agreement pertains rather than for the computation period in
which the award, agreement or payment is made; and
(3) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective of whether the
employment relationship is terminated), for reasons other than for the performance of duties
during a computation period, such as leave of absence, vacation, holiday, sick leave, illness,
incapacity (including disability), layoff, jury duty or military duty. The Retirement Committee
will credit no more than 501 Hours of Service under this paragraph (3) to an Employee on
account of any single continuous period during which the Employee does not perform any duties
(whether or not such period occurs during a single computation period).
(4) Each Hour of Service the Employee is on an unpaid leave of absence authorized by the
Employer under a uniform, nondiscriminatory policy applicable to all Employees under which the
Employer specifically credits Hours of Service for such unpaid leave of absence.
The Retirement Committee will not credit an Hour of Service under more than one of the above
paragraphs. A computation period for purposes of this Section 1.24 is the Plan Year, Year of Service
period, Break in Service period or other period, as determined under the Plan provision for which the
WSDB.PLN\006
1.4
Retirement Committee is measuring an Employee's Hours of Service. The Retirement Committee will
resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.
(B) Method of Crediting Hours of Senice. The Retirement Committee will credit every Employee
with Hours of Service on the basis of the "actual" method. For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and hours for which the
Employer makes. payment or for which payment is due from the Employer.
(C) MaternitylPaternity Leave. Solely for purposes of determining whether the Employee incurs
a Break in Service under any provision of this Plan, the Retirement Committee must credit Hours of
Service during an Employee's unpaid absence period due to maternity or paternity leave. The Retirement
Committee considers an Employee on maternity or paternity leave if the Employee's absence is due to
the Employee's pregnancy, the birth of the Employee's child, the placement with the Employee of an
adopted child, or the care of the Employee's child immediately following the child's birth or placement.
The Retirement Committee credits Hours of Service under this paragraph on the basis of the number of
Hours of Service the Employee would receive if he were paid during the absence period or, if the
Retirement Committee cannot determine the number of Hours of Service the Employee would receive,
on the basis of 8 hours per day during the absence period. The Retirement Committee will credit only
the number (not exceeding 501) of Hours of Service necessary to prevent an Employee's Break in Service.
The Retirement Committee credits all Hours of Service described in this paragraph to the computation
period in which the absence period begins or, if the Employee does not need these Hours of Service to
prevent a Break in Service in the computation period in which his absence period begins, the Retirement
Committee credits these Hours of Service to the immediately following computation period.
1.25 "Disability" means a physical or mental condition of a Participant permitting such
Participant to be eligible for disability benefits under the Employer's long term disability program.
* . . . . . . . . . . * . . .
WSDB.PLN\006
1.5
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ARTICLE II - EMPLOYEE PARTICIPANTS
2.01 Eligibility. Each Employee becomes a Participant in the Plan on the first day of the
month (if employed on that date) immediately following the date 6 months after his Employment
Commencement Date. "Employment Commencement Date" means the date on which the Employee first
performs an Hour of Service for the Employer.
2.02 Break in Service - Eligibility. For purposes of participation in the Plan, the Plan does
not apply any Break in Service rule.
2.03 Participation upon Re-employment. A Participant whose employment terminates will
re-enter the Plan as a Participant on the date of his re-employment. An Employee who satisfies the Plan's
eligibility conditions but who terminates employment with the Employer prior to becoming a Participant
will become a Participant on the later of the Plan Entry Date on which he would have entered the Plan
had he not terminated employment or the date of his reemployment. Any Employee who terminates
employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with
the provisions of Section 2.01.
. . . . . . . . . . . . . * .
WSDB.PLN\006
2.1
ARTICLE ill - EMPLOYER CONTRIBUTIONS
Part 1.
Determination of Employer's Contributions.
3.01 Amount. The Employer alone will make the contributions required to fund the cost of the
benefits provided by this Plan. The Employer intends to make such contributions as are necessary to fund
the Plan. .
The Employer contributes to this Plan on the condition its contribution is not due to a mistake of
fact. The Trustee, upon written request from the Employer, must return to the Employer the amount of
the Employer's contribution made by the Employer by mistake of fact. The Trustee will not return any
portion of the Employer's contribution under the provisions of this paragraph more than one year after
the Employer made the contribution by mistake of fact. Furthermore, the Trustee will not increase the
amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to
the contribution, but the Trustee will decrease the Employer contribution returnable for any losses
attributable to it.
3.02 Determination of Contribution. The Employer, from its records and the reports
of the Actuary, will determine the amount of any contribution to be made by it to the Trust under the
terms of the Plan. In this regard, the Employer may place full reliance upon all reports, opinions, tables,
valuations, certificates and computations the Actuary furnishes the Employer.
3.03 Time of Payment of Contribution. The Employer shall make its contribution to the
Trustee not less frequently than in quarterly installments. However, contributions shall be considered
timely if paid to the Trustee within 90 days of the date that such payments are due.
3.04 Nonvested Accrued Benefit. The Trustee will retain in the Trust all amounts representing
the nonvested Accrued Benefit of Participants who have terminated employment. The Employer will not
use forfeited benefits to increase the benefits of other Participants but instead will use the amounts to
reduce its contribution for future Plan Years.
Part 2.
Limitations on Annual Benefits.
3.05 Limitation on Annual Benefit. A Participant's Annual Benefit payable at any time within
a Limitation Year may not exceed the limitations of this Section 3.05, even if the benefit formula under
the Plan would produce a greater Annual Benefit.
(A) Commencement between ages 62 and 65. A Participant's Annual Benefit payable at an age not
less that 62 nor greater than 65, may not exceed the lesser of $90,000 (or such larger dollar amount as
the Commissioner ofInternal Revenue may prescribe) or 100% of the Participant's average Compensation
for his high 3 consecutive Years of Service.
(B) Commencement prior to age 62. If a Participant's Annual Benefit commences prior to his
attaining age 62, the Retirement Committee will adjust the $90,000 (or the larger adjusted dollar amount)
limitation of this Section 3.05 to the Actuarial Equivalent of an Annual Benefit equal to such dollar
limitation commencing at age 62. The Actuarial Equivalent under the immediately preceding sentence
may not be less than $75,000 in the event a Participant's Annual Benefit commences at or after age 55.
In the event a Participant's Annual Benefit commences prior to age 55, the Actuarial Equivalent will equal
the greater of (I) the Actuarial Equivalent of a $75,000 Annual Benefit commencing at age 55 or (2) the
WSDB.PLN\006
3.1
Actuarial Equivalent of a $90,000 (or larger adjusted dollar amount) Annual Benefit commencing at age
62. To determine the Actuarial Equivalent under this paragraph, the Retirement Committee will use an
interest rate assumption equal to the greater of 5% per annum or the rate specified in Section 1.12.
(C) Commencement after age 65. If a Participant's Annual Benefit commences after his attaining
age 65, the Retirement Committee will adjust the $90,000 (or larger adjusted dollar amount) limitation
of this Section 3.05 to the Actuarial Equivalent of an Annual Benefit equal to such dollar limitation
commencing at age 65. To determine the Actuarial Equivalent under this paragraph, the Retirement
Committee will use an interest rate assumption equal to the lesser of 5% per annum or the rate specified
in Section 1.12.
(D) [Reserved].
(E) Adjustment for Years of Senice/Years of Participation Less Than 10. The maximum Annual
Benefit described in this Section 3.05 applies to a Participant who has completed at least 10 Years of
Service with the Employer, for purposes of the 100% average Compensation limitation and has completed
at least 10 Years of Participation in the Plan, for purposes of the dollar limitation. If a Participant has less
than 10 Years of Service with the Employer at the time benefits commence, the Retirement Committee
will multiply his 100% average Compensation limitation by a fraction, the numerator of which is the
number of Years of Service (including fractional years) with the Employer and the denominator of which
is 10. If a Participant has less than 10 Years of Participation in the Plan at the time his benefits
commence, the Retirement Committee will multiply his dollar limitation by a fraction, the numerator of
which is the number of Years of Participation (including fractional years) in the Plan and the denominator
of which is 10. The reductions described in this paragraph will not reduce a Participant's maximum
Annual Benefit to less than one-tenth of the maximum Annual Benefit determined without regard to the
reductions.
(F) Alternate Forms of Payment. If the Trustee pays the Participant's benefit in a form other than
an Annual Benefit, the benefit paid may not exceed the Actuarial Equivalent of the maximum Annual
Benefit payable as a straight life annuity. To determine the Actuarial Equivalent under this paragraph, the
Retirement Committee will use an interest rate assumption equal to the greater of 5% per annum or the
rate specified in Section 1.12.
(G) Adjustments to Dollar Limitation. Any adjustment to the dollar limitation of this Section 3.05
does not take effect until the first day of the calendar year for which the Commissioner of Internal
Revenue publishes the adjustment. The new limitation will apply to the Limitation Year ending with or
within the calendar year for which the Commissioner of Internal Revenue makes the adjustment.
(H) Application of Limitations. A Participant's Accrued Benefit payable at any time may not exceed
the applicable limitation under this Section 3.05. The Retirement Committee will apply the limitations
of this Section 3.05 (as reduced, if applicable, by Section 3.07) to the calculation of the Participant's
normal retirement pension prior to determining the Participant's Accrued Benefit.
3.06 Definitions - Article III. The definitions in this Section 3.06 apply to the limitation
provisions of Part 2 of Article III. For purposes of Article III, the following terms mean:
WSDB.PLN\006
3.2
(A) General Definitions.
(1) Annual Benefit. The Participant's retirement benefit (including any portion of the
Participant's retirement benefit payable to an alternate payee under a qualified domestic relations
order satisfying the requirements of Code 9414(p)) attributable to Employer contributions payable
in the form of a straight life annuity or a qualified joint and survivor annuity, with no ancillary
benefits (other than the survivor annuity).
(2) Compensation. Total Compensation, as determined under Section l. lO(A).
(3) Limitation Year. The Plan Year. If the Employer amends the Limitation Year to a
different 12 consecutive month period, the new Limitation Year must begin on a date within the
Limitation Year for which the Employer makes the amendment, creating a short Limitation Year.
(4) Annual Addition. Annual Additions are the following amounts allocated on behalf of a
Participant for a Limitation Year, under a defined contribution plan maintained by the Employer:
(i) all Employer contributions; (ii) all forfeitures; and (iii) all Employee contributions. Except to
the extent provided in Treasury regulations, Annual Additions include excess contributions
described in Code 9401(k), excess aggregate contributions described in Code 9401(m), irrespective
of whether the plan distributes or forfeits such excess amounts. Excess deferrals under Code
9402(g) are not Annual Additions unless distributed after the correction period described in Code
9402(g). Amounts allocated after March 31, 1984, to an individual medical account (as defined
in Code 9415(IX2)) included as part of a defined benefit plan maintained by the Employer also
are Annual Additions. Furthermore, Annual Additions include contributions paid or accrued after
December 31, 1985, for taxable years ending after December 31, 1985, attributable to post-
retirement medical benefits allocated to the separate account of a key employee (as defined in
Code 94l9A(d)(3)) under a welfare benefit fund (Code 9419(e)) maintained by the Employer. For
a Limitation Year, the Annual Additions allocated on behalf of any Participant, to all defined
contribution plans maintained by the Employer, may not exceed the Maximum Permissible
Amount. The "Maximum Permissible Amount" is the lesser of (I) $30,000 (or, if greater, one-
fourth of the defined benefit dollar limitation under Code 9415(b X I )(A)), or (II) 25% of the
Participant's Compensation for the Limitation Year. If there is a short Limitation Year because
of a change in Limitation Year, the Retirement Committee will multiply the $30,000 limitation
(or larger limitation) on Annual Additions by the following fraction:
Number of months in the short Limitation Year
12.
(5) Year of Senice. A Plan Year during which an Employee completes at least 1,000 Hours
of Service.
(6) Year of Participation. A Year of Participation is a Year of Accrual Service, as
determined under Section 5.02, but only if the Plan is in existence for .such Year of Participation
and the Participant is a Participant in the Plan at least one day in that Year of Participation. If the
Participant receives credit for only a partial Year of Participation under Section 1.11, he will
receive credit for only a partial year for purposes of the limitations of this Article III. For any
other defined benefit plan taken into account, A Year of Participation is each accrual computation
period for which: (a) the Participant receives credit for at least the number of hours of service (or
WSDB.PLNl006
3.3
period of service, if the plan uses elapsed time) necessary to accrue a benefit for that accrual
computation period; and (b) the eligibility conditions of the plan include the Participant as a
participant in that plan on at least one day of that accrual computation period. If the Employee
satisfies the conditions described in clauses (a) and (b), he will receive credit for a Year of
Participation (or a partial Year of Participation, if applicable) equal to the amount of benefit
accrual service (computed to fractional parts of a year) credited under that plan for the accrual
computation period. A Participant receives credi~ for a Year of Participation under another defined
benefit plan only if the plan was established no later than the last day of the accrual computation
period to which the Year of Participation relates. The Participant will not receive credit for more
than one Year of Participation under this paragraph (6) with respect to the same 12-month period.
(7) Employer. The Employer that adopts this Plan and any employers aggregated with the
Employer pursuant to Code ~~414(b), 414(c), 414(m) or 414(0). Solely for purposes of applying
the limitations of this Article III, the Retirement Committee will determine the aggregated
employers by modifying Code ~~4l4(b) and (c) in accordance with Code ~4l5(h).
(8) Defined Benefit Plan. A retirement plan which does not provide for individual accounts
for Employer contributions. The Retirement Committee must treat as a single plan all defined
benefit plans maintained by the Employer, whether or not tenninated.
(9) Defined Contribution Plan. A retirement plan which provides for an individual account
for each participant and for benefits based solely on the amount contributed to the participant's
account, and any income, expenses, gains and losses, and any forfeitures of accounts of other
participants which the plan may allocate to such participant's account. The Retirement Committee
must treat as a single plan all defined contribution plans maintained by the Employer, whether or
not terminated. For purposes of the limitations of this Article III, the Retirement Committee will
treat employee contributions made to a defined benefit plan (including this Plan) maintained by
the Employer as a separate defined contribution plan. The Retirement Committee also will treat
as a 'defined contribution plan an individual medical account (as defined in Code ~415(1)(2))
included as part of a defined benefit plan maintained by the Employer and, for taxable' years
ending after December 31, 1985, a welfare benefit fund under Code ~4l9(e) maintained by the
Employer to the extent there are post-retirement medical benefits allocated to the separate account
of a key employee (as defined in Code ~419A(d)(3)).
(B) Definitions Relating to Defined Benefit and Defined Contribution Plan Limitation.'
(1) Defined Benefit Plan Fraction. The defined benefit plan faction is the Participant's
Projected Annual Benefit divided by the Overall DB limitation.
(a) The "Projected Annual Benefit" means the annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if the plan expresses such benefit in a form other than
a straight life annuity or qualified joint and survivor annuity) of the Participant under the terms
of the defined benefit plan assuming he continues employment until his nonnal retirement age (or
current age, if later) as stated in the defined benefit plan, his compensation continues at the same
rate as in effect in the Limitation Year under consideration until the date of his normal retirement
age and all other relevant factors used to determine benefits under the defined benefit plan remain
constant as of the current Limitation Year for all future Limitation Years.
WSDB.PLN\006
3.4
(b) The "Overall DB Limitation" is the lesser of (i) 125% of the dollar limitation in effect
under Code S415(b)(l)(A) for the Limitation Year, or (ii) 140% of the Participant's average
Compensation for his high 3 consecutive Years of Service. The Overall DB Limitation assumes
the Participant has at least 10 Years of Service or the Retirement Committee will have at least 10
Years of Service at Normal Retirement Age. To determine whether the Participant will have at
least 10 Years of Service, the Retirement Committee may include the year in which the Participant
reaches Normal Retirement Age, but only if it reasonable to anticipate he will receive credit for
a Year of Service in that year. If a Participant fails to satisfy this 10 Years of Service requirement,
the Retirement Committee will reduce the denominator of the Participant's Overall DB Limitation
in the same manner as described under Section 3.05(E) with respect to reductions for less than
10 Years of Service. If the Participant's Current Accrued Benefit (as described in Section 3.05)
exceeds the applicable dollar limitation in effect under Code S4l5(b)(I)(A), the Participant's
Overall DB Limitation may not be less than 125% of that Current Accrued Benefit.
(2) Defined Contribution Plan Fraction. The defined contribution plan fraction is the
Participant's Aggregate Annual Additions divided by the Overall DC Limitation.
(a) The "Aggregate Annual Additions" equal the sum, as of the close of the Limitation Year,
of the Annual Additions to the Participant's Account under the defined contribution planes).
(b) The "Overall DC Limitation" is the sum of the lesser of the following amounts determined
for the Limitation Year and for each prior Year of Service with the Employer: (i) 125% of the
dollar limitation in effect under Code S415(cXl)(A) for the Limitation Year (determined without
regard to the special dollar limitations for employee stock ownership plans), or (ii) 35% of the
Participant's Compensation for the Limitation Year.
3.07 Overall Limitations.
(A) Defined Contribution Plan Limitation. If the Employer maintains a defined contribution plan
(as defined in Section 3.06), or has ever maintained a defined contribution plan which the Employer has
terminated, then the sum of the defined benefit plan fraction and the defined contribution plan fraction
for any Participant for any Limitation Year must not exceed 1.0. The Employer will reduce the projected
annual benefit under this Plan to the extent necessary to satisfY this 1.0 limitation.
* * * * * * * * * * * * * * *
WSDB.PLNl006
3.5
ARTICLE IV - P ARTICIP ANT CONTRIBUTIONS
4.01 Participant Contributions. The Plan does not permit nor reqUire. Participant
contributions.
4.02 Participant Rollover Contributions. The Plan does not permit Participant rollover
contributions.
* * * * * * * * * * * * * . *
WSDB.PLNl006
4.1
ARTICLE V - NORMAL RETIREMENT BENEFIT
5.01 Normal Retirement AgelNormal Retirement Date.
(A) Normal Retirement Age. An Employee attains Normal Retirement Age on the date he attains age
65.
(B) Normal Retirement Date. A Participant's Normal Retirement Date is the first day of the month
following the Participant's attainment of Normal Retirement Age. Each Participant who retires on or after
attaining the Normal Retirement Date receives a normal retirement pension.
5.02 Amount of Normal Retirement Pension/Accrued Benefit. The Annual Benefit
limitations of Article III apply to the determination of a Participant's normal retirement perysion and
Accrued Benefit in the manner prescribed in Section 3.05(H).
(A) Normal Retirement Pension.
(1) Benefit Formula. A Participant's normal retirement pension equals 2% of the
Participant's Average Compensation multiplied by his Years of Accrual Service. The maximum
number of Years of Accrual Service taken into account in the normal retirement pension is 30.
(2) Average Compensation. Average Compensation is the average of the Participant's Plan
Compensation for the Averaging Period in the Participant's Compensation History which results
in the highest Average Compensation. A Participant's Compensation History is the Participant's
entire period of employment with the Employer. The Averaging Period is 3 consecutive
Compensation periods (or the entire period of employment, if shorter). A Compensation period
is the ] 2-month period ending on the last day of the Plan Year.
(B) Accrued Benefit. Subject to the Annual Benefit limitations of Article III, a Participant's Accrued
Benefit is the normal retirement pension accrued by the Participant under the accrual formula provided
in this paragraph (B).
(1) Meth~d of Accrual. As of any date, a Participant's Accrued Benefit is his normal
retirement pension calculated as of the determination date, based on the Years of Accrual Service
credited as of such date.
(2) Year of Accrual Service. Years of Accrual Service are Years of Service as determined
under Section 8.06, including Years of Service completed prior to his participation in the Plan.
(3) Floor-offset arrangement. The Employer also maintains the Money Purchase Pension
Plan and Trust for Employees of the City of Winter Springs, Florida (the "Money Purchase Plan")
and the Participants in this Plan also participate in the Money Purchase Plan. The Retirement
Committee will reduce the Participant's Accrued Benefit in this Plan by the Actuarial Equivalent
benefit derived from the portion of the Participant's vested account balance in the Money Purchase
Plan attributable to employer contributions and required participant contributions made pursuant
to the terms of the Money Purchase Plan (including any distributions and/or direct transfers made
from the account balance of such Participant prior to the benefit commencement date under this
Plan). The interest rate used to determine the Actuarial Equivalent benefit derived from the Money
Purchase Plan is the rate specified in Section 1.12 of this Plan. A mortality assumption will not
WSDB.PLNl006
5.1
apply to determine the Actuarial Equivalent of distributions and/or direct transfers made from the
Participant's account balance in the Money Purchase Plan nor to detennine the Actuarial
Equivalent benefit from the Participant's vested account balance in the Money Purchase Plan for
the period prior to the benefit commencement date under this Plan.
5.03 Normal Form of Benefit. The Retirement Committee will compute a Participant's normal
retirement pension in the form of a straight life annuity. The Trustee will pay the Participant's normal
retirement pension in accordance with Article X.
5.04 Late Retirement.
(A) Actuarial Adjustment for Delayed Commencement/Accrual of Benefits After Normal
Retirement Date. A benefit commencing after Normal Retirement Date is the Actuarial Equivalent of the
Participant's Accrued Benefit payable as of the later of Normal Retirement Date or the last day of the
prior Plan Year. A Participant continues to accrue benefits after his Nonnal Retirement Date if the
Participant's Accrued Benefit would increase because of additional Service or Compensation. A
Participant's Accrued Benefit as of the end of each Plan Year following his Normal Retirement Date is
the greater of: (1) the normal retirement pension detennined under the Plan, taking into account Service
and Compensation credited after Normal Retirement Date; or (2) the Accrued Benefit, detennined as of
the later of Nonnal Retirement Date or the end of the prior Plan Year, actuarially adjusted for late
retirement.
* * * * * * * * * * * * * * *
WSDB.PLNl006
5.2
ARTICLE VI - EARLY RETIREMENT PENSION
6.01 Eligibility for Early Retirement Pension. A Participant who has received credit for at
least 10 Years of Accrual Service and has attained age 55 may elect an early retirement pension. A
Participant who separates from service after satisfying the service requirement but not the age requirement
may elect to receive an early retirement pension upon satisfying the age requirement. In addition, a
Participant who has completed 25 Years of Accrual Service may elect an early retirement pension. A
Participant's early retirement pension is his Nonforfeitable Accrued Benefit payable at Nonnal Retirement
Date without actuarial reduction for early commencement but only if benefits commence on or after the
Participant attains age 55. If an eligible Participant elects to commence his early retirement pension prior
to attaining age 55, such Participant's early retirement pension is the Actuarial Equivalent of his
Nonforfeitable Accrued Benefit payable at age 55.
6.02 Payment of Early Retirement Pension.
(a) If the present value of the Participant's early retirement pension does not exceed $5,000,
the Trustee will pay the early retirement pension in lump sum, as soon as administratively
practicable after the Participant's Separation from Service or, if later, after the Participant satisfies
the eligibility requirements for an early retirement pension.
(b) If the present value of the Participant's early retirement pension exceeds $5,000, the
Trustee will pay the early retirement pension in the form and as of the date elected by the
Participant. A participant may elect to commence his early retirement pension as of the first day
of any month during the period he is eligible for the early retirement pension and after he has
separated from Service. If the Participant fails to designate a distribution date, then the Trustee
will commence payment of the early retirement pension in accordance with Article X.
. . . . . . . . . . . . . . .
WSDB.PLN\006
6.1
ARTICLE VII - DISABILITY PENSION
7.01 Disability Pension. The Plan does not provide a disability pension. Disability benefits
are provided under the Employer's long tenn disability program.
. * . . . . . . * * * * . * .
WSOB.PLN\006
7.1
. .
.i ' ;,
. ~ ~:?:~~".:::::~:f:~~::r;j::;~C;;
ARTICLE VIII - DEFERRED VESTED PENSION - DEATH BENEFIT
8.01 Deferred Vested Pension. A Participant who, prior to his Normal Retirement Date,
terminates employment for any reason other than death, or eligibility for an early retirement pension, will
receive a deferred vested pension (assuming the Accrued Benefit of such participant is not entirely
forfeitable).
8.02 Amount of Deferred Vested Pension. The Participant's deferred vested pension is the
Actuarial Equivalent of his Nonforfeitable Accrued Benefit payable at Normal Retirement Date.
8.03 Payment of Deferred Vested Pension.
(a) If the present value of the Participant's deferred vested pension does not exceed $5,000,
the Trustee will pay the deferred vested pension in lump sum, as soon as administratively
practicable following the Participant's Separation from Service. In no event may the distribution
occur later than the 60th day following the close of the Plan Year in which the Participant attains
Normal Retirement Age.
(b) If the present value of the Participant's deferred vested pension exceeds $5,000, the
Trustee will pay the deferred vested pension in the form elected by the Participant. A Participant
may elect to commence his deferred vested pension after the Participant's Normal Retirement
Date. If the Participant fails to elect a distribution date, then the Trustee will commence payment
of the deferred vested pension in accordance with Article X.
8.04 Pre-Retirement Death Benefit. If a Participant dies prior to commencement of a normal
retirement pension, deferred vested pension or early retirement pension, his Beneficiary will receive a .
death benefit equal to the present value of the Participant's Nonforfeitable Accrued Benefit.
The Trustee will make payment, or commence payment, of the deceased Participant's death benefit in
accordance with Articles IX and X.
8.05 Vesting Schedule.
(A) 100% Vesting Upon Certain Events. A Participant's Accrued Benefit is 100% Nonforfeitable
upon and after his attaining Normal Retirement Age (if employed on or after that date). A Participant's
Accrued Benefit is 100% Nonforfeitable if the Participant's separation from Service is a result of death,
disability or eligibility for an early retirement pension.
(8) Vesting Schedule. Subject to Section 8.05(A), a Participant's Nonforfeitable percentage in his
Accrued Benefit equals the percentage in the following schedule:
Years of Service
Nonforfeitable
PercentalZe
Less than 3 ........................
3 .............................
4 .............................
5 .............................
6 .............................
7 or more ........................
None
20%
40%
60%
80%
100%
WSDB.PLN\OO6
8.1
'. .... .~:""'~'. .-~-;
(C) Amendment to Vesting Schedule. Though the Employer reserves the right to amend the vesting
schedule at any time, the Retirement Committee will not apply the amended vesting schedule to reduce
the Nonforfeitable percentage of any Participant's Accrued Benefit derived from Employer contributions
(determined as of the later of the date the Employer adopts the amendment, or the date the amendment
becomes effective) to a percentage less than the Nonforfeitable percentage computed under the Plan
without regard to the amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new schedule becomes effective.
If the Employer makes a permissible amendment to the vesting schedule, each Participant having
at least 3 Years of Service with the Employer may elect to have the percentage of his Nonforfeitable
Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his
election with the Retirement Committee within 60 days of the latest of (1) the Employer's adoption of the
amendment; (2) the effective date of the amendment; or (3) his receipt of a copy of the amendment. The
Retirement Committee, as soon as practicable, must forward a true copy of any amendment to the vesting
schedule to each affected Participant, together with an explanation of the effect of the amendment, the
appropriate form upon which the Participant may make an election to remain under the vesting schedule
provided under the Plan prior to the amendment and notice of the time within which the Participant must
make an election to remain under the prior vesting schedule. The vesting schedule election does not apply
to a Participant if the amended vesting schedule provides for vesting at least as rapid at all times as the
vesting schedule in effect prior to the amendment.
(D) Forfeiture for Cause. The Plan does not permit a forfeiture for cause.
8.06 Year of Senice - Vesting. For purposes of vesting under Section 8.05, Year of Service
means any Plan Year during which an Employee completes not less than 1,000 Hours of Service. A Year
of Service includes any Year of Service earned prior to the Effective Date of the Plan, except as provided
in Section 8.08.
8.07 Break in Service - Vesting. For purposes of this Article VIII, a Participant incurs a
"Break in Service" if during any Plan Year he does not complete more than 500 Hours of Service with
the Employer.
8.08 Inclu~ed Years of Service - Vesting. For purposes of determining "Years of Service"
under Section 8.06, the Plan takes into account all Years of Service an Employee completes with the
Employer except:
(a) Any Year of Service completed before a Break in Service, unless the Employee completes
a Year of Service after the Break in Service. This Break in Service rule will not operate to
recredit any Year of Service disregarded under clause (b).
(b) Any Year of SerVice completed before a Break in Service if the number of the
Participant's consecutive Breaks in Service equals of exceeds the greater of 5 or the aggregate
number of the Years of Service prior to the Break. This Break in Service rule applies only if the
Participant is 0% vested in his Accrued Benefit derived from Employer contributions at the time
he has a Break in Service. Furthermore, the aggregate number of Years of Service before a Break
in Service does not include any Years of Service not required to be taken into account under this
exception by reason of any prior Break in Service. If the Retirement Committee Retirement
Committee disregards the Participant's Years of Service under this exception, the Plan forfeits his
pre-Break in Service Accrued Benefit.
WSDB.PLNl006
8.2
(c) Any Year of Service before the Plan Year in which the Participant attained the age of 18.
8.09 Disregard of Accrued Benefit.
(A) Casb-Out Distribution. If a partially-vested Participant receives a cash-out payment of his entire
Nonforfeitable Accrued Benefit, the Retirement Committee will disregard the Participant's Accrued Benefit
determined as of the date of the cash-out distribution. A partially-vested Participant who is re-employed
by the Employer after receiving a cash-out distribution has the right to repay the Trustee the Employer
derived portion of the cash-out distribution he received, provided his repayment right has not expired. The
Participant's repayment must include interest at the rate determined under Code 941 I (c)(2)(C) (or under
a successor to that Code section), calculated from the date of the cash-out distribution. A Participant's
right to make repayment expires on the earlier of: (I) the date 5 years after the Participant's first re-
employment date with the Employer following the cash-out distribution; or (2) the last day of the first
Break in Service Period ending after the cash-out distribution. A Break in Service Period is a period of
5 consecutive Plan Years in which the Participant incurs a Break in Service.
(B) Restoration of Accrued Benefit. If, prior to the expiration of the repayment period, are-employed
Participant makes repayment in accordance with the terms of this Section 8.09, the Retirement Committee
will restore the Participant's Accrued Benefit disregarded under this Section 8.09.
(C) 0% Vested Participant. A 0% vested Participant is a Participant whose Accrued Benefit is entirely
forfeitable at the time of his Separation from Service. Under the deemed cash-out rule, the Retirement
Committee will treat the 0% vested Participant as having received a cash-out distribution on the date of
the Participant's Separation from Service. For purposes of applying the restoration provisions of this
Section 8.09, the Retirement Committee will treat the 0% vested Participant as repaying his cash-out
"distribution" (plus the required interest) on the first date of his re-employment with the Employer.
. . . . . . . . . . . . . . .
WSDB.PLN\006
8.3
ARTICLE IX - PRERETIREMENT SURVIVOR ANNUITY
9.01 Preretirement Sunivor Annuity - Eligibility. If a married Participant dies prior to his
annuity starting date, the Retirement Committee will direct the Trustee to distribute to the Participant's
surviving spouse a preretirement survivor annuity, unless the Participant has a valid waiver election (as
described in Section 9.02) in effect, or unless the Participant and his spouse were not married throughout
the one year period ending on the date of his death.
(A) Preretirement Survivor Annuity - Defined. A preretirement survivor annuity is a straight life
annuity, payable no I~ss frequently than annually, for the life of the surviving spouse.
(B) Present Value Not Greater Than $5,000. If the present value of the preretirement survivor
annuity is not greater than $5,000, the Trustee will make the distribution in a lump sum, in lieu of the
preretirement survivor annuity. The distribution must occur on or before the annuity starting date.
(C) Suniving Spouse Elections. If the present value of the preretirement survivor annuity exceeds
$5,000, the Participant's surviving spouse may elect to have the Trustee commence payment of the
preretirement survivor annuity as of the first day of any month following the Participant's death, but not
later than the applicable mandatory distribution period described in Article X. A surviving spouse also may
elect any form of payment described in Article X, in lieu of the preretirement survivor annuity (other than
a joint and survivor annuity). In the absence of an election by the surviving spouse, the Retirement
Committee will direct the Trustee to distribute the preretirement survivor annuity as soon as
administratively practicable following the close of the Plan Year in which the latest of the following
events occurs: (1) the Participant's death; (2) the date the Retirement Committee receives notification of
or otherwise confirms the Participant's death; or (3) the date the Participant would have attained Normal
Retirement Age.
(D) Special Rules. If the Participant's surviving spouse dies prior to the commencement of the
preretirement survivor annuity, the Plan will not pay the preretirement survivor annuity and the Retirement
Committee will determine the Participant's death benefit pursuant to Section 8.04.
9.02 Waiver Election - Preretirement Survivor Annuity.
(A) Explanation of Waiver. The Retirement Committee must provide a written explanation of the
preretirement survivor annuity to each married Participant, within the following period which ends last:
(1) the period beginning on the first day of the Plan Year in which the Participant attains age 32 and
ending on the last day of the Plan Year in which the Participant attains age 34; or (2) a reasonable period
after an Employee becomes a Participant. A reasonable period described in clause (2) is the period
beginning one year before and ending one year after the Employee becomes a Participant. If the
Participant separates from Service before attaining age 35, clauses (1) and (2) do not apply and the
Retirement Committee must provide the written explanation within the period beginning one year before
and ending one year after the separation from Service. The written explanation must describe, in a manner
consistent with Treasury regulations, the terms and conditions of the preretirement survivor annuity
comparable to the explanation of the qualified joint and survivor annuity required under Article X. The
Plan does not limit the number of times the Participant may revoke a waiver of the preretirement survivor
annuity or make a new waiver during the election period.
(B) Waiver Requirements~ A Participant's waiver election of the preretirement survivor annuity is not
valid unless (1) the Participant makes the waiver election no earlier than the first day of the Plan Year
WSDB.PLN\006
9.1
in which he attains age 35 and (2) the Participant's spouse (to whom the preretirement survivor annuity
is payable) satisfies the consent requir~ments described in Article X, except the spouse need not consent
to the form of benefit payable to the designated Beneficiary. The spouse's consent to the waiver of the
preretirement survivor annuity is irrevocable, unless the Participant revokes the waiver election.
Irrespective of the time of election requirement described in clause (1), if the Participant separates from
Service prior to the first day of the Plan Year in which he attains age 35, the Retirement Committee will
accept a waiver election as respects the Participant's Accrued Benefit attributable to his Service prior to
his separation from Service. Furthermore, if a Participant who has not separated from Service makes a
valid waiver election, except for the timing requirement of clause (1), the Retirement Committee will
accept that election as valid, but only until the first day of the Plan Year in which the Participant attains
age 35. A waiver election described in this paragraph is not valid unless made after the Participant has
received the written explanation described in this Section 9.02.
9.03 Reduction of Pension Benefits. The Trustee will not reduce a Participant's pension
benefits as a result of the preretirement survivor annuity coverage required under Section 9.01. The
Employer alone bears the cost of providing the preretirement survivor annuity.
*. * * * * * * * * * * * * * *
WSDB.PLN\006
9.2
ARTICLE X - PAYMENT OF ACCRUED BENEFIT -
OPTIONAL FORMS OF PAYMENT
10.01 Form of Benefit. Subject to the requirements of Section 10.02, the Retirement Committee
will direct the Trustee to pay a Participant his Nonforfeitable Accrued Benefit in a form permitted under
Section 10.05. Annuity payments will continue until the last scheduled payment coincident with or
immediately preceding the date of the Participant's death or, if applicable, the date of his survivor's death.
(A) Consent. A Participant must consent, in writing, to any distribution described in this Article X if
the present value of the Participant's Nonforfeitable Accrued Benefit exceeds $5,000, and the distribution
commences prior to the Participant's attaining Normal Retirement Age. Furthermore, the Participant's
spouse also must consent, in writing, to any distribution for which Section 10.02 requires the spouse's
consent. For purposes of the consent requirements under this Article X, if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $5,000, the
Retirement Committee will treat that present value as exceeding $5,000 for purposes of all subsequent Plan
distributions to the Participant.
(B) Annuity starting date/distribution date. The term "annuity starting date" means: (I) the first day
of the first period for which the Plan pays an amount as an annuity; or (2) for a distribution in any other
form, the date of the distribution. A distribution date is the date as of which the Plan requires distribution
or as of the date which the Participant (or Beneficiary) may elect to commence distribution.
(C) Direct Rollover of Eligible Rollover Distribution. For distributions made after December 31,
1992, a Participant may elect, at the time and in the manner prescribed by the Retirement Committee, to
have any portion of his eligible rollover distribution paid directly to an eligible retirement plan specified
by the Participant in a direct rollover designation. For purposes of this Section 10.01(C), a Participant
includes a Participant's surviving spouse and the Participant's spouse or former spouse who is an alternate
payee under a qualified domestic relations order.
The following definitions apply to this Section 10.01(C):
(1) Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any
portion of the balance to the credit of the Participant, except an eligible rollover distribution does not
include: any distribution which is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint
life expectancies) of the Participant and the Participant's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent required under Code s401(a)(9); and the portion of
any distribution which is not includible in gross income (determined without regard to the exclusion of
net unrealized appreciation with respect to employer securities).
(2) Eligible retirement plan. An eligible retirement plan is an individual retirement account
described in Code s408(a), an individual retirement annuity described in Code S401(b), an annuity plan
described in Code s403(a), or a qualified trust described in Code s40l(a), which accepts the Participant's
eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.
(3) Direct rollover. A direct rollover is a payment by the Plan to the eligible retirement plan
specified by the distributee.
WSDB.PLN\006
10.1
10.02 Qualified Joint and Survivor Annuity.
(A) Payment of Annuity Form. The Retirement Committee must direct the Trustee to distribute a
married or unmarried Participant's Nonforfeitable Accrued Benefit in the form of a qualified joint and
survivor annuity, unless the Participant makes a valid waiver election (described in Section 10.04) prior
to the annuity starting date. If, as of the annuity starting date, the Participant is married, a qualified joint
and survivor annuity is an immediate annuity payable for the life of the Participant and a survivor annuity
payable for the remaining life of the Participant's surviving spouse which is 50% of the amount of the
annuity payable during the life of the Participant. If, as of the annuity starting"date, the Participant is not
married, a qualified joint and survivor annuity is an immediate life annuity for the Participant. The
qualified joint and survivor annuity will be the Actuarial Equivalent of the Participant's Nonforfeitable
Accrued Benefit and will provide monthly payments. The Participant may elect to have annuity payments
less frequently than monthly, but not less frequently than annually.
(B) Present Value Not Greater Than $5,000. If the present value of the Participant's Accrued Benefit
is not greater than $5,000, the Trustee will pay the Participant's pension in a lump sum, in lieu of a
qualified joint and survivor annuity. The distribution must occur on or before the annuity starting date.
The consent requirements of this Article X do not apply to a Participant subject to this paragraph.
10.03 Commencement of Benefits. The Retirement Committee must direct the Trustee to
commence distribution of benefits in accordance with this Section 10.03, subject to the mandatory
distribution requirements of Section 10.06.
(A) Distribution to Participant Who Separates from Service Before Normal Retirement Date. The
Retirement Committee will direct the Trustee to commence distribution of the Participant's Nonforfeitable
" Accrued Benefit in accordance with Article VI, VII or VIII, whichever applies.
(B) Distribution to PartiCipant Who Separates from Service After Normal Retirement Date. The
Retirement Committee will direct the Trustee to commence distribution to the Participant:
(1) Present Value of Normal Retirement Pension Not Exceeding $5,000. In lump sum, as soon
as administratively practicable following the Participant's separation from Service, but not later than
the 60th day following the close of the Plan Year in which that separation from Service occurs.
(2) Present Value of Normal Retirement Pension Exceeds $5,000. In the form and at the time
elected by the Participant, as permitted under this Article X. The Participant may elect to commence
distribution as soon as administratively practicable following separation from Service or as of the
first day of any subsequent month.
(C) Failure of Participant To Make an Election. Where the Participant has the right to elect the form
and timing of his pension, but has failed to make an election, the Retirement Committee will direct the
Trustee to commence distribution of the Participant's pension, in the form prescribed by Section 10.02,
as soon as administratively practicable following the later of: (1) the Participant's attainment of Normal
Retirement Age; or (2) the Participant's separation from Service. If, pursuant to the Plan, the latest
distribution date available to the Participant occurs earlier than the mandatory distribution date described
in this Section 10.03(C), the Retirement Committee will satisfy this distribution requirement by
purchasing, as soon as administratively practicable after the latest applicable distribution date, a deferred
Nontransferable Annuity which will commence the Participant's pension at the mandatory distribution
date.
WSDB.PLN\006
10.2
(D) Notice to Participant. At least 30 days before the Participant's annuity starting date, the Retirement
Committee must provide a benefit notice to a Participant who is eligible to make a distribution election
under the Plan. The benefit notice must explain the optional forms of benefit in the Plan, including the
material features and relative values of those options, and the Participant's right to defer distribution until
he attains Normal Retirement Age.
(E) Death of the Participant. If the Participant had commenced distribution prior to his death, the
Retirement Committee will direct the Trustee to make distribution to the Participant's Beneficiary in
accordance with the distribution method in effect at the time of death. If the deceased Participant had not
commenced distribution, the Retirement Committee will direct the Trustee to distribute the Participant's
death benefit in accordance with paragraph (I) or paragraph (2), whichever applies, subject to the
requirements of Article IX.
(1) Present Value of Death Benefit Does Not Exceed $5,000. In lump sum, as soon as
administratively practicable following the date on which the Retirement Committee receIves
notification of or otherwise confirms the Participant's death.
(2) Present Value of Death Benefit Exceeds $5,000. In the form and at the time elected by the
Participant or, if applicable by the Beneficiary, as permitted under this Article X. Unless otherwise
elected by the Participant and to the extent permitted under Section 10.06, a Beneficiary may elect
to commence distribution of the Participant's death benefit as of the first day of any month
following the date the Retirement Committee receives notification of or otherwise confirms the
Participant's death. In addition to the other forms of distribution available under this Article X, and
to the extent permitted under Section 10.06, a Beneficiary may elect to receive the Participant's
death benefit in monthly, quarterly or annual installments over a 5 year period, unless the
Participant elected otherwise. In the absence of an election, the Retirement Committee will direct
the Trustee to distribute the Participant's death benefit in five annual installment payments
commencing as soon as administratively practicable following the end of the Plan Year that the
Retirement Committee receives notification of or otherwise confirms the Participant's death.
10.04 Waiver Election - Qualified Joint and Survivor Annuity.
(A) Explanation or Waiver. At least 30 days before the Participant's annuity starting date, the
Retirement Committee must provide the Participant a written explanation of the terms and conditions of
the qualified joint and survivor annuity, the Participant's right to make, and the effect of, an election to
waive the joint and survivor form of benefit, the rights of the Participant's spouse regarding the waiver
election and the Participant's right to make, and the effect of, a revocation of a waiver election. The Plan
does not limit the number of times the Participant may revoke a waiver of the qualified joint and survivor
annuity or make a new waiver during the election period.
(B) Waiver Requirements. A married Participant's waiver election is not valid unless (I) the
Participant's spouse (to whom the survivor annuity is payable under the qualified joint and survivor
annuity), after the Participant has received the written explanation described in this Section, has consented
in writing to the waiver election, the spouse's consent acknowledges the effect of the election, and a
notary public or the Plan Administrator (or his representative) witnesses the spouse's consent, (2) the
spouse consents to the alternate form of payment designated by the Participant or to any change in that
designated form of payment, and (3) unless the spouse is the Participant's sole primary Beneficiary, the
spouse consents to the Participant's Beneficiary designation or to any change in the Participant's
Beneficiary designation. The spouse's consent to a waiver of the qualified joint and survivor annuity is
WSDB.PLN\006
10.3
irrevocable unless the Participant revokes the waiver election. The spouse may execute a blanket consent
to any form of payment designation or to any Beneficiary designation made by the Participant, if the
spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that
right.
The Retirement Committee may accept as valid a waiver election which does not satisfy the spousal
consent requirements if the Retirement Committee establishes the Participant does not have a spouse, the
Retirement Committee is not able to locate the Participant's spouse, the Participant is legally separated
or has been abandoned (within the meaning of State law) and the Participant has a court order to that
effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent
requirement. If the Participant's spouse is legally incompetent to give consent, the spouse's legal guardian
(even if the guardian is the Participant) may give consent.
10.05 Optional Forms of Distribution. The Retirement Committee will direct the Trustee to pay
the Participant's Nonforfeitable Accrued Benefit, as elected by the Participant or, if applicable, by the
Beneficiary, under one of the optional forms of distribution permitted under this Section 10.05, subject
to the annuity distribution requirements of Section 10.02. The Beneficiary's election, except as required
by Article IX, is subject to any restrictions designated in writing by the Participant and not revoked as of
his date of death.
(A) Actuarial Equivalent Optional Forms. Any form of payment under this Section 10.05(A) must
satisfy the mandatory distribution requirements of Section 10.06 and must be the Actuarial Equivalent of
the Participant's Nonforfeitable Accrued Benefit.
The optional forms of distribution are:
(1) Installments. Payment in monthly, quarterly or annual installments over the life expectancy
of the Participant, or the joint life and last survivor expectancy of the Participant and his designated
Beneficiary.
(2) Life Annuity. A straight life annuity, payable no less frequently than annually, with payment
of the Participant's Accrued Benefit ending on the Participant's death.
(3) Life Annuity with Term Certain. A life annuity, payable no less frequently than annually,
with a term certain guaranteed. The term certain cannot exceed the Participant's life expectancy,
or the joint life and last survivor expectancy of the Participant and his designated Beneficiary. If
a Participant dies before the Trustee has made the guaranteed number of payments, the Trustee will
continue the balance of the payments to the Participant's designated Beneficiary.
(4) Joint and Survivor Annuity. A joint life annuity payable for the life of the Participant, with
a survivor annuity payable for the remaining life of a designated Beneficiary which is a specified
percentage (either 75% or 100%) of the annuity payable during the Participant's life.
10.06 Mandatory Distributions.
(A) Required Beginning Date. If any distribution commencement date described under the Plan, either
by Plan provision or by Participant election (or nonelection), is later than the Participant's Required
Beginning Date, the Retirement Committee instead must direct the Trustee to make distribution to the
Participant on the Participant's Required Beginning Date. A Participant's Required Beginning Date is the
WSDB.PLN\006
10.4
April 1 following the close of the calendar year in which the Participant attains age 70Y2 or, if later, April
1 following the close of the calendar year in which the Participant separates from Service. A mandatory
distribution at the Participant's Required Beginning Date will be in the form of distribution required under
Section 10.02 unless the Participant, pursuant to the provisions of this Article X, makes a valid election
to receive an alternative form of payment.
(B) Minimum Distribution Requirements for Participants. The Retirement Committee may not direct
the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit, nor may the Participant elect
to have the Trustee distribute his Nonforfeitable Accrued Benefit, under a method of payment which, as
of the Required Beginning Date, does not satisfy the minimum distribution requirements under Code
940 I (a)(9) and the applicable Treasury regulations.
(1) Minimum distribution for annuity distribution. An annuity distribution made to the
Participant to satisfy the minimum distribution requirements must meet all of the following
requirements:
(a) The periodic payment intervals under the annuity may not be longer than one year.
(b) The distribution period must not exceed the life (or joint lives) of the Participant and his
designated Beneficiary (as determined under Article XlV, subject to the requirements of the Code
9401 (a)(9) regulations), or a period certain not longer than the life expectancy (or joint life
expectancy) or the Participant and his designated Beneficiary.
(c) The annuity does not recalculate life expectancy.
(d) The Participant or Beneficiary may not lengthen the period certain, if applicable, even if the
period certain is shorter than the maximum period permitted under Code 9401(a)(9).
(e) The payments are nonincreasing or increase only under the following circumstances: (i) with
any percentage increase in a specified and generally recognized cost-of-living index; (ii) to take into
account the reduction to the amount of the participant's payments to provide a survivor benefit, but
only upon the death of the Beneficiary on whose life the annuity determines the survivor
distribution period and if the payments continue over the life of the Participant; (iii) to provide cash
refunds of Employee contributions upon the Participant's death; or (iv) because of an increase in
benefits under the Plan.
(f) If the annuity is a life annuity (or a life annuity with a period certain not exceeding 20 years)
the minimum distribution required by the Participant's Required Beginning Date is one payment
interval. Subsequent minimum distributions are the payment intervals determined under the annuity,
even if the second payment interval occurs in the calendar year following the year in which the
Required Beginning Date occurs.
(g) If the annuity provides a period certain without a life contingency, or if a life annuity with a
period certain exceeding 20 years, the minimum distribution for each calendar year subject to this
Section 10.06, is the annual amount, determined by totaling the periodic payments for a calendar
year. The minimum distribution due by the Participant's Required Beginning Date is the annual
amount for the calendar year preceding that Required Beginning Date. The minimum distribution
WSDB.PLN\006
10.5
for the calendar year which includes the Required Beginning Date and for all subsequent calendar
years is the annual amount for that calendar year and the annuity must pay that minimum
distribution no later than December 31 of that calendar year.
(2) Minimum Distribution Incidental Death Benefit ("MDIB"). If the Participant's spouse is
not his designated Beneficiary, an annuity must satisfy the MDIB requirements of this paragraph.
If the annuity provides a period certain without a life contingency, the period certain in effect as
of the first distribution calendar year may not exceed the applicable period determined under the
maximum period certain table set forth in Treas. Reg. S 1.40 I (a)(9)-2. If the annuity with a life
contingency includes a period certain, the period certain at any time on or after the Participant's
Required Beginning Date also may not exceed the maximum period certain determined under the
table described in the immediately preceding sentence. If the annuity is a joint and survivor annuity
payable for the joint lives of the Participant and a nonspouse Beneficiary, the survivor percentage
in effect at any time on or after the Participant's Required Beginning Date may not exceed the
percentage determined under the applicable percentage table set forth in Treas. Reg. S 1.40 I (a)(9)-2.
A joint and survivor annuity under which the survivor percentage does not exceed 52% always
satisfies this paragraph. A life annuity payable to the Participant, without any period certain, is not
subject to the MDIB requirements of this paragraph.
(3) Additional Accruals. Benefits accruing to the Participant after his Required Beginning Date
constitute a separate component of an annuity distribution, beginning with the first payment interval
ending in the calendar year immediately following the calendar year in which such amount accrues.
The annuity starting date and form of distribution commenced by the Required Beginning Date
applies to the. distribution of these additional accruals, unless the Participant elects otherwise
pursuant to his benefit options under the Plan, and that election otherwise complies with these
minimum distribution requirements. An additional accrual includes any portion of the Participant's
Accrued Benefit which becomes Nonforfeitable during the applicable calendar year.
(4) Nonannuity Distributions. If the Participant elects an installment distribution directly from the
Trust, under which the method of payment is in the form of an individual account distribution, the
distribution method must satisfy the minimum distribution requirements which apply to individual
accounts, including the MOIB requirements which apply to individual accounts, as determined under
Code s401(a)(9) and the applicable regulations. A lump sum distribution made on or before a
Participant's Required Beginning Date of his entire Nonforfeitable Accrued Benefit under the Plan
satisfies the minimum distribution requirements. Furthermore, a lump sum payment of additional
accruals, as described in the immediately preceding paragraph, no later than the end of the first
payment interval ending in the calendar year immediately following the calendar year in which such
amount accrues, satisfies the minimum distribution requirements.
(C) Minimum Distribution Requirement for Beneficiaries. The method of distribution to the
Participant's Beneficiary must satisfy Code s401(a)(9) and the applicable Treasury regulations.
(1) Death After the Required Beginning Date. If the Participant's death occurs after his Required
Beginning Date or, if earlier, the date the Participant commences an irrevocable annuity, the method
of payment to the Beneficiary must provide for completion of payment over a period which does
not exceed the payment period which had commenced for the Participant.
WSDB.PLN\006
10.6
(2) Death Before the Required Beginning Date. If the Participant's death occurs prior to his
Required Beginning Date, and the Participant has not commenced an irrevocable annuity, the
method of payment to the Beneficiary must provide for completion of payment over a period not
exceeding:
(a) 5 years after the date of the Participant's death (with payments completed by December
31 of the calendar year in which occurs the 5th anniversary of the Participant's date of death);
or
(b) if the Beneficiary is a designated Beneficiary, over the designated Beneficiary's life or
life expectancy.
The Retirement Committee will not direct payment over a period described in clause (b) unless the
Trustee will commence payment to the designated Beneficiary no later than the December 31 following
the close of the calendar year in which the Participant's death occurred or, if later, and the designated
Beneficiary is the Participant's surviving spouse, the December 31 of the calendar year in which the
Participant would have attained age 70Yl. The Retirement Committee must use the unisex life expectancy
multiples under Treas. Reg. ~ 1.72-9 for purposes of applying this paragraph. An annuity distribution to
the designated Beneficiary, whether directly from the Trust or in the form of a Nontransferable Annuity
Contract, satisfies clause (b) if the annuity satisfies the minimum distribution requirements of Section
IO.06(B), but applying paragraphs (t) and (g) of Section 1 O.06(B)( I) as follows: (i) the distribution
calendar years applicable to the designated Beneficiary are the calendar year in which benefits must
commence under clause (b) of this Section 1O.06(C)(2) and all subsequent calendar years; and (ii) the first
payment interval under paragraph (t) is due by the December 31 described in this Section 10.06(C)(2).
A lump sum distribution to the Beneficiary made no later than the date described in clause (a) of this
Section 10.06(C)(2) satisfies these minimum distribution requirements.
In the case of a nonannuity distribution to a designated Beneficiary, the Plan satisfies the
requirement of this Section 10.06(C) if the distribution method satisfies the minimum distribution
requirements applicable to individual accounts, as determined under Code ~401(a)(9) and the applicable
regulations, and the first minimum distribution occurs no later than the December 31 described in clause
(2)(b) of this Section 10.06(C). The Retirement Committee will apply the post-death minimum distribution
rules by treating any amount paid to the Participant's child, which becomes payable to the Participant's
surviving spouse upon the child's attaining the age of majority, as paid to the Participant's surviving
spouse.
(D) Special Rules. The Retirement Committee, only upon the Participant's written request or, in the
case of a distribution described in Section 10.06(C), only upon the written request of the Participant's
spouse, will recalculate the applicable life expectancy period for purposes of calculating the minimum
distribution applicable to a distribution calendar year following the first distribution calendar year. The
Participant must make a recalculation election not later than his Required Beginning Date. A surviving
spouse must make a recalculation election no later than the December 31 date described in Section
IO.06(C)(2). A recalculation election applicable to a joint life expectancy payment, where the survivor is
a nonspouse Beneficiary, may not take into account any adjustment to any life expectancy other than the
Participant's life expectancy, as prescribed by the applicable regulations under Code ~401(a)(9). In the
absence of a recalculation election, the Plan does not permit recalculation of the applicable life expectancy
factor.
WSDB.PLNl006
10.7
10.07 Distributions Under Domestic Relations Orders. Nothing contained in this Plan will
prevent the Trustee, in accordance with the direction of the Retirement Committee, from complying with
the provisions of a qualified domestic relations order (as defined in Code g4I4(p)). The Retirement
Committee may adopt any written procedures relating to a qualified domestic relations order which the
Retirement Committee deems necessary for proper administration of the Plan. This Plan specifically
permits distribution to an alternate payee under a qualified domestic relations order at any time,
irrespective of whether the Participant has attained his earliest retirement age (as defined under Code
9414(p)) under the Plan. A distribution to an alternate payee prior to the Participant's attainment of earliest
retirement age is available only if: (I) the order specifies distribution at that time or permits an agreement
between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value
of the alternate payee's benefits under the Plan exceeds $5,000, and the order requires, the alternate payee
consents to any distribution occurring prior to the Participant's attainment of earliest retirement age.
Nothing in this Section 10.07 permits a Participant a right to receive distribution at a time otherwise not
permitted under the Plan nor does it permit the alternate payee to receive a form of payment not permitted
under the Plan.
For purposes of applying Articles IX and X, the Retirement Committee will treat a former spouse
as the Participant's spouse or surviving spouse to the extent provided under a qualified domestic relations
order. The survivor annuity requirements of Article IX and the joint and survivor annuity requirements
of Article X apply separately to the portion of the Participant's Nonforfeitable Accrued Benefit subject
to the qualified domestic relations order and to the portion of the Participant's Nonforfeitable Accrued
Benefit not subject to that order.
The Retirement Committee must establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Retirement Committee
promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt
of the order and the Plan's procedures for determining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the Retirement Committee must
determine the qualified status of the order and must notify the Participant and each alternate payee, in
writing, of its determination. The Retirement Committee must provide notice under this paragraph by
mailing to the individual's address specified in the domestic relations order, or in a manner consistent with
applicable law.
If any portion of the Participant's Nonforfeitable Accrued Benefit is payable during the period the
Retirement Committee is making its determination of the qualified status of the domestic relations order,
the Retirement Committee must make a separate accounting of the amounts payable. If the Retirement
Committee determines the order is a qualified domestic relations order within l8 months of the date
amounts first are payable following receipt of the order, the Retirement Committee will direct the Trustee
to distribute the payable amounts in accordance with the order. If the Retirement Committee does not
make its determination of the qualified status of the order within the I8-month determination period, the
Retirement Committee will direct the Trustee to distribute the payable amounts in the manner the Plan
would distribute if the order did not exist and will apply the order prospectively if the Retirement
Committee later determines the order is a qualified domestic relations order.
The Trustee will make any payments or distributions required under this Section 10.07 by separate
benefit checks or other separate distribution to the alternate payee.
. . . . . . . . . . . . . . .
WSDB.PLN\006
10.8
ARTICLE XI - MISCELLANEOUS PROVISIONS AFFECTING
THE PAYMENT OF BENEFITS
11.01 General. In general, the Trustee will make payment of any pension directly to the Participant
entitled to the payment. However, the Retirement Committee may instruct the Trustee to purchase a
Nontransferable Annuity contract from an insurance company. The Nontransferable Annuity contract must
provide pension and other benefits in an amount not less than the pension and other benefits a Participant
would receive under this Plan and otherwise must comply with the requirements of this Plan. In the event
the Trustee purchases a Nontransferable Annuity contract for the benefit of a Participant, the Trustee either
may assign the contract to the Participant or hold the contract for the benefit of the Participant pursuant
to the instructions of the Retirement Committee. The Trustee also may purchase a Nontransferable Annuity
contract for the benefit of a designated Beneficiary, surviving spouse or alternate payee under a qualified
domestic relations order (as defined in Code ~414(p)) entitled to distribution of all or a portion of the
Participant's Nonforfeitable Accrued Benefit.
11.02 Nonduplication of Benefits. In the event the Trustee distributes any part or all of a
Participant's Accrued Benefit to him and the Participant later resumes active employment with the
Employer, the Trustee will compute the Participant's Accrued Benefit by taking into account all of the
Participant's Years of Accrual Service. However, the Trustee will offset the Participant's Accrued Benefit
so computed by the Participant's Accrued Benefit attributable to any distribution the Trustee has made
to the Participant (other than a cash-out distribution described in Article VIII). If the distribution was a
cash-out distribution, as described in Article VIII, the Trustee will offset the Participant's Accrued Benefit
by the Accrued Benefit disregarded under Section 8.09.
11.03 [Reserved].
11.04 No Disreganl of Service. For purposes of computing Years of Service under Article VIII,
the Plan does not disregard Years of Service with respect to which a Participant has received a distribution
of his Accrued Benefit.
11.05 MergerlDirect Transfers. The Trustee will not consent to, or be a party to, any merger or
consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately
after the merger, consolidation or transfer, the surviving Plan provides each Participant a benefit equal to
or greater than the benefit each Participant would have received had the Plan terminated immediately
before the merger or consolidation or transfer. The Trustee possesses the specific authority to enter into
merger agreements or direct transfer of assets agreements with the trustees of other retirement plans
described in Code ~401(a), and to accept the direct transfer of plan assets, or to transfer plan assets, as
a party to any such agreement. If the Trustee accepts a transfer of assets from other retirement plans
described in Code 9401(a) on behalf of a Participant, the Trustee shall utilize such assets to provide
additional Accrued Benefits for such Participant.
The Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date
the Employee satisfies the Plan's eligibility conditions. If the Trustee accepts such a direct transfer of plan
assets, the Retirement Committee and Trustee will treat the Employee as a Participant for all purposes of
the Plan except the Employee will not accrue benefits until he actually becomes a Participant in the Plan.
If the Employee terminates employment with the Employer prior to becoming a Participant, the Trustee
will distribute his transferred assets to him as if they were Employer-derived Accrued Benefits.
* * * * * * * * * * * * * . *
WSDB.PLNl006
11.1
ARTICLE XII - OTHER PROVISIONS AFFECTING BENEFITS
12.01 Assignment or Alienation. Subject to Code S414(p) (relating to qualified domestic
relations orders), neither a Participant nor a Beneficiary may anticipate assign or alienate (either at law
or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation,
assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment,
levy, execution or other legal or equitable process.
12.02 [Reserved]
12.03 [Reserved]
12.04 Distribution Upon Termination of Trust. If the Employer terminates the Plan, the Trustee
will determine the value of the Trust Fund as of the business day next following the date of such
termination.
(A) Allocation of Assets. Upon termination of the Plan, the Retirement Committee shall direct the
Trustee to allocate the assets of the Plan in a nondiscrimatory manner and in accordance with all
applicable regulations. Any residual assets remaining after satisfaction of all benefit liabilities shall be
distributed in accordance with Section 12.05.
12.05 Overfunding. If the Employer has overfunded the Plan at the time it terminates the Plan,
the Trustee must return the amount by which the Employer has overfunded the Plan to the Employer,
except to the extent the Plan allocates surplus assets to the Participants pursuant to written procedures
(including any necessary Plan amendments) adopted by the Employer incident to the Plan's termination.
The Employer must state by written request to the Trustee the amount of the overfunding it wishes the
Trustee to return to it after satisfying all liabilities under the terminated Plan.
* * * * * * . . . * . * * . *
WSDB.PLN\006
12.1
ARTICLE XIII - EMPLOYER ADMINISTRATIVE PROVISIONS
13.01 Information to Committee. The Employer must supply current information to the
Retirement Committee as to the name, date of birth, date of employment, annual compensation, leaves of
absence, Years of Service and date of termination of employment of each Employee who is, or who will
be eligible to become, a Participant under the Plan, together with any other information which the
Retirement Committee considers necessary. The Employer's records as to the current information the
Employer furnishes to the Retirement Committee are conclusive as to all persons.
13.02 No liability. The Employer assumes no obligation or responsibility to any of its Employees,
Participants or Beneficiaries for any act of, or failure to act, on the part of its Retirement Committee
(unless the Employer is the Retirement Committee), the Trustee or the Plan Administrator (unless the
Employer is the Plan Administrator).
13.03 Indemnity of Plan Administrator and Committee. To the extent permitted under
applicable law, the Employer indemnifies and saves harmless the Plan Administrator, the members of the
Retirement Committee, and the Trustee, and each of them, from and against any and all loss resulting
from liability to which the Plan Administrator, the Retirement Committee, or the members of the
Retirement Committee and the Trustee may be subjected by reason of any act or conduct (except willful
misconduct or gross negligence) in their official capacities in the administration of this Trust or Plan or
both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide
such defense.
* * . * . * * * . * * . * * *
WSDB.PLN\006
13.1
ARTICLE XIV - PARTICIPANT ADMINISTRATIVE PROVISIONS
14.01 Beneficiary Designation. Any Participant may from time to time designate, in writing, any
person or persons, contingently or successively, to whom the Trustee will pay any applicable death
benefits under the Plan and the Participant may designate the form and method of payment. The
Retirement Committee will prescribe the form for the written de~ignation of Beneficiary and, upon the
Participant's filing the form with the Retirement Committee, the form effectively revokes all designations
filed prior to that date by the same Participant. In the absence of spousal consent (as required by Articles
IX and X) to the Participant's Beneficiary designation, any waiver of the qualified joint and survivor
annuity or of the preretirement survivor annuity is not valid.
14.02 No Beneficiary DesignationlDeath of Beneficiary. If a Participant fails to name a
Beneficiary in accordance with Section 14.01, or if the Beneficiary named by a Participant predeceases
him, then the Trustee will pay the death benefit in accordance with Article X in the following order of
priority to:
(a) The Participant's surviving spouse;
(b) The Participant's surviving children, including adopted children, in equal shares;
(c) The Participant's surviving parents, in equal shares; or
(d) The legal representative of the Participant's estate.
If the Beneficiary does not predecease the Participant, but dies prior to distribution of his share of
the Participant's entire death benefit, the Trustee will pay the remaining death benefit to the Beneficiary's
estate unless the Participant's Beneficiary designation provides otherwise. The Retirement Committee will
direct the Trustee as to the method and to whom the Trustee will make payment under this Section 14.02.
14.03 Personal Data to Committee. Each Participant and each Beneficiary of a deceased
Participant must furnish to the Retirement Committee such evidence, data or information as the Retirement
Committee considers necessary or desirable for the purpose of administering the Plan. The provisions of
this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant
will furnish promptly full, true and complete evidence, data and information when requested by the
Retirement Committee, provided the Retirement Committee advises each Participant of the effect of his
failure to comply with its request.
14.04 Address for Notification. Each Participant and each Beneficiary of a deceased Participant
must file with the Retirement Committee from time to time, in writing, his post office address and any
change of post office address. Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Retirement Committee, or as shown on the
records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.
14.05 Notice of Change in Terms. The Plan Administrator, within the time prescribed by
applicable law, must furnish all Participants and Beneficiaries a summary plan description and all other
information required by applicable law.
14.06 L~tigation Against the Trust. A court of competent jurisdiction may authorize any
appropriate equitable relief to enforce any provisions of applicable law or the terms of the Plan. A
fiduciary may receive reimbursement of expenses properly and actually incurred in the performance of
his duties with the Plan.
WSDB.PLN\006
14.1
14.07 Information Available. Any Participant in the Plan or any Beneficiary may examine copies
of the plan description, this Plan and Trust, or any other instrument under which the Plan was established
or is operated. The Plan Administrator will maintain all of the items listed in this Section 14.07 in his
office, or in such other place or places as he may designate from time to time, for examination during
reasonable business hours. Upon the written request of a Participant or Beneficiary the Plan Administrator
must furnish him with a copy of any item listed in this Section 14.07. The Plan Administrator may make
a reasonable charge to the requesting person for the copy so furnished.
14.08 Appeal Procedure for Denial of Benefits. A Participant or a Beneficiary ("Claimant") may
file with the Retirement Committee a written claim for benefits, if the Participant or Beneficiary
detennines the distribution procedures of the Plan have not provided him his proper Nonforfeitable
Accrued Benefit. The Retirement Committee must render a decision on the claim within 60 days of the
Claimant's written claim for benefits.
(A) Notice of Denial. The Plan Administrator must provide adequate notice in writing to any Participant
or to any Beneficiary ("Claimant") whose claim for benefits under the Plan the Retirement Committee has
denied. The Plan Administrator's notice of denial of benefits must identify the name of each member of
the Retirement Committee and the name and address of the Retirement Committee member to whom the
claimant may forward his appeal. The Plan Administrator's notice to the Claimant must also set forth:
(l) The specific reason for the denial;
(2) Specific references to pertinent Plan provisions on which the Retirement Committee based its
denial;
(3) A description of any additional material and information needed for the Claimant to perfect his
claim and an explanation of why the material or infonnation is needed; and
(4) That any appeal the Claimant wishes to make of the adverse determination must be in writing
to the Retirement Committee within 75 days after receipt of the Plan Administrator's notice of
denial of benefits. The Plan Administrator's notice must further advise the Claimant that his failure
to appeal the action to the Retirement Committee in writing within the 75-day period will render
the Retirement Committee's determination final, binding and conclusive.
(B) Appeal. If the 'Claimant should appeal to the Retirement Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his duly authorized
representative, feels are pertinent. The Claimant, or his duly authorized representative, may review
pertinent Plan documents. The Retirement Committee will re-examine all facts related to the appeal and
make a final determination as to whether the denial of benefits is justified under the circumstances. The
Retirement Committee must advise the Claimant of its decision within 60 days of the Claimant's written
request for review, unless special circumstances (such as a hearing) would make the rendering of a
decision within the 60-day limit unfeasible, but in no event may the Retirement Committee render a
decision respecting a denial for a claim for benefits later than 120 days after its receipt of a request for
review.
. . . . . . . . . . . . . . .
WSDB.PLN\006
14.2
ARTICLE XV - RETIREMENT COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCRUED BENEFITS
15.01 Members' Compensation, Expenses. The Employer must appoint an Retirement Committee
to administer the Plan, the members of which mayor may not be Participants in the Plan, or which may
be the Plan Administrator acting alone. In the absence of an Retirement Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Retirement Committee. The members
of the Retirement Committee will serve without compensation for services as such, but the Employer will
pay all expenses of the Retirement Committee, except to the extent the Trust properly pays the expenses,
pursuant to Article XVI.
15.02 Term. Each member of the Retirement Committee serves until the appointment of his
successor.
15.03 Powers. In case of a vacancy in the membership of the Retirement Committee, the remaining
members of the Retirement Committee may exercise any and all of the powers, authority, duties and
discretion conferred upon the Retirement Committee pending the filling of the vacancy.
15.04 General.
(A) Powers and duties. The Retirement Committee has the following powers and duties:
(1) To select a Secretary, who need not be a member of the Retirement Committee;
(2) To determine the rights of eligibility of an Employee to participate in the Plan, the value of
a Participant's Accrued Benefit and tRe Nonforfeitable percentage of each Participant's Accrued
Benefit;
(3) To adopt rules of procedure and regulations necessary for the proper and efficient
administration of the Plan provided the rules are not inconsistent with the terms of this Agreement;
(4) To construe arid enforce the terms of the Plan and the rules and regulations it adopts including
interpretation of the Plan documents and documents related to the Plan's operation and the
discretion to make factual determinations necessary to the proper administration of the Plan;
(5) To direct the Trustee as respects the crediting and distribution of the Trust;
(6) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under
the Plan;
(7) To furnish the Employer with information which the Employer may require for tax or other
purposes;
(8) To engage the service of agents whom it may deem advisable to assist it with the performance
of its duties;
(9) To engage the services of an Investment Manager or Managers, each of whom will have full
power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition
or disposition) of any Plan asset under its control;
(10) To establish and maintain a funding standard account and to make credits and charges to the
account to the extent required by and in accordance with the provisions of the applicable law.
WSDB.PLN\006
15.1
The Retirement Committee will exercise all of its powers, duties and discretion under the Plan in
a uniform and nondiscriminatory manner.
15.05 Funding Policy. The Retirement Committee will review, not less often than annually, all
pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to
determine the appropriate methods of carrying out the Plan's objectives. The Retirement Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager
the Plan's short-term and long-term financial needs so investment policy can be coordinated with Plan
financial requirements.
15.06 Manner of Action. The decision of a majority of the members appointed and qualified
controls.
15.07 Authorized Representative. The Retirement Committee may authorize anyone of its
members, or its Secretary, to sign on its behalf any notices, directions, applications, certificates, consents,
approvals, waivers, letters or other documents. The Retirement Committee must evidence this authority
by an instrument signed by all members and filed with the Trustee.
15.08 Interested Member. No member of the Retirement Committee may decide or determine
any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan,
except in exercising an election available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Retirement Committee.
15.09 Participant Records. The Retirement Committee will keep such records and will prepare
such reports concerning Participants' Accrued Benefits as applicable law and the Code require. Upon a
Participant's written request, the Retirement Committee will furnish, or will direct the Plan Administrator
to furnish, the Participant such information.
15.10 Unclaimed Accrued Benefit - Procedure. The Plan does not require either the Trustee or
the Retirement Committee to search for, or ascertain the whereabouts of, any Participant or Beneficiary.
At the time the Participant's or Beneficiary's benefit becomes distributable under the Plan, the Retirement
Committee, by certified or registered mail addressed to his last known address of record with the
Retirement Committee or the Employer, must notify any Participant, or Beneficiary, that he is entitled to
a distribution under this Plan. The notice must quote the provisions of this Section 15.10 and otherwise
must comply with the notice requirements of Article X. If the Participant, or Beneficiary, fails to claim
his distributive share or make his whereabouts known in writing to the Retirement Committee within 6
months from the date of mailing of the notice, the Retirement Committee will treat the Participant's or
Beneficiary's unclaimed payable Accrued Benefit as forfeited. The Employer will use the amounts
representing the forfeited Accrued Benefit to reduce its contribution for future Plan Years.
If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under this
Section 15.10 makes a claim, at any time, for his forfeited Accrued Benefit, the Retirement Committee
must restore the Participant's or Beneficiary's forfeited Accrued Benefit. The Retirement Committee must
direct the Trustee to distribute the Participant's or Beneficiary's restored Accrued Benefit as soon assadministratively practicable following restoration of the forfeited Accrued Benefit, subject to the consent
requirements of Article X.
* * * * * * * * * * * * * * *
WSDB.PLN\006
15.2
ARTICLE XVI - TRUSTEE, POWERS AND DUTIES
16.01 Acceptance. The Trustee accepts the Trust created under the Plan and agrees to perform the
obligations imposed.
16.02 Receipt of Contributions. The Trustee is accountable to the Employer for the funds
contributed to it by the Employer, but does not have any duty to see that the contributions received
comply with the provisions of the Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited according to the provisions of
the P'lan.
16.03 Investment Powers.
(A) Trustee Powers. The Trustee has full discretion and authority with regard to the investment of the
Trust Fund, except with respect to a Plan asset under the control or direction of a properly appointed
Investment Manager. The Trustee must coordinate its investment policy with Plan financial needs as
communicated to it by the Retirement Committee.
(1) Investment Powers. The Trustee is authorized and empowered, but not by way of limitation,
with the following powers, rights and duties:
(a) To invest any part or all of the Trust Fund in any common or preferred stocks, open-end
or closed-end mutual funds (including mutual funds for which the Trustee or its affiliate serves
as an investment advisor, sponsor, distributor, custodian, transfer agent, administrator, registrar
in any other capacity), put and call options traded on a national exchange, United States
retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper,
U.S. Treasury bills, u.S. Treasury notes and other direct or indirect obligations of the United
States Government or its agencies, improved or unimproved real estate situated in the United
States, limited partnerships, insurance contracts of any type, mortgages, notes or other property
of any kind, real or personal, to buy or sell options on common stock on a nationally
recognized exchange with or without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery of commodities, and to
make any other investments the Trustee deems appropriate, as a prudent man would do under
like circumstances with due regard for the purposes of this Plan. Any investment made or
retained by the Trustee in good faith is proper but must be of a kind constituting a
diversification considered by law suitable for trust investments.
(b) To retain in cash so much of the Trust Fund as it may deem advisable to satisfy
liquidity needs of the Plan and to deposit any cash held in the Trust Fund in a bank account
at reasonable interest.
(c) To invest, if the Trustee is a bank or similar financial institution supervised by the
United States or by a State, in any type of deposit of the Trustee (or of a bank related to the
Trustee within the meaning of Code ~4l4(b)) at a reasonable rate of interest or in a common
trust fund, as described in Code ~584, or collective investment fund, the provisions of which
govern the investment of such assets and which the Plan incorporates by this reference which
the Trustee (or its affiliate, as defined in Code ~1504) maintains exclusively for 'the collective
investment of money contributed by the bank (or the affiliate) in its capacity as trustee and
which conforms to the rules of the Comptroller of the Currency.
WSDB.PLN\OO6
16.1
WSDB.PLN\006
(d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer,
abandon, improve, repair, insure, lease for any term even though commencing in the future or
extending beyond the term of the Trust, and otherwise deal with all property, real or personal,
in such manner, for such considerations and on such terms and conditions as the Trustee
decides.
(e) To credit and distribute the Trust as directed by the Retirement Committee. The Trustee
is not obliged to inquire as to whether any payee or distributee is entitled to any payment or
whether the distribution is proper or within the terms of the Plan, or as to the manner of
making any payment or distribution. The Trustee is accountable only to the Retirement
Committee for any payment or distribution made by it in good faith on the order or direction
of the Retirement Committee.
(f) To borrow money, to assume indebtedness, extend mortgages and encumber by
mortgage or pledge.
(g) To compromise, contest, arbitrate or abandon claims and demands, in its discretion.
(h) To have with resPect to the Trust all of the rights of an individual owner, including the
power to give proxies, to. participate in any voting trusts, mergers, consolidations or
liquidations, and to exercise or sell stock subscriptions or conversion rights.
(i) To lease for oil, gas and other mineral purposes and to create mineral severances by
grant or reservation; to pool or unitize interests in oil, gas and other minerals; and to enter into
operating agreements and to execute division and transfer orders.
U) To hold any securities or other property in the name of the Trustee or its nominee, with
depositories or agent depositories or in another form as it may deem best, with or without
disclosing the trust relationship.
(k) To perform any and all other acts in its judgment necessary or appropriate for the proper
and advantageous management, investment and distribution of the Trust.
(I) To retain any funds or property subject to any dispute without liability for the payment
of interest, and to decline to make payment or delivery of the funds or property until final
adjudication is made by a court of competent jurisdiction.
(m) To file all tax returns required of the Trustee.
(n) To furnish to the Employer, the Plan Administrator and the Retirement Committee an
annual statement of account showing the condition of the Trust Fund and all investments,
receipts, disbursements and other transactions effected by the Trustee during the Plan Year
covered by the statement and also stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons, including the Employer, the Plan
Administrator and the Retirement Committee, except as to any act or transaction concerning
which the Employer, the Plan Administrator or the Retirement Committee files with the Trustee
written exceptions or objections within 90 days after the receipt of the accounts or for which
applicable law authorizes a longer period within which to object.
16.2
(0) To begin, maintain or defend any litigation necessary in connection with the
administration of the Plan, except that the Trustee is not obliged or required to do so unless
indemnified to its satisfaction.
(B) Participant Loans. This Plan does not pennit loans to Participants or to Beneficiaries.
16.04 Records and Statements. The records of the Trustee pertaining to the Plan must be open
to the inspection of the Plan Administrator, the Retirement Committee and the Employer at all reasonable
times and may be audited from time to time by any person or persons as the Employer, Plan Administrator
or Retirement Committee may specify in writing. The Trustee must furnish the Plan Administrator or
Retirement Committee with whatever information relating to the Trust Fund the Plan Administrator or
Retirement Committee considers necessary.
16.05 Fees and Expenses From Fund. The Trustee will receive reasonable annual compensation
as may be agreed upon from time to time between the Employer and the Trustee. No person who is
receiving full pay from the Employer may receive compensation for services as Trustee. The Trustee will
pay from the Trust Fund all fees and expenses reasonably incurred by the Plan, to the extent such fees
and expenses are for the ordinary and necessary administration and operation of the Plan, unless the
Employer pays the fees and expenses. Any fee or expense paid, directly or indirectly, by the Employer
is not an'Employer contribution to the Plan, provided the fee or expense relates to the ordinary and
necessary administration of the Fund.
16.06 Parties to Litigation. Except as. otherwise provided by applicable law, no Participant, or
Beneficiary is a necessary party or is required to receive notice of process in any court proceeding
involving the Plan, the Trust Fund or any fiduciary of the Plan. Any final judgment entered in any
proceeding will be conclusive upon the Employer, the Plan Administrator, the Retirement Committee, the
Trustee, Participants and Beneficiaries.
16.07 Professional Agents. The Trustee may employ and pay from the Trust Fund reasonable
compensation to agents, attorneys; accountants and other persons to advise the Trustee as in its opinion
may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected
by it any non-Trustee power or duty vested in it by the Plan, and the Trustee may act or refrain from
acting on the advice or opinion of any agent, attorney, accountant or other person so selected.
16.08 Distribution Directions. The Trustee may make distribution under the Plan in cash or
property, or partly in each, at its fair market value as detennined by the Trustee. For purposes of a
distribution to a Participant or to a Participant's designated Beneficiary or surviving spouse, "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the requirements of this Plan.
If no one claims a payment or distribution made from the Trust, the Trustee must promptly notify the
Retirement Committee and then dispose of the payment in accordance with the subsequent direction of
the Retirement Committee.
16.09 Third PartylMultiple Trustees. No person dealing with the Trustee is obligated to see to
the proper application of any money paid or property delivered to the Trustee, or to inquire whether the
Trustee has acted pursuant to any of the terms of the Plan. Each person dealing with the Trustee may act
upon any notice, request or representation in writing by the Trustee, or by the Trustee's duly authorized
agent, and is not liable to any person in so acting. The certificate of the Trustee that it is acting in
accordance with the Plan will be conclusive in favor of any person relying on the certificate. If more than
two persons act as Trustee, a decision of the majority of such persons controls with respect to any decision
WSDB.PLNl006
163
regarding the administration or investment of the Trust Fund or any portion of the Trust Fund with respect
to which such persons act as Trustee. However, the signature of only one Trustee is necessary to effect
any transaction on behalf of the Trust.
16.10 Resignation. The Trustee may resign its position at any time by giving 30 days written
notice in advance to the Employer and to the Retirement Committee. If the Employer fails to appoint a
successor Trustee within 60 days of its receipt of the Trustee's written notice of resignation, the Trustee
will treat the Employer as having appointed itself as Trustee and as having filed its acceptance of
appointment with the former Trustee.
16.11 Removal. The Employer, by giving 30 days written notice in advance to the Trustee, may
remove any Trustee. In the event of the resignation or removal of a Trustee, the Employer must appoint
a successor Trustee if it intends to continue the Plan. If two or more persons hold the position of Trustee,
in the event of the removal of one such person, during any period the selection of a replacement is
pending, or during any period such person is unable to serve for any reason, the remaining person or
persons will act as the Trustee.
16.12 Interim Duties and Successor Trustee. Each successor Trustee succeeds to the title to the
Trust vested in his predecessor by accepting in writing his appointment as successor Trustee and by filing
the acceptance with the former Trustee and the Retirement Committee without the signing or filing of any
further statement. The resigning or removed Trustee, upon receipt of acceptance in writing of the Trust
by the successor Trustee, must execute all documents and do all acts necessary to vest the title of record
in any successor Trustee. Each successor Trustee has and enjoys all of the powers, both discretionary and
ministerial, conferred under this Agreement upon his predecessor. A successor Trustee is not personally
liable for any act or failure to act of any predecessor Trustee, except as required under applicable law.
With the approval of the Employer and the Retirement Committee, a successor Trustee, with respect to
the Plan, may accept the account rendered and the property delivered to it by a predecessor Trustee
without incurring any liability or responsibility for so doing.
16.13 Valuation of Trust. The Trustee must value the Trust Fund as of each Accounting Date to
determine the fair market value of the assets in the Trust. The Trustee also must value the Trust Fund on
such other dates as directed in writing by the Retirement Committee.
16.14 Limitation on Liability - H Investment Manager or Independent Fiduciary Appointed.
The Trustee is not liable for the acts or omissions of any Investment Manager the Retirement Committee
may appoint, nor is the Trustee under any obligation to invest or otherwise manage any asset of the Plan
which is subject to the management of a properly appointed Investment Manager. In addition, any
Investment Manager appointed by the Retirement Committee shall have the sole responsibility for voting
proxies for those assets of the Plan that it manages. The Retirement Committee, the Trustee and any
properly appointed Investment Manager may execute a letter agreement as a part of this Plan delineating
the duties, responsibilities and liabilities of the Investment Manager with respect to any part of the Trust
Fund under the control of the Investment Manager.
16.15 Investment in Group Trust Fund I Combined Trust. At the Employer's discretion, the
Trustee, for collective investment purposes, may combine into one trust fund the Trust created under this
Plan with the Trust created under any other qualified retirement plan the Employer maintains. However,
the Trustee must maintain separate records of account for the assets of each Trust in order to reflect
properly each Participant's Accrued Benefit under the plan(s) in which he is a Participant.
* * * * * * * * * * * * * * *
WSDB.PLN\006
16.4
ARTICLE XVII - INVESTMENT IN INSURANCE OR ANNUITY CONTRACTS
17.01 Purchase of Life Insurance and Annuity Contracts. The Plan does not provide incidental
life insurance benefits for Participants.
* * * * * * * * * * * * * * *
WSDB.PLN\006
17.1
ARTICLE xvm - MISCELLANEOUS
18.01 Evidence. Anyone required to give evidence under the terms of the Plan may do so by
certificate, affidavit, document or. other information which the person to act in reliance may consider
pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties.
Both the Retirement Committee and the Trustee are fully protected in acting and relying upon any
evidence described under the immediately preceding sentence. '
18.02 No Responsibility for Employer Action. Neither the Trustee nor the Retirement Committee
has any obligation or responsibility with respect to any action required by the Plan to be taken by the
Employer, any Participant or eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit contemplated under this Plan.
Furthermore, the Plan does not require the Trustee or the Retirement Committee to collect any contribution
required under the Plan, or to determine the correctness of the amount of any Employer contribution.
Neither the Trustee nor the Retirement Committee need inquire into or be responsible for any action or
failure to act on ,the part of the others, or on the part of any other person who has any responsibility
regarding the management, administration or operation of the Plan, whether by the express terms of the
Plan or by a separate agreement authorized by the Plan or by the provisions of applicable law.
18.03 Fiduciaries Not Insurers. The Trustee, the Retirement Committee, the Plan Administrator
and the Employer do not guarantee, to any extent, the Trust Fund from loss or depreciation. The Employer
does not guarantee the payment of any money which may be or becomes due to any person from the Trust
Fund. The liability of the Retirement Committee and the Trustee to make any payment from the Trust
Fund at any time and all times is limited to the then available assets of the Trust.
18.04 Waiver of Notice. Any person entitled to notice under the Plan may waive the notice, unless
applicable law specifically or impliedly prohibits such a waiver.
18.05 Successors. The Plan is binding upon all persons entitled to benefits under the Plan, their
respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the
Trustee, the Retirement Committee, the Plan Administrator and their successors.
18.06 Word Usage. Words used in the masculine also apply to the feminine where applicable, and
wherever the context of the Employer's Plan dictates, the plural includes the singular and the singular
includes the plural.
18.07 State Law. Florida law will determine all questions arising with respect to the provisions
of this Agreement.
18.08 Employment Not Guaranteed. Nothing contained in this Plan, or with respect to the
establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of
any Account, or the payment of any benefit, gives any Employee, Employee-Participant or any Beneficiary
any right to continue employment, any legal or equitable right against the Employer, or Employee of the
Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except
as expressly provided by the Plan, the Trust, by a separate agreement or by applicable law.
* * * * * * * * * * * * * * *
WSDB.PLNl006
18.1
ARTICLE XIX - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
19.01 Exclusive Benefit. Except as provided under Article III and Article XII, the Employer has
no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or
be repaid to an Employer, either directly or indirectly; nor prior to the satisfaction of all liabilities with
respect to the Participants and their Beneficiaries under the Plan, may any part of the corpus or income
of the Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than
the exclusive benefit of the Participants or their Beneficiaries. However, if the Commissioner of Internal
Revenue, upon the Employer's request for initial approval of this Plan, detennines that the Trust created
under the Plan is not a qualified trust exempt from Federal income tax, then (and only then) the Trustee,
upon written notice from the Employer, will return the Employer's contributions (and increment
attributable to the contributions) to the Employer. The Trustee must make the return of the Employer
contribution under this Section 19.01 within one year of a final disposition of the Employer's request for
initial approval of the Plan. The Employer's Plan and Trust will terminate upon the Trustee's return of
the Employer's contributions.
19.02 Amendment By Employer.
(A) Amendment of Plan. The Employer has the right at any time and from time to time:
(1) To amend this Agreement in any manner it deems necessary or advisable in order to qualify
(or maintain qualification of) this Plan and the Trust created under it under the provisions of the
Code 940l(a); and
(2) To amend this Agreement in any other manner.
No amendment may authorize or permit any of the Trust Fund (other than the part which is required
to pay administration expenses) to be used for or diverted to purposes other than for the exclusive benefit
of the Participants or their Beneficiaries or estates. No amendment may cause or permit any portion of
the Trust Fund to revert to or become the property of the Employer. The Employer also may not make
any amendment which affects the rights, duties or responsibilities of the Trustee, the Plan Administrator
or the Retirement Committee without the written consent of the affected Trustee, the Plan Administrator
or the affected member of the Retirement Committee. The Employer must make all amendments in
writing. Each amendment must state the date to which it is either retroactively or prospectively effective.
. 19.03 Discontinuance. The Employer has the right, at any time, to suspend or discontinue its
contributions under the Plan, and to terminate, at any time, this Plan and the Trust created under this
Agreement. The Plan will terminate upon the first to occur of the following:
(a) The date terminated by action of the Employer; or
(b) The dissolution or merger of the Employer, unless the successor makes provision to continue
the Plan, in which event the successor must substitute itself as the Employer under this Plan. Any
termination of the Plan resulting from this paragraph (b) is not effective until compliance with any
applicable notice requirements.
19.04 Full Vesting on Termination. Upon either full or partial termination of the Plan, an affected
Participant's right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable
percentage which otherwise would apply under Article VIII.
WSDB.PLNl006
19.1
19.05 Termination.
(A) Procedure. Upon termination of the Plan, in order to liquidate the Trust, the Retirement
Committee shall either direct the Trustee to:
(a) distribute the present value of the Nonforfeitable Accrued Benefit of each Participant in one
lump sum; or
(b) distribute the Nonforfeitable Accrued Benefit of the Participants by purchasing a deferred
annuity contract for each Participant; or
(c) directly transfer the present value of the Nonforfeitable Accrued Benefit of each Participant to
another retirement plan described in Code ~401(a); or
(d) utilize any combination of the methods referenced in clauses (a), (b) or (c) above, as
determined in the sole discretion of the Retirement Committee.
The Retirement Committee, shall by resolution, specify the method of liquidating the Trust upon
termination of the Plan. The Trust will continue until the Trustee in accordance with the direction of the
Retirement Committee has distributed all of the benefits under the Plan.
(B) Freezing Plan/Mergers or Transfers. A resolution or amendment to freeze all future benefit
accrual but otherwise to continue maintenance of this Plan, is not a tennination for purposes of this
Section 19.05. Furthermore, a merger or direct transfer described in Section 11.05 of the Plan is not a
termin.ation for purposes of the special distribution provisions described in Section 19.05(A).
WSDB.PLN\006
19.2
ARTICLE A
APPENDIX TO PLAN AND TRUST AGREEMENT
USERRA Model Amendment
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with Code 9414(u).
WSDB.PLN\006
19.3
IN WITNESS WHEREOF, the Employer and the Trustee have executed this Plan and Trust in
Winter Springs, Florida this
day of
, 1998.
EMPLOYER:
CITY OF WINTER SPRINGS
By:
Print
Print
Its
Print
TRUSTEE:
BOARD OF TRUSTEES OF THE
CITY OF WINTER SPRINGS
By:
Print
Print
Its
Print
WSDB.PLN\006
19.4
DEFINED BENEFIT PLAN AND. TRUST
FOR.
EMPLOYEES OF THE
CITY OF WINTER SPRINGS
Prepared by :
Richard E. Burket Esq.
David L. Schickt Esq.
J. Scott Simst Esq.
Gray, Harris & Robinson, P.A.
201 E. Pine Street, Suite 1200
Post Office Box 3068
. Orlando, Florida 32802-3068
(407) 843-8880 Fax (407) 244-5690
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS ................,..........,.......,....,...... 1.1
1.01 "Plan" . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . 1.1
1.02 "Employer" . . . , . . . . . . . . . . . . , . . . . . . . . . . , . . . . . . ~ . . . . . . . . . . . . . . . 1.1
1.03 "Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.04 "Plan Administrator" . . . . . , . . . . . , . . . . . , . . . . . . . . . . .. . . . , . . . . . , . . . 1.1
1.05 "Retirement Committee" . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . , . . . . , , . . 1.1
1.06 "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.07 [Reserved] . . . . . . . , , . . . . . . . . . . . . . . . . , , . . . . . . . , . . . . . . . . . , . , . . . 1.1
1.08 "Participant" ..,....................,...,...........'......,.., 1.1
1.09 "Beneficiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1
1.10 Compensation Definitions . . . . . . . . . . . . . . , . , . . . . , , . . . . . ,. . . . . . . . . . . .1.2
1.11 "Accrued Benefit" .............,...',......,.................... 1,3
1.12 Actuarial Definitions and Related Rules. . . . . . . . . . . , . . . . . . . . . . . . . . , . . . , 1.3
1.13 "Plan Entry Date" . . . , , . . . . . . . . . . . . . , . , . . . . . . . . . , . . . , . . . , . . . . . . 1.3
1.14 "Plan Year" . . ',' . . , . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . . . 1.3
1.15 "Effective Date" . . . . . , . , . . , . . . . . . . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.16 "Nonforfeitable" . . . . . , . , . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . 1.3
1.17 "Accounting Date" . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , 1,3
1.18 "Trust" . , . . . . . . . . . , . . . . . . , , . . . . . . . . . . . . . , . . , . . . . . . . . . . . . . . . . 1.3
1.19 "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . , . . . . . . . . . . . , . . . . . .. 1.4
1.20 "Nontransferable Annuity" . . , . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . , , . . . , 1.4
1.21 [Reserved] . . . . . . . . . . . . . . . . . , . . . . . . , . . , . . , . . . . . . . . . . . . . . . . . . , 1.4
1.22 "Code" , . . . . , . . , . . . . . . , . . . . . . , . . . . . . . . . . . . . . . , . . , , . . . . . . . . . . 1.4
1.23 "Service" . . . . .'. . . . . . . . . . . . . . . . .'. . . . . . , . . . . . . . . . . . . . . . . . . . . . . 1.4
1.24 Definitions and Special Rules Relating to Hours of Service . . . . , . . . . . . . . , . . . 1.4
1.25 "Disability" . . . . , , . . , . . . . . . . . . . . . . . . . . . . , . . . . . , , . . , , , . . , . . . . . . 1.5
ARTICLE II - EMPLOYEE PARTICIPANTS. . . . . . . . . . , , . . . . . , . . . . . . . . . . . . . . . . . 2,1
2.01 Eligibility . . . . . . . . . , . . . . , . . . . . . . . . . . . . . . . . . . , . . . . . . , . . . . . . . . . 2.1
2.02 Break in Service - Eligibility . . . . . . . . . . . . . . . . . , . . . . . . . , . . . , . . . . . . . . 2,1
2.03 Participation upon Re-emp10yment . . . . . . . . , . . . . . . , , . . . . . . . . . . . . , . . . . 2.1
ARTICLE ITI - EMPLOYER CONTRIBUTIONS, . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . .' 3.1
3,01 Amount .,..,...,..,....................,................." 3.1
3,02 Detennination of Contribution. . . . . . . . . . . . . , . . . . . .. . , . . . . . . . , . . . . . . 3.1
3.03 Time of Payment of Contribution . . . . . . . . . . . . . , . . . . . . . . . . , . . . . , . . . . 3.1
3,04 Nonvested Accrued Benefit. : . . . . . . . . . . , . , . . . , , , . . . . . . . . . . . . . . . . . , 3.1
3.05 Limitation on Annual Benefit ,.............".,.".,.............. 3.1
3.06 Definitions - Article III , . , . . . . . . . . . . . . , . . . , . , . . . . . . . . . . . . . . . . . . . 3.2
3,07 Overall Limitations, . . . . . . . . . . . . . . , . , , . , . . . , , . , . . . .'. . . . . , . . . . . . 3.5
ARTICLE IV - PARTICIPANT CONTRIBUTIONS. . . . . .. . . . . . . . . . . . . . . , . . . . . . . . . 4.1
4,01 Participant Contributions , . . . , . . . . . . . . , , . , . . .. . , , , , . . . . , , , . . , , . . . . , 4.1
4.02 Participant Rollover Contributions . . . . . . . . , , . . . , . . , . , , . . . , , . . , . . . . . , 4.1
ARTICLE V - NORMAL RETIREMENT BENEFIT ,.....,.....".........,...... 5.1
5,01 Nonna1 Retirement Age/Nonnal Retirement Date. . . , , . . . . . . . . , . . . . . , , , , . 5.1
5.02 Amount of Normal Retirement Pension/Accrued Benefit . , . , . . . , , , . . , . . . . . , 5.1
5.03 Normal Form of Benefit , . . . . . . . . . . . . . , , . . . . . . . , . . , . . . , . . . . . . . . . , 5,3
5.04 Late Retirement. . . . , . . . . , . . , . , . . . . , , . . , . , . , , . . , . " . . , , . , . . . . . . 5.3
WSDB.PLN\OO6 1
ARTICLE VI - EARLY RETIREMENT PENSION .......,........,.,.......,..., 6.1
6.01 Eligibility for Early Retirement Pension ................... . . . . . . . . . . . 6.1
6,02 Payment of Early Retirement Pension, .,..................,...,....., 6.1
ARTICLE VII - DISABILITY PENSION . . . . . , . . . .". . , . . . . . . . . . . . . . , . . . . . , . . . . . . 7.1
7.01 Disability Pension ... ~ . . . . . . . . . . . . . , . . , , . . . . . . . . .. . . , . ~ . , . . . . . . 7.1
ARTICLE VIII - DEFERRED VESTED PENSION - DEATH BENEFIT. , . , . . . . . , . . . . , . 8.1
8.01 Deferred Vested Pension . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . , . , . . . . 8.1
8,02 Amount of Deferred Vested Pension . . . . . , .'. . . . , . . . . . . . . . . . . . . , . . . . . 8.1
8.03 Payment of Deferred Vested Pension .,.................'............. 8.1
8.04 Pre-Retirerrient Death Benefit .,.,..........................,...... 8.1
8.05 Vesting Schedule. .. . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . " , . . . . . . 8.1
8.06 Year of Service - Vesting .. . . . . . . . . . , , . . . . . . . . . . . . . . , . . . . . , . . , . . . 8.2
8.07 Break in Service - Vesting .................'.........:........... 8.2
8.08 Included Years of SerVice - Vesting . . . . . . . . . . . . . . . . . . . . . . . . .. . . , . . , . 8.2
8.09 Disregard of Accrued Benefit ..............................,...... 8.3
ARTICLE IX - PRERETIREMENT SURVIVOR ANNUITY. . . . . . . ',' . . . . . . . . , . . . . . .9.1
9.01 Preretirement Survivor Annuity - Eligibility ........................... 9.1
9.02 Waiver Election - Preretirement Survivor Annuity. . . . . . . . . . , . . . . . . . . , . . . 9.1
9.03 Reduction of Pension Benefits. . .. . . . . . . . . . . . . . , . , . . . . . . . . . . . . . . . . . 9.2
ARTICLE X - PAYMENT OF ACCRUED BENEFIT - OPTIONAL FORMS OF
PAYMENT. . . , . . . . . . . . . . . . . , . . . . . . . . . . , . . . . . . . . . . . , . . . . . . , . . . . . . 10.1
10.01 Form of Benefit. . . . .'. . . . . . . . . . . . . . . , . . . . , , . . , . . . . . . . . . . , . . . . . 10; 1
10,02 Qualified Joint and Survivor Annuity , . . . . . . . . . . . . . . . . . . . . , . . . , . , .. . 10.2
10.03 Commencement of Benefits. ,....,....................."..."... 1 0.2
10,04 Waiver Election -: Qualified Joint and Survivor Annuity . . . . . . . . . . , . , . . . . . 10.3
10.05 Optional Forms of Distribution ...."..........,......,.....,...,. 10.4
10.06 Mandatory Distributions . . . . . . . . . , . . . , . . . . . . . . . . : . . . . . . . . . . , . . . . 10.4
10.07 Distributions Under Domestic Relations Orders .,...................... 10.8
ARTICLE XI - MISCELLANEOUS PROVISIONS AFFECTING THE PAYMENT OF
BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . , 11.1
11 :01 General . . . . . . . '. . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . . . . . . , 11.1
11.02 Nonduplication of Benefits . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . , . . . . . . 11.1
11.03 [Reserved] .......:..........,.............. " . . . . . . . . . . . . . . . 11.1
11.04 No Disregard of Service , . . . . . . " . . . . . . . . . .. . . . . . . . , . . . . . . . . . . . . . 11.1
11.05 MergerlDirect Transfers ......,.",.,.......,.....,.,........... 11.1
ARTICLE XII - OTHER PROVISIONS AFFECTING BENEFITS. ; . , . . . . . , , . . , , . . . . 12.1
12.01 Assignment or Alienation ......,."........,.,..,....,......"... 12.1
12:02 [Reserved] , . '. . . , '.:. . . . . . . . . . , . . . . . . . . . . , . , . . . . . . , . . . . . , . . . . . 12.1
12.03 [Reserved] . , . . . . . . . , . . , . . . . . . . . , . . . . , , .. . . . . , . . . . . . . . . . , . . . . 12.1
, .
12.04 Distribution Upon Termination of Trust .."....".";..,,,.......,.. 12.1
12.05 Overfunding. . . . . . . .'. '_ ' . . .; '. . . , . .' . . . . . . . , . . . . .. , " ' . . . . . . . . , , . 12,1
ARTICLE XIII - EMPLOYER ADMINISTRATIVE PROVISIONS . . . . . , . . , . . . . . . . , . 13.1
13.01 Information to Committee ... , , . . , , . . . . . . , , . , . . . . . . . . . , . . . . . , , , . . . 13.1
13.02 No Liability , , . . . , , . .' , ,'. .', . .. . . , , , . . . . . , . . . . . . . . , . . . . . . . . . . , 13.1
13.03 Indemnity of Plan Administrator and Committee , . , . , , . . . . . . . . , . . . , , , . , 13.1
WSDB.PLN\OO6 11
ARTICLE XIV - PARTICIPANT ADMINISTRATIVE PROVISIONS ,. , , . , , . . , . . . . . . . 14.1
14.01 Beneficiary Designation .".....,.....;......................... 14.1
14.02 No Beneficiary DesignationlDeath of Beneficiary, ..,...,....,..,....... 14.1
14.03 Personal Data to Committee ......".............,.,.........,.... 14.1
14.04 Address for Notification , . . . . . . , . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . 14.1
14.0S Notice of Change in Terms . , . . , . . . . . . . . . . . . . . . . . . . . . . . . . . . , , . . . . 14.1
14.06 Litigation Against the Trust, . . , . . , . . . , . . . , . . . . . , . . . . . . , . , . . . . . . . . 14.1
14.07 Information Available . . , . . . . . . , . . , . . . . . .'. . . . . . . . , . . . . . , . . . . . . . 14.2
14,08 Appeal Procedure for Denial of Benefits . . . . . . . . . . . . . . . . . . , . , , . . . , . . . 14.2
ARTICLE XV - RETIREMENT COMMITTEE - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCRUED BENEFITS ............................,.. lS.1
IS,Ol Members' Compensation, Expenses ................................ IS.l
lS.02 Term ..,...................".............,...........,. '. . ,lS.l
IS,03 Powers . . . . . . , . . . . . . . . , . . . , . . . . . . . . . . . . . . . . . . , . , . . . . . . . . . . . lS.l
IS.04 General . . . . . . . , . , . . . . . . , . . . . . . . , , . . . . . . . . . . . . . . . . . . . . . . . . . lS.l
IS.0S Funding Policy ......,...........,..........,..........".... lS.2
IS,06 Manner of Action . . . .. '. . . . . . . . . . .'. . . . . . . . . . . . . . . . . . . . . . . . . . . . lS.2
lS.07 Authorized Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . lS,2
IS.08 Interested Member . . . . , , . . . . . . . . . . , . . . . . . . . . . . . , " .. . . . , . . . . . . . lS.2
lS.09 Participant Records . . . . . . . . . . , . , . . . . . . . . . . . . , , . . . . . . . . . . , . . . . . lS.2
lS.lO Unclaimed Accru,ed Benefit - Procedure . , . . . . . . , . . . . . : . . . , . . . . . . . . . . IS.2
ARTICLE XVI - TRUSTEE, POWERS AND DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.1
16.01 Acceptance ....... , . , . . . . ~ . . . . , . . . . . . . . . . . . , . . , . , . . . . . . . . . . . 16.1
16,02 Receipt of Contributions . ,'. . . . . . . . . . . . . . , , , . . . . . . . , . . . . . . . . . . . . , 16.1
16.03 Investment Powers . . . . . . . . . .. . . . . , . . . . . . . . . . . . , . . . . . . . . . . , . , . . . 16.1
16.04 Records and Statements . . . , . . . . . . , . . , . . . . . , . . . . . . . . . . . . . . , . . . . . 16.3
l6,OS Fees and Expenses From Fund. . . . . . . . . . . . . . . . . . , . . . . , . . . . , . , . . . , . 16,3
16.06 Parties to Litigation .....,...........,...,.......,............, 16.3
16,07 Professional Agents ...,.,....".,......,.....,..........,..... 16.3
16.08 Distribution Directions . , . . . . ',' . . . . . . , . . . . . . , . , . . . , . . , . . . . , . , . . . 16.3
16,09 Third Party/Multiple Trustees ...". " , . . . . . . . . . . . . . , . . . . . . . . , . , . . . 16.3
'16.10 Resignation . . . . . . . . . . . . . . . , . . . . . . . . . . . : . . . . . . . . . . . . . , . . . . . . . 16.4
16.11 Removal . . . . . . . . . . . .. . . . . . . . . '. . .' . . . . . . . . . . . , . . . . , . . . . . . . . . . . 16,4
16.12 Interim Duties and Successor Trustee . . . . . . . . . . . . : .. ~ . . . . , , . . . . . . , . . . 16.4
16,13 Valuation of Trust. . . . . . . . . . . . . , . , , . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.4
16.14 Limitation on Liability - If Investment Manager, Ancillary Trustee or Independent
Fiduciary Appointed.. . ... . . . . . . . . . . . .. . . . . . . . . . . , , . . .. . . . . . . . . . 16.4
16.lS Investment in Group Trust Fund / Combined Trust . . . , . . . . . , . . . . . , , . . . , 16.4
ARTICLEXVII-INVESTMENTIN,INSURANCEORANNuITYCONTRACTS .......17.1
17,01 Purchase of Life Insurance and Annuity Contracts . ., , . . . .. . . . . . . . , . . . . , 17.1
ARTICLE XVIII - MISCELLANEOUS , . . . . . , . . . . . . . . , , . . . . .. . . . , , , , . . . . . . . . . 18.1
18,01 Evidence . . . . . . , . . . . . . . . . , , , , . . . . , . . . , . . . . . , . . . . , . . . , . . . . . . . 18.1
18.02 No Responsibility for Employer Action , , , . '. . . . , . . , . . . . . . . . . , , . . , . . . 18.1
18.03 Fiduciaries Not Insurers ................,..........,...",...... 18.1
18.04 Waiver of Notice , . , . . . . . . . , , , , . . . . . , , . . . . . . , , . . . '. . , . . . . . . . . . . 18.1
l8.0S Successors . , , , . . , . , . . . , , . . . . . , , , . . . , , , . , . . , , . . . . . . . . , . . . . . . 18.1
18,06 Word Usage...",..",..........,."....,.................. 18.1
18.07 State Law . . , , , . , . . , . . . , , , , . . . , , , . . . . . . , , . . , . . . , . , . . . . , . . . . . 18.1
18,08 Employment Not Guaranteed, . . . . ; . . . , . . . , , . . . . . . , . . . . . , . , . . . . . , . 18.1
WSDB.PLN\OO6 III
ARTICLE XIX - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION. . .. . , . . .. . 19.1
19.01 Exclusive Benefit . . . . . . . . . . . . . , . . , . . . . . . , . . . . . . . . . . . . . . . . . . . . . 19.1
19.02 Amendment By Employer. . . . . , , . . . . . . . . , . . . , . . . . . . . . , . . . . . .. . . . 19.1
19.03 Discontinuance ,..........."..............,.........,.,..... 19.1
19.04 Full Vesting on Termination .....,.".."................" , . . . . . 19.1
19.05 Termination . . . . , , . . . . , . , . . . . . . . . . . . , . . . . . . , . . . . , . . . . . . . . . . . 19.2
Article A - Appendix to Plan and Trust Agreement. . . , . . . . . . . . . . . . . . . . . , . . . . . 19.3
Execution Page . . , . . . . , , . . . . . . . . . . , . . . , . . . . , . . . . . . , . . . . . . . . . . . . . . . . 19.4
WSDB.PLN\OO6 IV
Defined Benefit Plan and Trust
for,Employees of the
City' of Winter Springs
The City of Winter, Springs, l.! municipality incorporated under the laws of the State of Florida,
makes this Agreement with the Board of Trustees of the City of Winter Springs, as Trustee.
WITNESSETH:
The City of Winter Springs establishes, within this Trust Agreement, a Plan for the administration
and distributi<;m of contributions made.by the E!l1p10yer for the purpose of providing retirement benefits
for eligible Employees. The provisions of this Plan apply solely to an Employee whose employment with
the Employer terminates on or after the.Effective Date of the Plan, If an Employee's employment with
the Employer terminates prior to the Effective Date, that Employee is not entitled to any benefit under
the Plan.
Now, therefore, in' consideration of their mutual covenants, the Employer and the Trustee agree
as follows:
ARTICLE I - DEFINITIONS
1.01 "Plan" means the retirement plan established by the Employer 'in the form of this
Agreement, designated as the Defined Benefit Plan and Trust for Employees of the City of Winter
Springs.
1.02 "Employer" means the City of Winter Springs.
1.03 "Trustee" means the Board' of Trustees of the City of Winter Springs, or any successor
in office who in writing accepts the position of Trustee.
1.04 "Plan Administrator" is the Employer unless the Employer designates another person
to hold the position of Plan Administrator. In addition to his other duties, the Plan Administrator has full
responsibility for compliance with any reporting and disclosure rules applicable to the Plan.
1.05 "Retirement Committee" means the Board of Trustees of the' City of Winter Springs,
or any successor who in writing accepts the position of the Retirement Committee.
1.06 "Employee" means any employee of the Employer.
1.07 [Reserved]
1.08 "Participant" is an Employee', who is eligible to be and becomes a Participant in
accordance with the provisions of Sectio~ 2.01.. .
.
1.09 "Beneficiary" is a person designated by a Participant or by the Plan who is or may
become entitled to a benefit under the ~lan. A Beneficiary who becomes entitled to a benefit under the
Plan remains a Beneficiary under the Plan ,until. the Trustee has fully distributed his benefit to him. A,
WSDB.PLN\OO6 1.1
Beneficiary's right to (and the Plan Administrator's, the Retirement Committee's or a Trustee's duty to
provide to the Beneficiary) infonnation or data concerning the Plan does not arise until he first becomes
entitled to receive a benefit under the Plan.
1.10 Compensation Definitions. Any reference in this Plan to Compensation is a reference to
the definition in this Section 1,10, unless the Plan reference specifies a modification to this definition. The
Retirement Committee will take into account only Compensation actually paid for the relevant period.
(A) Total Compensation. "Total Compensation" means wages, salaries, and other amounts received
(whether or not paid in cash) for personal services actually rendered in the course of employment with
the Employer, but only to the extent included in gross income, This definition includes, but is not limited
to commissions, overtime pay and bonuses. With respect to the Plan Years beginning prior to October 1,
1998, Total Compensation does not include elective contributions, With respect to Plan Years beginning
on and after October 1, 1998, Total Compensation includes elective contributions. Total Compensation
also does not include:
(a) Employer contributions to a plan of deferred compensation to the extent the contributions
are not included in the gross income of the Employee for the taxable year in which, contributed,
on behalf of an Employee to a Simplified Employee Pension Plan to the extent such contributions
are excludible from the Employee's gross income, and any distributions from a plan of deferred
compensation, regardless of, whether such amounts are includible in the gross income of the
Employee when distributed.
(b) Other amounts which receive special tax benefits, such as premiums for group tenn life
insurance (but only to the extent that the premiums are not includible in the gross income of the
Employee), or contributions made by an Employer towards the purchase of an annuity contract
described in Code ~403(b)(whether or not the contributions are excludible from the gross income
of the Employee).
(B) Plan Compensation. Plan Compensation. means Total Compensation described in Section 1.1 O(A),
except that Plan Compensation includes elective contributions for all Plan Years, Plan Compensation
applies to detennine a Participant's benefit fonnu1a and Accrued Benefit under Article V,
(C) Elective Contributions. Elective contributions are amounts excludible from the Employee's gross
income under Code 99125, 402(e)(3), 402(h) or 403(b), and contributed by the Employer, at the
Employee's election, to a Code ~401(k) arrangement, a Simplified Employee Pension, cafeteria plan or
tax-sheltered annuity, Elective contributions also include: (1) Compensation deferred under a Code 9457
plan maintained by the Employer; and (2) Employee contributions "picked up" by the Employer and,
pursuant to Code ~414(h)(2), treated as Employer contributions.
(D) Limitations on Compensation.
(1) Compensation Limitation. For any Plan Year beginning after December 31, 1995, the
Retirement Committee must take into account no more Plan Compensation than the Compensation
Limitation prescribed by.code 9401(a)(17). The Compensation Limitation is $150,000 for the
1996. Plan Year. For Plan Years beginning after December 31, 1996, the C~mpensation Limitation
is the adjusted dollar amount detennined in accordance with Code ~40l(a)(17).
, ,
WSDB.PLN\OO6 1.2
The Compensation Limitation in effect for any Plan Year (or for any l2-month Compensation
period) is the Compensation Limitation in effect at the beginning of that Plan Year (or other 12-
month period). For a Plan Year (or other Compensation measuring period) of less than 12 months,
the Compensation Limitation is a prorated dollar amount, determined by multiplying the
Compensation Limitation by a fraction equal to the number of months in the short period divided
by 12,
(2) Average Compensation. When determining Average Compensation for a Plan Year
beginning after December 31, 1995, Compensation for any prior Compensation period is subject
to the Compensation Limitation in effect for that prior Compensation period, using $150,000 as
the Compensation Limit in effect for any prior Compensation period.
1.11 "Accrued Benefit" means the benefit determined under Article V.
1.12 Actuarial Definitions' and Related Rules.
(A) Definitions.
(1) "Actuarial Equivalent" means a benefit of equal value computed by ~sing the following
assumptions, subject to the requirements of this Section 1.12:
, Pre-Retirement Interest: 8%
and Mortality: 1983 Group Annuity Mortality Table, Male Rates
, Post-Retirement Set Back Two Years for Females
(2) "Present value" means the single sum Actuarial Equivalent of the Participant's Accrued
Benefit.
(3) "Actuary" means an enrolled actuary selected by the Retirement Committee to provide
actuarial services for the Plan.
(B) Interest Rate. When determining the amount of a Participant's distribution or the present value
of the Participant's Accrued Benefit, the interest rate used to make an Actuarial Equivalent determination
is the applicable interest rate specified in Section 1.12(A).
1.13 "Plan Entry Date" means the date(s), specified in Section 2.01.
1.14 "Plan Year" means the fiscal year of the Plan, a 12 consecutive month period ending
every September 30,
1.15 "Effective Date" of this Plan is October 1, 1997.
1.16 "Nonforfeitable" means a Participant's or Beneficiary's unconditional claim, legally
enforceable against the Plan, to the Participant's Accrued Benefit.
1.17 "Accounting Date" is the first day of the Plan Year.
1.18 "Trust" means the separate Trust cr~ated under the Plan.
WSDB,PLN\OO6 1.3
1.19 "Trust Fund" means all property of every kind held or acquired by the Trustee under
the Plan.
1.20 "Nontransferable Annuity" means an annuity which by its terms provides that it may
not be sold, assigned, discounted, pledged as collateral for a loan or security for the performance of an
obligation or for any purpose to any person other than the insurance company, If the Trustee distributes
an annuity contract, the contract must be a Nontransferable Annuity,
1.21 [Reserved]
1.22 "Code" means the Internal Revenue Code of 1986, as amended,
1.23 "Service" means any period of time the Employee is in the employ of the Employer,
including any period the Employee is on an unpaid leave of absence authorized by the Employer under
a uniform, nondiscriminatory policy applicable to all Employees, "Separation from Service" means a
separation from Service with the Employer maintaining this Plan.
1.24 Definitions and Special Rules Relating to Hours of Service
(A) Definition of Hours of Service. "Hour of Service" means:
(1) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment, for the performance of duties, The
Retirement Committee credits Hours of Service under this paragraph (1) to the Employee for the
computation period in which the Employee performs the duties, irrespective of when paid;
(2) Each Hour of Service for back pay, irrespective of mitigation of damages, to which the
Employer has agreed or for which the Employee has received an award. The Retirement
~ommittee credits Hours of Service under this paragraph (2) to the Employee for the computation
period(s) to which the award or the agreement pertains rather than for the computation period in
which the award, agreement or payment is made; and
, (3) Each Hour of Service for which the Employer, either directly or indirectly, pays an
Employee, or for which the Employee is entitled to payment (irrespective 'of whether the
employment relationship is terminated), for reasons other than for the performance of duties
during a computation period,such as leave of absence, vacation, holiday" sick leave, illness,
incapacity (including disability), layoff, jury duty or military duty. The Retirement Committee
will credit no more than 501 Hours of Service under this paragraph (3) to an Employee on
account of any single continuous period during which the Employee does not perform any duties
(whether or not such period occurs during a single computation period).
(4) Each Hour of Service the Employee is on an unpaid leave of absence authorized by the
Employer under a uniform; nondiscriminatory policy applicable to all Employees under which the
Employer specifically credits Hours of Service for such unpaid leave of absence,
The Retirement Committee will not credit an Hour of Service under more than one of the above
paragraphs. A computation period for purposes of this Section 1.24 is the Plan Year, Year of Service
'period, Break in Service period or other period, as determined under the Plan provision for which the
WSDB.PLN\OO6 1.4
Retirement Committee is measuring an Employee's Hours of Service. The Retirement Committee will
resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee,
(B) Method of Crediting Hours of Service. The Retirement Committee will credit every Employee
with Hours of Service on the basis of the "actual" method. For purposes of the Plan, "actual" method
means the determination of Hours of Service from records of hours worked and hours for which the
Employer makes payment or for which payment is due from the Employer.
(C) Maternity/Paternity Leave. Solely for purposes of determining whether the Employee incurs
a Break in Service under any provision of this Plan, the Retirement Committee must credit Hours of
Service during an Employee's unpaid absence period due to maternity or paternity leave. The Retirement
Committee considers an Employee on maternity or paternity leave if the Employee's absence is due to
the Employee's pregnancy, the birth of the Employee's child, the placement with the Employee of an
adopted child, or the care of the Employee's child immediately following the child's birth or placement.
The Retirement Committee credits Hours of Service under this paragraph on the basis of the number of
Hours of Service the Employee would receive if he were paid during the absence period or, if the
Retirement Committee cannot determine the number of Hours of Service the Employee would receive,
on the basis of 8 hours per day during the absence period. The Retirement Committee will credit only
the number (not exceeding 501) of Hours of Service necessary to prevent an Employee's Break in Service.
The Retirement Committee credits all Hours of Service described in this paragraph to the computation
period in which the absence period beg'ins or, if the Employee does not need these Hours of Service to
prevent a Break in Service in the computation period in which his absence period begins, the Retirement
'Committee credits these Hours of Service to the immediately following computation period.
1.25 "Disability" means a physical or mental condition of a Participant permitting such
Participant to be eligible for disability benefits under the Employer's long term disability program.
* * * * * * * * * * * ,* * * *
, "
WSDB,PLN\OO6 1.5
ARTICLE II - EMPLOYEE PARTICIPANTS
2.01 Eligibility. Each Employee becomes a Participant in the Plan on the first day of the
month (if employed on that date) immediately following the date 6 months after his Employment
Commencement Date. "Employment Commencement Date" means the, date on which the Employee first
perfonns an Hour of Service for the Employer.
2.02 Break in Service - Eligibility. For purposes of participation in the Plan, the Plan does
not apply any Break in Service rule.
2.03 Participation upon R~employment. A Participant whose employment tenninates will
re-enter the Plan as a Participant on the date of his re-emp10yment. An Employee who satisfies .the Plan's
eligibility conditions but who tenninates employment with the Employer prior to becoming a Participant
will become a Participant on the later of the Plan Entry Date on which he would have entered the Plan
had he not tenninated employment or the date of his reemployment. Any Employee who tenninates
employment prior to satisfying the Plan's eligibility conditions becomes a Participant in accordance with
the provisions of Section 2.0 I.
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 2.1
ARTICLE' In - EMPLOYER CONTRIBUTIONS
Part 1. Determination of Employer's Contributions.
3.01 Amount. The Employer alon~ will make the contributions required to fund the cost of the
benefits provided by this Plan. The Employer intends to make such contributions as are necessary to fund
the Plan.' ,
The Employer contributes to thisPhin on the condition its contribution is not due to a mistake of
fact. The Trustee, upon written reguest from the Employer, must return to the Employer the amount of
the Employer's contribution made by the Employer by mistake of fact. The Trustee will not return any
portion of the Employer's contribution under the provisions of this paragraph more than one year after
the Employer made the contribution by mistake of fact. Furthermore, the Trustee will not increase the
amount of the Employer contribution returnable under this Section 3.01 for any earnings attributable to
the contribution, but the Trustee will decrease the Employer contribution returnable for any losses
attributable to it.
3.02 ,Determination of Contribution. The Employer, from its records and the reports
of the Actuary, will determine the amount of any contribution to be made by it to the Trust under the
terms of the Plan. In this regard, the Employer may place full reliance upon all reports, opinions, tables,
valuations, certificates and computations the Actuary furnishes the Employer,
3.03 ,Time of Payment of Contribution. The Employer shall make its contribution to the
Trustee not less frequently than ih quarterly, installments, However, contributions shall be considered
timely if paid to the Trustee within _90 days of the date that such payments are due,
3.04 Nonvested Accrued Benefit. The Trustee will retain in the Trust all amounts representing
the nonvested Accrued Benefit of Participants who have terminated employment. The Employer will not
use forfeited benefits to increase the benefits of other Participants but instead will use the amounts to
reduce its contribution for future Plan Years.
Part 2. Limitations on Annual Benefits.
3.05 Limitation on Annual Benefit. A Participant's Annual Benefit payable at any time within
a Limitation Year may not exceed the lirnitations of this Section 3.05, even ifthe benefit formula under
the Plan ~ould produce a greater Aimual Benefit.
(A) Commencement between ages 62 and 65. A Participant's Annual Benefit payable at an age not
less that 62 nor greater than 65, may not ~xceed ,the lesser of $90,000 (or such larger dollar amount as
the Commissioner ofInternal Revenue may presCribe) or 100% of the Participant's average Compensation
for his high 3 consecutive Years of ServiCe.
(B) Commencement prior to age' 62. If a Participant's Annual Benefit ,commences prior to his
attaining age 62, the Retirement Committee will adjust the' $90,000 (or the larger adjusted dollar amount)
limitation of this Section 3.05 to the Actuarial Equivalent of an Annual Benefit, equal to such dollar
limitation commencing at age 62. The ActuarialI?quivalent under the immediately preceding sentence
may not be less than $75,000 in the event a Participant's Annual Benefit commences at or after age 55.
In the event a Participant's Annual Benefit commences prior to age 55, the Actuarial Equivalent will equal
the greater of (1) the Actuarial Equivalent of a $75,000 Annual Benefit commencing at age 55 or (2) the
WSDB.PLN\006 3 , 1
Actuarial Equivalent of a $90,000 (or larger adjusted dollar amount) Annual Benefit commencing at age
62. To determine the Actuarial Equivalent under this paragraph, the Retirement Committee will use an
interest rate assumption equal to the greater of 5% per annum or the rate specified in Section 1.12,
(C) Commencement after age 65. Ifa Participant's Annual Benefitcommences after his attaining
age 65, the Retirement Committee will adjust the $90,000 (or larger adjusted dollar amount) limitation
of this Section 3,05 to the Actuarial Equivalent of an Annual Benefit equal to such dollar limitation
commencing at age 65. To determine the Actuarial Equivalent under this paragraph, the Retirement
Committee will use an interest rate assumpt~on equal to the lesser of 5% per annum or the rate specified
in Section 1.12.
(D) [Reserved).
(E) Adjustment for Years of ServicelYears of Participation Less Than 10. The maximum Annual
Benefit described in this Section 3.05 applies to a Participant who has completed at least 10 Years of
Service with the Employer, for purposes of the 100% average Compensation limitati()n and has completed
at least 10 Years of Participation in 'the Plan, for purposes of the dollar limitation. If a Participant has less
than 10 Years of Service with the Employer at the time benefits commence, the Retirement Committee
will multiply his 100% average Compensation limitation by a fraction, the numerator of which is the
number of Years of Service (including fractional years) with the Employer and the denominator of which
is 10. If a Participant has less than 10 Years of Participation in the Plan at the time his benefits
commence, the Retirement Committee will multiply his dollar limitation by a fraction, the numerator of
which is the number of Years of Participation (including fractional years) in the Plan and the denominator
of which is 10. The reductions described in this paragraph will not reduce a Participant's maximum
Annual Benefit to less than one-tenth of the maximum Annual Benefit determined without regard to the
reductions.
(F) Alternate Forms of Payment. Ifthe Tr:ustee pays the Participant's benefit in a form other than
an Annual Benefit, the benefit paid may not exceed the Actuarial Equivalent of the maximum Annual
Benefit payable as a straight life annuity. !o determine the Actuarial Equivalent under this paragraph, the
Retirement Committee will use an intere'st rate assumption equal to the greater of 5% per annum or the
rate specified in Section 1.12,
(G) Adjustments to Dollar Limitation. Any adjustment to the dollar limitation of this Section 3.05
does not take effect until the first day of the calendar year for which the Commissi,oner of Internal
Revenue publishes the adjustment. ,The new limitation will apply to the Limitation Year ending with or
within the calendar year for which the Commissioner ofIntema1 Revenue makes the adjustment.
(H) Application of Limitations. A Participant's Accrued Benefit payable at any time may not exceed
the applicable limitation under this Section 3.05. The Retirement Committee will apply the limitations
of this Section 3,05 (as reduced, if applicable, by Section 3.07) to the calculation of the Participant's
normal retirement pension prior to ~etermining the Participant's Accrued Benefit.
3.06 Definitions - Article III~, The definitions in this Section 3.06 apply to the limitation
provisions of Part 2 of Article III. For purposes of Article III, the following terms mean:
WSDB.PLN\OO6 3.2
(A) General Definitions.
(1) Annual Benefit. The Participant's retirement benefit (including any portion of the
Participant's retirement benefit payableto an alternate payee under a qualified domestic relations
order satisfying the requirements of Code S4l4(p)) attributable to Employer contributions payable
, in the fonn of a straight life annuity or a qualified joint and survivor annuity, with no ancillary
benefits (other than the survivor annuity).
(2) Compensation. Total Compensation, as detennined under Section I.lO(A),
(3) Limitation Year. The Plan Year, If the Employer amends the Limitation Year to a
different 12 consecutive month period, the new Limitation Year must begin on a date within the
Limitation Year for which the Employer makes the amendment, creating a short Limitation Year.
(4) Annual Addition. Annual Additions are the following amounts allocated on behalf of a
Participant for a Limitation Year, under a defined, contribution plan maintained by the Employer:
(i) all Employer contributions; (ii) all forfeitures; and (iii) all Employee contributions. Except to
the extent provided in Treasury regulations, Annual Additions include excess contributions
described in Code S40I(k), excess aggregate contributions described in Code s40l(m), irrespective
of whether the plan distributes or forfeits such excess amounts. Excess deferrals under Code
S402(g) are not Annual Additions unless distributed after the correction period described in Code
S402(g). Amounts allocated after March 31, 1984, to an individual medical account (as defined
in Code S4l5(l)(2)) included as part of a defined benefit plan maintained by the Employer also
are Annual Additions. Furthennore, Annual Additions include contributions paid or accrued after
December 31, 1985, for taxable years ending after December 31, 1985, attributable to post-
retirement medical benefits allocated tQ the separate account of a key employee (as defined in
Code S419A(d)(3)) under a welfare benefit fund (Code s419(e)) maintained by the Employer. For
a Limitation Year, the Annual Additions allocated on behalf of any Participant, to all defined
contribu~ion plans maintained by the Employer, may not exceed the Maximum Pennissib1e
Amount. The "Maximum Pennissib1e Amount" is the lesser of (I) $30,000 (or, if greater, one-
fourth of the defined benefit ,dollar limitation under Code S415(b)(1)(A)), or (II) 25% of the
Participant's Compensation for ,the Limitation Year. If there is a short Limitation Year because
of a change in Limitation Year, the Retirement Committee will multiply the $30,000 limitation
(or larger limitation) on Annual Additions by the following fraction:
Number of months in the short Limitation Year
12.
(5) Year of Service. A Plan Year during which an Employee completes at least 1,000 Hours
of Service,
(6) Year of Participation. A Year of Participation is a Year of Accrual Service, as
detennined under Section 5.02, but only if the Plan is in existence for such Year of Participation
and the Participant is a Participant in the Plan at least one day in that Year of Participation. If the
Participant receives credit for only a partial Year of Participation under Section 1,11, he will
receive credit for only a partial year for purposes of the limitations of this Article III, For any
other defined benefit plan taken into account, A Year of Participation is each accrual computation
period for which: (a) the Participant receives credit for at least the number of hours of service (or
WSDB.PLN\OO6 3.3
period of service, if the plan uses elapsed time) necessary to accrue a benefit for that accrual'
computation period; and (b) the eligibility conditions of the plan include the Participant as a
participant in that plan on at least one day of that accrual computation period. If the Employee
satisfies the conditions described in clauses (a) and (b), he will receive credit for a Year of
Participation (or a partial Year of Participation, if applicable) equal to the amount of benefit
accrual service (computed to fractional parts of a year) credited under that plan for the accrual
computation period. A Participant receives credit for a Year of Participation' under another defined
benefit plan only if the plan was established no later than the last day of the accrual computation
period to which the Year of Participation relates. The Participant will not receive credit for, more
than one Year of Participation under this paragraph (6) with respect to the same l2-month period.
(7) Employer. The Employer that adopts this Plan and any employers aggregated with the
Employer pursuant to Code 994l4(b), 414(c), 414(m) or 414(0). Solely for purposes of applying
the limitations of this Article III, the Retirement Committee will determine the aggregated
employers by modifying Code 99414(b) and (c) in accordance with Code 94l5(h).
(8) Defined Benefit Plan. A retirement plan which does not provide for individual accounts
for Employer contributions. The Retirement Committee must treat as a single plan all defined
benefit plans maintained by the Employer, whether or not terminated.
(9) Defined Contribution Plan. A retirement plan which provides for an individual account
for each participant and for benefits based solely on the amount contributed to the participant's
account, and any income, expenses, gains and losses, and any forfeitures of accounts of other
participants which thep1an may allocate to such participant's account, The Retirement Committee
must treat as a single plan all defined contribution plans maintained by the Employer, whether or
not terminated, For purposes of the limitations of this Article III, the Retirement Committee will
treat employee contributions made to a defined benefit plan (including this Plan) maintained by
the Employer as a separate defined contribution plan. The Retirement Committee also will treat
as a defined contribution plan an individual medical account (as defined in Code 9415(1)(2))
included as part of a defined benefit plan maintained by the Employer and, for taxable years
ending after December 31, 1985, a welfare benefit fund under Code 9'4 1 9(e) maintained by the
Employer to the extent there are post-retirement medical benefits allocated to the separate account
of a key employee (as defined in Code 94l9A(d)(3)). '
(B) Definitions Relating to Defined Benefit and Defined Contribution Plan Limitation.
(1) Defined Benefit Plan Fraction. The defined benefit plan faction is the Participant's
Projected Annual Benefit divided by the Overall DB limitation,
(a) The "~rojected Annual' Benefit" means the annual retirement benefit (adjusted to an
actuarially equivalent straight life annuity if the plan expresses such benefit in a form other than
a straight life annuity or qualified joint and survivor annuity) of the Participant under the terms
. of the defined benefit plan assuming he continues employment until his normal retirement age (or
current age, if later) as stated in the defined benefit plan, his compensation continues at the same
rate as in effect in the Limitation Year under consideration until the date of his normal retirement
age and all other relevant factors used to determine benefits under the defined benefit plan remain
constant as of the current. Limitation Year for all future Limitation Years,
. -
WSDB.PLN\OO6 3.4
(b) The "Overall DB Limitation" is the lesser of (i) 125% of the dollar limitation in effect
under Code g415(b)(l)(A) for the Limitation Year, or (ii) 140% of the Participant's average
Compensation for his high 3 consecutive Years of Service, The Overall DB Limitation assumes
the Participant has at least 10 Years of Service or the Retirement Committee will have at least 10
Years of Service at Normal Retirement Age. To determine whether the Participant will have at
least 10 Years of Service, the Retirement Committee may include the year in which the Participant
reaches Normal Retirement Age, but only if it reasonable to anticipate he will receive credit for
a Year of Service in that year.-If a Participant fails to satisfy this 10 Years of Service requirement,
the Retirement Co~mittee will reduce the denominator of the Participant's Overall DB Limitation
in the same manner as described under Section 3.05(E) with respect to reductions for less than
10 Years of Service, If the Participant's Current Accrued Benefit (as described in Section 3.05)
exceeds the applicable dollar limitation in effect under Code g4l5(b)(l)(A), the Participant's
Overall DB Limitation may not be less than 125% of that Current Accrued Benefit.
(2) Defined Contribution Plan Fraction. The defined contribution plan fraction, is the
Participant's Aggregate Annual Additions divided by the Overall DC Limitation.
(a) The "Aggregate Annual Additions" equal the sum, as of the close of the Limitation Year,
of the Annual Additions to the Participant's Account under the defined contribution p1an(s),
(b) The "Overall DC Limitation" is the sum of the lesser of the following amounts determined
for the Limitation Year and for each prior Year of Service with the Employer: (i) 125% of the
dollar limitation in effect under Code g415(c)(l)(A) for the Limitation Year (determined without
regard to the special dollar limitations for employee stock ownership plans), or (ii) 35% of the
Participant's Compensation for the Limitation Year.
3;07, Overall Limitations.
(A) Defined Contribution Plan Limitation. If the Employer maintains a defined contribution plan
(as defined in Section 3.06), or has ever maintained a defined contribution plan which the Employer has
terminated, then the sum of the defined benefit plan fraction and the defined contribution plan fraction
for any Participant for any Limitation Year must not exceed 1.0. The Employer will reduce the projected
annual benefit under this Plan to the extent necessary to satisfy this 1.0 limitation.
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 3,5
ARTICLE IV - P ARTICIP ANT CONTRIBUTIONS
4.01 Participant Contributions. The, Plan does not penn it nor require Participant
contributions.
4.02 Participant Rollover Contributions. The Plan does not pennit Participant rollover
contributions.
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 4.1
ARTICLE V - NORMAL RETIREMENT BENEFIT
5.01 Normal Retirement Age/Normal Retirement Date.
(A) Normal Retirement Age. An Employee attains Normal Retirement Age on the date he attains age
65.
(B) Normal Retirement Date. A Participant's ,Normal Retirement Date is the first day of the month
following the Participant's attainment of Nonna1 Retirement Age. Each Participant who retires on or after
attaining the Normal Retirement Date receives a normal retirement pension,
5.02 Amount of Normal Retirement Pension/Accrued Benefit. The Annual Benefit
limitations of Article III apply to the determination of a Participant's normal retirement pension and
Accrued Benefit in the manner'prescribed in Section 3.05(H).
(A) Normal Retirement Pension.
(1) Benefit Formula., A Participant's normal retirement pension equals 2% of the
Participant's Average Compensation multiplied by his Years of Accrual Service, The maximum
number of Years of Accrual Service taken into account in the'norma1 retirement pension is 30.
(2) Average Compensation. Average Compensation is the average of the Participant's Plan
Compensation for the A veragingPeriod in the Participant's Compensation History which results
in the highest Average Compensation. A Participant's Compensation History is the Participant's
entire period of employment with the Employer. The Averaging Period is 3 consecutive
Compensation periods (or the entire period of employment, if shorter). A Compensation period
is the 12-month period ending on the last day of the Plan Year.
(B) Accrued Benefit. Subject to the Annual Benefit limitations of Article III, a Participant's Accrued
Benefit is the normal retirement pension accrued by the Participant under the accrual formula provided
in this paragraph (B),
(1) Method of Accrual. As of any date, a Participant's Accrued, Benefit is his normal
retirement pension calculated as of the determination date, based on t1ie Years of Accrual Service
credited as of such date.
(2) Year of Accrual Service. Years of Accrual Service are Years of Service as determined
under Section 8,06, including Years of SerVice completed prior to his participation in the Plan,
(3) Floor-offset arrangement. The J?:mp10yer also maintains the Money Purchase Pension
Plan and Trust for Employees of the City of Winter Springs, Florida (the "Money Purchase Plan ")
and the Participants in this Plan also participate in the Money Purchase Plan, The Retirement
Committee will reduce the Participant's Accrued Benefit in this Plan by the Actuarial Equivalent
,benefit derived from'the portion of the Participant's vested account balance in the Money Purchase
Plan attributable to employer contributions and required participant contributions made pursuant
to the terms of the Money Purchase' Plan (including any distributions and/or direct transfers made
from the account balance of such_ Participant prior to the benefit commencement date under this
Plan). The interest rate used to determine the Actuarial Equivalent benefit derived from the Money
Purchase Plan is the rate specified in Section 1,12 of this Plan. A mortality assumption will not
WSDB,PLN\OO6 ' 5.1
apply to determine the Actuarial Equivalent of distributions and/or direct transfers made from the
Participant's account balance in the Money Purchase Plan nor to determine the Actuarial
Equivalent benefit from the Participant's vested account balance in the Money Purchase Plan for
the period prior to the benefit 'commencement date under this Plan.
5.03 Normal Form of Benefit. The Retirement Committee will compute a Participant's normal
retirement pension in the form of a straight life annuity, The Trustee will pay the Participant's normal
retirement pension in accordance with Article X.
5.04 Late Retirement.
(A) Actuarial Adjustment for Delayed Commencement/Accrual of Benefits After Normal
Retirement Date. A benefit com'!lencing after Normal Retirement Date is the Actuarial Equivalent of the
Participant's Accrued Benefit payable as of the later of Normal Retirement Date or the last day of the
prior Plan Year. A Participant continues to accrue benefits after his Normal Retirement Date if the
Participant's Accrued Benefit would increase because of additional Service or Compensation, A
Participant's Accrued Benefit as of the end of each Plan Year following his Normal Retirement Date is
the greater of: (1) the normal retirement pension determined under the Plan, taking into account Service
and Compensation credited after Normal Retirement Date; or (2) the Accrued Benefit, determined as of
the later of Normal Retirement Date or the end of the prior Plan Year, actuarially adjusted for late
retirement.
* * '* * * * * * * * * * * * *
WSDB,PLN\OO6 5.2
ARTICLE VI - EARLY RETIREMENT PENSION
6.01 Eligibility for Early Retirement Pension. A Participant who has received credit for at
least 10 Years of Accrual Service and has attained age 55 may elect an early retirement pension. A
Participant who separates from service after satisfying the service requirement but not the age requirement
may elect to receive an early retirement pension upon satisfying the age requirement. In addition, a
Participant who has completed 25 Years of Accrual Service may elect an early retirement pension, A
Participant's early retirement pension is his Nonforfeitable Accrued Benefit payable at Normal Retirement
Date without actuarial reduction for early commencement but only if benefits commence on or after the
Participant attains age 55. If an eligible Participant elects to commence his early retirement pension prior
to attaining age 55, such Participant's early retirement pension is the Actuarial Equivalent of his
Nonforfeitable Accrued Benefit payable at age 55.
6.02 Payment of Early Retirement Pension.
(a) If the present value of the Participant's early retirement pension does not exceed $5,000,
the Trustee will pay the early retirement pension in lump sum, as soon as administratively
practicable after the Participant's Separation from Service or, if later, after the Participant satisfies
the eligibility requirements for an early retirement pension.
(b) If the present value of the Participant's early retirement pension exceeds $5,000, the
Trustee will pay the early retirement pension in the form and as of the date elected by the
Participant. A participant may elect to commence his early retirement pension as of the first day
of any month during the period he is eligible for the early retirement p~nsion and after he has
separated from Service. If the Participant fails to designate a distribution date, then the Trustee
will commence payment of the early retirement pension in accordance with Article X,
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 6.1
ARTICLE VII - DISABILITY PENSION
7.01 Disability Pension, The Plan does not provide a disability pension. Disability benefits
are provided under the Employer's long term disability program,
* * * ,* * * * * * * * * * * *
WSDB.PLN\OO6 7.1
ARTICLE VIII - DEFERRED VESTED PENSION - DEATH BENEFIT
8.01 Deferred Vested Pension. A Participant who, prior to his Normal Retirement Date,
terminates employment for any reason other than death, or eligibility for an early retirement pension, will
receive a deferred vested pension (assuming the Accrued Benefit of such Participant is not entirely
forfeitable).
8.02 Amount of Deferred Vested Pension. The Participant's deferred vested pension is the
Actuarial Equivalent of his Nonforfeitable Accrued Benefit payable at Normal Retirement Date.
8.03 Payment of Deferred Vested Pension.
(a) If the present value of the Participant's deferred vested pension does not exceed $5,000,
the Trustee will pay the deferred vested pension in lump, sum, as soon as administratively
practicable following the Participant's Separation from Service. In no event may the distribution
occur later than the 60th day following the close of the Plan Year in which the Participant attains
Normal Retirement Age,
(b) If the present value of the Participant's deferred vested pension exceeds $5,000, the
Trustee will pay the deferred vested pension in the form elected by the Participant. A Participant
may elect to commence his deferred vested pension after the Participant's Normal Retirement
Date, If the Participant fails to elect a distribution date, then the Trustee will commence payment
of the deferred vested pension in accordance with Article X.
8.04 Pre-Retirement Death Benefit. If a Participant dies prior to commencement of a normal
retirement pension, deferred vested pension or early retirement pension, his Beneficiary will receive a
death benefit equal to the present value of the Participant's Nonforfeitable Accrued Benefit.
The Trustee will make payment" or commence payment, of the deceased Participant's death benefit in
accordance with Articles IX and X.
8.05 Vesting Schedule.
(A) 100% Vesting Upon Certain Events. A Participant's Accrued Benefit is 100% Nonforfeitable
upon,and after his attaining Normal Retirement Age (if employed on or after that date). A Participant's
Accrued Benefit is lOO% Nonforfeitable if the Participant's separation from Service is a result of death,
disability or eligibility for an early retirement pension,
(B) Vesting Schedule. Subject to Section 8,05(A), a Participant's Nonforfeitable percentage in his
Accrued Benefit equals the percentage in the following schedule:
Nonforfeitable
Years of Service Percentage
Less than 3 . . ..0. . . 0.. . . . . . . . . . . . . . . . None
3 ,.....,.,.........""..,.... 20%
4 ........,.,...,...........,.. 40%
5 .,..,.........,...",.""", 60%
6 ...".,..."..........,.",.. 80%
7 or more ....,.."..."".",... 100%
WSDB,PLN\OO6 8.1
(C) Amendment to Vesting Schedule. Though the Employer reserves the right to amend the vesting
schedule at any time, the Retirement Committee will not apply the amended vesting schedule to reduce
the Nonforfeitable percentage of any Participant's Accrued Benefit derived from Employer contributions
(detennined as of the later of the date the Employer adopts the amendment, or the date the amendment
becomes effective) to a percentage less than the Nonforfeitable percentage computed under the Plan
without regard to the amendment. An amended vesting schedule will apply to a Participant only if the
Participant receives credit for at least one Hour of Service after the new schedule becomes effective. '
If the Employer makes a pennissibJe amendment to the vesting schedule, each Participant having
at least 3 Years of Service .with the Employer may elect to have the percentage of his Nonforfeitable
Accrued Benefit computed under the Plan without regard to the amendment. The Participant must file his
election with the Retirement Committee within 60 days of the latest of (1) the Employer's adoption of the
amendment; (2) the effective date of the amendment; or (3) his receipt of a copy of the amendment. The
Retirement Committee, as soon as practicable, must forward a true copy of any amendment to the vesting
schedule to each affected Participant, together with an explanation of the effect of the amendment, the
appropriate form upon which the Participant may make an election to remain under the vesting schedule
provided under the Plan prior to the amendment and notice of the time within which the Participant must
make an election to remain under the prior vesting schedule. The vesting schedule election does not apply
to a Participant if the amended vesting schedule provides for vesting at least as rapid at all times as the
vesting schedule in effect prior to the amendment.
(D) Forfeiture for Cause. The Plan does not pennit a forfeiture for cause.
8.06 Year of Service - Vesting. For purposes of vesting under Section 8.05, Year of Service
means any Plan Year during which an Employee completes not less than 1,000 Hours of Service. A Year
of Service includes any Year of Service earned prior to the Effective Date of the Plan, except as provided
in Section 8.08.
8.07 Break in Service - Vesting. For purposes of this Article VIII, a Participant incurs a
"Break -in Service" if during any Plan Year he does not complete more than 500 Hours of Service with
the Employer.
8.08 Included Years of Service - Vesting, For purposes of determining "Years of Service"
under Section 8.06, the Plan takes into account all Years of Service an Employee completes with the
Employer except:
(a) Any Year of Service completed before a Break in Service, unless the Employee completes
a Year of Service after the Break in Service. This Break in Service rule will not operate to
recredit any Year of Service disregarded under clause (b).
(b) Any Year of Service ,completed before a Break in Service if the number of the
Participant's consecutive Breaks ,in Service equals of exceeds the greater of 5 or the aggregate
number of the Years of Service prior to the Break. This Break in Service rule applies only if the
, Participant is 0% vested in his Accrued Benefit derived from Employer contributions at the time
he has a Break in Service, Furthermore, the aggregate number of Years of Service before a Break
in Service does not include any Years of Service not required to be taken into account under this
exception by reason of any prior Break in Service. If the Retirement Committee Retirement
Committee disregards the Participant's Years of Service under this exception, the Plan forfeits his
pre-Break in Service Accrued Benefit.
WSDB,PLN\OO6 8,2
(c) Any Year of Sen:ice before the Plan Year in which the Participant attained the age of 18.
8.09 Disregard of Accrued Benefit.
(A) Cash-Out Distribution. If a parti'aliy-vested Participant receives a cash-out payment of his entire
Nonforfeitable Accrued Benefit, the Retirement Committee will disregard the Participant's Accrued Benefit
determined as of the date of the cash-out distribution. A partially-vested Participant who is re-emp10yed
by the Employer after receiving 'a cash-out distribution has the right to repay the Trustee the Employer
derived portion of the cash-out diStribution he received, provided his repayment right has not expired. The
Participant's repayment must include interest at the rate determined under Code 941 1 (c)(2)(C) (or under
a successor to that Code section), calculated from the date of the cash-out distribution, A Participant's
right to make repayment expires on the earlier of: (1) the date 5 years after the Participant' s first re-
employment date with the Employer following the cash-out distribution; or (2) the last day of the first
Break in Service Period ending after the cash-out distribution. A Break in Service Period is a period of
5 consecutive Plan Years in which the Participant incurs a Break in Service.
(B) Restoration of Accrued Benefit. If, prior to the expiration of the repayment period, are-employed
Participant makes repayment in accordance with the terms of this Section 8,09, the Retirement Committee
will restore the Participant's Accrued Benefit disregarded under this Section 8,09,
(C) 0% Vested Participant. A 0% vested Participant is a Participant whose Accrued Benefit is entirely
forfeitable at the time of his Separation from Service, Under the deemed cash-()Ut rule, the Retirement
- Committee will treat the 0% vested Participant as having received a cash-out distribution on the date of
the Participant's Separation from Service. For purposes of applying the restoration provisions of this
Section 8.09, the Retirement Committee will treat the 0% vested Participant as repaying his cash-out
"distribution" (plus the required interest) on the first date of his re-employment ~ith the Employer.
* * * * * * * * * *, * * * * *
WSDB.PLN\OO6 8.3
ARTICLE IX - PRERETIREMENT SURVIVOR ANNUITY
9.01 Preretirement Survivor Annuity - Eligibility. If a married Participant dies prior to his
annuity starting date, the Retirement Committee will direct the Trustee to distribute to the Participant's
surviving spouse a preretirement survivor annuity, unless the Participant has a valid waiver election (as
described in Section 9,02) in effect, or unless the Participant and his spouse were not married throughout
the one year period ending on the date of his death,
(A) Preretirement Survivor Annuity - Defined. A preretirement survivor annuity is a straight life
annuity, payable no less frequently than annually, for the life of the surviving spouse~
(B) Present Value Not Greater Than $5,000. If the present value of the preretirement survivor
annuity is not greater than $5,000, the Trustee will make the distribution in a lump sum, in lieu of the
preretirement survivor annuity. The distribution must occur on or before the annuity starting date.
(C) Surviving Spouse Elections. If the present value of the preretirement survivor annuity exceeds
$5,000, the Participant's surviving spouse may elect to have the Trustee commence payment of the
preretirement survivor annuity as of the first day' of any month following the Participant's death, but not
later than the applicable mandatory distribution period described in Article X. A surviving spouse also may
elect any form of payment described in Article X, in lieu of the preretirement survivor annuity (other than
a joint and survivor annuity). In the absence of an election by the surviving spouse, the Retirement
'Committee will direct the Trustee to distribute the preretirement survivor annuity as soon as
administratively practicable following the close of the Plan Year in which the latest of the following
events occurs: (1) the Participant's death; (2) the date the Retirement Committee receives notification of
or otherwise confirms the Participant's death; or (3) the date the Participant would have attained Normal
Retirement Age.
(D) Special Rules. If the Participant's surviving spouse dies prior to the commencement of the
preretirement survivor annuity, the Plan will not pay the preretirement survivor annuity and the Retirement
Committee will determine the Participant's death bene~~J~u~s':l.~nt t~_~e_~ti?1! ~.~~.
9.02 Waiver Election - Preretirement Survivor Annuity.
(A) Explanation of Waiver. The Retirement Committee must provide a written explanation of the
preretirement survivor annuity to each married Participant, within the following period which ends last:
(1) the period beginning on the first day of the Plan Year in which the Participant attains age 32 and
ending on the last day of the Plan Year in which the Participant attains age 34; or (2) a reasonable period
after an Employee becomes a Participant. A reasonable period described in clause (2) is the period
beginning one year before and ending one year after the Employee becomes a Participant. If the
Participant separates from Service before attaining age 35, clauses (1) and (2) do not apply and the
Retirement Committee must provide the written explanation within the period beginning one year before
and ending one year after the separation from Service. The written explanation must describe, in a manner
consistent with Treasury regulations, the terms and conditions of the preretirement survivor annuity
comparable to the explanation of the qualified joint and survivor annuity required under Article X. The
Plan does not limit the number of times the Participant may revoke a waiver of the preretirement survivor
annuity or make a new waiver during the election period,
(B) Waiver Requirements. A Participant's waiver election of the preretirement survivor annuity is not
valid unless (1) the Participant makes the waiver election no earlier than the first day of the Plan Year
WSDB,PLN\OO6 9,1
in which he attains age 35 and (2) the Participant's spouse (to whom the preretirement survivor annuity
is payable) satisfies the consent requirements described in Article X, except the spouse need not consent
, to the form of benefit payable to the designated Beneficiary. The spouse's consent to the waiver of the
preretirement survivor annuity is irrevocable, unless the Participant revokes the waiver election,
Irrespective of the time of election requirement described in clause (1), if the Participant separates from
Service prior to the first day of the Plan Year in which he attains age 35, the Retirement Committee will
accept a waiver election as respects the Participant's Accrued Benefit attributable to his Service prior to
his separation from Service. Furthermore, if ,a Participant who has not separated from Service makes a
valid waiver election, except for the timing requirement of clause (1), the Retirement Committee will
accept that election as valid, but only until'the first day of the Plan Year in which the Participant attains
age 35. A waiver election described in this paragraph is not valid unless made after the Participant has
received the written explanation described in this Section 9,02,
9.03 Reduction of Pension Benefits. The Trustee will not reduce a Participant's pension
benefits as a result of the preretirement survivor annuity coverage required under Section 9,01. The
Employer alone bears the cost of providing the preretirement survivor annuity.
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 9.2
ARTICLE X - PAYMENT OF ACCRUED BENEFIT -
,OPTIONAL FORMS OF PAYMENT
10.01 Form of Benefit. Subjecf to the requirements of Section -10,02, the Retirement Committee
will direct the Trustee to pay a Participant his Nonforfeitable Accrued Benefit in a form permitted under
Section 10.05. Annuity payments will continue until the last scheduled payment coincident with or
immediately preceding the date of the Participant's death or, if applicable, the date of his survivor's death.
(A) Consent. A Participant must consent, in writing, to any distribution described in this Article X if
the present value of the Participant's Nonforfeitable Accrued Benefit exceeds $5,000, and the distribution
commences prior to the Participant's attaining Normal Retirement Age. Furthermore, the Participant's
spouse also must consent, in writing, to any distribution for which Section 10,02 requires the spouse's
consent. For purposes of the consent requirements under this Article X, if the present value of the
Participant's Nonforfeitable Accrued Benefit, at the time of any distribution, exceeds $5,000, the
Retirement Committee will treatthat present value as exceeding $5,000 for purposes of all subsequent Plan
distributions to the Participant.
(B) Annuity starting date/distribution date. The term "annuity starting date" means: (1) the first day
of the first period for which the Plan pays an amount as an annuity; or (2) for a distribution in any other
form, the date of the distribution. A distribution date is the date as of which the Plan requires distribution
or as of the date which the Participant (or Beneficiary) may elect to commence distribution,
(C) Direct Rollover of Eligible Rollover Distribution. For distributions made after December 31,
1992, a Participant may elect, at the time and in the manner prescribed by the Retirement Committee, to
have any portion of his eligible rollover distribution paid directly to an eligible retirement plan specified
by the Participant in a direct rollover designation. For purposes of this Section 1O.01(C), a Participant
includes a Participant's surviving spouse and the Participant's spouse or former spouse who is an alternate
,payee under a qualified domestic relations order,
The following definitions apply to this Section 10.01 (C):
(1) Eligible rollover distribution. An eligible rollover distribution is any distribution of all or any
portion of the' balance to the credit of the Participant, except an eligible rollover distribution does not
include: any distribution which is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the Participant or the joint lives (or joint
life expectancies) of the Participant and the Participant's designated beneficiary, or for a specified period
of ten years or more; any distribution to the extent required under Code s401(a)(9); and the portion of
any distribution which is not includible in gross income (determined without regard to the exclusion of
net unrealized appreciation with respect to employer securities),
(2) Eligible retirement plan. An eligible retirement plan is an individual retirement account
described in Code s408(a), an individual retirement annuity described in CodeS4of(b), an annuity plan
described in Code s403(a), or a qualified trust described in Code 940l(a), which accepts the Participant's
eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individua,l retirement account or individual retirement annuity.
(3) Direct rollover. A direct rollover is a payment by the Plan to the eligible retirement plan
specified by the distributee.
WSDB,PLN\OO6 10,1
10.02 Qualified Joint and Survivor Annuity.
(A) Payment of Annuity Form. The Retirement Committee must direct the Trustee to distribute a
married or unmarried Participant's Nonforfeitable Accrued Benefit in the form of a qualified joint and
survivor annuity, unless the Participant makes a valid waiver election (described in Section 10.04) prior
to the annuity starting date. If, as of the annuity starting date, the Participant is married, a qualified joint
and survivor annuity is an immediate annuity payable for the life of the Participant and a survivor annuity
payable for the remaining life of the Participant's surviving spouse which is 50% of the amount of the
annuity payable during the life of the Participant. If, as of the annuity starting date, the Participant is not
married, a qualified joint and survivor annuity is an immediate life annuity for the Participant, The
qualified joint and survivor annuity will be the Actuarial Equivalent of the Participant's Nonforfeitable
Accrued Benefit and will provide monthly payments, The Participant may elect to have annuity payments
less frequently than monthly, but not less frequently than annually.
, (B) , Present Value Not Greater Than $5,000. If the present value of the Participant's Accrued Benefit
is not greater than $5,000, the Trustee will pay the Participant's pension in a lump sum, in lieu of a
qualified joint and survivor annuity, The distribution must occur on or before the annuity starting date.
The consent requirements of this Article X do not apply to a Participant subject to this paragraph.
10.03 Commencement of Benefits. The Retirement Committee must direct' the Trustee to
commence distribution of benefits in accordance with this Section 10.03, subject to the mandatory
distribution requirements of Section 10.06.
(A) Distribution to Participant Who Separates from Service Before Normal Retirement Date. The
Retirement Committee will direct the Trustee to commence distribution of the Participant's Nonforfeitable
Accrued Benefit in accordance with Article VI, VII or VIII, whichever applies,
(B) Distribution to Participant Who Separates from Service After Normal Retirement Date. The
Retirement Committee will direct the Trustee to commence distribution to the Participant:
(1) Present Value of Normal Retirement Pension Not Exceeding $5,000. In lump sum, as soon
as administratively practicable following the Participant's separation from Service, but not later than
the 60th day following the close of the Plan Year in which that separation from Service occurs.
'(2) Present Value of Normal Retirement Pension Exceeds $5,000. In the form and at the time
elected by the Participant, as permitted under this Article X. The Participant may elect to commence
distribution as soon as administratively practicable following separation from Service or as of the
first day of any subsequent month.
(C) Failure of Participant To Make an Election. Where the Participant has the right to elect the form
and timing of his pension, but has failed to make an election, the Retirement Committee will direct the
Trustee to commence distribution of the Participant's pension, in the form prescribed by Section 10,02,
as soon as administratively practicable following the later of: (1) the Participant's attainment of Normal
Retirement Age; or (2) the Participant's separation from Service, If, pursuant to the Plan, the latest
distribution date available to the Participant occurs earlier than the mandatory distribution date described
in this Section 10,03(C), the Retirement Committee will satisfy this distribution requirement by
purchasing, as soon as administratively practicable after the latest applicable distribution date, a deferred
Nontransferable Annuity which will commence the Participant's pension at the mandatory distribution
date.
WSDB.PLN\OO6 10.2
(D) Notice to Participant. At least 30 days before the Participant's annuity starting date, the Retirement
Committee must provide a benefit notice to a Participant who is eligible to make a distribution election
under the Plan. The benefit notice must explain the optional forms of benefit in the Plan, including the
material features and relative values of those options, and the Participant's right to defer distribution until
he attains Normal Retirement Age.
(E) Death of the Participant.. If the Participant had commenced distribution prior to his death, the
Retirement Committee will direct the Trustee to make distribution to the Participant's Beneficiary in
accordance with the distribution method in effect at the time of death. If the deceased Participant had not
commenced distribution, the Retirement Committee will direct the Trustee to distribute the Participant's
death benefit in accordance with paragraph (1) or paragraph (2), whichever applies, subject to the
requirements of Article IX.
(1) Present Value of Death Benefit Does Not Exceed $5,000. In lump sum, as soon as
administratively practicable following the date on which the Retirement Committee receives
notification of or otherwise confirms the Participant's death.
(2) Present Value of Death Benefit Exceeds $5,000. In the form and at the time elected by the
Participant or, if applicable by the Beneficiary, as permitted under this Article X. Unless otherwise
elected by the Participant and to the extent permitted under Section 10.06, a Beneficiary may elect
to commence distribution - of the Participant's death benefit as of the first day of any month
following the date the Retirement Committee receives notification of or otherwise confirms the
Participant's death, In addition to the other forms of distribution available under this Article X, and
to the extent permitted under Section 10.06, a Beneficiary may elect to receive the Participant's
death benefit in monthly, quarterly or annual installments over a 5 year period, unless the
Participant elected otherwise. In the absence of an election, the Retirement Committee will direct
the Trustee to distribute the Participant's death benefit in five annual installment payments
commencing as soon as administratively practicable following the end of the Plan Year that the
Retirement Committee receives notification of or otherwise confirms the Participant's death.
10.04 Waiver Election - Qualified Joint and Survivor Annuity.
(A) Explanation of Waiver. At least 30 days before the Participant's annuity starting date, the
Retirement Committee must provide the Participant a written explanation of the terms and conditions of
the qualified joint and survivor annuity, the Participant's right to make, and the effect of, an election to
waive the joint and survivor form of benefit, the rights of the Participant's spouse regarding the waiver
election and the Participant's right to make, and the effect of, a revocation of a waiver election. The Plan
does not limit the number of times the Participant may revoke a waiver of the qualified Joint and survivor
annuity or make a new waiver during the election period,
(B) Waiver Requirements. A married Participant's waiver election is not valid unless (1) the
Participant's spouse (to whom the survivor annuity is payable under the qualified joint and survivor
annuity), after the Participant has received the written explanation described in this Section, has consented
in writing to the waiver election, the spouse's consent acknowledges the effect of the election, and a
notary public or the Plan Administrator (or his representative) witnesses the spouse's consent, (2) the
spouse consents to the alternate form of payment designated by the Participant or to any change in that
designated form of payment, and (3) un1essthe spouse is the Participant's sole primary Beneficiary, the
spouse consents to the Participant's Beneficiary designation or to any change in the Participant's
Beneficiary designation, The spouse's consent to a waiver of the qualified joint and survivor annuity is
WSDB,PLN\OO6 10.3
irrevocable unless the Participant revokes the waiver election. The spouse may execute a blanket consent
to any form of payment designation or to any Beneficiary designation made by the Participant, if the
spouse acknowledges the right to limit that consent to a specific designation but, in writing, waives that
right.
The Retirement Committee may accept as valid a waiver election which does not satisfy the spousal
consent requirements if the Retirement Committee establishes the Participant does not have a spouse, the
Retirement Committee is not able to locate the Participant's spouse, the Participant is legally separated
or has been abandoned (within the meaning of State law) and the Participant, has a court order to that
effect, or other circumstances exist under which the Secretary of the Treasury will excuse the consent
requirement. If the Participant'sspouse is legally incompetent to give consent, the spouse's legal guardian
(even if the guardian is the Participant) may give consent.
10.05 Optional Forms of Distribution. The Retirement Committee will direct the Trustee to pay
the Participant's Nonforfeitable Accrued B,enefit, as elected by the Participant or, if applicab1e,- by the
Beneficiary, under one of the optional forms of distribution permitted under this Section 10.05, subject
to the annuity distribution requirements of Section 10.02, The Beneficiary's election, except as required
, by Article IX, is subject to any restrictions designated in writing by the Participant and not revoked as of
his date of death.
(A) Actuarial Equivalent Optional Forms. Any form of payment under this Section 1O.05(A) must
'satisfy the mandatory distribution requirements of Section 10.06 and must be the A~tuarial Equivalent of
the Participant's Nonforfeitable Accrued Benefit.
The optional forms of distribution are:
.(1) Installments. Payment in monthly, quarterly or annual installments:over the life expectancy
of the Participant, or the joint life and last survivor expectancy of the Participant and his designated
Beneficiary,
(2) Life Annuity. A straight life annuity, payable no less frequently than annually, with payment
of the Participant's Accrued Benefit ending on the Participant's death,
(3) Life Annuity with Term Certain. A life annuity, payable no less frequently than annually,
with a term certain guaranteed., The term certain cannot exceed the Participant's life expectancy,
or the joint life and last survivor expectancy of the Participant and his designated Beneficiary, If
a Participant dies before the Trustee haS made the guaranteed number ,of payments, the Trustee will
continue the balance of-the payments to the Participant's designated Beneficiary.
(4) Joint and Survivor Annuity. A joint life annuity payable for the life of the Participant, with
a survivor annuity payable for the remaining life of a designated Beneficiary which is a specified
percentage (either 75% or 100%) ofthe annuity payable during the Participant's life.
10.06 Mandatory Distributions.
(A) Required Beginning Date. If any distri~ution commencement date described under the Plan, either
by Plan provision or by Participant ,election (or nonelection), is later than the Participant's Required
Beginning Date, the Retirement Committee instead must direct the Trustee to make distribution to the
Participant on the Participant's Required Beginning Date. A Participant's Required Beginning Date is the
WSDB,PLN\OO6 10.4
April 1 following the close of the calendar year in which the Participant attains age 70Yi or, if later, April
1 following the close of the calendar year in which the Participant separates from Service. A mandatory
distribution at the Participant's Required Beginning Date will be in the form of distribution required under
Section 10.02 unless the Participant, pursuant to the provisions of this Article X, makes a valid election
to receive an alternative form of payment.
(B) Minimum Distribution Requirements for Participants. The Retirement Committee may not direct
the Trustee to distribute the Participant's Nonforfeitable Accrued Benefit, nor may the Participant elect
to have the Trustee distribute his Nonforfeitable Accrued Benefit, under a method of payment which, as
of the Required Beginning Date, does not satisfy the minimum distribution requirements under Code
g401(a)(9) and the applicable Treasury regulations.
(1) Minimum distribution for annuity distribution. An annuity distribution made to the
Participant to satisfy the minimum distribution requirements must meet all of the following
requirements:
(a) The periodic payment intervals under the annuity may not be longer than one year,
(b) The distribution period must not exceed the life (or joint lives) of the Participant and his
designated Beneficiary (as determined under Article XIV, subject to the requirements of the Code
~401(a)(9) regulations), or a period certain not longer than the life expectancy (or joint life
expectancy) or the Participant and his designated Beneficiary,
(c) The annuity does not recalculate life expectancy.
(d) The Participant or Beneficiary may not lengthen the period certain, if applicable, even if the
period certain is shorter than the maximum period permitted under Code g401(a)(9).
(e) The payments are nonincreasing or increase only under the following circumstances: (i) with
any percentage increase in a specified and generally recognized cost-of-living index; (ii) to take into
account the reduction to the amount of the participant's payments to provide a survivor benefit, but
only upon the death of the Beneficiary on whose life the annuity determines the survivor
d'istribution period and if the payments continue over the life of the Participant;, (iii) to provide cash
refunds of Employee contributions upon the Participant's death; or (iv) because of an increase in
benefits under the Plan.
(t) If the annuity is a life annuity (ora life annuity with a period certain not exceeding 20 years)
the minimum distribution required by the Participant's Required Beginning Date is one payment
intervaL Subsequent minimum distributions are the payment intervals determined under the annuity,
even if the second payment interval occurs in the calendar year. following the year in which the
Required Beginning Date occurs.
(g) If the annuity provides a period certain without a life contingency, or if a life annuity with a
period certain exceeding 20 years, the minimum distribution for each calendar year subject to this
Section 10,06, is the annual amount, determined by totaling the periodic payments for a calendar
year. The minimum distribution due by the Participant's Required Beginning Date is the annual
amount for the calendar year preceding that Required Beginning Date, The minimum distribution
WSDB,PLN\OO6 ,10,5
for the calendar year which includes the Required Beginning Date and for all subsequent calendar
years is the annual amount for that calendar year and the annuity must pay, that minimum
distribution no later than December 31 of that c'alendar year.
(2) Minimum Distribution Incidental Death Benefit (ltMDffilt). If the Participant's spouse is
not his designated Beneficiary, an annuity must satisfy the MDIB requirements of this paragraph.
If the annuity provides a period certain without a life contingency, the period certain in effect as
of the first distribution calendar year may not exceed the applicable period detennined under the
maximum pet:.iod certain table set forth in Treas. Reg. 9 1.40 I (a)(9)-2. If the annuity with a life
contingency includes a period certain, the period certain at any time on or after the Participant's
Required Beginning Date also may not exceed the maximum period certain detennined under the
table described in the immediately preceding sentence, If the annuity is a joint and survivor annuity
payable for the joint lives of the Participant and a nonspouse Beneficiary, the survivor percentage
in effect at any time on or after the Participant's Required Beginning Date may not exceed the
percentage detennined under the applicable percentage table set forth in Treas. Reg, 91.401(a)(9)-2.
A joint and survivor annuity under which the survivor percentage does not exceed 52% always
satisfies this paragraph. A life annuity payable to the Participant, without any period certain, is not
subject to the MDIB requirements of this paragraph.
(3) Additional Accruals. Benefits accruing to the Participant after his Required Beginning Date
constitute a separate component of an annuity distribution, beginning with the first payment interval
ending in the calendar year imm'ediate1y following the calendar year in which such amount accrues.
The annuity starting date and fonn of distribution commenced by the Required Beginning Date
applies to the distribution of these additional accruals, unless the Participant elects otherwise
pursuant to his benefit options under the Plan, and that election otherwise complies with these
minimum distribution requirements. An additional accrual includes any portion of the Participant's
Accrued Benefit which becomes Nonforfeitable during the applicable calendar year.
(4) Nonannuity Distributions. If the Participant elects an installment distribution directly from the
Trust, under which the method of payment is in the fonn of an individual account distribution, the
distribution method must satisfy the minimum distribution requirements which apply to individual
accounts, including the MOIB requirements which apply to individual accounts, as detennined under
Code 940l(a)(9) and the applicable regulations. A lump sum distribution made on or before a
Participant's Required Beginning Date of his entire Nonforfeitable Accrued Benefit under the Plan
satisfies the minimum distribution requirements. Furthermore, a lump sum payment of additional
accruals, as described in the immediately preceding paragraph, no later than the end of the first
payment interval ending in the calendar year immediately following the calendar year in which such
amount accrues, satisfies the minimum distribution requirements.
(C) Minimum Distribution Requirement for Beneficiaries. The method of distribution to the
Participant's Beneficiary must satisfy Code 940I(a)(9) and the applicable Treasury regulations.
(1) Death After the Required Beginning Date. If the Participant's death occurs after his Required
Beginning Date or, if earlier, the date the Participant commences an irrevocable annuity, the method
of payment to the Beneficiary must provide for completion of payment over a period which does
not exceed the payment period which had commenced for the Participant.
WSDB.PLN\OO6 10,6
(2) Death Before the Required Beginning Date. If the Participant's death occurs prior to his
Required Beginning Date, and the Participant has not commenced an irrevocable annuity, the
method of payment to the Beneficiary must provide for completion of payment over a period not
exceeding:
(a) 5 years after the date of the Participant's death (with payments completed by December
31 of the calendar year in which occurs the 5th anniversary of the Participant's date of death);
or
(b) if the Beneficiary is a designated Beneficiary, over the designated Beneficiary's life or
life expectancy.
The Retirement Committee will not direct payment over a period described in clause (b) unless the
, Trustee will commence payment to the designated Beneficiary no later than the December 31 following
the close of the calendar year in which the Participant's death occurred or, if later, and the designated
Beneficiary is the Participant's surviving spouse, the December 31 of the calendar year in which the
Participant would have attained age 70Y2, The Retirement Committee must use the unisex life expectancy
multiples under Treas, Reg. 91.72-9 for purposes of applying this paragraph, An annuity distribution to
the designated Beneficiary, whether directly from the Trust or in the form of a Nontransferable Annuity
Contract, satisfies clause (b) if the arinuity -satisfies the minimum distribution requirements of SeCtion
lO.06(B), but applying paragraphs (f) and (g) of Section IO.06(B)(l) as follows: (i) the distribution
calendar years applicable to the designated Beneficiary are the calendar year in which benefits must
, commence under .clauSe (b) of this Section 10.06(C)(2) and all subsequent calendar years; and (ii) the first
payment interval under paragraph (f) is due by the December 31 described in this Section 10,06(C)(2),
, A lump sum distribution to the Beneficiary made no later than the date described in clause (a) of this
Section 10.06(C)(2) satisfies these minimum distribution requirements.
In the case of a nonannuity distribution to a designated Beneficiary, the Plan satisfies the
requirement of this Section 1 O.06(C)' if the distribution method satisfies the minimum distribution
requirements applicable to individual accounts, as determined under Code s40l(a)(9) and the applicable
regulations, and the first minimum distribution occurs no later than the December 31 described in clause
(2)(b) of this Section 1O.06(C). The Retirement Committee will apply the post-death minimum distribution
rules by treating any amount paid to the Participant's child, which becomes payable to the pillticipant's
surviving spouse upon the child's attaining the age of majority, as paid to the Participant's surviving
spouse.
(D) Special Rules. The Retirement Committee, only upon the Participant's written request or, in the
case of a' distribution described in Section lO.06(C), only upon the written request of the Participant's
spouse, will recalculate the applicable life expectancy period for purposes of calculating the minimum
, distribution applicable to a distribution calendar year following the first distribution calendar year. The
Participant must make a recalculation election not later than his Required Beginning Date. A surviving
spouse must make a recalculation election no later than the December 31 date described in Section
IO,06(C)(2), A recalculation election applicable to a joint life expectancy payment, where the survivor is
a nonspouse Beneficiary, may not take into account any adjustment to any life expectancy other than the
Participant's life expectancy, as prescribed by the applicable regulations under Code s401(a)(9). In the
absence of a recalculation election, the Plan does not permit recalculation of the applicable life expectancy
factor.
WSDB.PLN\OO6 10.7
10.07 Distributions Under Domestic Relations Orders. Nothing contained in this Plan will
prevent the Trustee, in accordance with the direction of the Retirement Committee, from complying with
the provisions of a qualified domestic relations order (as defined in Code 94l4(p)), The Retirement
Committee may adopt any written procedures relating to a qualified domestic relations order which the
Retirement Committee deems necessary for proper administration of the Plan, This Plan specifically
permits distribution to an alternate payee under a qualified domestic relations order at any time,
irrespective of whether the Participant has attained his earliest retirement age (as defined under Code
94l4(p)) under the Plan. A distribution to an alternate payee prior ,to the Participant's attainment of earliest
retirement age is available only if: (1) the order specifies distribution at that time or permits an agreement
between the Plan and the alternate payee to authorize an earlier distribution; and (2) if the present value
of the alternate payee's benefits under the Plan exceeds $5,000, and the order requires, the alternate payee
consents to any distribution occurring prior to the Participant's attainment of earliest retirement age.
Nothing in this Section 10.07 permits a Participant a right to receive distribution at a time otherwise not
permitted under the Plan nor does it permit the alternate payee to receive a form of payment not permitted'
under the Plan.
For purposes of applying Articles IX and X, the Retirement Committee will treat a former spouse
as the Participant's spouse or surviving spouse to the extent provided under a qualified domestic relations
order. The survivor annuity requirements of Article IX and the joint and survivor annuity requirements
of Article X apply separately to the portion of the Participant's Nonforfeitable Accrued Benefit subject
to the qualified domestic relations order and to the portion of the Participant's Nonforfeitable Accrued
, ' Benefit not subjeCt to that order.
The Retirement Committee must establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Retirement Committee
promptly will notify the Participant and any alternate payee named in the order, in writing, of the receipt
of the order and the Plan's procedures for determining the qualified status of the order. Within a
reasonable period of time after receiving the domestic relations order, the Retirement Committee must
determine the qualified status of the order and must notify the Participant and each alternate payee, in
writing, of its determination. The Retirement Committee must provide notice under this paragraph by
mailing to the individual's address specified in the domestic relations order, or in a manner consistent with
applicable law.
If any portion of the Participant's Nonforfeitable Accrued Benefit is payable during the period the
Retirement Committee is making its determination of the qualified status of the domestic relations order,
the Retirement Committee must make a separate accounting of the amounts payable, If the Retirement
Committee determines the order is it. qualified domestic relations order within 18 months of the date
amounts first are payable following receipt of the order, the Retirement Committee will direct the Trustee
to distribute the payable amounts in accordance with the order. If the Retirement Committee does not
make its determination of the qualified status of the order within the l8-month determination period, the
Retirement Committee will direct the Trustee to distribute the payable amounts in the manner the Plan
would distribute if the order did not exist and will apply the order prospectively if the Retirement
Committee later determines the order is a qualified domestic relations order.
The Trustee will make any payments or distributions required under this Section 10.07 by separate
benefit checks or other separate distribution to the alternate payee,
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 10,8
ARTICLE XI - MISCELLANEOUS PROVISIONS AFFECTING
THE PAYMENT OF BENEFITS
11.01 General. In general, the Trustee will make payment of any pension directly to the Participant
entitled to the payment. However, the Retirement Committee may instruct the Trustee to purchase a
Nontransferable Annuity contract from an insurance company, The Nontransferable Annuity contract must
provide pension and other benefits in an amount not less than the pension and other benefits a Participant
would receive under this Plan and otherwise must comply with the requirements of this Plan. In the event
the Trustee purchases a Nontransferable Annuity contract for the benefit of a Participant, the Trustee either
may assign the contract to the Participant or hold the contract for the benefit of the Participant pursuant
to the instructions of the Retirement Committee, The Trustee also may purchase a Nontransferable Annuity
contract for the benefit of a designated Beneficiary, surviving spouse or alternate payee under a qualified
domestic relations order (as defined in Code ~4l4(p)) entitled to distribution of all or a portion of the
Participant's Nonforfeitable Accrued Benefit.
11.02 Nonduplication of Benefits. In the event the Trustee distributes any part or all of a
Partic,ipant's Accrued Benefit to him and the Participant later resumes active employment with the
Employer, the Trustee will compute the Participant's Accrued Benefit by taking into account all of the
Participant's Years of Accrual Service. However, the Trustee will offset the Participant's Accrued Benefit
so computed by the Participant's Accrued Benefit attributable to any distribution the Trustee has made
to the Participant (other than a cash-out distribution described in Article VIII). If the distribution was a
cash-out distribution, as described in Article VIII, the Trustee will offset the Participant's Accrued Benefit
by the Accrued Benefit disregarded under Section 8.09.
11.03 [Reserved].
11.04 No Disregard of Service. For purposes of computing Years of Service under Article VIII,
the Plan does not disregard Years of Service with respect to which a Participant has received a distribution
of his Accrued Benefit.
11.05 MergerlDirect Transfers. The Trustee will not consent to, or be a party to, any merger or
consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately
after the merger, consolidation or transfer, the surviving Plan provides each Participant a benefit equal to
or greater than the benefit each Participant would have received had the Plan terminated immediately
before the merger or consolidation or transfer. The Trustee possesses the specific authority to enter into
merger agreements or direct transfer of assets agreements with the trustees of other retirement plans
described in Code ~401(a), and to accept the direct transfer of plan assets, or to transfer plan assets, as
a party to any such agreement. If the Trustee accepts a transfer of assets from other retirement plans
described in Code ~40l(a) on behalf of a Participant, the Trustee shall utilize such assets to provide
additional Accrued Benefits for such Participant.
The Trustee may accept a direct transfer of plan assets on behalf of an Employee prior to the date
the Employee satisfies the Plan's eligibility conditions, If the Trustee accepts such a direct transfer of plan
assets, the Retirement Committee and Trustee will treat the Employee as a Participant for all purposes of
the Plan except the Employee will not accrue benefits until he actually becomes a Participant in the Plan.
If the Employee terminates employment with the Employer prior to becoming a Participant, the Trustee
will distribute his transferred assets to him as if they were Employer-derived Accrued Benefits,
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 11.1
ARTICLE XII- OTHER PROVISIONS AFFECTING BENEFITS
12.01 Assignment or Alienation. Subject to Code 94l4(p) (relating to qualified domestic
relations orders), neither a Participant nor a Beneficiary may anticipate assign or alienate (either at law
, or in equity) any benefit provided under the Plan, and the Trustee will not recognize any such anticipation,
assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment,
levy, execution or other legal or equitable process.
12.02 [Reserved]
12.03 [Reserved]
12.04 Distribution Upon Termination of Trust. If the Employer terminates the Plan, the Trustee
will determine the value of the Trust Fund as of the business day next following the date of such
termination.
(A) Allocation of Assets. Upon termination of the Plan, the Retirement Committee shall direct the
Trustee to allocate the assets of the Plan. in a nondiscrimatory manner and in accordance with all
applicable regulations. Any residual assets remaining after satisfaction of all benefit liabilities shall be
_distributed in accordance with Sectiori12.05.
12.05 Overfunding. If the Employer has overfunded the Plan at the time it terminates the Plan,
the Trustee must return the amount by which the Employer has overfunded the Plan to the Employer,
, except to the extent the Plan allocates surplus assets to the Participants pursuant to written procedures
(including any necessary Plan amendments) adopted by the Employer incident to the Plan's termination.
The Employer must state by written request, to the Trustee the amount of the overfunding it wishes the
Trustee to return to it after satisfying all liabilities under the terminated Plan. '
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 12,1
ARTICLE XIII, - EMPLOYER ADMINISTRATIVE PROVISIONS
13.01 Information to Committee. The Employer must supply current information to the
Retirement Committee as to the name, date of birth, date of employment, annual compensation, leaves of
absence, Years of Service and date of termination of employment of each Employee who is, or who will
be eligible to become, a Participant under the Plan, together with any other information which the
Retirement Committee considers necessary, The Employer's records as to the current information the
Employer furnishes to the Retirement Committee are conclusive as to all persons,
13.02 No Liability. The Employer assumes no obligation or responsibility to any of its Employees,
Participants or Beneficiaries for any act of, or failure to act, on the part of its Retirement Committee
(unless the Employer is the Retirement Committee), the Trustee or the Plan Administrator (unless the
Employer is the Plan Administrator),
13.03 Indemnity of Plan Administrator and Committee. To the extent permitted under
applicable law, the Employer indemnifies and saves harmless the Plan Administrator, the members of the
Retirement Committee, and the, Trustee, and each of them, from and against any and all loss resulting
from liability to which the Plan Administrator, the Retirement Committee, .or the members of the
Retirement Committee and the Trustee may be subjected by reason of any act or 'conduct (except willful
misconduct or gross negligence) in their official capacities in the administration of this Trust or Plan or
both, including all expenses reasonably incurred in their defense, in case the Employer fails to provide
'such defense.
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 13.1
ARTICLE XIV - P ARTICIP ANT ADMINISTRATIVE PROVISIONS
14.01 Beneficiary Designation. Any Participant may from time to time designate, in writing, any
person or persons, contingently or successively, to whom the Trustee will pay any applicable death
benefits under the Plan and the Participant may designate the form and method of payment. The
Retirement Committee will prescribe, the form for the written designation of Beneficiary and, upon the
Participant's filing the form with the Retirement Committee, the form effectively revokes all designations
filed prior to that date by the same Participant. In the absence of spousal consent (as required by Articles
IX and X) to the Participant's Beneficiary designation, any waiver of the qualified joint and survivor
annuity or of the preretirement survivor annuity is not valid,
14.02 No Beneficiary Designation/Death of Beneficiary. If a Participant fails to name a
Beneficiary in accordance with Section 14,01, or if the Beneficiary named by a Participant predeceases
him, then the Trustee will pay the death benefit in accordance with Article X in the following order of
priority to:
(a) The Participant's surviving spouse;
(b) The Participant's surviving children, including adopted children, in equal shares;
(c) The Participant's surviving parents, in equal shares; or
(d) The legal representative of the Participant's estate.
If the Beneficiary does not predecease the Participant, but dies prior to distribution of his share of
the Participant's entire death benefit, the Trustee will pay the remaining death benefit to the Beneficiary's
estate unless the Participant's Beneficiary designation provides otherwise. The Retirement Committee will
direct the Trustee as to the method and to whom the Trustee will make payment under this Section 14~02.
14.03 Personal Data to Committee. Each Participant and each Beneficiary of a deceased
Participant must furnish to the Retirement Committee such evidence, data or information as the Retirement
Committee considers necessary or desirable for the purpose of administering the Plan. The provisions of
this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant
will furnish promptly full, true and complete evidence, data and information when requested by the
Retirement Committee, provided the Retirement Committee advises each Participant of the effect of his
failure to comply with its request.
14.04 Address for Notification. Each Participant and each Beneficiary of a deceased Participant
must file with the Retirement Committee from time to time, in writing, his post office address and any
change of post office address, Any communication, statement or notice addressed to a Participant, or
Beneficiary, at his last post office address filed with the Retirement Committee, or as shown on the
records of the Employer, binds the Participant, or Beneficiary, for all purposes of this Plan.
14.05 Notice of Change in Terms. The Plan Administrator, within the ti~e prescribed by
applicable law, must furnish all Participants and Beneficiaries a summary plan description and all other
information required by applicable law.
14.06 Litigation Against the Trust. A court of competent jurisdiction may authorize any
appropriate equitable relief to enforce any provisions of applicable law or the terms of the Plan. A
fiduciary may receive reimbursement of expenses properly and actually incurred in the performance of
his duties with the Plan.
WSDB,PLN\OO6 14,1
14.07 Information Available. Any Participant in the Plan or any Beneficiary may examine copies
of the plan description, this Plan and Trust, or any other instrument under which the Plan was established
or is operated, The P1anAdministrator will maintain all of the items listed in this Section 14,07 in his
office, or in such other place or places as he may designate from time to time, for examination during
reasonable business hours. Upon the written request of a Participant or Beneficiary the Plan Administrator
must furnish him with a copy of any item listed in this Section 14.07. The Plan Administrator may make
a reasonable charge to the requesting person for the copy so furnished.
14.08 Appeal Procedure for Denial of Benefits. A Participant or a Beneficiary ("Claimant") may
file with the Retirement Committee a written claim for benefits, if the Participant or Beneficiary
determines the distribution procedures of the Plan have not provided him his proper Nonforfeitable
AccruedBenefit. The Retirement Committee must render a decision on the claim within 60 days of the
Claimant's written claim for benefits.
(A) , Notice of Denial. The Plan Administrator must provide adequate notice in writing to any Participant
or to any Beneficiary ("Claimant") whose claim for benefits under the Plan the Retirement Committee has
denied. The Plan Administrator's notice of denial of benefits must identify the name of each member of
the Retirement Committee and the name and address of the Retirement Committee member to whom the
claimant may forward his appeal. The Plan Administrator's notice to the Claimant must also set forth:
(1) The specific reason for the denial;
, (2) , Specific references to pertinent Plan provisions on which the Retirement Committee based its
denial;
(3) A description of any additional material imd information needed for the Claimant to perfect his
claim and an explanation of why the material or information is needed; and
(4) That any appeal the Claimant wishes to make of the adverse determination must be in writing
to the Retirement Committee within 75 days after receipt of the Plan Administrator's notice of
denial of benefits. The Plan Administrator's notice must further advise the Claimant that his failure
to appeal the action to the Retirement Committee in writing within the 75-day period will render
the Retirement Committee's determination final, binding and conclusive.
(B) Appeal. If the Claimant should appeal to the Retirement Committee, he, or his duly authorized
representative, may submit, in writing, whatever issues and comments he, or his duly authorized
representative, feels are pertinent. The Claimant, or his duly authorized representative, may review
pertinent Plan documents. The Retirement Committee will re-examine all facts related to the appeal and
make a final determination as to whether the denial of benefits is justified under the circumstances. The
Retirement Committee must advise the Claimant of its decision within 60 days of the Claimant's written
request for review, unless special circumstances (such as a hearing) would make the rendering of a
decision within the 60-day limit unfeasible, but in no event may the Retirement Committee render a
decision respecting a denial for a claim for benefits later than 120 days after its receipt of a request for
reView,
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 14.2
ARTICLE XV - RETIREMENT COMMITTEE' - DUTIES WITH RESPECT TO
PARTICIPANTS' ACCRUED BENEFITS
15.01 Members' Compensation, Expenses. The Employer must appoint an Retirement Committee
to administer the Plan, the members of which mayor may not be Participants in the Plan, or which may
be the Plan Administrator acting alone. In the absence of an Retirement Committee appointment, the Plan
Administrator assumes the powers, duties and responsibilities of the Retirement Committee, The members
of the Retirement Committee will serve without compensation for services as such, but the Employer will
pay all expenses of the Retirement Committee, except to the extent the Trust properly pays the expenses,
pursuant to Article XVI.
15.02 Term. Each member of the Retirement Committee serves until the appointment of his
successor.
15.03 Powers. In case of a vacancy in the membership of the Retirement Committee, the remaining
members of the Retirement Committee may exercise any and all of the powers, authority, duties and
discretion conferred upon the Retirement Committee pending the filling of the vacancy.
15.04 General.
(A) Powers and duties. The Retirement Committee has the following powers and duties:
(1) To select a Secretary, who need not be a member of the Retirement Committee;
(2) To determine the rights of eligibility of an Employee to participate in the Plan, the value of
a Participant's Accrued Benefit and the Nonforfeitable percentage of each Participant's Accrued
Benefit;
(3) To adopt rules of procedure and, regulations necessary for the proper and efficient
'administration of the Plan provided ,the rules are not inconsistent with the terms of this Agreement;;
(4) To construe and enforce the terms of the Plan and the rules and regulations it adopts including
interpretation of the Plan documents and documents related to the Plan's operation and the
discretion to make factual determinations necessary to the proper administration of the Plan;
(5) To direct the Trustee as respects the crediting and distribution of the Trust;
(6) To review and render decisions respecting a claim for (or denial of a claim for) a benefit under
the Plan;
(7) To furnish the Employer with information which the Employer may require for tax or other
purposes;
(8) To engage the service of agents whom it may deem advisable to assist it with the performance
, -
of its duties;
(9) To engage the services of an Investment Manager or Managers, each of whom will have full
power and authority to manage, acquire or dispose (or direct the Trustee with respect to acquisition
or disposition) of any Plan asset under its' control;
(10) To establish and maintain a funding standard account and to make credits and charges to the
account to the extent required by and in accordance with the provisions of the applicable law.
WSDB.PLN\OO6 15,1
The Retirement Committee will exercise all of its powers, duties and discretion under the Plan in
a uniform and nondiscriminatory manner.
15.05 Funding Policy. The Retirement Committee will review, not less often than annually, all
pertinent Employee information and Plan data in order to establish the funding policy of the Plan and to
determine the appropriate methods of carrying out the Plan's objectives, The Retirement Committee must
communicate periodically, as it deems appropriate, to the Trustee and to any Plan Investment Manager
the Plan's short-term and long-term financial needs so investment policy can be coordinated with Plan
financial requirements.
15.06 Manner of Action. ,The decision of a majority of the members appointed and qualified
controls.
15.07 Authorized Representative. The Retirement Committee may authorize anyone of its
members, or its Secretary, to sign on its behalf any notices, directions, applications, certificates, consents,
approvals, waivers, letters or other docum'ents. The Retirement Committee must evidence this authority
by an instrument signed by all members and filed with the Trustee.
15.08 Interested Member. No member of the Retirement Committee may decide or determine
any matter concerning the distribution, nature or method of settlement of his own benefits under the Plan,
except in exercising an election available to that member in his capacity as a Participant, unless the Plan
Administrator is acting alone in the capacity of the Retirement Committee,
15.09 Participant Records. The Retirement Committee will keep such records and will prepare
such reports concerning Participants' Accrued Benefits as applicable law and the Code require, Upon a
Participant's written request, the Retirement Committee will furnish, or will direct the Plan Administrator
to furnish, the Participant such information,
15.10 Unclaimed Accrued Benefit - Procedure. The Plan does not require either the Trustee or
the Retirement Committee to search for, or ascertain the whereabouts of, any Participant or Beneficiary.
At the time the Participant's or Beneficiary's benefit becomes distributable under the Plan, the Retirement
Committee, by certified or registered mail addressed to his last known address of record with the
Retirement Committee or the Employer, must notify any Participant, or Beneficiary, that he is entitled to
a distribution under this Plan. The notice must quote the provisions of this Section 15.10 and otherwise
must comply with the notice requirements of Article X. If the Participant, or Beneficiary, fails to claim
his distributive share or make his whereabouts known in writing to the Retirement Committee within 6
months from the date of mailing of the notice, the Retirement Committee will treat the Participant's or
Beneficiary's unclaimed payable Accrued Benefit as forfeited. The Employer will use the amounts
representing the forfeited Accrued Benefit to reduce its contribution for future Plan Years.
If a Participant or Beneficiary who has incurred a forfeiture of his Accrued Benefit under this
Section 15,10 makes a claim, at any time, for his forfeited Accrued Benefit, the Retirement Committee
must restore the Participant's or Beneficiary's forfeited Accrued Benefit. The Retirement Committee must
direct the Trustee to distribute the Participant's or Beneficiary's restored Accrued Benefit as soon as
administratively practicable following restoration of the forfeited Accrued Benefit, subject to the consent
requirements of Article X.
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 15.2
ARTICLE XVI .- TRUSTEE, POWERS AND DUTIES
16.01 Acceptance. The Trustee accepts the Trust created under the Plan and agrees to perform the
obligations imposed,
16.02 Receipt of Contributions. The Trustee is accountable to the Employer for the funds
contributed to it by the Employer" but does not have any duty to see that the contributions received
comply with the provisions of the Plan. The Trustee is not obliged to collect any contributions from the
Employer, nor is obliged to see that funds deposited with it are deposited according to the provisions of
the Plan,
16.03 Investment Powers.
(A) ,Trustee Powers. The Trustee has full discretion and authority with regard to the investment of the
Trust Fund, except with respect to a Plan asset under the control or direction of a properly appointed
Investment Manager, The Trustee must coordinate its investment policy with Plan financial needs as
communicated to it by the Retirement Committee.
(1) Investment Powers. The Trustee is authorized and empowered, but not by way of limitation,
with the following powers, rights and duties:
(a) To invest any part or all of the Trust Fund in any common or preferred stocks, open-end
or closed-end mutual funds (including mutual funds for which the Trustee or its affiliate serves
as an investment advisor, sponsor, distributor, custodian, transfer agent, administrator, registrar
in any other capacity), put and call options traded on a national exchange, United States
retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper,
U.S. Treasury bills, U.S. 'Treasury 'notes and o~her direct or indirect obligations of the United
States Government or its agencies, improved or unimproved real estate situated in the United
States, limited partnerships, insurance contracts of any type, mortgages, notes or other property
of any kind, real or personal, to buy or sell options on common stock on a nationally
, recognized exchange witl1 or without holding the underlying common stock, to buy and sell
commodities, commodity options and contracts for the future delivery of cOJrlmodities, and to
make any other investments the Trustee deems appropriate, as a prudent man would do under
like circumstances with due regard for the purposes of this Plan. Any investment made or
retained by the 'Trustee, in good faith is proper but must be, of a kind constituting a
diversification considered by law suitable for trust investments.
(b) To retain in cash. so much of the Trust Fund as it may deem advisable to satisfy
liquidity needs of the Plan. and to deposit any cash held in the Trust Fund ina bank account
. .,.
at reasonable interest.
(6) To invest, if the Truste(l is a bank or similar financial institution supervised by the
United States or by a State, in any type of deposit of the Trustee (or of,abank related to the
Trustee within the meaningofCode 94l4(b)) ata reasonable rate of interest or in a common
trust fund, as described in Code 9584, or collective investment fund, the provisions of which
govern the investment o~ such assets and which the Plan incorpora~es by this reference which
the Trustee (or its affiliate, as defined in Code 91504) maintains exclusively for the c~llective
investment of money contributed by the bank (or the affiliate) in its capacity as trustee and
which conforms to the rules of the Comptroller of the Currency.
WSDB.PLN\OO6 16.1
(d) To manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer,
abandon, improve, repair, insure, lease for any term ,even though commencing in the future or
extending beyond the term of the Trust, and otherwise deal with all property, real or personal,
in such manner, for such considerations and on such terms and conditions as the Trustee
decides,
(e) To credit and distribute the Trust as directed by the Retirement Committee. The Trustee
is not obliged to inquire as to whether any payee or distributee is entitled to any payment or
whether the distribution is proper or within the terms of the Plan, or as to the manner of
making any payment or distribution. The Trustee is accountable only to the Retirement
Committee for any payment or distribution made by it in good faith on the order or direction
of the Retirement Committee.
(f) To borrow money, to assume indebtedness, extend mortgages and encumber by
mortgage or pledge.
(g) To compromise, contest, arbitrate or abandon claims and demands, in its discretion.
(h) To have with respect to the Trust all of the rights of an individual owner, including the
power to give proxies, to participate in any voting trusts, mergers" consolidations or
liquidations, and to exercise or sell stock subscriptions or conversion rights.
(i) To lease for oil, gas and other mineral purposes and to create mineral severances by
grant or reservation; to pool or unitize interests in oil, gas and other minerals; and to enter into
operating agreements and to execute division and transfer orders.
(j) To hold any securities or other property in the name of the Trustee or its nominee, with
depositories or agent depositories or in another form as it may' deem best, with or without
disclosing the trust relationship.
(k) To perform any and all other acts in its judgment necessary or appropriate for the proper
and advantageous management, investment and distribution of the Trust.
(I) To retain any funds or property subject to any dispute without liability for the payment
of interest, and to decline to make payment or delivery of the funds or property until final
adjudication is made by a court of competent jurisdiction.
(m) To file all tax returns required of the Trustee.
(n) To furnish to the Employer, the Plan Administrator and the Retirement Committee an
annual statement of account showing the condition of the Trust Fund and all investments,
receipts, disbursements and other transactions effected by the Trustee during the Plan Year
covered by the statement and also stating the assets of the Trust held at the end of the Plan
Year, which accounts are conclusive on all persons, including the Employer, the Plan
Administrator and the Retirement Committee, except as to any act or transaction concerning
which the Employer, the Plan Administrator or the Retirement Committee files with the Trustee
written exceptions or objections within 90 days after the receipt of the accounts or for which
applicable law authorizes a longer period within which to object.
WSDB.PLN\OO6 16,2
,
(0) To begin, maintain or defend any litigation necessary in connection with the
,administration of the Plan, except that the Trustee is not obliged or required to do so unless
indemnified to its satisfaction.
(B) Participant Loans. This Plan does not permit loans to Participants or to Beneficiaries.
16.04 Records and Statements. The records of the Trustee pertaining to the Plan must be open
to the inspection of the Plan Administrator, the Retirement Committee and the Employer at all reasonable
times and may be audited from time to time by any person or persons as the Employer, Plan Administrator
or Retirement Committee may specify in writing, The Trustee must furnish the Plan Administrator or
Retirement Committee with whatever information relating to the Trust Fund the Plan Administrator or
Retirement Committee considers necessary.
16.05 Fees and Expenses From Fund. The Trustee will receive reasonable annual compensation
as may be agreed upon from time to time between the Employer and the Trustee. No person who is
receiving full pay from the Employer may receive compensation for services as Trustee, The Trustee will
pay from the Trust Fund all fees and expenses reasonably incurred by the Plan, to the extent such fees
and expenses are for the ordinary and necessary administration and operation of the Plan, unless the
Employer pays the fees and expenses. Any fee or expense paid, directly or indirectly, by the Employer
is not an Employer contribution to the Plan, provided the fee or expense relates to the ordinary and
necessary administration of the Fund,
16.06 Parties to Litigation. Except as otherwise provided by applicable law, no Participant, or
Beneficiary is a necessary party or is required to receive notice of process in any court proceeding
involving the Plan, the Trust Fund or any fiduciary of the Plan, Any final judgment entered in any
proceeding will be conclusive upon the Employer, the Plan Administrator, the Retirement Committee, the
Trustee, Participants and Beneficiaries.
16.07 Professional Agents. The Trustee may employ and pay from the Trust Fund reasonable
compensation to agents, attorneys, accountants and other persons to advise the Trustee as in its opinion
may be necessary. The Trustee may delegate to any agent, attorney, accountant or other person selected
by it any non-Trustee power or duty vested in it by the Plan, and the Trustee may act or refrain from
acting on the advice or opinion of any agent, attomey, accountant or other person so selected.
16.08 Distribution Directions. The Trustee may make distribution under the Plan in cash or
property, or partly in each, at its fair market value as determined by the Trustee, For purposes of a
distribution to a Participant or to a Participant's 'designated Beneficiary or surviving spouse, "property"
includes a Nontransferable Annuity Contract, provided the contract satisfies the requirements of this Plan,
If no one claims a payment or distribution made from the Trust, the Trustee must promptly notify the
Retirement Committee and then dispose of the payment in accordance with the subsequent direction of
the Retirement Committee.
16.09 Third PartylMultiple Trustees. No person dealing with the Trustee is obligated to see to
the proper application of any money paid or property delivered to the Trustee, or to inquire whether the
Trustee has acted pursuant to any of the terms of the Plan. Each person dealing with the Trustee may act
upon any notice, request 'or representation in writing by the Trustee, or by the Trustee's duly authorized
agent, and is not liable to any person in so acting, The certificate of the Trustee that it is acting in
accordance with the Plan will be conclusive in favor of any person relying on the certificate. If more than
two persons act as Trustee, a decision of the, majority of such persons controls with respect to any decision
WSDB.PLN\OO6 16.3
regarding the administration or investment of the Trust Fund or any portion of the Trust Fund with respect
to which such persons act as Trustee, However, the signature of only one Trustee is necessary to effect
any transaction on behalf of the TI:Ust.
16.10 Resignation. The Trustee may resign its position at any time by giving 30 days written
notice in advance to the Employer and to the Retirement Committee. If the Employer fails to appoint a
successor Trustee within 60 days of its receipt of the Trustee's written notice of resignation, the Trustee
will treat the Employer as having appointed itself as Trustee and as having filed its acceptance of
appointment with the former Trustee.
16.11 Removal. The Employer, by giving 30 days written notice in advance to the Trustee, may
remove any Trustee. In the event of the resignation or removal of a Trustee, the Employer must appoint
a successor Trustee if it intends to continue the Plan. If two or more persons hold the position of Tnistee,
in the eyent of the removal of one such person, during any period the selection of a replacement is
pending, or during any period such person is unable to serve for any reason, the remaining person or
persons will act as the Trustee.
16.12 Interim Duties and Successor Trustee. Each successor Trustee succeeds to the title to the
Trust vested in his predecessor by accepting in" writing his appointment as successor Trustee and by filing
the acceptance with the former Trustee and the Retirement Committee without the signing or filing of any
further statement. The resigning or removed Trustee, upon receipt of acceptance in writing of the Trust
by the successor Trustee, must execute all documents and do all acts necessary to vest the title of record
in any successor Trustee. Each successor Trustee has and enjoys all of the powers, both discretionary and
ministerial, conferred under this Agreement upon his predecessor. A successor Trustee is not personally
liable for any act or failure to act of any predecessor Trustee, except as required under applicable law,
With the approval of the Employer and the Retirement Committee, a successor Trustee, with respect to
the Plan, may accept the account rendered and the property delivered to it by a predecessor Trustee
without incurring any liability or responsibility for so doing.
16.13 Valuation of Trust. The Trustee must value the Trust Fund as of each Accounting Date to
determine the fair market value of the assets in the Trust. The Trustee also must value the Trust Fund on
such other dates as directed in writing by the Retirement Committee.
16.14 Limitation on Liability - H Investment Manager or Independent Fiduciary Appointed.
The Trustee is not liable for the acts or omissions of any Investment Manager the Retirement Committee
may appoint, nor is the Trustee under any obligation to invest or otherwise manage any asset of the Plan
which is subject to the management of a properly appointed Investment Manager, In addition, any
Investment Manager appointed by the Retirement Committee shall have the sole responsibility for voting
proxies for those assets of the Plan that it manages. The Retirement Committee, the Trustee and any
properly appointed Investment Manager l1!-ay execute a letter agreement as a part of this Plan delineating
the duties, responsibilities and liabilities of the Investment Manager with respect to any part of the Trust
Fund under the' control of the Investment Manager.
16.15 Investment in Group TrustFund / Combined Trust. At the Employer's discretion, the
Trustee, for collective investment purposes, may combine into one trust fund the Trust created under this
Plan with the Trust created under any other qualified retirement plan the Employer maintains. However,
the Trustee must maintain separate records of account for the assets of each Trust in order to reflect
properly each Participant's Accrued Bene'fit under the p1an(s) in which he is a Participant.
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 16.4
ARTICLE XVII - INVESTMENT IN INSURANCE OR ANNUITY CONTRACTS
17.01 Purchase of Life Insurance and Annuity Contracts. The Plan does not provide incidental
life insurance' benefits for Participants.
* * * * * * * * * * * * * * *
WSDB.PLN\OO6 17.1
ARTICLE XVIII - MISCELLANEOUS
18.01 Evidence. Anyone required to give evidence under the terms of the Plan may do so by
certificate, affidavit, document or other information which the person to act in reliance may consider
pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties.
Both the Retirement Committee and the Trustee are fully protected in acting and relying upon ,any
evidence described under the immediately preceding sentence.
18.02 No Responsibility for Employer Action. Neither the Trustee nor the Retirement Committee
has any obligation or responsibility with respect to any action required by the Plan to be taken by the
Employer, any Participant or eligible Employee, or for the failure of any of the above persons to act or
make any payment or contribution, or to otherwise provide any benefit contemplated under this Plan.
Furthermore, the Plan does not require the Trustee or the Retirement Committee to collect any contribution
required under the Plan, or to determine the correctness of the amount of any Employer contribution.
Neither the Trustee nor the Retirement Committee need inquire into or be responsible for any action or
failure to act on the part of the others, or on the part of any other person who has 'any responsibilitY
regarding the management, administration or operation of the Plan, whether by the express terms of the
Plan or by a separate agreement authorized by the Plan or by the provisions of applicable l11w,
18.03 Fiduciaries Not Insurers. The Trustee, the Retirement Committee, the Plan Administrator
and the Employer do not guarantee, to any extent, the Trust Fund from loss or depreciation. The Employer
does not guarantee the payment of any money which may be or becomes due to any person from the Trust
Fund. The liability of the Retirement Committee and the Trustee to make any payment from the Trust
Fund at any time and all times is limited to the then available assets of the Trust.
18.04 Waiver of Notice. Any person entitled to notice under the Plan may waive the notice, unless
applicable law specifically or impliedly prohibits such a waiver.
18.05 Successors. The Plan is binding upon all persons entitled to benefits under the Plan, their
respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the
Trustee, the Retirement Committee, the Plan Administrator and their successors.
18.06 Word Usage. Words used in the masculine also apply to the feminine where applicable, and
wherever the context of the Employer's Plan dictates, the plural includes the singular and the singular
includes the plural.
18.07 State Law. Florida law will determine all questions arising with respect to the provisions
of this Agreement.
18.08 Employment Not Guaranteed. Nothing contained in' this Plan, or with respect to the
establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of
any Account, or the payment of any benefit, gives any Employee, Employee-Participant or any Beneficiary
any right to continue employment, any legal or equitable right against the Employer, or Employee of the
Employer, or against the Trustee, or its agents or employees, or against the Plan Administrator, except
as expressly provided by the Plan, the Trust, by a separate agreement or by applicable law,
* * * * * * * * * * * * * * *
WSDB,PLN\OO6 18.1
ARTICLE XIX - EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
19.01 Exclusive Benefit. Except~s provided under Article III and Article)GI, the Employer has
no beneficial interest in any asset of the Trust and no part of any asset in the Trust may ever revert to or
be repaid to an Employer, either directly or indirectly; nor prior to the satisfaction of all liabilities with
respect to the Participants and their B-eneficiaries under the Plan, may any part of the corpus or income
ofthe Trust Fund, or any asset of the Trust, be (at any time) used for, or diverted to, purposes other than
the exclusive benefit of the Particip'ants or their Beneficiaries. However, if the Commissioner of Internal
Revenue, upon the Employer's request for initial approval of this Plan, determines that the Trust created
under the Plan is not a qualified trust exempt from Federal income tax, then (and only then) the Trustee,
upon written notice from the Employer, will return the Employer's contributions (and increment
attributable to the contributions) to the Employer, The Trustee must make the return of the Employer
contribution under this Section 19.01 within one year of a final disposition of the Employer's request for
initial approval of the Plan, The Employer's Plan and Trust will terminate upon the Trustee's return of
the Employer's contributions.
'19.02 Amendment By Employer.
(A) Amendment of Plan. The Employer. has the right at any time and from time to time: '
(1) To amend this Agreement in any manner it deems necessary or advisable in order to qualify
(or maintain qualification of) this Plan and the Trust created under it under the provisions of the
Code s401(a); and
(2) To amend this Agreement in any other manner.
No amendment may authorize or permit any of the Trust Fund (other than the part which is required
to pay administration expenses) to be used for or diverted to purposes other than for the exclusive benefit
of the Participants or their Beneficiaries or estates, No amendment may cause or permit any portion of
the Trust Fund to revert to or become the-property of the Employer. The Employer also may not make
any amendment which affects the rights, duties 'or responsibilities of the Trustee, the Plan Administrator
or the Retirement Committee without the written consent of the affected Trustee, the Plan Administrator
or the affected member of the Reti'rement Committee, The Employer must make all amendments in
writing. Each amendment must state the date to which it is either retroactively or prospec~ive1y effective.
19.03 Discontinuance. The Employer has the right, at any time, to suspend or discontinue its
contributions under the Plan, and to terminate, ,at any time, this Plan and ~the Trust created under this
Agreement. The Plan will terminate upohthe, first to occur of the following:
(a) The date terminated by action of the Employer;' or
"
(b) The dissolution or'merger ofthe Employer, unless the successor m~k.es provision to contin'ue
the Plan, in which event the successor must substitute itself as the Employer under this Plan, Any
termination of the Plan resulting from this'paragraph (b) is not effective- until compliance with any
applicable notice requirements.
19.04 Full Vesting on Termination. Upon either full or partial termination of the Plan, an affected
Participant's right to his Accrued Benefit is 100% Nonforfeitable, irrespective of the Nonforfeitable
percentage which otherwise would apply under Article VIII,
WSDRPLN\OO6 19.1
19.05 Termination.
(A) Procedure. Upon termination of the Plan, in order to liquidate the Trust, the Retirement
Committee shall either direct the Trustee to:
(a) distribute the present value of the Nonforfeitable Accrued Benefit of each Participant in one
lump sum; or
(b) distribute the Nonforfeitable Accrued Benefit of the Participants by purchasing a deferred
annuity contract for each Participant; or
(c) directly transfer the present value of the Nonforfeitable Accrued Benefit of each Participant to
another retirement plan described in Code g401 (a); or
(d) utilize any combination of the methods referenced in clauses (a), (b) or (c) above, as
determined in the sole discretion of the Retirement Committee,
The Retirement Committee, shall by resolution, specify the method of liquidating the Trust upon
termination of the Plan. The Trust will continue until the Trustee in accordance with the direction of the
Retirement Committee has distributed all of the benefits under the Plan,
(B) Freezing Plan/Mergers or Transfers. A resolution or amendment to freeze all future benefit
accrual but otherwise to continue maintenance of this Plan, is not a termination for purposes of this
Section 19.05. Furthermore, a merger or direct transfer described in Section 11.05 of the Plan is not a
termination for purposes of the special distribution provisions described in Section 19.05(A).
.
WSDB.PLN\OO6 19,2
ARTICLE A
APPENDIX TO PLAN AND TRUST AGREEMENT
USERRA Model Amendment
Notwithstanding any provision of this Plan. to the contrary, contributions, benefits and service credit
with respect to qualified military service will be provided in accordance with Code S414( u).
WSDB.PLN\006 . 19.3
IN WIlNESS WHEREOF, the Employer and the Trustee have executed this Plan and Trust in
(4"::> .~~
Winter Springs, Florida this e23 . day of. ,1998.
Jrf;yr-.
(/ .
Print jb 1f";4I r 1> R A-6--v
~~. 4L:uJ Its -MA~oR.
Print MAf(I.,.O M. HDpKl./~
TRUSTEE:
BOARD OF TRUSTEES OF THE
CITY OF WINTER SPRINGS
~~.~.I~ BY.~~
Print M.4RlrlJAt. Hcpt;lAJS Print OR fy) g-s u. I?Y (fA)
vLL Its ~,(LM~
...... ~
Print~~ L
WSDB.PLN\OO6 19.4
"