Exhibit 10.40



 







EXHIBIT 10.40




FEDERATED DEPARTMENT STORES, INC.




PROFIT SHARING 401(k) INVESTMENT PLAN




(Amending and restating the Federated Department Stores, Inc.

Retirement Income and Thrift Incentive Plan effective as of April 1, 1997)





 









 








FEDERATED DEPARTMENT STORES, INC.

PROFIT SHARING 401(k) INVESTMENT PLAN

(Amending and restating the Federated Department Stores, Inc.

Retirement Income and Thrift Incentive Plan effective as of April 1, 1997)




     This plan shall be known as the Federated Department Stores, Inc. Profit Sharing 401(k)
Investment Plan (the “Plan”).



     The Plan provides additional retirement income to persons who participate in the Plan. In
this regard, it is intended that the Plan (together with the trust used in conjunction with the
Plan) qualify as a tax-favored plan and trust under Sections 401(a) and 501(a) of the Code. The
Plan shall be interpreted in a manner consistent with Sections 401(a) and 501(a) of the Code
wherever possible.



     The Plan was adopted by Federated Department Stores, Inc. (“Federated”) effective as of
January 25, 1953 and has been amended many times since then. Prior to April 1, 1997, its name was
the Federated Department Stores, Inc. Retirement Income and Thrift Incentive Plan. Further,
effective as of April 1, 1997, Federated amended and restated the Plan and renamed it as the
Federated Department Stores, Inc. Profit Sharing 401(k) Investment Plan.



     By this document, Federated is again amending and restating the Plan effective as of April 1,
1997 in order to clarify certain provisions of the Plan and to collect into one document certain
amendments that had been made to the Plan after the initial April 1, 1997 amendment and restatement
of the Plan. This document supersedes such initial April 1, 1997 amendment and restatement of the
Plan and all amendments that had been made to the Plan after such initial April 1, 1997 amendment
and restatement and prior to the date that this document is signed.



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 1 DEFINITIONS
	 	 	1-1	 
	1.1 Accounts
	 	 	1-1	 
	1.2 Affiliated Employer
	 	 	1-1	 
	1.3 Annuity
	 	 	1-1	 
	1.4 Associated Employer
	 	 	1-1	 
	1.5 Board
	 	 	1-1	 
	1.6 Code
	 	 	1-1	 
	1.7 Committee
	 	 	1-1	 
	1.8 Compensation
	 	 	1-2	 
	1.9 Covered Compensation
	 	 	1-3	 
	1.10 Covered Employee
	 	 	1-3	 
	1.11 Effective Amendment Date
	 	 	1-5	 
	1.12 Employee
	 	 	1-5	 
	1.13 Employer
	 	 	1-5	 
	1.14 ERISA
	 	 	1-6	 
	1.15 Federated
	 	 	1-6	 
	1.16 Highly Compensated Employee
	 	 	1-6	 
	1.17 Investment Fund
	 	 	1-7	 
	1.18 Leased Employee
	 	 	1-7	 
	1.19 Leave of Absence
	 	 	1-7	 
	1.20 Non-Highly Compensated Employee
	 	 	1-8	 
	1.21 Normal Retirement Age
	 	 	1-8	 
	1.22 Participant
	 	 	1-8	 
	1.23 Plan
	 	 	1-8	 
	1.24 Plan Administrator
	 	 	1-8	 
	1.25 Plan Year
	 	 	1-8	 
	1.26 Savings Agreement
	 	 	1-8	 
	1.27 Spouse
	 	 	1-10	 
	1.28 Total Disability or Totally Disabled
	 	 	1-11	 
	1.29 Trust
	 	 	1-11	 
	1.30 Trustee
	 	 	1-11	 
	1.31 Trust Fund
	 	 	1-11	 
	 
	 	 	 	 
	SECTION 2 SERVICE DEFINITIONS AND RULES
	 	 	2-1	 
	2.1 Service Definitions
	 	 	2-1	 
	2.2 Special Credited Employment
	 	 	2-4	 
	2.3 Associated Employment
	 	 	2-4	 






i









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 3 ELIGIBILITY AND PARTICIPATION
	 	 	3-1	 
	3.1 Eligibility for Participation
	 	 	3-1	 
	3.2 Entry Date
	 	 	3-1	 
	3.3 Duration of Participation
	 	 	3-1	 
	3.4 Reinstatement of Participation
	 	 	3-1	 
	 
	 	 	 	 
	SECTION 4 SAVINGS AND ROLLOVER CONTRIBUTIONS
	 	 	4-1	 
	4.1 Effective Date of Savings Agreement
	 	 	4-1	 
	4.2 Amendment and Termination of Savings Agreement
	 	 	4-1	 
	4.3 Savings Contribution
	 	 	4-2	 
	4.4 Pre- and After-Tax Nature of Savings Contributions
	 	 	4-2	 
	4.5 Savings Contributions Eligible for Match
	 	 	4-3	 
	4.6 Rollover Contributions
	 	 	4-3	 
	4.7 Mistake of Fact
	 	 	4-4	 
	 
	 	 	 	 
	SECTION 4A AVERAGE ACTUAL DEFERRAL PERCENTAGE RESTRICTIONS
	 	 	4A-1	 
	4A.1 Average Actual Deferral Percentage Limits
	 	 	4A-1	 
	4A.2 Special Rules for Average Actual Deferral Percentage Limits
	 	 	4A-1	 
	4A.3 Distribution on Excess Contributions
	 	 	4A-2	 
	4A.4 Definitions for Average Actual Deferral Percentage Limits
	 	 	4A-5	 
	4A.5 Disaggregating Portions of Plan
	 	 	4A-6	 
	 
	 	 	 	 
	SECTION 4B EXCESS DEFERRAL DISTRIBUTIONS
	 	 	4B-1	 
	4B.1 Distribution of Excess Deferral
	 	 	4B-1	 
	4B.2 Special Rules Applicable to Distribution of Excess Deferral
	 	 	4B-1	 
	4B.3 Definitions for Excess Deferral Requirements
	 	 	4B-3	 
	 
	 	 	 	 
	SECTION 5 MATCHING CONTRIBUTIONS
	 	 	5-1	 
	5.1 Annual Amount of Matching Contributions
	 	 	5-1	 
	5.2 Time and Form of Matching Contributions
	 	 	5-2	 
	5.3 Mistake of Fact
	 	 	5-3	 
	 
	 	 	 	 
	SECTION 5A AVERAGE ACTUAL CONTRIBUTION PERCENTAGE RESTRICTIONS
	 	 	5A-1	 
	5A.1 Average Actual Contribution Percentage Limits
	 	 	5A-1	 
	5A.2 Special Rules for Average Actual Contribution Percentage Limits
	 	 	5A-2	 
	5A.3 Distribution or Forfeiture of Excess Aggregate Contributions
	 	 	5A-3	 






ii









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	5A.4 Definitions for Average Actual Contribution Percentage Limits
	 	 	5A-7	 
	5A.5 Disaggregating Portions of Plan
	 	 	5A-9	 
	 
	 	 	 	 
	SECTION 6 ACCOUNTS AND THEIR ALLOCATIONS AND VESTING
	 	 	6-1	 
	6.1 Savings Accounts and Allocation of Savings Contributions Thereto
	 	 	6-1	 
	6.2 Matching Accounts and Allocation of Matching Contributions Thereto
	 	 	6-2	 
	6.3 Rollover Accounts and Allocation of Rollover Contribution Thereto
	 	 	6-3	 
	6.4 Retirement Income Accounts
	 	 	6-4	 
	6.5 Allocation of Forfeitures
	 	 	6-4	 
	6.6 Maximum Annual Addition to Accounts
	 	 	6-4	 
	6.7 Investment of Accounts
	 	 	6-5	 
	6.8 Allocation of Income and Losses of Investment Funds to Accounts
	 	 	6-5	 
	6.9 Loans to Participants
	 	 	6-5	 
	6.10 Deduction of Benefit Payments, Forfeitures, and Withdrawals
	 	 	6-9	 
	6.11 Account Balances
	 	 	6-9	 
	6.12 Vested Rights
	 	 	6-9	 
	6.13 Voting of Federated Common Shares Held in Investment Fund
	 	 	6-11	 
	 
	 	 	 	 
	SECTION 6A MAXIMUM ANNUAL ADDITION LIMITS
	 	 	6A-1	 
	6A.1 Maximum Annual Addition Limit—Separate Limitation as to This
Plan
	 	 	6A-1	 
	6A.2 Maximum Annual Addition Limit—Combined Limitation for This Plan
and Other Defined Benefit Plans
	 	 	6A-4	 
	 
	 	 	 	 
	SECTION 6B INVESTMENT OF ACCOUNTS
	 	 	6B-1	 
	6B.1 General Rules for Investment of Accounts
	 	 	6B-1	 
	6B.2 Investment Funds
	 	 	6B-2	 
	 
	 	 	 	 
	SECTION 7 WITHDRAWALS DURING EMPLOYMENT
	 	 	7-1	 
	7.1 Withdrawals of After-Tax Savings and Rollover Contributions
	 	 	7-1	 
	7.2 Withdrawals of Pre-Tax Savings Contributions
	 	 	7-1	 
	7.3 Requirements for Hardship Withdrawals
	 	 	7-2	 
	7.4 Suspension of Savings Contributions
	 	 	7-4	 
	7.5 Reduction of Post-Withdrawal Pre-Tax Savings Contributions
	 	 	7-4	 
	 
	 	 	 	 
	SECTION 8 DISTRIBUTIONS ON ACCOUNT OF TERMINATION
OF EMPLOYMENT FOR REASONS OTHER THAN DEATH
	 	 	8-1	 
	8.1 Distribution of Retirement Benefit
	 	 	8-1	 






iii









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	8.2 Required Commencement Date
	 	 	8-2	 
	8.3 Forfeiture of Nonvested Accounts on Termination of Employment
	 	 	8-3	 
	8.4 Special Rules as to Effect of Rehirings on Accounts
	 	 	8-3	 
	8.5 Source of Restorals
	 	 	8-4	 
	8.6 Application of Forfeitures
	 	 	8-4	 
	 
	 	 	 	 
	SECTION 8A FORM OF DISTRIBUTION OF SAVINGS, ROLLOVER,
AND MATCHING ACCOUNTS
	 	 	8A-1	 
	8A.1 Section Applies Only to Savings, Rollover, and Matching Accounts
	 	 	8A-1	 
	8A.2 Normal Form of Savings Benefit—Lump Sum Payment
	 	 	8A-1	 
	8A.3 Optional Annuity Form of Benefit Rules
	 	 	8A-1	 
	8A.4 Normal Form of Annuity Benefit
	 	 	8A-3	 
	8A.5 Election Out of Normal Annuity Form
	 	 	8A-3	 
	8A.6 Optional Annuity Forms
	 	 	8A-4	 
	8A.7 Annuity Definitions
	 	 	8A-4	 
	8A.8 Minimum Required Installment/Lump Sum Form of Benefit
	 	 	8A-5	 
	 
	 	 	 	 
	SECTION 8B FORM OF DISTRIBUTION OF RETIREMENT INCOME
ACCOUNTS
	 	 	8B-1	 
	8B.1 Section Applies Only to Retirement Income Accounts
	 	 	8B-1	 
	8B.2 Normal Form of Profit Sharing Benefit—Qualified Annuity Forms
	 	 	8B-1	 
	8B.3 Election Out of Normal Form
	 	 	8B-1	 
	8B.4 Regular Optional Forms
	 	 	8B-2	 
	8B.5 Annuity Form of Benefit Rules
	 	 	8B-3	 
	8B.6 Annuity Definitions
	 	 	8B-3	 
	8B.7 Required Lump Sum Form for Small Profit Sharing Benefit
	 	 	8B-4	 
	8B.8 Optional Minimum Required Installment/Lump Sum Form of Benefit
	 	 	8B-4	 
	 
	 	 	 	 
	SECTION 9 DISTRIBUTIONS ON ACCOUNT OF DEATH
	 	 	9-1	 
	9.1 Distribution of Death Benefit
	 	 	9-1	 
	9.2 Time of Death Benefit
	 	 	9-1	 
	9.3 Normal Form of Death Benefit—Lump Sum Payment
	 	 	9-1	 
	9.4 Optional Annuity Form of Death Benefit Rules
	 	 	9-2	 
	9.5 Annuity Definitions
	 	 	9-2	 
	9.6 Designation of Beneficiary
	 	 	9-3	 






iv









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 9A SPECIAL SPOUSAL DEATH BENEFIT DISTRIBUTION RULES
FOR RETIREMENT INCOME ACCOUNTS
	 	 	9A-1	 
	9A.1 Section Applies Only to Retirement Income Accounts
	 	 	9A-1	 
	9A.2 Time of Profit Sharing Death Benefit
	 	 	9A-1	 
	9A.3 Normal Form of Profit Sharing Death Benefit
	 	 	9A-1	 
	9A.4 Election Out of Normal Form
	 	 	9A-1	 
	9A.5 Optional Forms
	 	 	9A-2	 
	9A.6 Annuity Form of Benefit Rules
	 	 	9A-2	 
	9A.7 Required Lump Sum Form for Small Profit Sharing Death Benefit
	 	 	9A-3	 
	9A.8 Annuity Definitions
	 	 	9A-4	 
	9A.9 Designation of Beneficiary
	 	 	9A-4	 
	 
	 	 	 	 
	SECTION 10 ADDITIONAL DISTRIBUTION PROVISIONS
	 	 	10-1	 
	10.1 Allocation of Contributions After Distribution
	 	 	10-1	 
	10.2 Determination of Proper Party for Distribution and Forfeiture When
Proper Party Cannot Be Located
	 	 	10-1	 
	10.3 Reemployed Participant
	 	 	10-2	 
	10.4 Nonalienation of Benefits
	 	 	10-2	 
	10.5 Incompetency
	 	 	10-3	 
	10.6 Legal Distribution Limits
	 	 	10-3	 
	10.7 Distribution Form Notices
	 	 	10-3	 
	10.8 Direct Rollover Distributions
	 	 	10-4	 
	10.9 Distribution Restrictions
	 	 	10-5	 
	10.10 Coverage of Pre-Effective Amendment Date Participants
	 	 	10-5	 
	 
	 	 	 	 
	SECTION 11 NAMED FIDUCIARIES
	 	 	11-1	 
	 
	 	 	 	 
	SECTION 12 ADMINISTRATIVE AND INVESTMENT COMMITTEE
	 	 	12-1	 
	12.1 Appointment of Committee
	 	 	12-1	 
	12.2 General Powers of Committee
	 	 	12-1	 
	12.3 Records of Plan
	 	 	12-3	 
	12.4 Actions of Committee
	 	 	12-3	 
	12.5 Compensation of Committee and Payment of Plan Administrative and
Investment Charges
	 	 	12-3	 
	12.6 Limits on Liability
	 	 	12-4	 
	12.7 Claims Procedure
	 	 	12-4	 
	12.8 Limits on Duties
	 	 	12-6	 
	12.9 Appointment of Investment Manager
	 	 	12-6	 






v









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	SECTION 13 TERMINATION OR AMENDMENT
	 	 	13-1	 
	13.1 Right to Terminate
	 	 	13-1	 
	13.2 Full Vesting Upon Termination or Complete Discontinuance of
Contributions
	 	 	13-1	 
	13.3 Effect of Termination oflan or Complete Discontinuance of
Contributions
	 	 	13-1	 
	13.4 Amendment of Plan
	 	 	13-2	 
	 
	 	 	 	 
	SECTION 14 TOP HEAVY PROVISIONS
	 	 	14-1	 
	14.1 Determination of Whether Plan is Top Heavy
	 	 	14-1	 
	14.2 Effect of Top Heavy Status on Vesting
	 	 	14-5	 
	14.3 Effect of Top Heavy Status on Contributions
	 	 	14-5	 
	14.4 Effect of Top Heavy Status on Combined Maximum Plan Limits
	 	 	14-6	 
	 
	 	 	 	 
	SECTION 15 MISCELLANEOUS
	 	 	15-1	 
	15.1 Trust
	 	 	15-1	 
	15.2 Mergers, Consolidations, and Transfers of Assets
	 	 	15-1	 
	15.3 Benefits and Service for Military Service
	 	 	15-2	 
	15.4 Correction of Inadvertent Errors
	 	 	15-2	 
	15.5 Application of Certain Plan Provisions to Prior Plans
	 	 	15-2	 
	15.6 Authority to Act for Federated or Other Employer
	 	 	15-3	 
	15.7 Relationship of Plan to Employment Rights
	 	 	15-3	 
	15.8 Applicable Law
	 	 	15-3	 
	15.9 Agent for Service of Process
	 	 	15-3	 
	15.10 Reporting and Disclosure
	 	 	15-3	 
	15.11 Separability of Provisions
	 	 	15-3	 
	15.12 Counterparts
	 	 	15-3	 
	15.13 Headings
	 	 	15-4	 
	15.14 Construction
	 	 	15-4	 
	15.15 Applicable Benefit Provisions
	 	 	15-4	 
	15.16 Employment Rule
	 	 	15-4	 
	15.17 Special Rules for Employees Transferring To or From Noncovered
Employment
	 	 	15-4	 
	15.18 Special 1999 Matching Contributions Rule
	 	 	15-5	 
	 
	 	 	 	 
	SIGNATURE PAGE
	 	 	S-1	 






vi









 






SECTION 1




DEFINITIONS




     As used in this Plan, the following general terms shall have the meanings indicated below
unless it is clear from the context that another meaning is intended:



     1.1 Accounts — means, with respect to any Participant, the bookkeeping accounts
established by the Committee for the Participant in accordance with the provisions of this Plan,
and as to which contributions, forfeitures, and Trust income and losses may be allocable under the
Plan. The specific types and names of Accounts provided for a Participant under the Plan are set
forth in the subsequent provisions of the Plan. Any reference to an Account (or to a portion of an
Account) in this Plan shall also be deemed a reference to all amounts allocated to such Account (or
to such Account portion) under this Plan.



     1.2 Affiliated Employer — means each corporation which is a member of a controlled
group of corporations (within the meaning of Section 414(b) of the Code as modified when applicable
by Section 415(h) of the Code) of which the Employer is a member, each other corporation,
partnership, or other organization which is part of a group of trades or businesses under common
control (within the meaning of Section 414(c) of the Code as modified when applicable by Section
415(h) of the Code) with the Employer, each other corporation, partnership, or other organization
which is a member of an affiliated service group (within the meaning of Section 414(m) of the Code)
which includes the Employer, and each other corporation, partnership, or other organization
required to be aggregated with the Employer under Section 414(o) of the Code; except that any
corporation, partnership, or other organization which is considered a part of the Employer as
defined in Section 1.10 below shall not also be considered an Affiliated Employer for purposes of
the Plan.



     1.3 Annuity — means a form of benefit without life insurance which provides for equal
payments at regular installments over more than a one-year period.



     1.4 Associated Employer — means each and any corporation, partnership, or other
organization which is either part of the Employer or an Affiliated Employer.



     1.5 Board — means the Board of Directors of Federated.



     1.6 Code — means the Internal Revenue Code of 1986 and the sections thereof, as such
law and sections exist as of the Effective Amendment Date or may thereafter be amended or
renumbered.



     1.7 Committee — means the committee appointed by Federated to serve as the
administrative and investment committee described in Section 12 below. Federated may appoint the



1-1









 







same committee to perform the duties and responsibilities of the committee under this Plan and the
committee under any other tax-qualified retirement or savings plan maintained by any Associated
Employer.



     1.8 Compensation — means, with respect to an Employee and for any period, the amount
determined as follows:



          1.8.1 Subject to Sections 1.8.2, 1.8.3, and 1.8.4 below, the Employee’s “Compensation” for any
period shall mean his or her wages (within the meaning of Section 3401(a) of the Code) and all
other compensation paid to the Employee by each Associated Employer (in the course of the
Associated Employer’s trade or business) for his or her services as an Employee and for which the
Associated Employer is required to furnish the Employee a written statement under Section
6051(a)(3) of the Code (e.g., compensation reported in Box 1 on a Form W-2). Such
Compensation shall be determined without regard to any rules under Section 3401(a) of the Code that
limit the remuneration included in wages based on the nature or location of the employment or the
services performed. In addition, the Employee’s Compensation shall not be aggregated for Plan
purposes with the Compensation of any other Employee, including any other Employee who is a family
member of the subject Employee.




          1.8.2 In addition to the amounts included in the Employee’s “Compensation” for any specified
period under Section 1.8.1 above, and notwithstanding the provisions of such section, the
Employee’s “Compensation” for any period shall also include any amounts which are not treated as
the Employee’s Compensation for such specified period under Section 1.8.1 above solely because such
amounts are considered elective contributions that are made by an Associated Employer on behalf of
the Employee and are not includable in the Employee’s gross income for Federal income tax purposes
by reason of Section 125, 402(e)(3), 402(h), and/or 132(f)(4) of the Code (i.e., elective
contributions under a cafeteria plan, a cash or deferred arrangement in a profit sharing plan, a
simplified employee pension plan, or an arrangement under which qualified transportation fringes
can be chosen) or any other types of deferred compensation or contributions described in Code
Section 414(s)(2) or Treas. Reg. Section 1.414(s)-1(c)(4); except that the treating of elective
contributions that are not includable in gross income under Code Section 132(f)(4) as part of the
Employee’s Compensation shall only apply when the specified period begins on or after January 1,
2001.




          1.8.3 Notwithstanding the foregoing provisions of this Section 1.8, the Employee’s
“Compensation” for such specified period shall not include any reimbursements or other expense
allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation, and welfare
benefits (even if included in the Employee’s income for Federal income tax purposes), except that
the items described in this Section 1.8.3 shall not cause any amounts described in Section 1.8.2
above to be excluded from his or her “Compensation.”




          1.8.4 Finally, notwithstanding any of the of the foregoing provisions of this Section 1.8, the
“Compensation” of the Employee for any twelve consecutive month period




1-2









 







which is taken into account under any other provision of the Plan shall not exceed $160,000 (or any higher amount to which this
figure is adjusted under Section 401(a)(17) of the Code by the Secretary of the Treasury or his or
her delegate for the calendar year in which such twelve consecutive month period begins).




     1.9 Covered Compensation — means, with respect to an Employee and for any period, the
amount that would be considered the Employee’s Compensation for such specified period under the
provisions of Section 1.8 above if: (1) each reference to “Employee,” “Associated Employer,” or
“Associated Employer’s” that is contained in Section 1.8 above were instead a reference to “Covered
Employee,” “Employer,” and “Employer’s,” respectively; and (2) if the Employee’s Compensation for
such specified period did not include any of the following types of irregular or additional
compensation: director’s fees; contributions made to or payments received from a plan of deferred
compensation; amounts realized from or recognized by reason of a restricted stock award; amounts
realized from or recognized by reason of stock appreciation rights; amounts realized from or
recognized by reason of the exercise of a stock option or the disposition of stock acquired under a
stock option; long-term cash bonuses based on meeting performance goals which are measured over
more than a one year period; moving expense reimbursements or payments made to cover mortgage
interest differentials resulting from a move; merchandise or savings bond awards; reimbursements
for tuition or educational expenses; cost of living allowances; amounts resulting from a
forgiveness of a loan; retention bonuses that either are paid under an Employer policy which states
that such bonuses shall not be considered as compensation under the Plan or under the Employer’s
retirement plans in general or are paid by reason of or in accordance with the approval of an order
of a court; severance pay (unless an Employer policy under which such severance pay is paid states
that such bonuses or pay shall be considered as compensation under the Plan or under the Employer’s
retirement plans in general), including but not limited to severance pay paid by reason of or in
accordance with the approval of an order of a court; amounts which represent a sign-on bonus for
agreeing to be employed by the Employer; sick pay or disability payments made under a third-party
payor arrangement; any imputed income or the like arising under welfare or other fringe benefit
plans or programs (including but not limited to group term life insurance, use of employer cars,
financial counseling, and employee discounts); any payments made to cover any personal income taxes
resulting from the imputing of income by reason of welfare or other fringe benefits; and any lump
sum severance payments, or any lump sum payments in settlement of disputes involving termination of
employment, which are not otherwise described in this Section 1.9.



     1.10 Covered Employee — is used herein only to refer to an individual who is eligible
to be a Participant in the Plan if and after he or she meets all of the participation requirements
set forth in Section 3 below (including certain minimum age and minimum service requirements set
forth in Section 3 below) and means an individual who qualifies as a “Covered Employee” under the
following provisions:



          1.10.1 Subject to the following provisions of this Section 1.10, a person shall be considered
a “Covered Employee” for any period only if he or she is or was during such period an Employee of
the Employer.




1-3









 








          1.10.2 Notwithstanding the provisions of Section 1.10.1 above, a person shall not in any event
be considered a “Covered Employee” for any period during which he or she is not or was not on the
employee payroll of the Employer or during which he or she is or was a Leased Employee (unless
Federated has expressly agreed to his or her being considered a Covered Employee for purposes of
this Plan). In particular, unless Federated has expressly agreed to his or her being considered a
Covered Employee for purposes of this Plan, it is expressly intended that any person not treated as
an employee by the Employer on its employee payroll records (for example, when the Employer treats
the person as an independent contractor and/or reports his or her compensation from the Employer on
any type of Form 1099 or any successor form thereto) shall not be considered a Covered Employee for
purposes of this Plan even if a court or administrative agency determines that such individual is a
common law employee of the Employer.




          1.10.3 Also notwithstanding the provisions of Section 1.10.1 above, none of the following
individuals shall be considered a “Covered Employee” for purposes of the Plan: (1) a director of
the Employer who is not employed by the Employer in any other capacity; (2) except where Federated
has otherwise agreed, any person whose compensation is paid by the Employer for the lessee of a
leased department in a store operated by the Employer; (3) any person who is stationed outside the
United States from the time he or she first becomes employed by the Employer or who receives his or
her Compensation in foreign currency; (4) any person whose compensation consists solely of a
retainer or fee; or (5) any person who is represented by a collective bargaining unit unless a
collective bargaining agreement between the authorized representatives of such collective
bargaining unit and the Employer approves such person’s eligibility to participate in plans both
(x) which are qualified as tax-favored plans under Section 401(a) of the Code and (y) the sponsor
(as such term is defined in ERISA) of which is the Employer.




          1.10.4 Also, subject to the following provisions of this Section 1.10.4 but notwithstanding
the provisions of Section 1.10.1 above, unless included in the Plan by action of the Board or
pursuant to an applicable collective bargaining agreement, a “Covered Employee” for purposes of the
Plan shall not include any person who is a participant, eligible for participation, or in the
process of qualifying for participation in any other defined contribution plan (within the meaning
of Section 414(i) of the Code) which qualifies under Section 401(a) of the Code and the cost of
which is borne, in whole or in part, by any Associated Employer. However, a person who otherwise
qualifies as a “Covered Employee” under the other provisions of this Section 1.10 shall not be
considered other than a “Covered Employee” merely because of his or her participation in another
plan if such participation relates solely to employment which preceded the date on which he or she
would otherwise become a Participant under the Plan and the person’s benefits under such other plan
relate solely to contributions made with respect to such past service.




          1.10.5 Further, when any corporation which is part of the Employer at any point in time later
loses its status as being part of the Employer (because it no longer is part of a controlled group
of corporations which includes Federated or because of any other reason), all persons who are




1-4









 







considered “Covered Employees” under this Plan solely by reason of their employment by such
corporation immediately prior to such corporation losing its status as part of the Employer shall
no longer be considered “Covered Employees” under this Plan upon such corporation’s loss of
Employer status.




     1.11 Effective Amendment Date — means the effective date of this amendment and
restatement of the Plan, which is April 1, 1997.



     1.12 Employee — means any person who either (1) is employed as a common law employee
of an Associated Employer (i.e., a person whose work procedures are subject to control by
an Associated Employer), including any such person who is absent from active service with an
Associated Employer by reason of a leave of absence approved by the Associated Employer, or (2) is
a Leased Employee. An individual who is otherwise considered an Employee under the foregoing
provisions of this Section 1.12 shall not be considered to have ceased to be an Employee merely
because his or her active services for the Employer have been limited or ended where the individual
continues to receive ongoing, systematic pay from the Employer (including when such pay is given by
reason of accrued
vacation pay, pay for his or her final pay periods, payments required by an employment contract for
a specific term, or a similar factor) or because he or she is on a Leave of Absence.



     1.13
Employer — means, except as is otherwise provided in this Section 1.13, each
corporation which is a member of a controlled group of corporations (within the meaning of Section
414(b) of the Code) which includes Federated and each other corporation, partnership, or other
organization which is part of a group of trades or businesses under common control (within the
meaning of Section 414(c) of the Code) with Federated. Except where the context otherwise is
clear, any reference to the Employer in this Plan shall be deemed to be referring collectively to
all of the corporations, partnerships, and other organizations which comprise the Employer.
Notwithstanding the foregoing, the following provisions of this Section 1.13 apply in determining
the corporations, partnerships, and other organizations that comprise the Employer for purposes of
the Plan:



          1.13.1 Any corporation, partnership, or other organization (for purposes of this Section
1.12.1, an “acquired company”) that first becomes a member of a controlled group of corporations
(within the meaning of Section 414(b) of the Code) which includes Federated or a part of a group of
trades or businesses under common control (within the meaning of Section 414(c) of the Code) with
Federated after the Effective Amendment Date as a result of the acquisition by Federated and/or
another member of the Employer of the stock or interests of the acquired company or substantially
all of the assets of a trade or business previously operated by another organization shall not be
considered a part of the Employer unless and until the first date as of which both (1) the
agreements by which such stock, interests, or assets were acquired by Federated and/or another
member of the Employer do not require that the employees of the acquired company be eligible to
actively participate in another defined contribution plan (within the meaning of Section 414(i) of
the Code) maintained by the acquired company or another




1-5









 







Affiliated Employer (and do not otherwise
prohibit the employees of the acquired company from participating in the Plan) and (2) Federated
has taken such actions (such as, but not necessarily limited to, the providing of enrollment forms
and notices) so as to permit employees of the acquired company to begin participating in the Plan
as of such date.




          1.13.2 Consistent with the provisions of Section 1.13.1 above, Fingerhut Companies, Inc. (for
purposes of this Section 1.13.2 and together with any corporate successor thereto, “Fingerhut”),
the stock of which was acquired by Federated as of March 18, 1999, and Fingerhut’s subsidiaries
shall not, for any date that occurs on or after March 18, 1999 and prior to the first date as of
which both of the conditions set forth in clauses (1) and (2) of Section 1.13.1 above are met, be
considered a part of the Employer for purposes of the Plan. For purposes hereof, a “subsidiary” of
Fingerhut means any corporation, partnership, or other organization other than Fingerhut which is
in a chain of corporations, partnerships, and/or other organizations that begins with Fingerhut and
in which at least 80% of the voting interests in such corporation, partnership, or other
organization in such chain (other than Fingerhut) is owned by Fingerhut or another corporation,
partnership, or other organization in such chain.




     1.14 ERISA — means the Employee Retirement Income Security Act of 1974 and the
sections thereof, as such law and sections exist as of the Effective Amendment Date or may
thereafter be amended or renumbered.



     1.15 Federated — means Federated Department Stores, Inc., or any corporate successor
thereto. Federated is the sponsor of this Plan.



     1.16 Highly Compensated Employee — means, with respect to any Plan Year (for purposes
of this Section 1.16, the “subject Plan Year”), any person who is a highly compensated employee
(within the meaning of Section 414(q) of the Code) for the subject Plan Year, in accordance with
the following rules:



          1.16.1 Under the provisions of Code Section 414(q) as in effect on the Effective Amendment
Date, subject to any subsequent changes to such Code Section, a person shall be considered as a
highly compensated employee for the subject Plan Year if he or she an Employee during at least part
of such Plan Year and (1) was at any time a 5% owner (as defined in Section 416(i)(1) of the Code)
of any Associated Employer during the subject Plan Year or the immediately preceding Plan Year (for
purposes of this Section 1.16, the “look-back Plan Year”) or (2) received Compensation in excess of
$80,000 in the look-back Plan Year (except that, if the look-back Plan Year begins before January
1, 1998, a person’s “Compensation” for such look-back Plan Year shall for purposes of this Section
1.16 be deemed to exclude all of the items described in clause (2) of Section 1.9 above).




          1.16.2 The $80,000 amount set forth in Section 1.16.1 above shall be adjusted for each Plan
Year beginning after the Effective Amendment Date in accordance with the adjustment to




1-6









 







such amount made by the Secretary of the Treasury or his or her delegate under Section 414(q)(1) of the Code.




          1.16.3 Finally, a person shall be considered a highly compensated employee for the subject
Plan Year under the provisions of Code Section 414(q) as in effect on the Effective Amendment Date
if he or she separated from service (or was deemed to have separated from service under Treasury
regulations issued under Section 414(q) of the Code) prior to the subject Plan Year, if he or she
performs no services for the Employer during the subject Plan Year, and if he or she was considered
a highly compensated employee under the provisions of Code Section 414(q) for either the Plan Year
in which he or she separated from service (or was deemed to have separated from service) or any
Plan Year ending on or after the person’s 55th birthday.




     1.17 Investment Fund — means one of the separate commingled investment funds
established under the Trust which are used for the investment of assets of the Plan. The specific
Investment Funds used for the Plan are described in the subsequent provisions of the Plan.



     1.18 Leased Employee — means any person who is a leased employee (within the meaning
of Section 414(n) of the Code) of an Associated Employer. Under Code Section 414(n), subject to
any subsequent changes to such Code Section, a leased employee is an individual who provides
services to a recipient, in a capacity other than as a common law employee of the recipient, in
accordance with each of the following three requirements: (1) the services are provided pursuant
to an agreement between the recipient and one or more leasing organizations; (2) the individual has
performed such services for the recipient on a substantially full-time basis for a period of at
least one year; and (3) such services are performed under the primary direction or control by the
recipient. The determination of
who is a Leased Employee shall be consistent with any regulations issued under Section 414(n) of
the Code.



     1.19 Leave of Absence — means, with respect to an Employee, any period of the
Employee’s absence from service with an Associated Employer which does not constitute a quit,
retirement, or discharge under any uniform and nondiscriminatory personnel policy of the Associated
Employer which applies to the class of Employees to which such Employee belongs. A Leave of
Absence shall in any event include an absence of the Employee from service for maternity or
paternity reasons. An absence for “maternity or paternity reasons” means an absence from service
(1) by reason of the pregnancy of the Employee, (2) by reason of the birth of a child of the
Employee, (3) by reason of the placement of a child with the Employee in connection with the
adoption of such child by the Employee, or (4) for purposes of caring for such child for a period
immediately following such birth or placement. An Employee shall be treated as still being an
Employee for purposes of the Plan while on a Leave of Absence, but he or she shall be treated as
having terminated his or her employment with the Employer at the end of any Leave of Absence unless
at such time he or she returns to service with an Associated Employer or is granted by an
Associated Employer an extension of the approved leave of absence period.



1-7









 





     1.20 Non-Highly Compensated Employee — means, with respect to any Plan Year, any
person who is an Employee during at least part of such Plan Year and who is not a Highly
Compensated Employee with respect to such Plan Year.



     1.21 Normal Retirement Age — means, with respect to any Participant, the later of: (1)
the date the Participant first reaches age 65; or (2) the fifth annual anniversary of the date the
Participant first becomes a Participant in the Plan. A Participant shall be fully vested in his or
her Accounts if, while an Employee, he or she attains the date which would be his or her Normal
Retirement Age under this Section 1.20.



     1.22 Participant — means, at any relevant time, any person who at such time either is
eligible to actively participate in the Plan or still has accrued benefits held under the Plan.
Except as may otherwise be provided in Section 4.6 below, the provisions of Section 3 below
determine when a person is a Participant on or after the Effective Amendment Date.



     1.23 Plan — means the Federated Department Stores, Inc. Profit Sharing 401(k)
Investment Plan, as currently set forth in this document and as may be amended hereinafter. In
addition, any reference to the “Plan” contained in this document also refers to all defined
contribution plans which preceded and were continued by this current version of the Plan or any
such other preceding plan, and any defined contribution plans which are or were merged into or have
or had assets and liabilities directly transferred to this Plan as currently constituted or any of
such other preceding plans, with all such other preceding and merged or transferred plans being
referred to herein as the “Prior Plans.” The provisions of the Prior Plans are hereby incorporated
by reference in this document to the extent necessary to apply any provision of this document. In
this regard, the Prior Plans include, but are not limited to, the Federated Department Stores, Inc.
Retirement Income and Thrift Incentive Plan as in effect prior to the Effective Amendment Date (for
purposes of this Section 1.23, the “prior Federated Savings Plan”), the Broadway Stores Inc. 401(k)
Savings and Investment Plan (which was merged into
the prior Federated Savings Plan as of March 31, 1997), the R.H. Macy & Co., Inc. Savings Plan
(which was merged into the prior Federated Savings Plan as of March 31, 1997), and the Federated
Savings Plan for Employees of Lazarus PA, Inc. (which was merged into the prior Federated Savings
Plan as of March 31, 1997).



     1.24 Plan Administrator — means Federated.



     1.25 Plan Year — means the calendar year.



     1.26 Savings Agreement — means, with respect to a Participant and for any specified
period that the agreement is in effect, any agreement enrolled in (or deemed enrolled in under the
provisions of the Plan) by the Participant and under which the Participant elects (or is deemed to
elect) that his or her Covered Compensation for the specified period is to be reduced on a pre-tax
basis and/or after-tax basis (in 1% increments up to 15%) or that no part (0%) of his or her
Covered Compensation is to be reduced on either a pre-tax or after-tax basis. Any Savings
Agreement is subject to the following provisions:



1-8









 





          1.26.1 In no event may a Participant’s Covered Compensation for any specified period be
reduced on either a pre-tax or after-tax basis or on an aggregate basis by more than 15% pursuant
to a Savings Agreement. The Committee may, in order to make it easier for the Plan to meet the
limits set forth in Sections 4A and 5A below, further restrict the amount by which any Participant
who is then believed to be a Highly Compensated Employee may have his or her Covered Compensation
reduced on either a pre-tax or after-tax basis or on an aggregate basis for a specified period
pursuant to a Savings Agreement to some lower percent.




          1.26.2 Also, in no event may a Participant’s Covered Compensation be reduced on a pre-tax
basis for any calendar year by more than $9,500 (or any higher amount to which this figure is
adjusted by the Secretary of the Treasury or his or her delegate for such calendar year pursuant to
Section 402(g) of the Code).




          1.26.3 Except as is otherwise provided in Sections 1.26.4, 1.26.5, and 1.26.6 below, a Savings
Agreement or amended Savings Agreement must be affirmatively enrolled in by a Participant on a form
prepared or approved for this purpose by the Committee and filed with a Plan representative, by a
communication to a Plan representative under a telephonic system approved by the Committee, or
under any other method approved by the Committee, with the specific method or methods to be used to
be chosen in its discretion by the Committee. The Committee may choose different methods to apply
to Participants in different situations (e.g., requiring a form to be used for new
Participant but a telephonic system to be used for other Participants). Regardless of what method
is to be used for a Participant, if the Participant properly enrolls in a Savings Agreement or
amends such an agreement under the method for doing so which applies to him or her and the type of
election he or she is making, for all other provisions of the Plan he or she will be deemed to have
“filed” with a Plan representative such agreement or amendment on the day he or she completes all
steps required by such method to enter into such agreement or amendment. Any Savings Agreement or
amendment of a Savings Agreement which is made by a Participant pursuant to the provisions of this
Section 1.26.3 shall become effective as of
the first date after such agreement or amendment is filed with a Plan representative on which the
Committee can reasonably put such agreement or amendment into effect.




          1.26.4 Any election made by a Participant who first becomes a Participant in the Plan prior to
January 1, 1999, and who does not otherwise affirmatively enroll in a Savings Agreement that
becomes effective pursuant to the provisions of Section 1.26.3 above by the first date on which he
or she is entitled to receive Compensation from the Employer (for purposes of this Section 1.26.4,
the Participant’s “first pay day”), shall be deemed to have automatically enrolled in a Savings
Agreement under which no part (0%) of the Participant’s Covered Compensation is to be reduced on a
pre-tax or after-tax basis. Such initially deemed Savings Agreement shall become effective on the
Participant’s first pay day.




          1.26.5 Any Participant who first becomes a Participant in the Plan on or after January 1,
1999, and who does not otherwise affirmatively enroll in a Savings Agreement that




1-9









 







becomes effective pursuant to the provisions of Section 1.26.3 above by the first date on which he or she is entitled
to receive Compensation from the Employer (for purposes of this Section 1.26.5, the Participant’s
“first pay day”), shall be deemed to have automatically enrolled in a Savings Agreement under which
3% of the Participant’s Covered Compensation is reduced on a pre-tax basis and under which 0% of
his or her Covered Compensation is reduced on an after-tax basis, with such initially deemed
Savings Agreement becoming effective on the Participant’s first pay day, provided that (1) he or
she receives a notice from the Employer explaining his or her rights to elect to have no or a
different percent of his or her Covered Compensation reduced on a pre-tax basis under the Plan by
affirmatively enrolling in a Savings Agreement pursuant to the provisions of Section 1.26.3 above
and, after receiving such notice, (2) he or she is given a reasonable period before the
Participant’s first pay day to make such an election. If such conditions are not met, then such
Participant shall be deemed to have automatically enrolled in a Savings Agreement, to be effective
as of the Participant’s first pay day, under which no part (0%) of the Participant’s Covered
Compensation is to be reduced on a pre-tax or after-tax basis.




          1.26.6 Any Participant who is reinstated as an active Participant in the Plan (pursuant to
Section 3.4 below) after having previously been an active Participant in the Plan, and when the
Savings Agreement that had been in effect for the Participant on the latest date he or she last
previously had been an active Participant no longer is in effect, and who does not otherwise
affirmatively enroll in a Savings Agreement that becomes effective pursuant to the provisions of
Section 1.26.3 above by the first date after such reinstatement that the Participant is entitled to
receive Compensation from the Employer (for purposes of the Section 1.26.6, the Participant’s
“first post-reinstatement pay day”), shall be deemed to have automatically enrolled in a Savings
Agreement under which no part (0%) of the Participant’s Covered Compensation is to be reduced on a
pre-tax or after-tax basis. Such deemed Savings Agreement shall become effective on the
Participant’s first post-reinstatement pay day.




          1.26.7 Any Savings Agreement or amended Savings Agreement that becomes effective for a
Participant under any of the foregoing provisions of this Section 1.26 shall remain in effect until
the earlier of (1) the date the next amended Savings Agreement enrolled in by the Participant
pursuant to the provisions of Section 1.26.3 above becomes effective or (2) the expiration of a
reasonable administrative period after the Participant ceases to be an Employee. The reasonable
administrative
period referred to in clause (2) of the immediately preceding sentence shall be set by the
Committee in order to permit the Plan a reasonable period of time to render the applicable Savings
Agreement ineffective and generally will last for no more than 60 days after the Participant ceases
to be an Employee.




     1.27 Spouse — means, with respect to an Employee and at any relevant time, the
Employee’s husband or wife who is recognized as such under the laws of the State in which the
Employee resides at such time.



     1.28 Total Disability or Totally Disabled — means or refers, with respect to
any Participant, to the Participant’s permanent and continuous mental or physical inability by
reason of injury,



1-10









 







disease, or condition to meet the requirements of any employment for wage or
profit. A Participant shall be deemed to be disabled for purposes of this Plan only when both of
the following two requirements are met. First, a licensed physician or psychiatrist must provide
to the Plan a written opinion that the Participant is totally disabled as that term is defined
above. Second, the Participant must be eligible for and receive total disability benefits under
Section 223 of the Federal Social Security Act, as amended, or any similar or subsequent section or
act of like intent or purpose (unless the Committee determines, based on the written opinion of a
licensed physician or psychiatrist provided the Committee pursuant to the immediately preceding
sentence, that the Participant would be likely to qualify for such total disability benefits if he
or she survived a sufficient amount of time to be processed for and receive such benefits but that
he or she is also likely to die before he or she would otherwise be determined by the Social
Security Administration or other applicable government agency to qualify for or to receive such
benefits).



     1.29 Trust — means the trust agreement used from time to time as the funding media for
the Plan. The Trust is hereby deemed a part of this Plan.



     1.30 Trustee — means the person or entity serving from time to time as the Trustee
under the Trust.



     1.31 Trust Fund — means the trust fund established in accordance with the Trust.



1-11









 





SECTION 2




SERVICE DEFINITIONS AND RULES




     2.1 Service Definitions. For purposes of the Plan, the following terms related to
service shall have the meanings hereinafter set forth unless the context otherwise requires:



          2.1.1 Break-in-Service — means, with respect to an Employee, any period which meets
the following conditions:




               (a) The Employee shall be considered to have incurred a Break-in-Service for any Plan Year
which ends after the Effective Amendment Date and for which the Employee is credited with not more
than 500 Hours of Service.



               (b) If the Employee participated in a Prior Plan before the Effective Amendment Date, the
Employee shall also be considered to have incurred a Break-in-Service for any twelve month period
which occurs prior to January 1, 1997 to the extent that the provisions of the Prior Plan in which
he or she last actively participated prior to January 1, 1997 treated such period as a
break-in-service of the Employee as of December 31, 1996.



          2.1.2 Eligibility Service — means, with respect to an Employee, the Employee’s period
of service with the Associated Employers to be taken into account for purposes of determining his
or her eligibility to become a Participant in the Plan, computed as follows:




               (a) An Employee who completes at least 1,000 Hours of Service during the twelve consecutive
month period commencing on his or her Employment Date shall be credited with one year of
Eligibility Service at the end of such twelve consecutive month period.



               (b) Further, an Employee who fails to complete at least 1,000 Hours of Service during the
twelve consecutive month period commencing on his or her Employment Date shall be credited with one
year of Eligibility Service at the end of the first Plan Year commencing after such Employment Date
during which he or she completes at least 1,000 Hours of Service.



               (c) For an Employee who both (1) ceases to be an Employee prior to completing at least 1,000
Hours of Service in a computation period described in paragraph (a) or (b) above, and (2) suffers a
Break-in-Service before being subsequently reemployed by an Associated Employer, his or her service
with the Associated Employers prior to his or her reemployment shall be disregarded in determining
the Eligibility Service he or she needs under the Plan to become a Participant (and his or her
Reemployment Date shall be treated as if it were his or her Employment Date for such purposes).



2-1









 





          2.1.3 Employment Date — means, with respect to an Employee, the date on which the
Employee first performs an Hour of Service.




          2.1.4 Hour of Service — means, with respect to an Employee, each hour for which the
Employee: (1) is paid, or is entitled to payment, for the performance of duties as an Employee;
(2) is directly or indirectly paid, or is entitled to payment, for a period of time (without regard
to whether the employment relationship is terminated) when he or she performs no duties as an
Employee due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty,
military duty, or leave of absence; or (3) is paid for any reason in connection with his or her
employment as an Employee an amount as “back pay,” irrespective of mitigation of damages. The
crediting of Hours of Service to an Employee under the Plan shall also be subject to the following
provisions:




               (a) Notwithstanding the foregoing provisions of this Section 2.1.4, an Hour of Service shall
not be credited to an Employee on account of a payment which solely reimburses such Employee for
medical, or medically related, expenses incurred by or on behalf of the Employee.



               (b) Also, subject to the other provisions of this Section 2.1.4, Hour of Service credit shall
be calculated in accordance with paragraphs (b) and (c) of 29 C.F.R. Section 2530.200b-2 of the
Department of Labor Hour of Service Regulations, which paragraphs are hereby incorporated by
reference into this Plan.



               (c) Any Employee who is exempt from the minimum wage and overtime pay requirements of the
Federal Fair Labor Standards Act, and as to whom records of actual hours worked are thereby not
needed to be kept for such purposes, shall be credited with: (1) if the period on which such
Employee is paid is a week (or a multiple of a week), 45 Hours of Service for each week included in
each such period for which he or she would be credited with at least one Hour of Service under the
other provisions of this Section 2.1.4; (2) if the period on which such Employee is paid is a
semi-monthly period, 95 Hours of Service for each such semi-monthly payroll period for which he or
she would be credited with at least one Hour of Service under the other provisions of this Section
2.1.4; or (3) if the period on which such Employee is paid is a month (or a multiple of a month),
190 Hours of Service for each month included in each such period for which he or she would be
credited with at least one Hour of Service under the other provisions of this Section 2.1.4.



               (d) Hours of Service to be credited to an Employee in connection with each period (1) which is
of no more than 31 days, (2) which begins on the first day of a pay period for the Employee (for
purposes of this paragraph (d), the “initial pay period”), (3) which ends on the last day of the
Employee’s pay period which includes the pay day for the initial pay period, and (4) which overlaps
two computation periods or occurs in a month which overlaps two computation periods shall be
credited on behalf of the Employee to the computation period in which falls the first day of the
month during which the pay day for the initial pay period occurs.



2-2









 





          2.1.5 Reemployment Date — means, with respect to an Employee who has previously
incurred a Break-in-Service, the first day after the Employee’s most recent Break-in-Service on
which the Employee performs an Hour of Service.




          2.1.6 Six-Year Break-in-Service — means, with respect to an Employee who has ceased to
be an Employee of the Employer, a period of six or more Breaks-in-Service which is not interrupted
by any period which is not included in a period of a Break-in-Service.




          2.1.7 Vesting Service — means, with respect to a Participant, the Participant’s
service with the Associated Employers which is taken into account under the Plan for vesting
purposes (i.e., for purposes of determining the Participant’s nonforfeitable percentage of
the Participant’s Accounts under the Plan), computed as follows:




               (a) The Participant shall be credited with one year of Vesting Service for each Plan Year
which ends after the Effective Amendment Date and for which the Participant is credited with at
least 1,000 Hours of Service.



               (b) The Participant shall also be credited with years of Vesting Service equal to the number
of years of vesting service he or she was credited with as of March 31, 1997 under the terms (as
then in effect) of the Prior Plans in which he or she participated prior to the Effective Amendment
Date (taking into account the provisions of each such Prior Plan for determining vesting service,
including each such plan’s provisions concerning breaks-in-service). In no event, however, shall
any period which occurs prior to the Effective Amendment Date be counted more than once in
determining the Participant’s years of Vesting Service.



               (c) Notwithstanding the foregoing, any Vesting Service completed by the Participant prior to a
Six-Year Break-in-Service of the Participant which ends after the Effective Amendment Date shall be
disregarded under the Plan if the Participant did not have a nonforfeitable interest in any
retirement benefit under the Plan at the time such Break-in-Service began.



               (d) As a special rule, if on March 31, 1997 the Participant was a participant in a Prior Plan
which generally determined vesting service under the “elapsed time” approach described in Treas.
Reg. Section 1.410(a)-7, then the Participant shall, in determining whether he or she is credited
with a year of Vesting Service for the Plan Year which ends on December 31, 1997, be credited with
Hours of Service for the period of the first calendar quarter of 1997 in accordance with the
provisions of Section 2.1.4 above (whether or not the Participant is exempt from the minimum wage
and overtime pay requirements of the Federal Fair Labor Standards Act).



2-3









 





     2.2 Special Credited Employment.



          2.2.1 For purposes of the Plan and except as is otherwise provided in the following provisions
of this Section 2.2.1, if at any time (for purposes of this Section 2.2.1, the “acquisition time”)
that occurs after the Effective Amendment Date a corporation, partnership, or other organization
(for purposes of this Section 2.2.1, the “selling company”) either (1) becomes an Associated
Employer by reason of its stock or interests being purchased by one or more Associated Employers,
(2) has substantially all of the assets of one or more of its trades or businesses acquired by one
or more Associated Employers, or (3) has a facility, leased department, or other specific function
it previously operated acquired or otherwise assumed by one or more Associated Employers (with, for
purposes of this Section 2.2.1, each of the events described in clauses (1), (2), and (3) herein
referred to as an “acquisition”), then any person who is classified by the selling company as an
employee of the selling company immediately prior to the acquisition time (for purposes of this
Section 2.2.1, an “acquisition employee”) and who at the acquisition time becomes an employee of an
Associated Employer in connection with the acquisition shall have his or her years of service with
the selling company prior to the acquisition time (for purposes of this Section 2.2.1,
“pre-acquisition years”) be considered years of Eligibility Service and Vesting Service of the
acquisition employee under this Plan if they would have been so considered under Section 2.1.2 or
2.1.7 above (as appropriate) had such pre-acquisition years been completed with an Associated
Employer and if (but only if) either (1) Federated provides, by appropriate corporate action
exercised in a uniform and nondiscriminatory manner, that any such pre-acquisition years of the
acquisition employee will be credited as Eligibility Service and/or Vesting Service of the
acquisition employee under this Plan or (2) the agreements by which the acquisition is effected by
one or more Associated Employers indicate that any such pre-acquisition years of the acquisition
employee will be credited as Eligibility Service and/or Vesting Service of the acquisition
employee.




          2.2.2 In addition, any period of service of an Employee with the armed forces of the United
States shall be credited as Eligibility Service and/or Vesting Service to the extent required by
Federal law.




     2.3 Associated Employment. As is indicated throughout this Plan and in any event
notwithstanding any other provision of the Plan to the contrary:



          2.3.1 Any period of a person as an Employee (regardless of whether or not he or she is a
Covered Employee) shall, regardless of whether occurring prior to or after employment as a Covered
Employee, be considered for purposes of crediting years of Eligibility Service and Vesting Service
under this Plan to such person, determining if and when such person has incurred a
Break-in-Service, and otherwise determining if and when such person has a vested right to a benefit
under the Plan (but not for purposes of determining the amount of such benefit).




          2.3.2 Further, a transfer of status from that of being a Covered Employee to that of being an
Employee who is not a Covered Employee shall not be considered a termination of




2-4









 







employment from the
Associated Employers for purposes of determining when the benefit of this Plan due a Participant,
if any, is to be or begin to be distributed, when elections as to the form in which the
Participant’s benefit under the Plan are to be filed, or whether the lump sum value of such benefit
is low enough so that such benefit is automatically to be paid in a lump sum form; rather, such
termination of employment shall be deemed to occur only upon the Participant’s later termination of
status as an Employee.




          2.3.3 In addition, any person who during any Plan Year is an Employee (regardless of whether
or not he or she is a Covered Employee) shall be considered, and any compensation received in any
such capacity during such Plan Year shall (if determined under the same principles as are set forth
at Section 1.8 above) be considered as Compensation, for purposes of determining the persons who
are the Highly Compensated Employees for such or any other Plan Year.




          2.3.4 Also, any compensation received during a period by a person in the capacity of being an
Employee (regardless of whether or not he or she is a Covered Employee) shall (if determined in
accordance with the definition of compensation that is used under any of the below-named Plan
Sections when being considered under such Plan Section) be considered as compensation of his or
hers for such period for purposes of Section 4A below (which provides Average Actual Deferral
Percentage Limits), Section 5A below (which provides Average Actual Contribution Percentage
limits), Section 6A below (which provides maximum annual addition limits), and Section 14 below
(which provides top heavy plan rules).




          2.3.5 Finally, except as is otherwise expressly provided in this Plan or by Federated pursuant
to express authorization provided in this Plan (including but not limited to Sections 4A, 5A, 6A,
and 14 below), any period during which a person is an Employee but not a Covered Employee, and any
compensation or remuneration received for any such period, shall not be used in any manner in
calculating the amount of any benefit or contributions to which the person is entitled under this
Plan.





2-5









 








SECTION 3




ELIGIBILITY AND PARTICIPATION




     3.1 Eligibility for Participation. Persons shall remain or become Participants in the
Plan only in accordance with the following provisions:



          3.1.1 Any person who was a Participant in the Plan prior to the Effective Amendment Date shall
be a Participant in this Plan as of the first date that is on or after the Effective Amendment Date
and on which he or she is a Covered Employee.




          3.1.2 Further, each other person who, as of any Entry Date which occurs on or after the
Effective Amendment Date, (1) has completed at least one year of Eligibility Service, (2) has
attained at least age 21, and (3) is a Covered Employee shall become a Participant as of such Entry
Date. Notwithstanding the foregoing, if a person would become a Participant as of any Entry Date
under the foregoing provisions of this Section 3.1.2 but for the fact he or she is not a Covered
Employee, and he or she subsequently becomes a Covered Employee, such person shall be deemed a
Participant in the Plan on the date he or she so subsequently becomes a Covered Employee.




     3.2 Entry Date. For purposes of the Plan and Section 3.1 above in particular, an
“Entry Date” means the first day of any calendar month.



     3.3 Duration of Participation.



          3.3.1 Each Participant in the Plan shall continue to be a Participant until he or she is no
longer entitled to receive Covered Compensation and the entire balance in his or her Accounts under
the Plan has been distributed or forfeited hereunder.




          3.3.2 However, notwithstanding the foregoing, a Participant shall be eligible to enter into or
continue a Savings Agreement to the extent allowed under Section 4 below only while he or she is
considered an active Participant. For this purpose and all other purposes of the Plan (and in
particular for purposes of Sections 3.4 and 4 below), a person is an “active Participant” for any
period only if both he or she is a Participant during such period and the person is entitled to
receive Covered Compensation for such period.




     3.4 Reinstatement of Participation. Any person who ceases to be an active
Participant, but who is thereafter reemployed as a Covered Employee by the Employer, shall be
reinstated as an active Participant as of the date on which he or she next completes an Hour of
Service on or after such reemployment.



3-1









 





SECTION 4




SAVINGS AND ROLLOVER CONTRIBUTIONS




     4.1 Effective Date of Savings Agreement.



          4.1.1 Any person who continues as an active Participant in the Plan as of the Effective
Amendment Date pursuant to Section 3.1.1 above shall have the Savings Agreement that was in effect
for him or her as of the date immediately preceding the Effective Amendment Date still be effective
as of the Effective Amendment Date, unless he or she amends or suspends such Savings Agreement
under the provisions of Section 4.2 below effective as of such date.




          4.1.2 In addition, any person who becomes an active Participant in the Plan on or after the
Effective Amendment Date pursuant to Section 3.1.2 above shall have a Savings Agreement take effect
as of the first date that occurs on or after the date he or she first becomes a Participant and on
which he or she is entitled to receive Covered Compensation from the Employer. Such Savings
Agreement shall be determined under the provisions of Section 1.26 above.




          4.1.3 Also, any person who is reinstated as an active Participant pursuant to Section 3.4
above after his or her Savings Agreement that was in effect as of the latest date on which he or
she was an active Participant is no longer effective shall have a Savings Agreement take effect as
of the first date that occurs on or after the date he or she is so reinstated as an active
Participant and on which he or she is entitled to receive Covered Compensation from the Employer.
Such Savings Agreement shall be determined under the provisions of Section 1.26 above.




     4.2 Amendment and Termination of Savings Agreement.



          4.2.1 An active Participant may amend his or her then effective Savings Agreement in any
manner (e.g., by amending the percent of future Covered Compensation subject to such
agreement, changing the portion of his or her Savings Contributions which are to be made on a
pre-tax basis and/or an after-tax basis, or suspending altogether his or her Savings Contributions)
and at any time by filing an amended Savings Agreement with a Plan representative pursuant to the
provisions of Section 1.26.3 above. As is indicated in Section 1.26.3 above, such amended Savings
Agreement shall become effective as of the first date after such amended Savings Agreement is so
filed on which the Committee can reasonably put such amended agreement into effect.




          4.2.2 As is also indicated in Section 1.26.7 above, any Savings Agreement or amended Savings
Agreement that becomes effective as to a Participant under the Plan shall no longer be effective as
to the Participant as of the earlier of (1) the date the next amended Savings Agreement enrolled in
by the Participant pursuant to the provisions of Section 1.26.3 above becomes effective or (2) the
expiration of a reasonable administrative period after the Participant ceases to be a Covered
Employee. As is also provided in Section 1.26.7 above, the reasonable administrative




4-1









 







period referred to in clause (2) of the immediately preceding sentence shall be set by the Committee in
order to permit the Plan a reasonable period of time to render the applicable Savings Agreement ineffective and
generally will last for no more than 60 days after the Participant ceases to be a Covered Employee.




     4.3 Savings Contributions. Subject to the other provisions of the Plan, the Employer
shall contribute to the Trust, on behalf of each active Participant who has a Savings Agreement in
effect, those contributions called for under such Savings Agreement, if any. Such contributions
are described in this Plan as “Savings Contributions.” Savings Contributions applicable to any
Participant shall be remitted by the Employer to the Trust, and allocated to the Participant’s
Accounts, as soon as administratively practical. For purposes of allocating Matching Contributions
under the subsequent provisions of the Plan, any Savings Contributions shall be deemed to be made
for the pay day to which such contributions relate and for the Plan Year during which such pay day
occurs. Savings Contributions shall be made in cash and shall not be dependent on net or
accumulated profits of the Employer.



     4.4 Pre- and After-Tax Nature of Savings Contributions.



          4.4.1 Any active Participant who enters into a Savings Agreement or amended Savings Agreement
under the Plan shall specify in such agreement the portion of the Savings Contributions resulting
from such agreement which shall be considered under this Plan as “Pre-Tax Savings Contributions”
and the portion of such Savings Contributions which shall be considered “After-Tax Savings
Contributions.” (The Committee may, in order to make it easier for the Plan to meet the limits set
forth in Sections 4A and 5A below, restrict the maximum amount of the Savings Contributions
applicable to an active Participant who is then believed to be a Highly Compensated Employee which
may be specified by the Participant as Pre-Tax Savings Contributions, as After-Tax Savings
Contributions, or as Pre-Tax and After-Tax Savings Contributions in the aggregate for any period to
some percent of his or her Covered Compensation for such period which is less than the maximum
percent of Covered Compensation he or she is otherwise permitted to elect to have contributed as
Savings Contributions on his or her behalf for such period.)




          4.4.2 For purposes of the Plan, any Savings Contributions applicable to an active Participant
which are designated by the Participant as Pre-Tax Savings Contributions shall be contributed to
the Plan prior to the Participant being deemed in receipt of such amounts for Federal income tax
purposes and shall thereby be considered to have been contributed on a “pre-tax” basis.




          4.4.3 Further, for purposes of the Plan, any Savings Contributions applicable to an active
Participant which are designated by the Participant as After-Tax Savings Contributions shall be
contributed to the Plan after the Participant is deemed in receipt of such amounts for Federal
income tax purposes and shall thereby be considered to have been contributed on an “after-tax”
basis.




4-2









 








     4.5 Savings Contributions Eligible for Match. For purposes of determining the extent
to which the Employer shall make Matching Contributions under Section 5 below, certain Savings
Contributions made on behalf of an active Participant for any Plan Year are deemed to be “Basic
Savings Contributions” which are used to help determine the amount of Matching Contributions for
such Plan Year, and certain of such Savings Contributions are deemed to be “Additional Savings
Contributions” which are not used to determine the amount of Matching Contributions for such Plan
Year. For this purpose, the portion of the Savings Contributions made on behalf of an active
Participant for any Plan Year are deemed to be Basic Savings Contributions or Additional Savings
Contributions in accordance with the following rules:



          4.5.1 Any such Savings Contributions which are made for a pay day which occurs on or after the
Effective Amendment Date and designated by the Participant as Pre-Tax Savings Contributions shall
be deemed to be Basic Savings Contributions for the Plan Year in which such pay day occurs (for
purposes of this Section 4.5.1, the “subject Plan Year”) to the extent they do not exceed 5% of the
Participant’s Covered Compensation for the subject Plan Year (or, if the subject Plan Year is the
Plan Year in which the Effective Amendment Date occurs, for the portion of such Plan Year that
begins on the first day of the fourth calendar month of such Plan Year and ends on the last day of
such Plan Year) and shall be deemed to be Additional Savings Contributions for the subject Plan
Year to the extent they do exceed 5% of the Participant’s Covered Compensation for the subject Plan
Year (or, if the subject Plan Year is the Plan Year in which the Effective Amendment Date occurs,
for the portion of such Plan Year that begins on the first day of the fourth calendar month of such
Plan Year and ends on the last day of such Plan Year).




          4.5.2 Any such Savings Contributions which are made for a pay day which occurs on or after the
Effective Amendment Date and designated by the Participant as After-Tax Savings Contributions shall
be deemed to be Additional Savings Contributions.




          4.5.3 In addition, any savings contributions made on behalf of the Participant with respect to
any pay day which occurs on or after January 1, 1997 and prior to the Effective Amendment Date
shall be deemed to be Basic Savings Contributions for the Plan Year which ends December 31, 1997 to
the extent such contributions would have been used to determine matching contributions for such
Plan Year under the Prior Plan in which the Participant was participating on such pay day (if such
Prior Plan had continued in effect and if for this purpose such Plan Year had ended on the day
immediately preceding the Effective Amendment Date) and shall be deemed to be Additional Savings
Contributions for the Plan Year which ends December 31, 1997 to the extent they would not have been
used to determine matching contributions for such Plan Year under such Prior Plan (if such Prior
Plan had continued in effect and if for this purpose such Plan Year had ended on the day
immediately preceding the Effective Amendment Date).




     4.6 Rollover Contributions. A Covered Employee may, whether or not he or she is yet a
Participant in the Plan under the provisions of Section 3 above, cause any distribution applicable
to him or her from another plan which he or she certifies is an eligible rollover distribution
(within the meaning of Section 402(c) of the Code) to be paid directly from such other plan to this
Plan pursuant



4-3









 







to the terms of Section 401(a)(31) of the Code, (1) provided that the Committee
receives a written notice from the plan administrator of such other plan that the other plan has
received a determination letter from the Internal Revenue Service concluding that the other plan is
qualified as a tax-favored plan under Section 401(a) of the Code or that the other plan is intended
to be such a tax-favored plan and either is intending to obtain such determination letter or is not
required under applicable Internal Revenue Service rules to obtain such a determination letter, and
(2) provided that the Committee has no information which shows that such payment is other than an
eligible rollover contribution under Section 402(c) of the Code. Any such payment to the Plan
shall be referred to as a “Rollover Contribution” under the Plan.
If a Covered Employee makes a Rollover Contribution to the Plan but is not a Participant in the
Plan under the provisions of Section 3 above, he or she shall still be considered a Participant
under the other provisions of the Plan to the extent such other provisions concern the
establishment of an Account to reflect such contribution, the investment, crediting of Plan
earnings and losses, loaning, withdrawing, and distribution of such Account, and the administration
of the Plan with respect to such Account, but he or she shall not be considered a Participant for
any other purposes of the Plan until he or she qualifies as a Participant under the provisions of
Section 3 above.



     4.7 Mistake of Fact.



          4.7.1 Any After-Tax Savings Contributions contributed to the Plan for a Participant which has
been made in an amount in excess of the amount of the After-Tax Savings Contributions elected by
the Participant or which have been taken from Covered Compensation of the Participant paid when he
or she was not a Participant in the Plan may be paid by the Trustee to the Participant (unless
repayment is not administratively possible) as a correction of the mistake which led it to be
contributed to the Plan, upon the receipt by the Trustee of a written notice of a Plan
representative describing such mistake and requesting the payment of such contribution to the
Participant. Plan income attributable to such contributions shall not be paid to the Participant
in connection with such payment, and Plan losses attributable to such contributions shall not
reduce the amount which is otherwise to be paid. (The Employer in its discretion may pay to the
Participant an additional amount, determined in any manner the Employer chooses, to reflect
interest which may have been earned by the Participant had the returned Savings Contributions never
been made to the Plan, but any such payment shall only be made outside the Plan and shall not be
paid by the Plan itself.)




          4.7.2 Any other Savings Contributions made upon the basis of a mistaken factual assumption
shall be repaid by the Trustee to the Employer (unless repayment is not administratively possible)
as a correction of such mistaken factual assumption, upon the receipt by the Trustee within one
year from the date of such contribution of a written notice of the Employer describing such
mistaken factual assumption and requesting the return of such contributions. Plan income
attributable to such contributions shall not be paid to the Employer, but Plan losses attributable
to such contributions shall reduce the amount which is otherwise to be paid.




4-4









 








          4.7.3 Any Rollover Contribution of a Participant which the Committee later determines was not
an eligible rollover contribution under Section 402(c) of the Code shall be distributed (after
being adjusted by Plan income and losses which the Committee reasonably determines were
attributable to such contribution) to the Participant within a reasonable administrative period
after the Committee makes such determination.




          4.7.4 Nothing in the foregoing provisions of this Section 4.7 shall be read so as to limit in
any manner the ability of the Committee to correct any errors it discovers were made in the
administration or operation of the Plan by any correction method that is permitted under the
provisions of Section 12.2.4 below.




4-5









 








SECTION 4A




AVERAGE ACTUAL DEFERRAL PERCENTAGE RESTRICTIONS




     4A.1 Average Actual Deferral Percentage Limits. The Average Actual Deferral
Percentage of the Highly Compensated Employees for any Plan Year which ends after the Effective
Amendment Date (for purposes of this Section 4A.1, the “subject Plan Year”) must satisfy one of the
following limits:



          4A.1.1 Limitation 1: The Average Actual Deferral Percentage of the Highly Compensated
Employees for the subject Plan Year may not exceed the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees for the subject Plan Year multiplied by 1.25; or




          4A.1.2 Limitation 2: The Average Actual Deferral Percentage of the Highly Compensated
Employees for the subject Plan Year both may not exceed the Average Actual Deferral Percentage of
the Non-Highly Compensated Employees for the subject Plan Year multiplied by 2.0 and may not exceed
the Average Actual Deferral Percentage of the Non-Highly Compensated Employees for the subject Plan
Year by more than two percentage points.



Notwithstanding the foregoing, the Employer may, if permitted under and if following such
procedures as are set forth in guidance issued by the Secretary of the Treasury or his or her
delegate or the Internal Revenue Service (in regulations, revenue rulings, notices, or other
similar guidance), amend the Plan, for any subject Plan Year which begins on or after January 1,
1998, so that the Average Actual Deferral Percentage of the Non-Highly Compensated Employees for
the Plan Year which immediately precedes such subject Plan Year shall be used, instead of such
percentage for such subject Plan Year, in determining whether the above limitations are met for
such subject Plan Year. Until the Employer so amends the Plan, however, the Average Actual
Deferral Percentage of the Non-Highly Compensated Employees for any subject Plan Year shall be used
in determining whether the above limitations are met for such subject Plan Year.




     4A.2 Special Rules for Average Actual Deferral Percentage Limits. For purposes of the
limits set forth in Section 4A.1 above, the following special rules apply:



          4A.2.1 If, with respect to any Plan Year (for purposes of this Section 4A.2.1, the “subject
Plan Year”), an Eligible Participant who is a Highly Compensated Employee for the subject Plan Year
is or was eligible to participate in a cash or deferred arrangement, which qualifies under Section
401(k) of the Code and is contained in an aggregatable plan, during at least a part of such
aggregatable plan’s plan year which ends in the same calendar year in which the subject Plan Year
ends (for purposes of this Section 4A.2.1, the “aggregatable plan’s subject plan year”), then, for
the purpose of determining the Actual Deferral Percentage of the Eligible Participant for the
subject Plan Year under this Plan, any contributions made to such aggregatable plan for the
aggregatable




4A-1









 







plan’s subject plan year which would be treated as Pre-Tax Savings Contributions of
the Eligible Participant for the subject Plan Year had they been allowed and made under this Plan
for the subject Plan Year shall be treated as if they were Pre-Tax Savings Contributions of the
Eligible Participant under this Plan for the subject Plan
Year. For purposes hereof, an “aggregatable plan” is a plan other than this Plan which is
qualified under Section 401(a) of the Code, is maintained by an Associated Employer, and is not
prohibited from being aggregated with this Plan for purposes of Section 410(b) of the Code under
Treas. Reg. Section 1.410(b)-7.




          4A.2.2 To be counted in determining whether the Average Actual Deferral Percentage limits are
met for any Plan Year, any Pre-Tax Savings Contributions must be paid to the Trust before the end
of the Plan Year which next follows the Plan Year to which such contributions relate.




          4A.2.3 For purposes of this Section 4A and the other provisions of the Plan, Pre-Tax Savings
Contributions are treated as being “made on behalf of an Eligible Participant” for a Plan Year if
such contributions relate to pay days of the Eligible Participant which occur during such Plan
Year.




          4A.2.4 For purposes of this Section 4A, the Prior Plans shall be considered as if they had
been part of the “Plan” with respect to the Plan Year which ends December 31, 1997, persons who
were participants in the Prior Plans between January 1, 1997 and the Effective Amendment Date shall
be considered as Participants in this Plan for the Plan Year which ends December 31, 1997, and
contributions which are made under such Prior Plans with respect to pay days occurring between
January 1, 1997 and the Effective Amendment Date and which would be considered as Pre-Tax Savings
Contributions for the Plan Year which ends December 31, 1997 if they had been made under this Plan
shall be treated as Pre-Tax Savings Contributions under this Plan for the Plan Year which ends
December 31, 1997.




     4A.3 Distribution of Excess Contributions. Subject to the provisions of this Section
4A.3 but notwithstanding any other provision of the Plan to the contrary, any Excess Contributions
applicable to any Plan Year which ends after the Effective Amendment Date (for purposes of this
Section 4A.3, the “subject Plan Year”) shall be distributed during (but no later than the last day
of) the immediately following Plan Year to Eligible Participants who were Highly Compensated
Employees for the subject Plan Year. (Such Excess Contributions, even if distributed, shall still
be treated as part of the annual addition, as defined in Section 6A below, for the subject Plan
Year.) The following provisions apply to this distribution requirement:



          4A.3.1(a) For purposes of the Plan, “Excess Contributions” for any subject Plan Year means the
amount (if any) by which the aggregate sum of Pre-Tax Savings Contributions paid to the Trust for
such Plan Year on behalf of Eligible Participants who are Highly Compensated Employees for such
Plan Year exceeds the maximum amount of such Pre-Tax Savings Contributions which could have been
made and still have satisfied one of the limitations set forth in Section 4A.1 above. The Excess
Contributions for any subject Plan Year shall be determined, and




4A-2









 







applied to Eligible Participants
who are Highly Compensated Employees for the subject Plan Year for distribution purposes, in
accordance with the methods described in paragraphs (b) and (c) below.




               (b) The total amount of Excess Contributions for any subject Plan Year shall be deemed to be
the sum of the Excess Contributions which are determined to apply to each Eligible Participant who
is a Highly Compensated Employee for the subject Plan Year under the leveling method which is
described in this paragraph (b). Under this leveling method, the Actual Deferral
Percentage of the Highly Compensated Employee(s) with the highest Actual Deferral Percentage for
the subject Plan Year is reduced to the extent required to enable one of the applicable limitations
set forth in Section 4A.1 above to be satisfied for the subject Plan Year or to cause such Actual
Deferral Percentage to equal the Actual Deferral Percentage of the Highly Compensated Employee(s)
with the next highest Actual Deferral Percentage for the subject Plan Year, whichever comes first.
This process is repeated as necessary until one of the applicable limitations set forth in Section
4A.1 above is satisfied for the subject Plan Year. For each Highly Compensated Employee, his or
her amount of Excess Contributions for the subject Plan Year under this leveling method is equal
to: (1) the total of the Pre-Tax Savings Contributions paid to the Trust for the subject Plan Year
on his or her behalf (determined before the application of this leveling method), less (2) the
amount determined by multiplying the Highly Compensated Employee’s Actual Deferral Percentage for
the subject Plan Year (determined after the application of this leveling method) by his or her ADP
Test Compensation for the subject Plan Year. In no event shall the Excess Contributions which are
determined to apply to a Highly Compensated Employee for the subject Plan Year under this leveling
method exceed the total of the Pre-Tax Savings Contributions paid to the Trust on his or her behalf
for the subject Plan Year (determined before application of this leveling method). However, the
leveling method described in this paragraph (b) is used only to determine the total sum of Excess
Contributions for the subject Plan Year and is not used to determine the portion of such total sum
of Excess Contributions which will be distributed to any Eligible Participant who is a Highly
Compensated Employee for the subject Plan Year; instead, the method for determining the portion of
such Excess Contributions which will be distributed to each such Highly Compensated Employee is
described in paragraph (c) below.



               (c) The portion of the total sum of Excess Contributions for any subject Plan Year which will
be distributed to any Eligible Participant who is a Highly Compensated Employee for the subject
Plan Year shall be determined under the dollar amount reduction method described in this paragraph
(c). Under this dollar amount reduction method, the dollar amount of the Pre-Tax Savings
Contributions made to the Trust for the subject Plan Year on behalf of the Highly Compensated
Employee(s) with the highest dollar amount of Pre-Tax Savings Contributions for the subject Plan
Year is reduced to the extent required to equal the dollar amount of the Pre-Tax Savings
Contributions made to the Trust for the subject Plan Year on behalf of the Highly Compensated
Employee(s) with the next highest dollar amount of Pre-Tax Savings Contributions for the subject
Plan Year or to cause the total dollar amount of the reductions in Pre-Tax Savings Contributions
for the subject Plan Year under this dollar amount reduction method to equal the total sum of the
Excess Contributions for the subject Plan Year (as determined under paragraph (b) above), whichever
comes first. This process is repeated as necessary until the total dollar amount of the reductions
in



4A-3









 







Pre-Tax Savings Contributions for the subject Plan Year equals the total sum of the Excess
Contributions for the subject Plan Year (as determined under paragraph (b) above). For each Highly
Compensated Employee, his or her portion of the total amount of the Excess Contributions for the
subject Plan Year which will be distributed to him or her is equal to the total dollar amount of
the reductions made in his or her Pre-Tax Savings Contributions for the subject Plan Year under
this dollar amount reduction method.



          4A.3.2 The distribution of any portion of the Excess Contributions for a subject Plan Year to
an Eligible Participant under the provisions of this Section 4A.3 shall be adjusted upward for the
Trust’s income allocable thereto (or downward for the Trust’s loss allocable thereto) for the
subject Plan Year and for the gap period that applies to the subject Plan Year, as determined under
this Section




          4A.3.2. For purposes of this Section 4A.3, the “gap period” that applies to any subject Plan Year
refers to the period from the end of the subject Plan Year through the last date for which
investment returns of the Investment Funds have been completed and the results of which are
reasonably available to the Committee prior to the date the Excess Contributions are being
distributed. For purposes hereof, the Trust’s income (or loss) allocable to any Excess
Contributions applicable to a subject Plan Year and applied to an Eligible Participant for
distribution purposes shall be determined under any reasonable method that is adopted by the
Committee for this purpose. Such method shall be used consistently for all Participants and for
all corrective distributions made under the Plan for the subject Plan Year and shall be a method
that is reasonably consistent with the method used by the Plan for allocating income and losses to
Participants’ Accounts for the subject Plan Year.




          4A.3.3 If any Excess Contributions applicable to an Eligible Participant and for a subject
Plan Year are distributed to the Eligible Participant under the provisions of this Section 4A.3,
then, pursuant to Section 411(a)(3)(G) of the Code and Treas. Reg. Section 1.411(a)-4(b)(7), any
Matching Contributions which are allocated to the Eligible Participant’s Matching Account for such
Plan Year by reason of such Excess Contributions (and not yet distributed or forfeited under the
Plan by the date the Excess Contributions are distributed) shall, together with the Trust’s income
allocable thereto (or less the Trust’s loss allocable thereto) for the subject Plan Year and for
the gap period that applies to the subject Plan Year, be forfeited as of the day such Excess
Contributions are distributed to the Eligible Participant (and such forfeited amounts shall be
reallocated to Accounts of Participants in accordance with later provisions of the Plan). For
these purposes, the Trust’s income (or loss) allocable to any such forfeited Matching Contributions
shall, for the subject Plan Year and for the gap period that applies to the subject Plan Year, be
determined under any reasonable method that is adopted by the Committee for this purpose. Such
method shall be used consistently for all Participants and for all corrective distributions made
under the Plan for the subject Plan Year and shall be a method that is reasonably consistent with
the method used by the Plan for allocating income and losses to Participants’ Accounts for the
subject Plan Year.




          4A.3.4 Any distribution of Excess Contributions (and any Trust income or loss allocable
thereto) to an Eligible Participant under the foregoing provisions of this Section 4A shall be made
from the portion of the Eligible Participant’s Savings Account which is attributable to Pre-


4A-4









 






Tax
Savings Contributions. If the entire balance of the portion of an Eligible Participant’s Savings
Account which is attributable to Pre-Tax Savings Contributions is distributed to the Eligible
Participant during a subject Plan Year (and no balance remains in that portion of his or her
Savings Account at the end of such Plan Year), then such distribution shall be deemed for all
purposes of this Plan as a distribution under this Section 4A.3 of the Excess Contributions
applicable for distributions purposes to the Eligible Participant for the subject Plan Year (and
Trust income or loss allocable thereto) to the extent Excess Contributions (and allocable Trust
income or losses) would otherwise have been required to be distributed to the Eligible Participant
under this Section 4A.3.




          4A.3.5 Notwithstanding any other provision of the Plan to the contrary, the limitations set
forth in Section 4A.1 above shall be deemed met for any subject Plan Year if the Excess
Contributions for such Plan Year are distributed in accordance with and to the extent required by
the foregoing provisions of this Section 4A.3.




          4A.3.6 If any Excess Contributions applicable to a subject Plan Year are not distributed to
the appropriate Eligible Participants within
2-1/2 months after the last day of the subject Plan
Year, an excise tax shall be imposed under Code Section 4979 on the Employer in an amount generally
equal to 10% of such Excess Contributions (unadjusted for income or loss allocable thereto).




     4A.4 Definitions for Average Actual Deferral Percentage Limits. Except as is
otherwise provided in the Plan, for purposes of the limits set forth in this Section 4A, the
following definitions shall apply:



          4A.4.1 “Average Actual Deferral Percentage” for any Plan Year means: (1) with respect to the
Highly Compensated Employees, the average (to the nearest one-hundredth of a percent) of the Actual
Deferral Percentages of the Eligible Participants who are Highly Compensated Employees for such
Plan Year; and (2) with respect to the Non-Highly Compensated Employees, the average (to the
nearest one-hundredth of a percent) of the Actual Deferral Percentages of the Eligible Participants
who are Non-Highly Compensated Employees for such Plan Year.




          4A.4.2 “Actual Deferral Percentage” for any Plan Year means, with respect to any person who is
an Eligible Participant for such Plan Year, the ratio (expressed as a percentage to the nearest
one-hundredth of a percent) of the Pre-Tax Savings Contributions made on behalf of the Eligible
Participant for such Plan Year to the ADP Test Compensation of the Eligible Participant for the
entire Plan Year (regardless of whether he or she is a Participant for the entire Plan Year or for
only part but not all of such Plan Year). The Actual Deferral Percentage of a person who is an
Eligible Participant for such Plan Year but who does not have any Pre-Tax Savings Contributions
made on his or her behalf for such Plan Year is 0%.




          4A.4.3 “ADP Compensation” means, with respect to any person who is an Eligible Participant and
for any Plan Year, the Eligible Participant’s Compensation received during such Plan




4A-5









 







Year for
services as a Covered Employee (except that, for the Plan Year which began on the Effective
Amendment Date, such term means the Eligible Participant’s Covered Compensation for such Plan
Year).




          4A.4.4 “Eligible Participant” means, for any Plan Year, each person who is both a Participant
under the Plan and an Employee during at least part of such Plan Year.




     4A.5 Disaggregating Portions of Plan. The provisions of Sections 4A.1 through 4A.4
above shall be applied separately for the portion of this Plan which covers Participants who are
not collectively bargained employees and the portion of the Plan which covers Participants who are
collectively bargained employees and as if each such portion were a separate plan. For purposes
hereof, a “collectively bargained employee” is an Employee who is included in a unit of employees
covered by a collective bargaining agreement between employee representatives and the Employer,
provided retirement benefits were the subject of good faith bargaining between such employee
representatives and the Employer.




4A-6









 







SECTION 4B




EXCESS DEFERRAL DISTRIBUTIONS




     4B.1 Distribution of Excess Deferral. If any Participant certifies in writing to a
Plan representative (1) that his or her tax year for Federal income tax purposes is the same period
as constitutes a Plan Year, (2) that a specific amount of the Pre-Tax Savings Contributions he or
she has made under the Plan for any Plan Year (for purposes of this Section 4B, the “subject Plan
Year”), which amount is set forth in such certification, when added to all other Elective
Contributions made by or on behalf of the Participant for the subject Plan Year under other plans,
contracts, and accounts, exceeds the Applicable Limit for the subject Plan Year (with such excess
amount referred to in this Section 4B as the Participant’s “excess deferral” for the subject Plan
Year), then the Participant’s excess deferral for the subject Plan Year shall be distributed to the
Participant by the first April 15 following the end of the subject Plan Year. For purposes hereof,
the Participant shall automatically be deemed to provide such certification on a timely basis for
the subject Plan Year with respect to an excess deferral that is no less than the amount of the
Pre-Tax Savings Contributions made by the Participant for the subject Plan Year that, when added
only to all other Elective Contributions made by or on behalf of the Participant for the subject
Plan Year under other plans maintained by the Employer, exceeds the Applicable Limit for the
subject Plan Year. The distribution of the Participant’s excess deferral for the subject Plan Year
shall also be subject to the rules specified in Section 4B.2 below.



     4B.2 Special Rules Applicable to Distribution of Excess Deferral.



          4B.2.1 Notwithstanding any provision of Section 4B.1 above that may be read to the contrary,
the distribution of a Participant’s excess deferral for any Plan Year (for purposes of this Section
4B.2.1, the “subject Plan Year”) that is required under the provisions of Section 4B.1 above may be
made during the subject Plan Year (and not just after the end of such year) only if the
Participant’s certification (or deemed certification) that is described in Section 4B.1 above
occurs during the subject Plan Year, if the distribution is made after the date on which the Plan
receives the excess deferral, and if the Plan designates the distribution as a distribution of an
excess deferral.




          4B.2.2 In addition, and also notwithstanding any provision of Section 4B.1 above that may be
read to the contrary, the distribution of a Participant’s excess deferral for any Plan Year (for
purposes of this Section 4B.2.2, the “subject Plan Year”) that is required under the provisions of
Section 4B.1 above shall be adjusted upward for the Trust’s income allocable thereto (or downward
for the Trust’s loss allocable thereto) for the subject Plan Year (and, if the distribution is made
after the end of the subject Plan Year, for the gap period that applies to the subject Plan Year),
as determined under this Section 4B.2.2. For purposes of this Section 4B.2, the “gap period” that
applies to any subject Plan Year refers to the period from the end of the subject Plan Year through
the last date for which investment returns of the Investment Funds have been completed and the
results of which are reasonably available to the Committee prior to the date the excess deferral is



4B-1









 




being distributed. For purposes hereof, the Trust’s income (or loss) allocable to a Participant’s
excess deferral for any subject Plan Year shall be determined under any reasonable method that is
adopted by the Committee for this purpose. Such method shall be used consistently for all
Participants and for all corrective distributions made under the subject Plan Year and shall be a
method that is reasonably consistent with the method used by the Plan for allocating income and
losses to Participants’ Accounts for the subject Plan Year.




          4B.2.3 If any excess deferral applicable to a Participant and for any Plan Year (for purposes
of this Section 4B.2.3, the “subject Plan Year”) is distributed to the Participant under the
provisions of this Section 4B, then, pursuant to Section 411(a)(3)(G) of the Code and Treas. Reg.
Section 1.411(a)-4(b)(7), any Matching Contributions which are allocated to the Participant’s
Matching Account for such Plan Year by reason of such excess deferral (and not yet distributed or
forfeited under the Plan by the date the excess deferral is distributed) shall, together with the
Trust’s income allocable thereto (or less the Trust’s loss allocable thereto) for the subject Plan
Year and for the gap period that applies to the subject Plan Year, be forfeited as of the day such
excess deferral is distributed to the Participant (and such forfeited amounts shall be reallocated
to Accounts of Participants in accordance with later provisions of the Plan). For these purposes,
the Trust’s income (or loss) allocable to any such forfeited Matching Contributions shall, for the
subject Plan Year and for the gap period that applies to the subject Plan Year, be determined under
any reasonable method that is adopted by the Committee for this purpose. Such method shall be used
consistently for all Participant and for all corrective distributions made under the Plan for the
subject Plan Year and shall be a method that is reasonably consistent with the method used by the
Plan for allocating income and losses to Participants’ Accounts for the subject Plan Year.




          4B.2.4 The amount of any excess deferral of a Participant that is applicable to a subject Plan
Year and otherwise distributable under the foregoing provisions of this Section 4B shall be reduced
by any prior distribution of Excess Contributions (as defined in Section 4A.3 above) applicable to
the subject Plan Year that are made to the Participant under the provisions of Section 4A above.
For reporting purposes, to the extent the distribution of Excess Contributions reduces the
distribution of an excess deferral hereunder, such distribution shall be treated as a distribution
of the excess deferral instead of a distribution of Excess Contributions.




          4B.2.5 Any distribution of an excess deferral (and any Trust income or loss allocable thereto)
to a Participant under the foregoing provisions of this Section 4B shall be made from the portion
of the Participant’s Savings Account which is attributable to Pre-Tax Savings Contributions.




          4B.2.6 Notwithstanding any other provision of the Plan to the contrary, any excess deferral
that is applicable to a Participant for a subject Plan Year shall, if distributed, not be treated
as part of the annual addition, as defined in Section 6A below, for the subject Plan Year.
Further, notwithstanding any provision of Section 4A above to the contrary, to the extent an excess
deferral for a subject Plan Year that is applicable to a Participant who is a Non-Highly
Compensated Employee for such Plan Year would still be considered an excess deferral if only
Elective Contributions under this Plan were taken into account, it shall not be taken into account
as a Pre-Tax




4B-2









 







Savings Contributions for purposes of determining the Participant’s Actual Deferral Percentage for
such Plan Year under the provisions of Section 4A above.




     4B.3 Definitions for Excess Deferral Requirements. For purposes of the limits set
forth in this Section 4B, the following definitions shall apply:



          4B.3.1 “Elective Contributions” means, with respect to a Participant and any Plan Year, any
contributions made by or on behalf of the Participant to plans, contracts, or accounts that are
treated as elective deferrals for purposes of Section 402(g) of the Code. Such contributions
generally include employer contributions made under a qualified cash or deferred arrangement (as
defined in Code Section 401(k)) to the extent not includable in income under Code Section
402(e)(3), employer contributions to a simplified employee pension to the extent not includable in
income under Code Section 402(h)(1)(B), employer contributions to purchase an annuity contract
under Code Section 403(b) pursuant to a salary reduction agreement, and elective employer
contributions to a simple retirement plan under Code Section 408(p)(2)(A)(I).




          4B.3.2 “Applicable Limit” means, with respect to any Participant and any Plan Year, the
maximum amount of Elective Contributions made by or on behalf of the Participant for such Plan Year
that can be excluded from the Participant’s income for Federal income tax purposes under the
provisions of Section 402(g) of the Code.





4B-3









 








SECTION 5




MATCHING CONTRIBUTIONS




     5.1 Annual Amount of Matching Contributions. For each Plan Year which ends after the
Effective Amendment Date, the Employer shall contribute amounts to the Trust in addition to the
Savings Contributions elected by Participants for such Plan Year. Such additional contributions
shall be referred to in the Plan as “Matching Contributions.” Subject to the other provisions of
the Plan, the amount of Matching Contributions which shall be made by the Employer for any Plan
Year which ends after the Effective Amendment Date (for purposes of this Section 5.1, the “subject
Plan Year”) shall be the amount determined under the following provisions of this Section 5.1:



          5.1.1 Subject to the provisions of Sections 5.1.2, 5.1.3, and 5.1.4 below, the amount of
Matching Contributions which shall be made by the Employer for the subject Plan Year shall be the
lesser of the amounts set forth in paragraphs (a) and (b) below:




                (a) An amount equal to 100% of the aggregate Basic Savings Contributions which are made for
the subject Plan Year to the Plan on behalf of those Participants who are employed by the Employer
as a Covered Employee on the last day of the subject Plan Year and who did not make any withdrawal
during the subject Plan Year from the portion of their Accounts which reflect Basic Savings
Contributions; or




                (b) An amount equal to 3.5% of the Employer’s Net Income, as determined for the tax year of
the Employer which begins in the subject Plan Year (before deduction of any Matching Contributions
to this Plan and only after excluding the amount of any extraordinary items) by Federated’s chief
accounting officer in accordance with the standard accounting procedures of Federated and as so
categorized in the financial statements of the Employer.




          5.1.2 In addition to the amount determined under Section 5.1.1 above, the Employer shall,
subject to the provisions of Sections 5.1.3 and 5.1.4 below, also make a further amount of Matching
Contributions for the subject Plan Year to the extent necessary (and only to the extent necessary)
so that each Participant who is employed by the Employer as a Covered Employee on the last day of
the subject Plan Year and who did not make any withdrawal during the subject Plan Year from the
portion of his or her Accounts which reflects his or her Basic Savings Contributions shall have his
or her Matching Account allocated under Section 6.2 below a total share of the Matching
Contributions made pursuant to Section 5.1.1 above and this Section 5.1.2 which is no less than
33-1/3% of the Basic Savings Contributions made by or for him or her for the subject Plan Year.




          5.1.3 In addition to the amounts determined under Sections 5.1.1 and 5.1.2 above, the Employer
may, in its discretion and by resolution or other written action taken by the





5-1









 







Board (or any committee of the Board or group of officers of Federated to which or whom the
powers described in this Section 5.1.3 are delegated by the Board) and also subject to the
provisions of Section 5.1.4 below, make a further amount of Matching Contributions for the subject
Plan Year in any amount it determines when the subject Plan Year begins on or after January 1,
2000.




          5.1.4 To the extent permitted by Section 8.6 below, any forfeitures arising during the subject
Plan Year shall be used to reduce and be substituted in place of those Matching Contributions which
both are otherwise required or determined under Sections 5.1.1 and 5.1.2 above for the subject Plan
Year and exceed the amount of Matching Contributions which would be made for the subject Plan Year
if such amount were limited to the amount described in paragraph (b) of Section 5.1.1 above. For
purposes of the foregoing provisions of this Section 5.1 and also for purposes of the provisions of
Section 6.2 below (which concerns the allocation of Matching Contributions), any forfeitures (or
other amounts) which are used to reduce and substitute for any amount of Matching Contributions for
the subject Plan Year shall be considered as if they were such Matching Contributions for the
subject Plan Year.




     5.2 Time and Form of Matching Contributions.



          5.2.1 Subject to the provisions of Section 5.2.2 below, the Matching Contributions for any
Plan Year may be paid in one or more installments, but the total amount to be contributed must be
paid to the Trust on or before the last date permitted by applicable law for deduction of such
contributions for the tax year of the Employer in which such Plan Year ends. Any such Matching
Contributions shall be allocated among Participants’ Accounts as of the last day of the Plan Year
for which such contributions are made or as soon as administratively practical after such
contributions are paid to the Trust, whichever is later.




          5.2.2 The actual amount paid as Matching Contributions for any Plan Year may initially, to the
extent determined with respect to the amount set forth in Section 5.1.1(b) above, be based upon the
Federated’s Net Income as estimated by Federated’s chief accounting officer in accordance with data
available to him or her at the time the estimate is made. In the event that, after Federated’s
chief accounting officer subsequently determines the final calculation of the amount set forth in
Section 5.1.1(b) above, an additional amount is required to be contributed to the Plan by the
Employer to meet the required Matching Contribution provisions of Section 5.1 above, then the
Employer will make such additional contribution as soon as possible after such final calculation is
completed. In the event that the final calculation of the amount set forth in Section 5.1.1(b)
above shows that the Employer made Matching Contributions for the subject Plan Year in excess of
the amount required under Section 5.1 above, the amount by which the actual amount of Matching
Contributions which were made exceeds the required Matching Contributions for such Plan Year shall
be deemed not to have been made for such Plan Year but instead shall be deemed made in the next
following Plan Year and shall be used as soon as possible to reduce (and to substitute for) the
next required Matching Contributions to be made to the Plan.




5-2









 








          5.2.3 The Matching Contributions made for any Plan Year shall be made in cash or, in the
discretion of the Employer, in common stock of Federated.




     5.3 Mistake of Fact. Any Matching Contributions made upon the basis of a mistaken
factual assumption shall be repaid by the Plan to the Employer (unless repayment is not
administratively possible) as a correction of such mistaken factual assumption, upon the receipt by
the Trustee within one year from the date of such contributions of a written notice of the Employer
describing such mistaken factual assumption and requesting the return of such contributions. Plan
income attributable to such contributions may not be paid to the Employer, but Plan losses
attributable to such contributions shall reduce the amount which is otherwise to be paid. Nothing
in the foregoing provisions of this Section 5.3 shall be read so as to limit in any manner the
ability of the Committee to correct any errors it discovers were made in the administration or
operation of the Plan by any corrective method that is permitted under the provisions of Section
12.2.4 below.



5-3









 





SECTION 5A




AVERAGE ACTUAL CONTRIBUTION PERCENTAGE RESTRICTIONS




     5A.1 Average Actual Contribution Percentage Limits.



          5A.1.1 The Average Actual Contribution Percentage for Highly Compensated Employees for any
Plan Year which ends after the Effective Amendment Date (for purposes of this Section 5A.1, the
“subject Plan Year”) must satisfy one of the following limits:




                (a) Limitation 1: The Average Actual Contribution Percentage of the Highly
Compensated Employees for the subject Plan Year may not exceed the Average Actual Contribution
Percentage of the Non-Highly Compensated Employees for the subject Plan Year multiplied by 1.25; or




                (b) Limitation 2: The Average Actual Contribution Percentage of the Highly
Compensated Employees for the subject Plan Year both may not exceed the Average Actual Contribution
Percentage of the Non-Highly Compensated Employees for the subject Plan Year multiplied by 2.0 and
may not exceed the Average Actual Contribution Percentage of the Non-Highly Compensated Employees
for the subject Plan Year by more than two percentage points.



Notwithstanding the foregoing, the Employer may, if permitted under and if following such
procedures as are set forth in guidance issued by the Secretary of the Treasury or his or her
delegate or the Internal Revenue Service (in regulations, revenue rulings, notices, or other
similar guidance), amend the Plan, for any subject Plan Year which begins on or after January 1,
1998, so that the Average Actual Contribution Percentage of the Non-Highly Compensated Employees
for the Plan Year which immediately precedes such subject Plan Year shall be used, instead of such
percentage for such subject Plan Year, in determining whether the above limitations are met for
such subject Plan Year. Until the Employer so amends the Plan, however, the Average Actual
Contribution Percentage of the Non-Highly Compensated Employees for any subject Plan Year shall be
used in determining whether the above limitations are met for such subject Plan Year.




          5A.1.2 In addition, the Average Actual Contribution Percentage of the Highly Compensated
Employees for any subject Plan Year may not, when added to the Average Actual Deferral Percentage
of the Highly Compensated Employees for the same Plan Year, exceed the Aggregate Limit. For
purposes of the limitation set forth in this Section 5A.1.2, such Average Actual Deferral
Percentage and Average Actual Contribution Percentage shall be determined as if all Excess
Contributions attributable to the limits set forth in Section 4A.1 above had previously been
determined and distributed and as if all Excess Aggregate Contributions attributable to the limits
set forth in Section 5A.1.1 above had previously been determined and distributed or forfeited (and
hence as if such Average Actual Deferral Percentage and Average Actual Contribution Percentage had
been calculated without considering the contributions reflected in such Excess Contributions





5A-1









 







and Excess Aggregate Contributions, respectively). Also, notwithstanding the foregoing, the
limitation set forth in this Section 5A.1.2 shall automatically be deemed met for a subject Plan
Year if either the Average Actual Deferral Percentage of the Highly Compensated Employees for the
subject Plan Year is not in excess of the Average Actual Deferral Percentage of the Non-Highly
Compensated Employees for the subject Plan Year multiplied by 1.25 or the Average Actual
Contribution Percentage of the Highly Compensated Employees for the subject Plan Year is not in
excess of the Average Actual Contribution Percentage of the Non-Highly Compensated Employees for
the subject Plan Year multiplied by 1.25. Notwithstanding the foregoing, the Employer may, if
permitted under and if following such procedures as are set forth in guidance issued by the
Secretary of the Treasury or his or her delegate or the Internal Revenue Service (in regulations,
revenue rulings, notices, or other similar guidance), amend the Plan, for any subject Plan Year
which begins on or after January 1, 1998, so that the Average Actual Deferral Percentage and the
Average Actual Contribution Percentage of the Non-Highly Compensated Employees for the Plan Year
which immediately precedes such subject Plan Year shall be used, instead of such percentages for
such subject Plan Year, in determining whether the conditions set forth in the immediately
preceding sentence are met for such subject Plan Year. Until the Employer so amends the Plan,
however, the Average Actual Deferral Percentage and Average Actual Contribution Percentage of the
Non-Highly Compensated Employees for any subject Plan Year shall be used in determining whether the
above limitations are met for such subject Plan Year.




          5A.1.3 As is provided in Section 5A.3 below, the Plan shall correct any violation of the
limitations of either Section 5A.1.1 above or Section 5A.1.2 above for any subject Plan Year by
reducing (in the manner set forth in Section 5A.3 below) the Average Actual Contribution Percentage
of the Highly Compensated Employees for such subject Plan Year.




     5A.2 Special Rules for Average Actual Contribution Percentage Limits. For purposes of
the limits set forth in Section 5A.1 above, the following special rules apply:



          5A.2.1 If, with respect to any Plan Year (for purposes of this Section 5A.2.1, the “subject
Plan Year”), an Eligible Participant who is a Highly Compensated Employee for the subject Plan Year
is or was eligible to participate in an aggregatable plan, of which a part is subject to the
provisions of Section 401(m) of the Code, during at least a part of such aggregatable plan’s plan
year which ends in the same calendar year in which the subject Plan Year ends (for purposes of this
Section 5A.2.1, the “aggregatable plan’s subject plan year”), then, for the purpose of determining
the Actual Contribution Percentage of the Eligible Participant for the subject Plan Year under this
Plan, any contributions made to such aggregatable plan for the aggregatable plan’s subject plan
year which would be treated as After-Tax Savings Contributions or Matching Contributions of the
Eligible Participant for the subject Plan Year had they been allowed and made under this Plan for
the subject Plan Year shall be treated as if they were After-Tax Savings Contributions or Matching
Contributions of the Eligible Participant under this Plan for the subject Plan Year. For purposes
hereof, an “aggregatable plan” is a plan other than this Plan which is qualified under Section
401(a) of the Code, is maintained by an Associated Employer, and is not prohibited from being
aggregated with this Plan for purposes of Section 410(b) of the Code under Treas. Reg. Section
1.410(b)-7.




5A-2









 








          5A.2.2 For purposes of determining if the Average Actual Contribution Percentage limits of
Section 5A.1 above are met for any Plan Year (for purposes of this Section 5A.2.2, the “subject
Plan Year”), the Plan may treat any Pre-Tax Savings Contributions (as provided for in Section 4
above) which are made on behalf of an Eligible Participant who is treated as a Non-Highly
Compensated Employee for purposes of determining the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees for the subject Plan Year or the immediately preceding Plan Year
(whichever of such Plan Years is used to determine such percentage for purposes of the limits of
Section 5A.1 which apply to the subject Plan Year) as being Matching Contributions of such Eligible
Participant for such Plan Year to the extent the treatment of such Pre-Tax Savings Contributions as
Matching Contributions is helpful in meeting the limits of Section 5A.1 above for the subject Plan
Year, provided that the limits of Section 4A.1 above are still met for the subject Plan Year even
if the Pre-Tax Savings Contributions being treated as Matching Contributions hereunder are
disregarded for purposes of meeting such limits.




          5A.2.3 To be counted in determining whether the Average Actual Contribution Percentage limits
are met for any Plan Year, any Matching Contributions, After-Tax Savings Contributions, or Pre-Tax
Savings Contributions must be paid to the Trust before the end of the Plan Year which next follows
the Plan Year to which such contributions relate.




          5A.2.4 Notwithstanding any other provisions herein to the contrary, any Matching Contributions
which are forfeited under Section 4A.3.2(c) above (or Section 4B.2.3(c) above) by reason of
relating to Excess Contributions described in Section 4A above (or an excess deferral described in
Section 4B above) which are (or is) distributed to an Eligible Participant shall not be taken into
account in determining the Eligible Participant’s Actual Contribution Percentage for any Plan Year
or considered as Matching Contributions for any other purpose under this Section 5A.




          5A.2.5 For purposes of this Section 5A and the other provisions of the Plan, Matching
Contributions or After-Tax Savings Contributions are treated as being “made on behalf of an
Eligible Participant” for a Plan Year if such contributions are allocated to an Account of the
Eligible Participant by reason of Basic Savings Contributions which relate to pay days of the
Eligible Participant which occur during such Plan Year.




     5A.3 Distribution or Forfeiture of Excess Aggregate Contributions. Subject to the
provisions of this Section 5A.3 but notwithstanding any other provision of the Plan to the
contrary, any Excess Aggregate Contributions applicable to any Plan Year which ends after the
Effective Amendment Date (for purposes of this Section 5A.3, the “subject Plan Year”) shall be
distributed no later than the last day of the immediately following Plan Year to Eligible
Participants who were Highly Compensated Employees for the subject Plan Year or forfeited no later
than as of the last day of such immediately following Plan Year, in accordance with the following
provisions of this Section 5A. (Such Excess Aggregate Contributions shall still be treated as part
of the Annual Addition, as defined in Section 6A below, for the subject Plan Year.) The following
provisions apply to this distribution or forfeiture requirement:



5A-3









 





          5A.3.1(a) For purposes of the Plan, “Excess Aggregate Contributions” for any subject Plan Year
means the amount (if any) by which the aggregate sum of Matching Contributions and After-Tax
Savings Contributions paid to the Trust for such Plan Year on behalf of Eligible Participants who
are Highly Compensated Employees for such Plan Year exceeds the maximum amount of such Matching
Contributions and After-Tax Savings Contributions which could have been made and still have
satisfied one of the limitations set forth in Section 5A.1.1 above and the limitation set forth in
Section 5A.1.2 above. The Excess Aggregate Contributions for any subject Plan Year shall be
determined, and applied to Eligible Participants who are Highly Compensated Employees for the
subject Plan Year for distribution purposes, in accordance with the methods described in paragraphs
(b) and (c) below.




                (b) The total amount of Excess Aggregate Contributions for any Plan Year shall be deemed to be
the sum of the Excess Aggregate Contributions which are determined to apply to each Eligible
Participant who is a Highly Compensated Employee for the subject Plan Year under the leveling
method which is described in this paragraph (b). Under this leveling method, the Actual
Contribution Percentage of the Highly Compensated Employee(s) with the highest Actual Contribution
Percentage for the subject Plan Year is reduced to the extent required to enable one of the
applicable limitations set forth in Section 5A.1.1 above and the limitation set forth in Section
5A.1.2 above to be satisfied for the subject Plan Year or to cause such Actual Contribution
Percentage to equal the Actual Contribution Percentage of the Highly Compensated Employee(s) with
the next highest Actual Contribution Percentage for the subject Plan Year, whichever comes first.
This process is repeated as necessary until one of the applicable limitations set forth in Section
5A.1.1 above and the limitation set forth in Section 5A.1.2 above are satisfied for the subject
Plan Year. For each Highly Compensated Employee, his or her amount of Excess Aggregate
Contributions for the subject Plan Year under this leveling method is equal to: (1) the total of
the After-Tax Savings Contributions and Matching Contributions paid to the Trust for the subject
Plan Year on his or her behalf (determined before the application of this leveling method), less
(2) the amount determined by multiplying the Highly Compensated Employee’s Actual Contribution
Percentage for the subject Plan Year (determined after the application of this leveling method) by
his or her ACP Test Compensation for the subject Plan Year. In no event shall the Excess Aggregate
Contributions which is determined to apply to a Highly Compensated Employee for the subject Plan
Year under this leveling method exceed the total of the After-Tax Savings Contributions and
Matching Contributions paid to the Trust on his or her behalf for the subject Plan Year (determined
before application of this leveling method). However, the leveling method described in this
paragraph (b) is used only to determine the total sum of Excess Aggregate Contributions for the
subject Plan Year and is not used to determine the portion of such total sum of Excess Aggregate
Contributions which will be distributed to any Eligible Participant who is a Highly Compensated
Employee for the subject Plan Year or forfeited from such Highly Compensated Employee’s Accounts;
instead, the method for determining the portion of such Excess Aggregate Contributions which will
be distributed to each such Highly Compensated Employee or forfeited from such Highly Compensated
Employee’s Accounts is described in paragraph (c) below.




5A-4









 








                (c) The portion of the total sum of Excess Aggregate Contributions for any subject Plan Year
which will be distributed to any Eligible Participant who is a Highly Compensated Employee for the
subject Plan Year or forfeited from such Highly Compensated Employee’s Accounts shall be determined
under the dollar amount reduction method described in this paragraph (c). Under this dollar amount
reduction method, the dollar amount of the After-Tax Savings Contributions and Matching
Contributions made to the Trust for the subject Plan Year on behalf of the Highly Compensated
Employee(s) with the highest dollar amount of After-Tax Savings Contributions and Matching
Contributions for the subject Plan Year is reduced to the extent required to equal the dollar
amount of the After-Tax Savings Contributions and Matching Contributions made to the Trust for the
subject Plan Year on behalf of the Highly Compensated Employee(s) with the next highest dollar
amount of After-Tax Savings Contributions and Matching Contributions for the subject Plan Year or
to cause the total dollar amount of the reductions in After-Tax Savings Contributions and Matching
Contributions for the subject Plan Year under this dollar amount reduction method to equal the
total sum of the Excess Aggregate Contributions for the subject Plan Year (as determined under the
leveling method described in paragraph (b) above), whichever comes first. This process is repeated
as necessary until the total dollar amount of the reductions in After-Tax Savings Contributions and
Matching Contributions for the subject Plan Year equals the total sum of the Excess Aggregate
Contributions for the subject Plan Year (as determined under the leveling method described in
paragraph (b) above). For each Highly Compensated Employee, his or her portion of the total sum of
the Excess Aggregate Contributions for the subject Plan Year which will be distributed to him or
her or forfeited from his or her Accounts is equal to the total dollar sum of the reductions made
in his or her After-Tax Savings Contributions and Matching Contributions for the subject Plan Year
under this dollar amount reduction method.




          5A.3.2 Excess Aggregate Contributions applicable to an Eligible Participant for any subject
Plan Year under the dollar amount reduction method described in Section 5A.3.1(c) above shall be
deemed composed of certain types of contributions made to the Plan on behalf of such Eligible
Participant for the subject Plan Year and shall be, together with Trust income (or loss) allocable
thereto in accordance with Section 5A.3.3 below, distributed or forfeited in the following order of
steps:




                (a) Step 1: First, such Excess Aggregate Contributions shall be deemed composed of After-Tax
Savings Contributions which are treated as Additional Savings Contributions for the subject Plan
Year. The Excess Aggregate Contributions described in this first step shall be distributed to the
Eligible Participant;




                (b) Step 2: Second, only to the extent still necessary after the above step, such Excess
Aggregate Contributions shall be deemed composed of After-Tax Savings Contributions which are
treated as Basic Savings Contributions for the subject Plan Year and the corresponding amount of
Matching Contributions for such Plan Year which are made or allocated by reason of or with respect
to such After-Tax Savings Contributions. The Excess Aggregate Contributions described in this
second step which are deemed to be composed of After-Tax Savings Contributions shall be distributed
to the Eligible Participant. A portion of the Excess Aggregate






5A-5









 







Contributions described in this second step which are deemed to be composed of Matching
Contributions, which portion is equal to the amount of such Excess Aggregate Contributions
multiplied by the vested percentage which applies under this Plan to the portion of the
Participant’s Matching Account to which such Excess Aggregate Contributions would otherwise be
allocated but for the provisions of this Section 5A, shall be distributed to the Eligible
Participant. The remaining portion of the Excess Aggregate Contributions described in this second
step which are deemed to be composed of Matching Contributions shall be forfeited as of the day the
Committee takes the steps outlined in this Section 5A.3.2. This second step shall not apply to any
subject Plan Year which begins on or after January 1, 1998, however; and




                (c) Step 3: Third, only to the extent still necessary after the above two steps, such Excess
Aggregate Contributions shall be deemed composed of Matching Contributions for the subject Plan
Year which were made or allocated by reason of or with respect to Pre-Tax Savings Contributions
which are treated as Basic Savings Contributions for such Plan Year. A portion of the Excess
Aggregate Contributions described in this third step, which portion is equal to the amount of such
Excess Aggregate Contributions multiplied by the vested percentage which applies under this Plan to
the portion of the Participant’s Matching Account to which such Excess Aggregate Contributions
would otherwise be allocated but for the provisions of this Section 5A, shall be distributed to the
Eligible Participant. The remaining portion of the Excess Aggregate Contributions described in
this third step shall be forfeited as of the day the Committee takes the steps outlined in this
Section 5A.3.2.




          5A.3.3(a) Any distribution or forfeiture of Excess Aggregate Contributions which apply to a
subject Plan Year and to an Eligible Participant under the provisions of Sections 5A.3.1(c) and
5A.3.2 above shall be adjusted upward for the Trust’s income allocable thereto (or downward for the
Trust’s loss allocable thereto) for the subject Plan Year and for the gap period that applies to
the subject Plan Year, as determined under paragraph (b) below. For purposes of this Section
5A.3.3, the “gap period” that applies to any subject Plan Year refers to the period from the end of
the subject Plan Year through the last date for which investment returns for the Investment Funds
have been completed and the results of which are available to the Committee prior to the date the
applicable Excess Aggregate Contributions are being distributed or forfeited.




                (b) For purposes hereof, the Trust’s income (or loss) allocable to any portion of the Excess
Aggregate Contributions applicable to a subject Plan Year and applied to an Eligible Participant
for distribution or forfeiture purposes which is composed of a certain type of contribution
(e.g., After-Tax Savings Contributions or Matching Contributions) shall be determined under
any reasonable method that is adopted by the Committee for this purpose. Such method shall be used
consistently for all Participants and for all corrective distributions or forfeitures made under
the Plan for the subject Plan Year and shall be a method that is reasonably consistent with the
method used by the Plan for allocating income and losses to the portion of the Participants’
Accounts that reflects such portion of the Excess Aggregate Contributions for the subject Plan
Year.




5A-6









 








                (c) In this regard, if the Matching Contributions that apply to any Plan Year are not made to
the Plan until after the end of such Plan Year, then the method of allocating Trust income (or
loss) to the portion of any Excess Aggregate Contributions for such Plan Year which reflects
Matching Contributions that is adopted by the Committee does not have to allocate any Trust income
(or loss) to such Excess Aggregate Contribution portion for such Plan Year. Such method shall,
however, generally allocate some Trust income (or loss) to such Excess Aggregate Contribution
portion for the gap period that applies to such Plan Year.




          5A.3.4 If the entire balance of the portion of an Eligible Participant’s Accounts which is
attributable to a certain type of contribution (e.g., After-Tax Savings Contributions or
Matching Contributions) is distributed to the Eligible Participant or forfeited during a subject
Plan Year (and no balance remains in that portion of his or her Accounts at the end of such Plan
Year), then such distribution or forfeiture shall be deemed for all purposes of this Plan as a
distribution or forfeiture under this Section 5A.3 of Excess Aggregate Contributions applicable to
the Eligible Participant for the subject Plan Year (and Trust income or loss allocable thereto) to
the extent Excess Aggregate Contributions composed of such type of contribution (and allocable
Trust income or losses) would otherwise have been required to be distributed to the Eligible
Participant or forfeited under this Section 5A.3.




          5A.3.5 Notwithstanding any other provision of the Plan to the contrary, the limitations set
forth in Section 5A.1 above shall be deemed met for any Plan Year if the Excess Aggregate
Contributions for such Plan Year are distributed or forfeited in accordance with the foregoing
provisions of this Section 5A.3.




          5A.3.6 If any Excess Aggregate Contributions are distributed to the appropriate Eligible
Participants or forfeited more than 2-1/2 months after the last day of the subject Plan Year, an
excise tax shall be imposed under Code Section 4979 on the Employer in an amount generally equal to
10% of such Excess Aggregate Contributions (unadjusted for income or loss allocable thereto).




     5A.4 Definitions for Average Actual Contribution Percentage Limits. For purposes of
the limits set forth in this Section 5A, the following definitions shall apply:



          5A.4.1 “ACP Compensation” means, with respect to any person who is an Eligible Participant and
for any Plan Year, the Eligible Participant’s Compensation received during such Plan Year for
services as a Covered Employee (except that, for the Plan Year which began on the Effective
Amendment Date, such term means the Eligible Participant’s Covered Compensation for such Plan
Year).




          5A.4.2 “Average Actual Contribution Percentage” for any Plan Year means: (1) with respect to
the Highly Compensated Employees, the average (to the nearest one-hundredth of a percent) of the
Actual Contribution Percentages of the Eligible Participants who are Highly Compensated Employees
for such Plan Year; and (2) with respect to the Non-Highly Compensated






5A-7









 







Employees, the average (to the nearest one-hundredth of a percent) of the Actual Contribution
Percentages of the Eligible Participants who are Non-Highly Compensated Employees for such Plan
Year.




          5A.4.3 “Actual Contribution Percentage” for any Plan Year means, with respect to any person
who is an Eligible Participant for such Plan Year, the ratio, expressed as a percentage to the
nearest one-hundredth of a percent, of the Matching Contributions and After-Tax Savings
Contributions made on behalf of the Eligible Participant for such Plan Year to the ACP Test
Compensation of the Eligible Participant for the entire Plan Year (regardless of whether he or she
is a Participant for the entire Plan Year or for only part but not all of such Plan Year). The
Actual Contribution Percentage of a person who is an Eligible Participant for such Plan Year but
who does not have any Matching Contributions or After-Tax Savings Contributions made on his or her
behalf for such Plan Year is 0%.




          5A.4.4 The “Aggregate Limit” for any Plan Year (for purposes of this Section 5A.4.4, the
“subject Plan Year”) means the greater of the sums set forth in paragraphs (a) and (b) below:




                (a) The sum of: (1) 125% of the greater of the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees for the subject Plan Year or the Average Actual Contribution
Percentage of the Non-Highly Compensated Employees for the subject Plan Year; and (2) the lesser of
(i) 200% of the lesser of the Average Actual Deferral Percentage of the Non-Highly Compensated
Employees for the subject Plan Year or the Average Actual Contribution Percentage of the Non-Highly
Compensated Employees for the subject Plan Year or (ii) 2% plus the lesser of the Average Actual
Deferral Percentage of the Non-Highly Compensated Employees for the subject Plan Year or the
Average Actual Contribution Percentage of the Non-Highly Compensated Employees for the subject Plan
Year.




                (b) The sum of: (1) 125% of the lesser of the Average Actual Deferral Percentage of the
Non-Highly Compensated Employees for the subject Plan Year or the Average Actual Contribution
Percentage of the Non-Highly Compensated Employees for the subject Plan Year; and (2) the lesser of
(i) 200% of the greater of the Average Actual Deferral Percentage of the Non-Highly Compensated
Employees for the subject Plan Year or the Average Actual Contribution Percentage of the Non-Highly
Compensated Employees for the subject Plan Year or (ii) 2% plus the greater of the Average Actual
Deferral Percentage of the Non-Highly Compensated Employees for the subject Plan Year or the
Average Actual Contribution Percentage of the Non-Highly Compensated Employees for the subject Plan
Year.




Notwithstanding the foregoing, the Employer may, if permitted under and if following such
procedures as are set forth in guidance issued by the Secretary of the Treasury or his or her
delegate or the Internal Revenue Service (in regulations, rulings, notices, or other similar
guidance), amend the Plan, for any subject Plan Year which begins on or after January 1, 1998, so
that the Average Actual Deferral Percentage and the Average Actual Contribution Percentage of the
Non-Highly



5A-8









 




Compensated Employees for the Plan Year which immediately precedes such subject Plan Year shall be
used, instead of such percentages for such subject Plan Year, in determining the Aggregate Limit
for such subject Plan Year. Until the Employer so amends the Plan, however, the Average Actual
Deferral Percentage and Average Actual Contribution Percentage of the Non-Highly Compensated
Employees for any subject Plan Year shall be used in determining the Aggregate Limit for such
subject Plan Year.




          5A.4.5 “Average Actual Deferral Percentage,” “Actual Deferral Percentage,” and “Eligible
Participant” shall have the same meanings as are set forth in Section 4A.4 above, and “Excess
Contributions” shall have the same meaning as is set forth in Section 4A.3 above.




     5A.5 Disaggregating Portions of Plan. The provisions of Sections 5A.1 through 5A.4
above shall be applied only for the portion of this Plan which covers Participants who are not
collectively bargained employees and as if such portion were a separate plan. For purposes hereof,
a “collectively bargained employee” is an Employee who is included in a unit of employees covered
by a collective bargaining agreement between employee representatives and the Employer, provided
retirement benefits were the subject of good faith bargaining between such employee representatives
and the Employer.



5A-9









 





SECTION 6




ACCOUNTS AND THEIR ALLOCATIONS AND VESTING




     6.1 Savings Accounts and Allocation of Savings Contributions Thereto.



          6.1.1 The Committee shall establish and maintain a separate bookkeeping account, called herein
a “Savings Account,” for each Participant. Except as otherwise provided in the Plan, the Committee
shall allocate to a Participant’s Savings Account all Savings Contributions made on or after the
Effective Amendment Date to the Trust on behalf of the Participant as soon as administratively
practical after they are contributed to the Trust.




          6.1.2 In addition, any and all amounts which were (1) attributable to contributions made under
any Prior Plan by or at the election of a Participant prior to the Effective Amendment Date and (2)
credited to the Participant’s account under such Prior Plan before the Effective Amendment Date
shall be deemed to have been allocated to the Participant’s Savings Account at the time they were
actually credited to the Participant’s account under such Prior Plan. Further, any and all amounts
transferred to this Plan on behalf of a Participant from another plan qualified under Section
401(a) of the Code on or after the Effective Amendment Date shall, to the extent such amounts
reflect amounts which were contributed to such other plan by or at the election of the Participant
(not including matching-type contributions), be deemed to be allocated to the Participant’s Savings
Account as of the date of such transfer.




          6.1.3 The Committee shall keep records, to the extent necessary to administer this Plan
properly under the other provisions of the Plan and under the applicable provisions of the Code,
showing the portion of a Participant’s Savings Account which is attributable to each different type
of contribution reflected in it, e.g., Pre-Tax Savings Contributions or After-Tax Savings
Contributions. In this regard, to the extent any amounts allocated to a Participant’s Savings
Account under this Plan reflect contributions made under a Prior Plan or any other plan at the
election of the Participant, such amounts shall be deemed to reflect Pre-Tax Savings Contributions
for purposes of this Plan to the extent such amounts were made under such Prior Plan or other plan
on a “pre-tax” basis (i.e., prior to the Participant being deemed in receipt of such
amounts for Federal income tax purposes) and shall be deemed to reflect After-Tax Savings
Contributions for purposes of this Plan to the extent such amounts were made under such other plan
on an “after-tax” basis (i.e., after the Participant was deemed in receipt of such amounts
for Federal income tax purposes). Further, to the extent any amounts allocated to a Participant’s
Savings Account under this Plan reflect contributions made under any Prior Plan or other plan at
the election of the Participant (not including matching-type contributions), such amounts shall be
deemed to reflect Basic Savings Contributions for purposes of this Plan to the extent employer
matching contributions were made by reason of such amounts under such Prior Plan or other plan and
shall be deemed to reflect Additional Savings Contributions for purposes of this Plan to the extent
no such employer matching contributions were made by reason of such amounts under such Prior Plan
or other plan.




6-1









 








     6.2 Matching Accounts and Allocation of Matching Contributions Thereto.



          6.2.1 The Committee shall establish and maintain a separate bookkeeping account, called herein
a “Matching Account,” for each Participant. Except as otherwise provided in the Plan, the
Committee shall allocate all Matching Contributions made to the Trust for any Plan Year which ends
after the Effective Amendment Date among the Matching Accounts of all Participants who both are
employed on the last day of such Plan Year and made no withdrawal of Basic Savings Contributions
from their Savings Accounts during such Plan Year, in accordance with the allocation method
described in Section 6.2.2 below, as of the last day of such Plan Year or as soon as
administratively practical after such contributions are made to the Trust, whichever is later.




          6.2.2 The Matching Contributions made to the Trust for any Plan Year which ends after the
Effective Amendment Date (for purposes of this Section 6.2.2, the “subject Plan Year”) shall be
allocated among the Matching Accounts of the Participants who both are employed as Covered
Employees on the last day of the subject Plan Year and made no withdrawal of Basic Savings
Contributions from their Savings Accounts during the subject Plan Year (for purposes of this
Section 6.2.2, the “Eligible Participants”) in accordance with the following provisions:




                (a) The Matching Contributions made for the subject Plan Year by reason of Section 5.1.1 above
(for purposes of this Section 6.2.2, the “first-level contributions”), if any, shall be allocated
among the Matching Accounts of the Eligible Participants, with the share of such first-level
contributions to be allocated to each such Eligible Participant’s Matching Account to be equal to
the product obtained by multiplying the total of the first-level contributions by a fraction having
a numerator equal to the Adjusted Basic Savings Contributions made for the subject Plan Year by or
for such Eligible Participant and a denominator equal to the total Adjusted Basic Savings
Contributions made for the subject Plan Year by or for all Eligible Participants.




                     (i) Notwithstanding the foregoing provisions of this paragraph (a), no Eligible Participant’s
Matching Account shall be allocated under this paragraph (a) an amount for the subject Plan Year
which is more than 100% of the Basic Savings Contributions made for the subject Plan Year by or for
such Eligible Participant.




                     (ii) To the extent the amounts otherwise to be allocated to Eligible Participants’ Matching
Accounts under this paragraph (a) are limited by reason of subparagraph (i) above, the sum by which
such amounts are so limited (for purposes of this subparagraph (ii), the “reallocable sum”) shall
be allocated among the Matching Accounts of the remaining Eligible Participants, with the share of
the reallocable sum to be allocated to each such remaining Eligible Participant’s Matching Account
to be equal to the product obtained by multiplying the total reallocable sum by a fraction having a
numerator equal to the Basic Savings Contributions made for the subject Plan Year by or for such
remaining Eligible Participant and a





6-2









 







denominator equal to the total Basic Savings Contributions made for the subject Plan Year by
or for all such remaining Eligible Participants.




                (b) The Matching Contributions made for the subject Plan Year by reason of Section 5.1.2 above
(for purposes of this Section 6.2.2, the “second-level contributions”), if any, shall be allocated
among the Matching Accounts of the Eligible Participants in such a manner that each Eligible
Participant’s Matching Account is allocated a share of the first-level contributions and
second-level contributions (considered in the aggregate) which is no less than 33-1/3% of the Basic
Savings Contributions made by or for such Eligible Participant for the subject Plan Year.




                (c) The Matching Contributions made for the subject Plan Year by reason of Section 5.1.3 above
(for purposes of this Section 6.2.2, the “third-level contributions”), if any, shall be allocated
among the Matching Accounts of the Eligible Participants, with the share of such third-level
contributions to be allocated to each such Eligible Participant’s Matching Account to be equal to
the sum by which (1) the product obtained by multiplying the total of the first-level
contributions, second-level contributions, and third-level contributions (considered in the
aggregate) by a fraction having a numerator equal to the Adjusted Basic Savings Contributions made
for the subject Plan Year by or for such Eligible Participant and a denominator equal to the total
Adjusted Basic Savings Contributions made for the subject Plan Year by or for all Eligible
Participants exceeds (2) the sum of the amounts allocated to such Eligible Participant’s Matching
Account for the subject Plan Year under paragraphs (a) and (b) above.




                (d) For all purposes of this Section 6.2.2, an Eligible Participant’s “Adjusted Basic Savings
Contributions” for the subject Plan Year means: (1) 100% of the Basic Savings Contributions made
for the subject Plan Year by or for the Eligible Participant if he or she has completed less than
15 years of Vesting Service by the start of the subject Plan Year; or (2) 150% of the Basic Savings
Contributions made for the subject Plan Year by or for the Eligible Participant if he or she has
completed 15 or more years of Vesting Service by the start of the subject Plan Year.




          6.2.3 In addition, any and all amounts which were (1) attributable to contributions made by
the Employer under the prior matching contribution or employee stock ownership portions of a Prior
Plan for a Participant prior to the Effective Amendment Date and (2) credited to the Participant’s
account under such Prior Plan immediately before the Effective Amendment Date shall be deemed to
have been allocated to the Participant’s Matching Account at the time they were actually credited
to the Participant’s account under such Prior Plan. Further, any and all amounts transferred to
this Plan on behalf of a Participant from another plan qualified under Section 401(a) of the Code
on or after the Effective Amendment Date shall, to the extent such amounts reflect amounts which
were contributed under the matching contribution portion of such other plan, be deemed to be
allocated to the Participant’s Matching Account as of the date of such transfer.




6-3









 








          6.2.4 The Committee shall keep records, to the extent necessary to administer this Plan
properly under the other provisions of the Plan and under the applicable provisions of the Code,
showing the portion of a Participant’s Matching Account which is attributable to each different
type of contribution reflected in it.




     6.3 Rollover Accounts and Allocation of Rollover Contribution Thereto. The Committee
shall establish and maintain a separate bookkeeping account, called herein a “Rollover Account,”
for each Participant who makes a Rollover Contribution to the Plan. Except as otherwise provided
in the Plan, the Committee shall allocate to a Participant’s Rollover Account any Rollover
Contribution made on or after the Effective Amendment Date to the Trust on behalf of the
Participant as soon as administratively practical after it is contributed to the Trust.



     6.4 Retirement Income Accounts. The Committee shall establish and maintain a separate
bookkeeping account, called herein a “Retirement Income Account,” for each Participant for whom
amounts are allocable to such account under the provisions of this Section 6.4. Any and all
amounts which were (1) attributable to contributions made by the Employer under the regular profit
sharing contribution portion of a Prior Plan prior to the Effective Amendment Date and (2) credited
to the Participant’s account under such Prior Plan immediately prior to the Effective Amendment
Date shall be deemed to have been allocated to the Participant’s Retirement Income Account at the
time they were actually credited to the Participant’s account under such Prior Plan. Further, any
and all amounts transferred to this Plan on behalf of a Participant from another plan qualified
under Section 401(a) of the Code on or after the Effective Amendment Date shall, to the extent such
amounts reflect amounts which were contributed under a regular profit sharing portion of such other
plan, be deemed to be allocated to the Participant’s Retirement Income Account as of the date of
such transfer. For purposes hereof, a “regular profit sharing portion” of a Prior Plan or other
plan refers to the part of any profit sharing plan which is not attributable to contributions made
by or at the election of a participant or to matching contributions made with respect to such
participant-elected contributions. The Committee shall keep records, to the extent necessary to
administer this Plan properly under the other provisions of the Plan and under the applicable
provisions of the Code, showing the portion of a Participant’s Retirement Income Account which is
attributable to contributions of each different plan reflected in it.



     6.5 Allocation of Forfeitures. Any forfeitures from Accounts arising under any of the
provisions of the Plan during any Plan Year shall be allocated to other Accounts pursuant to and in
accordance with the provisions of Section 8.6 below.



     6.6 Maximum Annual Addition to Accounts. A Participant’s Accounts held under the Plan
shall be subject to the maximum annual addition limits of Section 6A below.



     6.7 Investment of Accounts. A Participant’s Accounts held under the Plan shall be
invested in accordance with the provisions of Section 6B below.



     6.8 Allocation of Income and Losses of Investment Funds to Accounts.



6-4









 





          6.8.1 Each Investment Fund shall be valued at its fair market value on a daily basis by the
Trustee (or any other party designated for this purpose by the Committee). Each Account which has
amounts allocable thereto invested at least in part in any such Investment Fund shall be credited
with the income of such Investment Fund, and charged with its losses, by any reasonable accounting
method approved by the Committee for this purpose. For purposes of the Plan, any income of any
such Investment Fund is deemed to include all income and realized and unrealized gains of such
Investment Fund; similarly, for purposes of this Plan, any losses of an Investment Fund are deemed
to include all expenses and realized and unrealized losses of the Investment Fund.




          6.8.2 As is indicated before in the Plan, the Committee shall keep records, to the extent
necessary to administer this Plan properly under the other provisions of this Plan and under the
applicable provisions of the Code, showing the portion of each Account which is attributable to
each different type of contribution or to contributions under each different plan applicable to
such Account. In general, a pro rata portion of any income or losses of an Investment Fund which
is allocated under the foregoing provisions of this Section 6.8 to an Account shall, when
appropriate, be further allocated to any portion of such Account for which a separate record is
being maintained by the Committee. As a result, any reference in the provisions of the Plan to a
portion of a Participant’s Account which is attributable to a specific type of contribution or to
contributions previously made under a specific plan shall be deemed to be referring to the balance
of the portion of such Account which reflects not only such specific type of contribution or
contributions previously made under such specific plan allocated to such Account but also the
income or losses allocated to such Account by reason of such specific type of contribution or
contributions previously made under such specific plan.




          6.8.3 Further, when the investment of two or more Accounts in the available Investment Funds
is determined on an aggregate basis by a Participant under later provisions of the Plan, the
Committee shall keep records, to the extent necessary to administer this Plan under the applicable
provisions of this Plan and under the applicable provisions of the Code, showing the interest of
each such Account in each such Investment Fund. In general, when the investment of two or more
Accounts in the available Investment Funds is determined on an aggregate basis, each such Account
will be considered to be invested in a pro rata portion of each different Investment Fund
investment made on such aggregate basis.




     6.9 Loans to Participants. Notwithstanding any other provision of the Plan to the
contrary, beginning effective July 1, 1997, loans shall be made to Participants in accordance with
the following provisions:



          6.9.1 Beginning as of July 1, 1997, subject to the following provisions of this Section 6.9, a
Participant may request a loan be made to him or her from the Plan in accordance with the
provisions of this Section 6.9. The Committee shall approve or deny any request for a loan under
the following provisions of this Section 6.9. The Trust shall provide any requested loan approved
by the Committee.




6-5









 








          6.9.2 Only one loan made under the Plan to a Participant may be outstanding at any point in
time. As a result, no loan shall be granted to a Participant under the Plan unless any prior loan
made by the Plan to the Participant has been fully paid by the Participant prior to the date that
the new loan is made. In this regard, any loan made by the Plan to a Participant may not be used
to pay off a prior outstanding loan made by the Plan to such a Participant.




          6.9.3 The amount of any loan made under the Plan to a Participant may not be less than $500
and may not exceed the lesser of: (1) $50,000 (reduced by the highest outstanding balance of loans
made from the Plan to the Participant during the one year period ending on the day before the date
of the loan); or (2) 50% of the portions of the Participant’s Accounts in which the Participant is
then vested under the other provisions of the Plan.




          6.9.4 Each loan made to a Participant from the Plan shall bear a rate of interest for the
entire term of the loan equal to a rate or rates to be determined by the Committee and to be
generally based on the interest rate or rates used on commercial loans which are comparable in risk
and return to the subject loan at the time the loan is made.




          6.9.5 Each loan made to a Participant from the Plan shall be adequately secured by a portion
of the Participant’s Accounts under the Plan, up to but not in excess of 50% of the vested portion
of the Participant’s Accounts under the Plan, with such specific portion being determined by the
Committee. Also, the Committee may require that the loan be paid by means of payroll deductions to
the extent feasible and that the Participant agree to give the Employer the right to deduct from
the Participant’s salary or wages as payable the amounts necessary to make payments to the Plan on
such loan and the right to forward such amounts to the Trust on behalf of the Participant as
payments on such loan are due.




          6.9.6 The term of any loan made to a Participant from the Plan shall not extend beyond five
years. Further, the term of any loan made to a Participant from the Plan on or after January 1,
1999 shall not be less than one year. In this regard, when a loan made to a Participant from the
Plan prior to January 1, 1999 has a term of less than one year (or, for any loan made to a
Participant from the Plan on or after January 1, 1999, in other limited situations permitted under
procedures adopted by the Committee when the term of the loan is short enough that each required
loan payment is very small), the Committee shall permit the term of such loan to be extended at the
request of the Participant and the required loan payments for the remainder of the loan’s amended
term shall be reamortized accordingly, provided that the term of such loan may not extend beyond
five years from the original date on which the loan is made. Such extension of the loan’s term
shall not be deemed to constitute a new loan for purposes of the Plan.




          6.9.7 Payments of principal and interest on any loan made to a Participant from the Plan shall
be made according to a definite payment schedule, which generally shall call for payments each
payroll period but in no event shall call for payments to be made on a basis slower than on a
quarterly basis.




6-6









 








          6.9.8 The entire unpaid balance of any loan made to a Participant under the Plan and all
accrued interest under the loan shall become immediately due and payable without notice or demand,
and in default, upon the occurrence of either of the following: (1) the failure to make any
payment of principal or interest on the loan or any other payment required under the loan by the
date it is due (and within any grace period permitted under the written loan policy of the
Committee referred in the following provisions of this Section 6.9); or (2) the date on which the
Plan pursuant to its terms otherwise begins distributing any part of the Participant’s vested
Accounts under the Plan (or, if earlier, the expiration of any grace period set forth in the
written loan policy of the Committee referred to in the following provisions of this Section 6.9
which begins on the first date by which the Plan pursuant to its terms could otherwise begin
distributing the Participant’s entire vested Accounts under the Plan if applicable requests and
consents were given for such distribution).




          6.9.9 In the event of a default on any loan made to a Participant from the Plan, foreclosure
on the loan and the attachment of the security under the loan by the Plan shall be made when, but
not until, an event occurs which, under the other terms of the Plan, would otherwise allow the
complete distribution of the Participant’s vested Accounts under the Plan (if all applicable
requests and consents were given for such distribution). A foreclosure on the portion of the
Participant’s vested Accounts which are being used as security for the loan shall be deemed to be
an actual distribution of such portion of the Participant’s Accounts at the time of such
foreclosure. However, any outstanding loan balance plus accrued interest may be taxable upon such
default if required under the provisions of Section 72(p) of the Code, regardless of whether or not
the loan has been foreclosed and the security as to the loan has been attached by the Plan.
Interest shall continue to accrue for Plan purposes (but not necessarily for purposes of Section
72(p) of the Code) until a loan is paid in full or until a distributable event occurs under the
foregoing provisions, regardless of the taxability of the loan.




          6.9.10 Notwithstanding any of the foregoing provisions of this Section 6.9, no loans may be
made: (1) to a Participant who is not an Employee, except for a Participant who is a party in
interest (within the meaning of Section 3(14) of ERISA) with respect to the Plan; (2) to a
beneficiary of a Participant under the Plan; or (3) to an alternate payee (as defined in ERISA
Section 206(d) and Code Section 414(p)) who has an interest in the Plan pursuant to a qualified
domestic relations order (also as defined in ERISA Section 206(d) and Code Section 414(p)). In the
event a Participant who is not an Employee but who is a party in interest with respect to the Plan
requests a loan, the provisions of this Section 6.9 shall apply to such loan, except that: (1) the
Participant shall be allowed to make each required payment under the loan in cash or by check; and
(2) the loan shall not be in default merely because the Participant has terminated employment with
the Employer (when he or she has not yet received his or her entire vested Accounts under the
Plan).




          6.9.11 The expenses of originating and processing any loan, as determined by the Committee,
shall be charged to the Participant and shall have to be paid by him or her to the Trust in order
for the loan to be made.




6-7









 








          6.9.12 A Participant shall be required to sign a promissory note and security agreement and
any other documents deemed necessary by the Committee to carry out the terms of any loan made to
the Participant from the Plan.




          6.9.13 Unless otherwise provided by agreement between the Participant and the Committee, the
principal amount of any loan made by the Plan to the Participant shall be charged, and the value of
any payments made to the Plan on such loan credited, (1) first to the portion of the Participant’s
Savings Account which is attributable to his or her Pre-Tax Savings Contributions made under the
Plan; (2) second, to the extent still necessary, to the Participant’s Matching Account; (3) third,
to the extent still necessary, to the Participant’s Retirement Income Account; (4) fourth, to the
extent still necessary, to the Participant’s Rollover Account; and (5) fifth, to the extent still
necessary, to the portion of the Participant’s Savings Account which is attributable to his or her
After-Tax Savings Contributions made under the Plan. Further, any payment on the loan shall, to
the extent it is credited to an Account of the Participant, be invested in the Investment Fund or
Funds in the same manner as new contributions to such Account are being invested. Notwithstanding
any other provision of the Plan to the contrary, any Account of a Participant shall not share in
the other income and losses of the Trust to the extent that the Account has been charged by reason
of a loan made pursuant to this Section 6.9; and no loan made to a Participant under the Plan or
payments thereon shall be charged or credited to the Accounts of any other Participants. Instead,
for purposes of the Plan, any loan made to a Participant shall be considered as a separate
Investment Fund in which a portion of the Participant’s Accounts is invested (and in which no other
Accounts are invested).




          6.9.14 If any Participant who is requesting a loan from the Plan is married at the time of the
loan, then, to the extent such loan is being charged under Section 6.9.13 above to his or her
Retirement Income Account, a written consent of his or her Spouse to the loan shall be required to
be made within the 90 day period ending on the effective date of the loan. Such written consent of
his or her Spouse must acknowledge the effect on the Participant’s benefits under the Plan of such
loan and be witnessed by a notary public.




          6.9.15 The Committee shall be the party responsible for administering the loan program
provided for under this Section 6.9. The Committee shall provide for a written loan policy which
sets forth further and more detailed rules concerning loans made to Participants under the Plan,
provided that such written loan policy is not inconsistent with any of the other provisions set
forth in this Section 6.9. Such written loan policy shall include but not be limited to rules
concerning procedures for requesting and repaying loans, times when loans may be paid, and any
other matters required to be in such loan policy pursuant to the provisions of Department of Labor
Regulations Section 2550.408b-1. Such loan policy may also provide, but not be limited to, rules
for granting a suspension of required loan payments under the loan or any adjustment in the
installments as to the loan when a Participant is on a Leave of Absence without pay or at a rate of
pay (after income and employment tax withholding) that is less than the amount of the installment
payments otherwise required on the loan. Any such written loan policy shall be deemed a part of
this Plan and incorporated by reference herein.




6-8









 








     6.10 Deduction of Benefit Payments, Forfeitures, and Withdrawals. Any benefit
payment, forfeiture, or withdrawal made from the balance of an Account of a Participant under the
provisions of the Plan shall be deducted, as of the date of such payment, forfeiture, or
withdrawal, from such Account. If such Account is invested in more than one Investment Fund and
such payment, forfeiture, or withdrawal is of less than the entire balance in such Account, then,
except to the extent otherwise provided by accounting rules adopted by the Committee, the value of
the investment of such Account among the Investment Funds will be reduced on a pro-rata basis
(i.e., in the proportion that the balance of such Account then invested in each Investment
Fund bears to the total balance of such Account then invested in all such Investment Funds) to
reflect the amount of such payment, forfeiture, or withdrawal.



     6.11 Account Balances. For purposes of the Plan, the balance or value of any Account
as of any specific date shall be deemed to be the net sum of amounts allocated or credited to, or
charged or deducted from, such Account on such date under the provisions of the Plan. No
Participant, however, shall acquire any right or interest in a specific asset of the Trust merely
as a result of any allocation provided for in the Plan, other than as expressly set forth in the
Plan.



     6.12 Vested Rights. A Participant shall be deemed vested in (i.e., have a
nonforfeitable right to) his or her Accounts (and the balances therein) only in accordance with the
following provisions:



          6.12.1 A Participant shall be fully vested at all times in his or her Savings Account and any
Rollover Account of his or hers.




          6.12.2 Except as is otherwise provided in Section 6.12.5 below, a Participant who was a
participant in a Prior Plan on or before March 31, 1997 shall be fully vested at all times in any
Matching Account of his or hers.




          6.12.3 A Participant who was not a participant in any Prior Plan on or before March 31, 1997
shall have a vested interest in any Matching Account of his or hers as of any specific date equal
to a percentage (for purposes of this Section 6.12.3, the “vested percentage”) of such Account,
determined in accordance with the following schedule (based upon his or her years of Vesting
Service completed to the subject date):




6-9









 








	 	 	 	 	 
	Years of Vesting Service	 	Vested Percentage
	Less than 3
	 	 	0	%
	3 but less than 4
	 	 	20	%
	4 but less than 5
	 	 	40	%
	5 but less than 6
	 	 	60	%
	6 but less than 7
	 	 	80	%
	7 or more
	 	 	100	%






                (a) Notwithstanding the foregoing provisions of this Section 6.12.3, a Participant who was not
a participant in any Prior Plan on or before March 31, 1997 shall be fully vested in any Matching
Account of his or hers if he or she attains his or her Normal Retirement Age, incurs a Total
Disability, or dies while, in any such case, still an Employee.




                (b) In addition, and also notwithstanding the foregoing provisions of this Section 6.12.3, a
Participant who was not a Participant in any Prior Plan on or before March 31, 1997 shall be fully
vested in any Matching Account of his or hers if he or she ceases to be an Employee by reason of
the closing or sale (not including the merger into any Associated Employer or into any division or
facility of an Associated Employer) of any Associated Employer (or any division or facility of an
Associated Employer) while he or she is employed by such Associated Employer (or division or
facility of such Associated Employer).




                (c) Further, and also notwithstanding the foregoing provisions of this Section 6.12.3, a
Participant who was not a Participant in any Prior Plan on or before March 31, 1997 shall be fully
vested in any Matching Account of his or hers if he or she ceases to be an Employee by reason of
(and in accordance and in a manner consistent with) the Employer taking actions (including a
written notification) to terminate his or her employment with the Employer at some point during the
period that begins on July 1, 1999 and ends on December 31, 2000 because of the Employer’s
outsourcing to a corporation or other organization (that is not part of an Associated Employer) of
certain facility management functions which generally involve the non-retailing operations of the
Employer’s facilities.




          6.12.4 Except as is otherwise provided in Section 6.12.5 below, a Participant shall be fully
vested at all times in any Retirement Income Account of his or hers.




          6.12.5 Notwithstanding any of the provisions of Section 6.12.3 or 6.12.4 above, any
Participant who fails to complete at least one Hour of Service on or after the Effective Amendment
Date shall have a vested interest in any Matching Account and/or Retirement Income Account of his
or hers to the extent, and only to the extent, provided under each and any Prior Plan in which the
amounts reflected in such Account or Accounts were credited (in accordance with the provisions of




6-10









 







the Prior Plan as in effect at the time the Participant ceased to be an employee for purposes of
such Prior Plan).




     6.13 Voting of Federated Common Shares Held in Investment Fund.



          6.13.1 Any common shares of Federated which are held in the Investment Fund described in
Section 6B below as Fund F (for purposes of this Section 6.13.1, “Fund F”) shall be voted, on any
matter on which such common shares have a vote, in the manner directed by the Participants pursuant
to this Section 6.13.




          6.13.2 Specifically, each Participant who has any portion of his or her Account invested in
Fund F as of the record date used by Federated to determine the Federated common shares eligible to
vote on any matter may direct the Plan as to how a number of the Federated common shares held in
Fund F as of such record date are to be voted on such matter. The number of shares subject to the
Participant’s direction shall be equal to the product produced by multiplying the total number of
Federated common shares held in Fund F as of such record date by a fraction. Such fraction shall
have a numerator equal to the value of the portion of the Participant’s Accounts which are invested
in Fund F determined as of such record date and a denominator equal to the total value of Fund F as
of such record date. If a Participant fails to instruct the Plan on how to vote on any matter the
number of Federated common shares held in Fund F he or she is entitled to direct, such shares will
not be voted on such matter.




          6.13.3 Before any annual or special meeting of Federated shareholders, the Committee or a
Committee representative will send each Participant who is entitled to direct the vote of any
Federated common shares held in Fund F on a matter being voted on at such meeting a form allowing
the Participant to instruct the Plan as to how to vote such shares on such matter.




6-11









 








SECTION 6A




MAXIMUM ANNUAL ADDITION LIMITS




     6A.1 Maximum Annual Addition Limit—Separate Limitation as to This Plan.



          6A.1.1 General Rules. Subject to the other provisions of this Section 6A.1 but
notwithstanding any other provision of the Plan to the contrary, in no event shall the annual
addition to a Participant’s accounts for any limitation year exceed the lesser of:




                (a) $30,000 (or, if greater, (as adjusted by the Secretary of the Treasury or his or her
delegate for such limitation year); or




                (b) 25% of the Participant’s compensation for such limitation year.



The part of the annual addition attributable to contributions to a defined benefit plan for medical
benefits under Code Section 401(h) or to contributions to a welfare benefit fund for funding for
post-retirement medical benefits under Code Section 419A(d) shall not be applied against the limit
set forth in paragraph (b) above, however.




          6A.1.2 Necessary Terms. For purposes of the rules set forth in this Section 6A.1, the
following terms shall apply:




                (a) The “annual addition” to a Participant’s accounts for a limitation year for purposes of
this Plan shall be determined under the provisions of the Code (and mainly Code Section 415(c)(2))
in effect for such limitation year. In general, for any limitation year beginning after December
31, 1986, the annual addition is generally the sum of employer contributions, employee
contributions, and forfeitures allocated to the Participant’s accounts for such limitation year
under all defined contribution plans (as defined in Code Section 414(i)) maintained by the
Associated Employers, plus any contributions made on behalf of the Participant for such limitation
year under Code Section 415(1) or Code Section 419A(d) (e.g., contributions to a defined
benefit plan for medical benefits or contributions on behalf of a key employee to a welfare benefit
fund for funding for post-retirement medical benefits) under defined benefit plans or welfare
benefit funds maintained by the Associated Employers. (It is noted that for any limitation year
beginning before January 1, 1987, not all employee contributions were included in the annual
addition; instead, only the lesser of the amount of the employee contributions made for such
limitation year in excess of 6% of the Participant’s annual compensation for such limitation year
or one-half of the employee contributions made for such limitation year were counted as part of the
annual addition. This determination need not be recalculated for any such pre-1987 limitation
year. In addition, it is also noted that any Rollover Contributions of a Participant or any
restoration of a Participant’s accounts under Section 8.4, 10.2, or 15.4 below shall not be
considered part of an annual addition for the limitation year in which the restoral occurs.)




6A-1









 








                (b) A Participant’s “compensation” shall, for purposes of the restrictions of Section 6A.1
hereof, refer to his or her Compensation as defined in Section 1.8 above; except that, for purposes
of this Section 6A.1, Section 1.8.2 above shall not apply for any limitation year which begins
prior to January 1, 1998.




                (c) The “limitation year” for purposes of the restrictions under Section 6A.1 above shall be
the Plan Year.




          6A.1.3 Excess Annual Additions. If, as a result of the allocation of forfeitures, a
reasonable error in estimating a Participant’s compensation for a limitation year, a reasonable
error in determining the amount of any Pre-Tax Savings Contributions that may be made with respect
to a Participant under the limits of Section 415 of the Code, or under other limited facts and
circumstances which the Commissioner of Internal Revenue finds justify the availability of the
rules described in this Section 6A.1.3, the annual addition for a Participant with respect to any
limitation year would otherwise cause the limits of Section 6A.1.1 above to be exceeded, such
excess amount shall not be deemed an annual addition in such limitation year for such Participant
and shall instead be adjusted under this Plan as follows:




               (a) First, to the extent necessary to eliminate the excess portion of the annual addition, the
amount of the Matching Contributions made for the Participant for the applicable limitation year
and the forfeitures allocated to the Participant’s Matching Account for such limitation year (and
Plan earnings attributable to such Matching Contributions and forfeitures, which shall be
determined by the same method, or by a substantially similar method to the method, used to
determine Plan earnings attributable to Excess Aggregate Contributions under Section 5A.3.3 above
for the applicable limitation year) shall be allocated to Accounts of other Participants in such a
manner that they are used to reduce the Matching Contributions to the Plan (and as if they were the
Matching Contributions which they replace) at the next earliest opportunity in succeeding
limitation years. Such reallocated Matching Contributions shall not, notwithstanding any other
provision of the Plan to the contrary, be taken into account as Matching Contributions of the
Participant for whose Account they constituted an excess allocation in determining if the average
actual contribution percentage limits set forth in Section 5A.1 above (and Section 401(m)(2) of the
Code) are met as to such Participant.




                (b) Second, to the extent still necessary to eliminate the excess portion of the annual
addition, the amount of the Participant’s After-Tax Savings Contributions for the applicable
limitation year which are Additional Savings Contributions (and Plan earnings attributable thereto,
which shall be determined by the same method, or by a substantially similar method to the method,
used to determine Plan earnings attributable to Excess Aggregate Contributions under Section 5A.3.3
above for the applicable limitation year) shall be returned to the Participant. Such returned
After-Tax Savings Contributions shall not, notwithstanding any other provision of the Plan to the
contrary, be taken into account as After-Tax Savings Contributions of the Participant in




6A-2









 







determining if the average actual contribution percentage limits set forth in Section 5A.1 above
(and Section 401(m)(2) of the Code) are met as to such Participant.




                (c) Third, to the extent still necessary to eliminate the excess portion of the annual
addition, the amount of the Participant’s Pre-Tax Savings Contributions for the applicable
limitation year which were Additional Savings Contributions (and Plan earnings attributable
thereto, which shall be determined by the same method, or a substantially similar method to the
method, used to determine Plan earnings attributable to Excess Contributions under Section 4A.3.2
above for the applicable limitation year) shall be returned to the Participant. Such returned
Pre-Tax Savings Contributions shall not, notwithstanding any other provision of the Plan to the
contrary, be taken into account as Pre-Tax Savings Contributions of the Participant in determining
if the average actual deferral percentage limits set forth in Section 4A.1 above (and Section
401(k)(3) of the Code), and the dollar limit on Pre-Tax Savings Contributions set forth in Section
1.26 above (and Section 402(g) of the Code), are met as to such Participant.




                (d) Fourth, to the extent still necessary to eliminate the excess portion of the annual
addition, the amount of After-Tax Savings Contributions for the applicable limitation year which
are Basic Savings Contributions (and Plan earnings attributable thereto, which shall be determined
by the same method, or by a substantially similar method to the method, used to determine Plan
earnings attributable to Excess Aggregate Contributions under Section 5A.3.3 above for the
applicable limitation year) shall be returned to the Participant. Such returned After-Tax Savings
Contributions shall not, notwithstanding any other provision of the Plan to the contrary, be taken
into account as After-Tax Savings Contributions of the Participant in determining if the average
actual contribution percentage limits set forth in Section 5A.1 above (and Section 401(m)(2) of the
Code) are met as to such Participant. This paragraph (d) shall not apply to any Plan Year which
begins on or after January 1, 1998, however.




               (e) Finally, to the extent still necessary to eliminate the excess portion of the annual
addition, the Participant’s Pre-Tax Savings Contributions for the applicable limitation year which
are Basic Savings Contributions (and Plan earnings attributable thereto, which shall be determined
by the same method, or by a substantially similar method to the method, used to determine Plan
earnings attributable to Excess Contributions under Section 4A.3.2 above for the applicable
limitation year) shall be returned to the Participant. Such returned Pre-Tax Savings Contributions
shall not, notwithstanding any other provision of the Plan to the contrary, be taken into account
as Pre-Tax Savings Contributions of the Participant in determining if the average actual deferral
percentage limits set forth in Section 4A.1 above (and Section 401(k)(3) of the Code), and the
dollar limit on Pre-Tax Savings Contributions set forth in Section 1.26 above (and Section 402(g)
of the Code), are met as to such Participant.



Any contributions which are to be used in place of and to reduce future Matching Contributions to
the Plan shall be held in a suspense account until being able to be so used. No Plan income or
losses shall be allocated to such suspense account. Also, while any suspense account exists, the
Employer shall make further contributions to the Plan for any succeeding limitation year only if
the amounts





6A-3









 







held in such suspense account shall be able to be allocated to Participants’ Accounts for such
limitation year.




          6A.1.4 Combining of Plans. If any other defined contribution plans (as defined in
Section 414(i) of the Code) in addition to this Plan are maintained by the Associated Employers,
then the limitations set forth in this Section 6A.1 shall be applied as if this Plan and such other
defined contribution plans are a single plan. If any reduction or adjustment in a Participant’s
annual addition is required by this Section 6A.1, such reduction or adjustment shall when necessary
be made to the extent possible under any of such other defined contribution plans in which a
portion of the annual addition was allocated to the Participant’s account as of a date in the
applicable limitation year which is later than the latest date in such year as of which any portion
of the annual addition was allocated to the Participant’s account under this Plan (provided such
other plan or plans provide for such reduction or adjustment in such situation). To the extent
still necessary, such reduction or adjustment shall be made under this Plan.




     6A.2 Maximum Annual Addition Limit—Combined Limitation for This Plan and Other Defined
Benefit Plans.



          6A.2.1 General Rule. Subject to the other provisions of this Section 6A.2 but
notwithstanding any other provision of this Plan to the contrary, if a Participant in this Plan
also participates in one or more defined benefit plans (as defined in Section 414(j) of the Code)
which are maintained by the Employer or the Affiliated Employers, then in no event shall the sum of
such Participant’s defined benefit plan fraction and defined contribution plan fraction for any
limitation year exceed 1.0. If and to the extent necessary, the Participant’s retirement benefits
that are projected or payable under the defined benefit plan or plans shall be reduced or frozen so
that this limitation is not exceeded (provided such defined benefit plan or plans provide for such
reduction or freezing of his or her retirement benefits in such situation). If this limitation is
still exceeded even after such reduction or freezing of the Participant’s retirement benefits, then
the annual addition to the Participant’s Accounts under this Plan shall be reduced to the
additional extent necessary so that the limitation is not exceeded. Such reduction shall, to the
extent necessary, be made in the same manner as is described in Section 6A.1.3 above.




          6A.2.2 Defined Benefit Plan Fraction. For purposes of this Section 6A.2, a
Participant’s “defined benefit plan fraction” for any limitation year is a fraction:




                (a) The numerator of which is the Participant’s projected annual benefit under all of the
defined benefit plans maintained by the Associated Employers (determined as of the close of the
subject limitation year and including any such plans whether or not terminated); and




                (b) The denominator of which is the lesser of (1) 1.25 multiplied by the dollar limitation in
effect under Code Section 415(b)(1)(A) for such limitation year or (2) 1.4 multiplied by the amount
which may be taken into account for the Participant under Code Section 415(b)(1)(B) by the close of
such limitation year (i.e., 1.4 multiplied by 100% of his or her average




6A-4









 







annual compensation for his or her high three years). If a Participant’s current accrued benefit
as of the first day of the limitation year beginning on January 1, 1987 exceeds the dollar
limitation in effect under Code Section 415(b)(1)(A) for any limitation year, however, then the
dollar limitation referred to in clause (1) above shall be deemed to be not less than such current
accrued benefit. For purposes hereof, the Participant’s “current accrued benefit” means his or her
accrued benefit when expressed as an annual benefit and as determined under such defined benefit
plans as of the close of the last limitation year beginning before January 1, 1987 (but
disregarding any change in the terms and conditions of such plans after May 5, 1986 and any cost of
living adjustment occurring after May 5, 1986).




          6A.2.3 Defined Contribution Plan Fraction. For purposes of this Section 6A.2, a
Participant’s “defined contribution plan fraction” for any limitation year is a fraction:




                (a) The numerator of which is the sum of all of the annual additions to the Participant’s
accounts under this Plan and all other defined contribution plans (and, to the extent annual
additions are made thereto, defined benefit plans and welfare benefit funds) maintained by the
Associated Employers (whether or not terminated) which have been made as of the close of the
subject limitation year (including annual additions made in prior limitation years); and




                (b) The denominator of which is the sum of the lesser of the following amounts determined for
the subject limitation year and for each prior limitation year in which the Participant performed
service for the Employer or an Affiliated Employer: (1) 1.25 multiplied by the dollar limitation
in effect under Code Section 415(c)(1)(A) for the applicable limitation year (determined without
regard to Code Section 415(c)(6)), or (2) 1.4 multiplied by the amount which may be taken into
account for the Participant under Code Section 415(c)(1)(B) for the applicable limitation year.
(In general, for limitation years beginning after December 31, 1986, the dollar limitation in
effect under Code Section 415(c)(1)(A) for a limitation year is the greater of $30,000, as adjusted
by the Secretary of the Treasury or his or her delegate for such limitation year, and the amount
which may be taken into account under Code Section 415(c)(1)(B) for a limitation year is 25% of the
Participant’s compensation for such limitation year.)




          6A.2.4 Other Necessary Terms. For purposes of the rules set forth in this Section
6A.2, the following terms shall apply:




                (a) A Participant’s “projected annual benefit” as of the close of any limitation year means
the annual benefit that the Participant would be entitled to under all of the defined benefit plans
maintained by the Associated Employers if (1) the Participant continued in employment with his or
her current employer on the same basis as exists as of the close of the subject limitation year
until attaining his or her Normal Retirement Age (or, if he or she has already attained such age by
the close of the subject limitation year, he or she immediately terminated his or her employment),
(2) the Participant’s annual compensation for the subject limitation year remains the same each
later limitation year until he or she terminates employment, and (3) all other relevant





6A-5









 







factors used to determine benefits under such plans for the subject limitation year remain constant
for all future limitation years.




               (b) A Participant’s “annual benefit” means a benefit payable in the form of a single life
annuity.




                (c) A Participant’s “annual addition,” his or her “compensation,” and the “limitation year”
shall all have the same meanings as are given to those terms in Section 6A.1 above.




          6A.2.5 Adjustment of Defined Contribution Plan Fraction. If necessary, an amount
shall be subtracted from the numerator of the defined contribution plan fraction applicable to a
Participant in accordance with regulations prescribed by the Secretary of the Treasury or his or
her delegate so that the sum of the Participant’s defined benefit plan fraction and defined
contribution plan fraction computed as of the end of the last limitation year beginning before
January 1, 1987 does not exceed 1.0 for such limitation year.




          6A.2.6 Combining of Plans. If any other defined contribution plans (as defined in
Section 414(i) of the Code) in addition to this Plan are maintained by the Associated Employers,
then the limitation set forth in this Section 6A.2 shall be applied as if this Plan and such other
defined contribution plans are a single plan. If any reduction or adjustment in a Participant’s
annual addition is required by this Section 6A.2, such reduction or adjustment shall be made to the
extent possible under any of such other defined contribution plan or plans in which a portion of
the annual addition was allocated to the Participant’s account as of a date in the applicable
limitation year which is later than the latest date in such year as of which any portion of the
annual addition was allocated to the Participant’s account under this Plan (provided such other
plan or plans provide for such reduction or adjustment in such situation). To the extent still
necessary, such reduction or adjustment shall be made under this Plan.




          6A.2.7 Termination of Limitation. Notwithstanding any other provision of the Plan to
the contrary, the provisions set forth in this Section 6A.2 shall not apply, and shall no longer be
effective, for any limitation year which begins after December 31, 1999.




6A-6









 








SECTION 6B




INVESTMENT OF ACCOUNTS




     6B.1 General Rules for Investment of Accounts. All of a Participant’s Accounts shall
be invested on and after the Effective Amendment Date in the manner provided under and in
accordance with the following provisions of this Section 6B.1.



          6B.1.1 Each Participant may elect, to be effective as of the next pay day of the Participant
by which the Committee can reasonably put such election into effect, to invest, as soon as
practical after they are made, the Participant’s Savings Contributions and Rollover Contributions
made to the Plan (his or her “future Savings and Rollover Contributions”) in 1% increments among
any or all of Funds A, B, C, D, E, and F. Notwithstanding the foregoing, the Participant may not
elect that more than 50% of his or her future Savings and Rollover Contributions will be invested
in Fund F. Further, if a Participant who first becomes a Participant in the Plan prior to January
1, 1999 never makes any election as to the investment of his or her future Savings and Rollover
Contributions, then he or she shall be deemed to have elected to invest his or her future Savings
and Rollover Contributions in Fund A until he or she changes such election under this Section
6B.1.1. In addition, if a Participant who first becomes a Participant in the Plan on or after
January 1, 1999 never makes any election as to the investment of his or her future Savings and
Rollover Contributions, then he or she shall be deemed to have elected to invest his or her future
Savings and Rollover Contributions in Fund B until he or she changes such election under this
Section 6B.1.1.




          6B.1.2 Any Matching Contributions made to the Plan which are allocable to a Participant’s
Accounts shall be invested, as soon as practical after they are made, in Fund F.




          6B.1.3 Further, each Participant may at any time elect, to be effective as of the next day by
which the Committee can reasonably put such election into effect, to change the investment of the
then balance of his or her Accounts (including for this purpose the portion of his or her Accounts
attributable to his or her Savings Contributions and Rollover Contributions, and to Matching
Contributions allocable to his or her Accounts, which were made prior to such election) in 1%
increments among any or all of Funds A, B, C, D, E, and F. Notwithstanding the foregoing, such
election may not result in more than 50% of the then balance of his or her Accounts to be invested
in Fund F.




          6B.1.4 Unless a Participant changes the investment of the balance of his or her Accounts as of
any date under Section 6B.1.3 above, any net income arising under Fund A, B, C, D, E, or F and
allocable to the Participant’s Accounts shall be reinvested in such Fund.




          6B.1.5 Any election made by a Participant under Section 6B.1.1 or 6B.1.3 above must be made by
a communication to a Plan representative under a telephonic system approved by the Committee or by
any other method approved by the Committee. If such election is made by a




6B-1









 







telephonic communication, it shall be confirmed in writing by the Plan representative to the
Participant.




          6B.1.6 If a Participant fails at any time to make an election as to the investment of his or
her future Savings and Rollover Contributions or the then balance of his or her Accounts, then his
or her future Savings and Rollover Contributions or the then balance of his or her Accounts, as the
case may be, shall continue to be invested in the same manner as applied immediately prior to such
time without change until the Participant subsequently does elect a change under this Section 6B.1
(except that, if no election as to the investment of his or her future Savings and Rollover
Contributions or the then balance of his or her Accounts, as the case may be, had ever previously
been made as to such contributions or balance, then the Participant shall be deemed to have elected
to invest such contributions or balance in Fund A.)




     6B.2 Investment Funds. Several Funds shall be maintained in the Trust Fund for the
investment of Plan funds. For purposes hereof, a “Fund” means a separate commingled investment
fund established under the Trust Fund which is used for the investment of assets of the Plan. Each
of such Funds has a specific investment focus and party or parties directing its investments, which
in both cases is chosen by the Committee or an investment committee appointed under the provisions
of the Trust. Each Fund is subject to all of the terms of the Trust Fund. For purposes of the
Plan, the funds listed below are Funds used for the Plan, have the investment focus described
below, and are the Funds referred to in the other provisions of the Plan:



          6B.2.1 “Fund A” invests in a variety of short-term fixed income corporate and government
securities, mortgage securities, investment contracts with selected insurance or other companies,
intermediate-term fixed-income securities, and cash equivalents.




          6B.2.2 “Fund B” invests in a variety of corporate and government fixed-income securities,
mortgage securities, equity securities, and cash equivalents, as selected by the Committee or by
one or more investment managers appointed under the Trust Fund.




          6B.2.3 “Fund C” invests in common stocks of well established companies which are generally
reflected in the Standard & Poor’s 500 stock equity index fund.




          6B.2.4 “Fund D” invests in the common stocks of smaller, less recognized companies than the
companies reflected in Fund C.




          6B.2.5 “Fund E” invests in the stocks of companies not based in the United States.




          6B.2.6 “Fund F” invests primarily in common stock of Federated, except that a portion of such
Fund may invest in certain cash equivalents.





6B-2









 








SECTION 7




WITHDRAWALS DURING EMPLOYMENT




     7.1 Withdrawals of After-Tax Savings and Rollover Contributions.



          7.1.1 Upon written notice filed with a Plan representative, a Participant may elect to
withdraw from his or her Savings Account any portion of the then value of such Account which is
attributable to his or her After-Tax Savings Contributions which are treated under other provisions
of the Plan as Additional Savings Contributions (for purposes of this Section 7.1, the “After-Tax
Additional Savings Contributions”), and/or to withdraw any portion of the then value of his or her
Rollover Account, and which he or she designates in the notice.




          7.1.2 Also upon written notice filed with a Plan representative, any Participant may, provided
he or she elects at the same time to withdraw the maximum amount of After-Tax Additional Savings
Contributions he or she is permitted to withdraw under Section 7.1.1 above (if any), elect to
withdraw from his or her Savings Account any portion of the then value of such Account which is
attributable to his or her After-Tax Savings Contributions which are treated under other provisions
of the Plan as Basic Savings Contributions and which he or she designates in the notice.




          7.1.3 If a withdrawal under Section 7.1.1 above and/or Section 7.1.2 above is elected, the
actual withdrawal payment shall be distributed in cash to the Participant as soon as
administratively practical after such election.




     7.2 Withdrawals of Pre-Tax Savings Contributions.



          7.2.1 Upon written notice filed with a Plan representative, a Participant may, provided he or
she elects at the same time to withdraw the maximum amount he or she is permitted to withdraw under
Section 7.1 above (if any), request a withdrawal from his or her Savings Account of any portion of
the then value of such Account which is attributable to his or her Pre-Tax Savings Contributions
and which he or she designates in the notice, so long as, if the Participant has not yet attained
age 59-1/2, the requested amount is not greater than the difference between the dollar amount of
the Pre-Tax Savings Contributions previously made on his or her behalf to the Plan and the amount
of Pre-Tax Savings Contributions he or she has previously withdrawn from the Plan. In particular,
no Trust income allocated to the Participant’s Savings Account by reason of his or her Pre-Tax
Savings Contributions made to the Plan may be withdrawn pursuant to the provisions of this Section
7.2 when the withdrawal is made before the Participant has attained age 59-1/2. Further, no
withdrawal may be allowed under this Section 7.2 unless the withdrawal is requested (1) after the
Participant has attained age 59-1/2 or (2) because of a hardship.




7-1









 








          7.2.2 If such a withdrawal is requested, the actual withdrawal payment shall be distributed in
cash to the Participant as soon as administratively practical after such election, provided the
Committee or a Committee representative determines such request is to be granted under the rules
set forth in this Section 7.2 (and, if applicable, Section 7.3 below).




          7.2.3 Also, any withdrawal made by a Participant shall be deemed for Plan purposes to consist
first of those Pre-Tax Savings Contributions which are treated under other provisions of the Plan
as Additional Savings Contributions and second (only to the extent still necessary) of those
Pre-Tax Savings Contributions which are treated under other provisions of the Plan as Basic Savings
Contributions.




          7.2.4 Any withdrawal requested under this Section 7.2 because of a hardship shall be granted
by the Committee or a Committee representative if (and only if) the Committee or the Committee
representative determines that the requested hardship withdrawal meets the requirements set forth
in Section 7.3 below.




          7.3 Requirements for Hardship Withdrawals. Any withdrawal which is requested by a
Participant under Section 7.2 above because of a hardship must meet the following requirements in
order to be granted by the Committee or a Committee representative:




          7.3.1 Any such hardship withdrawal must be requested by the Participant and certified to be on
account of an immediate and heavy financial need of the Participant. Also, written documentation
of the reason for requesting the withdrawal may be required by the Committee or a Committee
representative. Whether a withdrawal is requested on account of an immediate and heavy financial
need of the Participant shall be determined by the Committee or a Committee representative on the
basis of all facts and circumstances. In this regard, a withdrawal shall be considered to be
requested on account of an immediate and heavy financial need of the Participant if the request is
on account of:




                (a) Expenses for medical care (described in Section 213(d) of the Code) previously incurred by
the Participant, his or her spouse, or any dependents of his or hers (as defined in Section 152 of
the Code) or necessary for these persons to obtain medical care (described in Section 213(d) of the
Code);




                (b) Costs directly related to the purchase (excluding mortgage payments) of a principal
residence of the Participant;




                (c) The payment of tuition and related educational fees for the next twelve months of
post-secondary education for the Participant or his or her spouse, children, or dependents (as
defined in Section 152 of the Code);




                (d) The need to prevent the eviction of the Participant from his or her principal residence or
the foreclosure on the mortgage of the Participant’s principal residence;




7-2









 








                (e) The need to pay funeral expenses of a family member of the Participant;




                (f) The need to pay expenses resulting from sudden or unexpected damage to the Participant’s
principal residence or personal property;




                (g) To the extent not described in paragraph (a) above, the need to pay expenses resulting
from a sudden and unexpected illness or accident of the Participant or a family member of the
Participant; or




                (h) To the extent not included in any of the foregoing paragraphs, the need to pay expenses to
alleviate the Participant’s severe financial hardship resulting from extraordinary and
unforeseeable circumstances beyond the control of the Participant.




          7.3.2 Any such hardship withdrawal must also be necessary to satisfy the need for the
withdrawal. A withdrawal shall be deemed necessary to satisfy such need if, and only if, all of
the following conditions are certified to by the Participant:




                (a) The withdrawal is not in excess of the amount of the immediate and heavy financial need of
the applicable Participant which has caused the Participant to request the withdrawal. The amount
of an immediate and heavy financial need of the Participant may include an amount permitted by the
Committee under uniform rules to cover Federal income taxes or penalties which can reasonably be
anticipated to result to the Participant from the distribution;




                (b) The Participant has obtained or is obtaining by the date of the withdrawal all withdrawals
(other than hardship withdrawals) and all nontaxable (at the time of the loans) loans then
available under the Plan and all other plans of the Associated Employers, including any loans then
available under Section 6.9 above and any withdrawal then available under Section 7.1 above;




                (c) The Participant shall be suspended from making employee contributions or having
contributions made by reason of his or her election pursuant to an arrangement described in Section
401(k) of the Code under the Plan, or any other plan of the Associated Employer which is qualified
under Section 401(a) of the Code, for a one year period beginning on the date on which the
withdrawal payment is made;




                (d) The Participant shall be suspended from making employee contributions or having
contributions made by reason of his or her election under any plan of deferred compensation of an
Associated Employer which is not qualified under Section 401(a) of the Code, including for purposes
hereof a stock option or stock purchase plan, for at least one year after the date on which the
withdrawal payment is made; and




7-3









 








                (e) The Participant cannot relieve such need through any other resources.




     7.4 Suspension of Savings Contributions. Notwithstanding any other provision in the
Plan to the contrary, the ability of any Participant who makes a withdrawal under Sections 7.2 and
7.3 above because of a hardship shall automatically be suspended from making Savings Contributions
under this Plan for the one year period beginning on the date on which the withdrawal payment is
made. The Participant may elect to have Savings Contributions resume being made on his or her
behalf as of any pay day which occurs at least one year after such withdrawal date (or any
subsequent day) only by filing a new Savings Agreement with a Plan representative an
administratively reasonable number of days prior to such pay day.



     7.5 Reduction of Post-Withdrawal Pre-Tax Savings Contributions. Notwithstanding any
other provision in the Plan to the contrary, any Participant who makes a withdrawal under Sections
7.2 and 7.3 above because of a hardship may not elect to have Pre-Tax Savings Contributions made to
this Plan, and/or to have any contributions made to any other plans of the Associated Employers by
reason of an election pursuant to any arrangement described in Section 401(k) of the Code, for the
Participant’s tax year next following his or her tax year in which he or she receives such
withdrawal which are in the aggregate in excess of an amount equal to: (1) the applicable limit
under Section 402(g) of the Code for such next tax year (e.g., $9,500, as increased by the
Secretary of the Treasury or his or her delegate for such next tax year); less (2) the aggregate
sum of the Pre-Tax Savings Contributions made on behalf of the Participant to this Plan, and the
contributions made on his or her behalf to any other plans of the Associated Employers by reason of
any arrangement described in Section 401(k) of the Code, for the Participant’s tax year in which
such withdrawal is made.




7-4










 







SECTION 8




DISTRIBUTIONS ON ACCOUNT OF TERMINATION

OF EMPLOYMENT FOR REASONS OTHER THAN DEATH




     8.1 Distribution of Retirement Benefit. Each Participant who is vested in any Account
under the Plan shall be entitled to a retirement benefit under the Plan, which is payable in
accordance with the following provisions:



          8.1.1 The form of such benefit shall be determined under Sections 8A and 8B below.




          8.1.2 Further, subject to the other provisions of the Plan, such benefit shall be paid or
commence to be paid within a reasonable administrative period after the date the Participant
provides a Plan representative with a written direction (on a form prepared or approved by the
Committee) to pay the benefit, except that in no event shall such benefit be paid or commence to be
paid prior to the earlier of the date the Participant ceases to be an Employee or the Participant’s
Required Commencement Date or later than the Participant’s Required Commencement Date.




          8.1.3 Notwithstanding the provisions of Section 8.1.2 above, such benefit shall automatically
be paid, with no direction or consent of the Participant being required, within a reasonable
administrative period after the date the Participant ceases to be an Employee if the lump sum
amount of such benefit is then determined to be $3,500 or less and if the Participant’s ceasing to
be an Employee occurs prior to his or her Required Commencement Date; except that such benefit
shall in no event be paid later than the Participant’s Required Commencement Date. The reference to
“$3,500” contained in the immediately preceding sentence shall be deemed to be a reference to
“$5,000” with respect to any Participant who ceases to be an Employee on or after January 1, 1998
and whose benefit under the Plan does not begin to be paid as of any date prior to January 1, 1998.
In addition, and also notwithstanding the provisions of Section 8.1.2 above, if the retirement
benefit payable under the provisions of this Section 8.1 to a Participant who ceases to be an
Employee before January 1, 1998 is not required to be distributed under the first sentence of this
Section 8.1.3 but the lump sum amount of such benefit is determined to be $5,000 or less as of
January 1, 2001, and if such Participant has not previously started to receive such retirement
benefit, then such benefit shall automatically be paid, with no direction or consent of the
Participant being required, within a reasonable administration period after such date (except that
such benefit shall in no event be paid later than the Participant’s Required Commencement Date).




          8.1.4 Also, in no event shall distribution of any benefit under the Plan to a Participant
under this Section 8.1 be made or commence, provided the Participant has filed a written direction
to pay the benefit (when such direction is required) and the amount of the benefit can be
determined, later than 60 days after the end of the later of the Plan Year during which the
Participant




8-1









 







attains his or her Normal Retirement Age or the Plan Year in which he or she ceases to
be an Employee.




          8.1.5 If a Participant dies before the full distribution of the retirement benefit to which he
or she is entitled, his or her beneficiary under the Plan shall be entitled to a benefit under
Section 9 below and the provisions of this Section 8.1 shall no longer apply.




     8.2 Required Commencement Date. For purposes of the Plan and Section 8.1 above in
particular, a Participant’s “Required Commencement Date” means a date determined by the Committee
for administrative reasons to be the date on which the Participant’s vested Plan benefit (if any
such benefit would then exist and not yet have been distributed) is to commence in order to meet
the requirements of Section 401(a)(9) of the Code (or, for any Participant who attains age 70-1/2
prior to January 1, 1999, in order to meet the requirements of Code Section 401(a)(9) as in effect
before the effect of the Small Business Job Protection Act of 1996 is taken into account), which
date, subject to any subsequent changes to Code Section 401(a)(9), shall be in accordance with the
following parameters:



          8.2.1 Subject to Section 8.2.5 below, for a Participant who attains age 70-1/2 after December
31, 1987 but prior to January 1, 1999, his or her Required Commencement Date must be no later than,
and no earlier than seven months prior to, the April 1 of the calendar year next following the
calendar year in which he or she attains age 70-1/2.




          8.2.2 Subject to Section 8.2.5 below, for a Participant who attains age 70-1/2 either before
January 1, 1988 or after December 31, 1998 and who is not a 5% owner of the Employer, his or her
Required Commencement Date must be no later than, and no earlier than seven months prior to, the
April 1 of the calendar year next following the later of: (1) the calendar year in which he or she
attains age 70-1/2; or (2) the calendar year in which he or she ceases to be an Employee.




          8.2.3 Subject to Section 8.2.5 below, for a Participant who attains age 70-1/2 either before
January 1, 1988 or after December 31, 1998 and who is a 5% owner of an Associated Employer, his or
her Required Commencement Date must be no later than, and no earlier than seven months prior to,
the April 1 of the calendar year next following the later of: (1) the calendar year in which he or
she attains age 70-1/2; or (2) the earlier of the calendar year with or within which ends the Plan
Year in which he or she becomes a 5% owner of the Associated Employer or the calendar year in which
he or she ceases to be an Employee.




          8.2.4 A Participant is deemed to be a 5% owner of an Associated Employer for purposes hereof
if he or she is a 5% owner of the Associated Employer (as determined under Section 416(i)(1)(B) of
the Code) at any time during the Plan Year ending with or within the calendar year in which he or
she attains age 66-1/2 or any subsequent Plan Year. Once a Participant meets the criteria, he or
she shall be deemed a 5% owner of the Associated Employer even if he or she ceases to own 5% of the
Associated Employer in a later Plan Year.




8-2









 








          8.2.5 Notwithstanding the foregoing, for any Participant who has no amount at all allocated to
any Account of his or hers under the Plan (or who is not yet even a Participant) on the date which
otherwise would be his or her Required Commencement Date under the foregoing provisions of this
Section 8.2, then his or her Required Commencement Date shall not be subject to such foregoing
provisions but rather must be a date which falls in, and is no later than the December 31 of, the
calendar year next following the first calendar year in which falls a date as of which an amount is
allocated to any Account of his or hers under the Plan.




     8.3 Forfeiture of Nonvested Accounts on Termination of Employment. If a Participant
ceases to be an Employee for any reason prior to a time when his or her Accounts are fully vested,
the Participant will forfeit from his or her Accounts the nonvested balance therein (i.e.,
the total balance of such Accounts less the vested portion, if any, of such balance), on and as
determined as of the earlier of (1) the date on which he or she receives distribution of the full
vested portion of his or her Accounts or (2) the end of the Plan Year in which he or she first
incurs a Six-Year Break-in-Service which ends after the Participant ceases to be an Employee. The
forfeited amount shall be allocated to Accounts of other Participants in accordance with Section
8.6 below. For purposes hereof, a Participant who terminates employment with the Associated
Employers at a time when he or she has no vested balance in his or her Accounts at all shall be
deemed to have received a complete distribution of the vested portion of his or her Accounts on the
date of such termination of employment.



     8.4 Special Rules as to Effect of Rehirings on Accounts.



          8.4.1 If a former Participant who ceased to be an Employee and thereby forfeited all of his or
her Accounts is rehired as a Covered Employee prior to incurring a Six-Year Break-in-Service, the
dollar amount which was previously forfeited from such Accounts shall be restored, as of the last
day of the Plan Year in which he or she is rehired, to new Accounts (of the same types as the ones
from which he or she suffered the forfeiture) established for him or her under the Plan. In
addition, if a former Participant who ceased to be an Employee, thereby forfeited a portion of but
not all of his or her Accounts, and received a distribution of the vested balance of such Accounts
is rehired as a Covered Employee prior to incurring a Six-Year Break-in-Service, he or she may
repay to the Trust the dollar amount previously distributed to him or her which was attributable to
the vested portion of such prior Accounts. Such repayment must be made prior to the earlier of the
end of a Six-Year Break-in-Service or the sixth annual anniversary of his or her reemployment as an
Employee. If he or she makes such repayment, the dollar amount previously forfeited from such
prior Accounts, together with the dollar amount of the repayment, shall be restored, as of the last
day of the Plan Year in which he or she makes the repayment, to new Accounts (of the same types as
the ones from which he or she suffered the forfeiture and received the distribution) established
for him or her under the Plan.




          8.4.2 If a former Participant who ceased to be an Employee and forfeited a portion but not all
of his or her Matching Account is rehired as a Covered Employee after incurring a Six-Year
Break-in-Service but before receiving the full vested portion of all of his or her Accounts, his




8-3









 







or
her Matching Account shall be renamed as the “Prior Matching Account,” shall at all future times
only reflect the then remaining vested balance therein and Trust earnings and income which become
allocable thereto, and shall be fully vested at all subsequent times. A new Matching Account, to
which future Matching Contributions can be allocated and which shall be subject to the general
vesting provisions of the Plan, shall be established for the rehired Participant.




     8.5 Source of Restorals. The restorals required under Section 8.4 above for any Plan
Year shall, to the extent indicated in Section 8.6 below, be made from forfeitures arising in such
Plan Year. If the amount of such forfeitures are insufficient to make all such required restorals,
then the amount of such required restorals shall be made from a special contribution paid by the
Employer to the Trust. Such contribution shall not be considered an Employer contribution for
purposes of Section 6.1 or 6.2 above or a part of an annual addition (as defined in Section
6A.1.2(a) above) to the Plan.



     8.6 Application of Forfeitures. Any amount of forfeitures arising under the Plan
during a Plan Year: (1) shall first be allocated to make all restorals of Accounts required under
the provisions of Section 8.4 above; (2) shall second, to the extent any such forfeitures still
remain after such first step, be allocated to correct any inadvertent errors made in crediting
amounts to Accounts and to make all restorals of Accounts required under the provisions of Section
10.2 below; (3) shall third, to the extent any such forfeitures still remain after such two steps,
be used to reduce and be substituted in place of the amount of Matching Contributions otherwise
required for the subject Plan Year under the provisions of Section 5.1.3 above; and (4) shall
fourth, to the extent any such forfeitures still remain after such three steps, be allocated among
the Matching Accounts of those Participants who are otherwise entitled to receive an allocation of
Matching Contributions for the subject Plan Year in the same manner as the Matching Contributions
of the Employer are allocated for such Plan Year and in addition to such Matching Contributions.



8-4









 





SECTION 8A




FORM OF DISTRIBUTION OF SAVINGS, ROLLOVER,

AND MATCHING ACCOUNTS




     8A.1 Section Applies Only to Savings, Rollover, and Matching Accounts. This Section
8A provides rules as to the form (except for the time of payout, which is provided for in Section 8
above) of a Participant’s retirement benefit under the Plan with respect to the part of such
benefit attributable to the Savings Account, Rollover Account, and Matching Account of the
Participant (which part of such benefit is referred to in this Section 8A as the Participant’s
“Savings Benefit”). Section 8B below provides the rules as to such form with respect to the part
of the retirement benefit attributable to any Retirement Income Account of the Participant.



     8A.2 Normal Form of Savings Benefit — Lump Sum Payment. Subject to the other
provisions of the Plan, a Participant’s Savings Benefit shall be distributed in the form of a lump
sum payment. The amount of the lump sum payment shall be equal to the vested balances in the
Participant’s Savings, Rollover, and Matching Accounts, determined as of the date which is
reasonably chosen by the Committee or a Committee representative to be sufficiently in advance of
the distribution so as to allow the Committee time to process the distribution (for purposes of
this Section 8A.2, the “subject valuation date”). Such lump sum payment shall be made in cash,
except that the Participant may elect, on a form or writing prepared or approved by the Committee
and filed with a Plan representative prior to the date the payment is processed, that the payment
is to be made partly in the form of common shares of Federated if a portion of his or her Savings
and Matching Accounts then is invested in the Investment Fund described in Section 6B above as Fund
F (for purposes of this Section 8A.2, “Fund F”). If such election is made, then such lump sum
payment will consist of: (1) to the extent sufficient Federated common shares are available under
Fund F, Federated common shares equal to the quotient produced by dividing the vested balances of
the portion of the Participant’s Savings, Rollover, and Matching Accounts which is invested in Fund
F as of the subject valuation date by the closing price (for purposes of this Section 8A.2, the
“subject closing price”) of a Federated common share on the latest trading day of the largest
securities market in which Federated common shares are traded which occurs on or before the subject
valuation date; and (2) cash equal to the difference between the total vested balances of the
Participant’s Savings and Matching Accounts as of the subject valuation date and the value of the
Federated common shares being distributed in the payment (as determined on the basis of the subject
closing price of a Federated common share).



     8A.3 Optional Annuity Form of Benefit Rules. Subject to the other provisions of the
Plan, a Participant may elect to receive his or her Savings Benefit in an Annuity form instead of
the normal form set forth in Section 8A.2 above (or to have part of his or her Savings Benefit paid
in an Annuity form and the remainder paid in the normal form set forth in Section 8A.2 above).
Such an election must be made on a form or writing prepared or approved by the Committee and filed
with a Plan representative prior to the date the benefit is payable under the provisions of Section
8.1 above.



8A-1









 




If the Participant elects to receive his or her Savings Benefit (or part of such
benefit) in an Annuity form, the
specific type of Annuity in which such benefit shall be paid is determined under the provisions of
Sections 8A.4, 8A.5, and 8A.6 below. In addition, the election to pay a Savings Benefit (or part
of such benefit) in an Annuity form is subject to the following provisions:




          8A.3.1 The distribution of any Annuity shall be effected by the application of an amount equal
to the vested balances in the Participant’s Savings, Rollover, and Matching Accounts (determined as
of a date which is reasonably chosen by the Committee or a Committee representative to be
sufficiently in advance of the distribution so as to allow the Committee time to process the
distribution), or the part of such vested balances which the Participant elects to have distributed
in an Annuity form, to the purchase of a nontransferable Annuity contract providing the applicable
type of Annuity form from an insurance company selected by the Committee and the subsequent
forwarding of such contract to the Participant. The purchase of such Annuity shall be made on
behalf of the Participant as a part of the Plan’s administrative procedures. If the Participant
receives a benefit under Section 8B below in the same Annuity form as he or she receives his or her
Savings Benefit (or any part thereof), the Committee may choose to purchase one Annuity contract to
provide both such benefits.




          8A.3.2 Any Annuity contract shall be purchased and distributed on an immediate basis
(i.e., payments under the contract shall begin as of a date which coincides with or is
within a reasonable administrative period after the date as of which such purchase is made). As a
result, the vested balances of the Participant’s Savings, Rollover, and Matching Accounts shall be
maintained in the Plan until just before the Annuity contract is to begin payments, at which time
the contract shall be purchased.




          8A.3.3 The distribution of an Annuity contract hereunder shall, for all purposes of the Plan,
be deemed to constitute the full distribution of the benefit attributable to the part of the
Participant’s Savings, Rollover, and Matching Accounts which is due the Participant and is being
paid in the form of an Annuity.




          8A.3.4 Notwithstanding any other provision of the Plan to the contrary, the applicable
Participant may not elect to receive his or her Savings Benefit (or any part of such benefit) in an
Annuity form if the value of such benefit (or such part) at the time it is determined for
distribution purposes, when added to the value of any benefit under Section 8B below which the
Participant also is to receive in an Annuity form, is $3,500 or less. Instead, in such case such
benefit shall be distributed in a lump sum payment in accordance with the provisions of Section
8A.2 above. The reference to “$3,500” contained in the first sentence of this Section 8A.3.4 shall
be deemed to be a reference to “$5,000” with respect to (1) any Participant who ceases to be an
Employee on or after January 1, 1998 and whose Savings Benefit does not begin to be paid as of any
date prior to January 1, 1998 or (2) any other Participant whose entire retirement benefit under
the Plan is required to be paid pursuant to the provisions of the last sentence of Section 8.1.3
above.




8A-2









 








          8A.3.5 If a Participant elects to receive part but not all of his or her Savings Benefit in
the form of an Annuity, then, for purposes of the provisions of Sections 8A.4, 8A.5, and 8A.6
below,
any reference in such sections to a Participant’s Savings Benefit shall be read to refer only to
the part of such benefit which the Participant elects to receive in the form of an Annuity.




     8A.4 Normal Form of Annuity Benefit.



          8A.4.1 Subject to the other terms of the Plan, if a Participant elects to receive his or her
Savings Benefit in an Annuity form under the provisions of Section 8A.3 above and he or she is not
married as of the date payments under the Annuity are to begin being paid, then such benefit shall
be paid in the form of a Single Life Annuity.




          8A.4.2 Subject to the other terms of the Plan, if a Participant elects to receive his or her
Savings Benefit in an Annuity form under the provisions of Section 8A.3 above and he or she is
married as of the date payments under the Annuity are to begin being paid, then such benefit shall
be paid in the form of a Qualified Joint and Survivor Annuity.




     8A.5 Election Out of Normal Annuity Form.



          8A.5.1 A Participant who elects to receive his or her Savings Benefit in an Annuity form under
the provisions of Section 8A.3 above may elect to waive the normal Annuity form in which such
benefit shall otherwise be paid under Section 8A.4 above and instead to have such benefit paid in
any specific optional Annuity form permitted him or her under Section 8A.6 below, provided: (1)
such election is made in writing to a Plan representative (on a form or writing prepared or
approved by the Committee) both prior to the date on which the Savings Benefit is otherwise
distributed in the absence of this election and within the 90 day period ending on the date on
which his or her Savings Benefit is distributed; and (2) for a Participant who is married on the
date as of which his or her Savings Benefit commences under the Annuity form, the person who is the
Spouse of the Participant on such date consents, in writing to a Plan representative, to such
election within the same 90 day period, with the Spouse’s consent acknowledging the effect of such
consent and being witnessed by a notary public. Any such Spouse’s consent shall be irrevocable
once received by a Plan representative.




          8A.5.2 Notwithstanding the provisions of clause (2) in Section 8A.5.1 above, a consent of a
Spouse shall not be required for purposes of Section 8A.5.1 above if it is established to the
satisfaction of a Plan representative that the otherwise required consent cannot be obtained
because the Plan representative reasonably determines no Spouse exists, because the Spouse cannot
reasonably be located, or because of such other circumstances as the Secretary of the Treasury or
his or her delegate allows in regulations.




          8A.5.3 The Participant may amend or revoke his or her election of an optional Annuity form
under this Section 8A.5 by written notice filed with a Plan representative at any time before his
or her Savings Benefit is processed for distribution to him or her under the Plan; provided




8A-3









 







that if
the Participant attempts upon such an amendment to elect another Annuity form of payment different
than the normal Annuity form applicable to him or her, the conditions of Sections 8A.5.1 and 8A.5.2
above must be satisfied as if such amendment were a new election.




     8A.6 Optional Annuity Forms. A Participant who elects to receive his or her Savings
Benefit in an Annuity form may elect to receive such benefit, in lieu of the normal Annuity form
otherwise payable under Section 8A.4 above and provided all of the election provisions of Section
8A.5 above are met, in any of the following Annuity forms: (1) a Single Life Annuity (which is an
optional Annuity form only for a Participant who is married on the date as of which his or her
Savings Benefit is distributed to him); (2) a Life and Ten Year Certain Annuity; (3) a Full Cash
Refund Annuity; or (4) a Period Certain Annuity.



     8A.7 Annuity Definitions. For purposes of this Section 8A, the following Annuity
definitions apply:



          8A.7.1 “Single Life Annuity” means an Annuity payable as follows. Monthly payments are made
to a Participant for his or her life and end with the last monthly payment due for the month in
which the Participant dies.




          8A.7.2 “Qualified Joint and Survivor Annuity” means an Annuity payable as follows. Monthly
payments are made to a Participant for his or her life, and after his or her death monthly survivor
payments continue to the person who is the Spouse of the Participant on the date as of which
payments under the Annuity begin being paid to the Participant (provided such person survives the
Participant) for such person’s life. Each monthly survivor payment to such person is equal in
amount to 50% (or, if the Participant so elects in writing to the applicable Plan representative
within the 90 day period ending on the date on which payments under the Annuity begin being paid,
66-2/3%, 75%, or 100%) of the monthly payment amount made during the life of the Participant under
the same Annuity.




          8A.7.3 “Life and Ten Year Certain Annuity” means an Annuity payable as follows. Monthly
payments are made to a Participant for his or her life, and such payments end with the payment due
for the month in which the Participant dies if at least 120 monthly payments have been made on
behalf of the Participant. If not, the monthly payments continue after the Participant’s death to
a contingent beneficiary until 120 monthly payments have been made, when aggregated, to the
Participant and the contingent beneficiary. The Participant shall name the contingent beneficiary
in his or her election of this form.




          8A.7.4 “Full Cash Refund Annuity” means an Annuity payable as follows. Monthly payments are
made to a Participant for his or her life and end with the last payment due for the month in which
the Participant dies. Further, if the cost of such Annuity exceeds the total of all monthly
payments made under the Annuity through the month in which the Participant dies, then the amount of
such excess shall be paid to a contingent beneficiary. The Participant shall name the contingent
beneficiary for purposes of such Annuity in his or her election of this form.




8A-4









 








          8A.7.5 “Period Certain Annuity” means an Annuity payable as follows. Monthly payments are
made to a Participant for a certain number of months (the “period certain”) and end with the
payment for the last month in such period certain. If the Participant dies before the end of the
period certain, then the monthly payments due for the remaining months in the period certain after
the month of the Participant’s death shall be paid to a contingent beneficiary. The Participant
shall specify the period certain to be used and name the contingent beneficiary in his or her
election of this form. The period certain may be of any number of months, provided it is not less
than 36 months and not more than 180 months.




     8A.8 Minimum Required Installment/Lump Sum Form of Benefit. Subject to the other
provisions of the Plan, a Participant who is required to receive a retirement benefit under Section
8.1 above on his or her Required Commencement Date and prior to his or her having ceased to be an
Employee shall receive his or her Savings Benefit in a special installment form (for purposes of
this Section 8A.8, the “Installment/Lump Sum Form”), unless and until the Participant elects in a
writing filed with a Plan representative prior to the date of any payment otherwise required under
the Installment/Lump Sum Form to receive his or her Savings Benefit in the normal form set forth in
Section 8A.2 above (in which case his or her then remaining Savings Benefit shall be paid in such
normal form) or in an optional Annuity form (in which case such election shall be subject to the
rules of Sections 8A.3.1 through 8A.3.5 above and of Sections 8A.4 through 8A.6 above and, subject
to such rules, his or her then remaining Savings Benefit shall be paid in such optional Annuity
form). The Committee may require for administrative reasons that such election must be filed a
reasonable number of days or months prior to the date of any payment otherwise required under the
Installment/Lump Sum form for it to be considered effective as of the date of such payment. The
Installment/Lump Sum Form is subject to the following provisions:



          8A.8.1 Under the Installment/Lump Sum Form, a part of the vested balances of the Participant’s
Savings, Rollover, and Matching Accounts is paid in cash to the Participant (or, if he or she dies
before payment of such part, to the beneficiary of the Participant designated under the provisions
of Section 9.6 below) for each Distribution Year. For any Distribution Year, the amount of the
distribution shall be equal to the lesser of: (1) an amount equal to the total vested balances of
all of the Participant’s Accounts (determined as of the last day of the latest calendar year which
ends prior to the subject Distribution Year) divided by the Life Expectancy of the Participant for
such Distribution Year; or (2) an amount equal to the vested balances of the Participant’s Savings,
Rollover, and Matching Accounts (determined as of the latest valuations of the Investment Funds
which have been completed prior to the distribution and the results of which are available on such
date to the Committee). Any distribution which is made hereunder for a Distribution Year shall be
deemed for Plan purposes to be taken first from the Participant’s Savings Account, second (only to
the extent still necessary) from his or her Rollover Account, and third (only to the extent still
necessary) from his or her Matching Account.




          8A.8.2 Further, under the Installment/Lump Sum Form, any then remaining vested balance in the
Participant’s Savings, Rollover, and Matching Accounts shall be paid in a lump sum




8A-5









 







cash payment to
the Participant (or, if he or she dies before such payment, to the beneficiary of the Participant
designated under the provisions of Section 9.6 below) within a reasonable administrative period
after the Participant ceases to be an Employee for any reason. For purposes of this distribution,
the remaining vested balances of the Participant’s Savings, Rollover, and Matching Accounts shall
be
based on the latest valuations of the Investment Funds which have been completed prior to the date
of the distribution and the results of which are available on such date to the Committee.




          8A.8.3 The distribution to be made under the Installment/Lump Sum Form for the Participant’s
first Distribution Year shall be made on the Participant’s Required Commencement Date. The
distribution to be made under the Installment/Lump Sum Form for any later Distribution Year shall
be made on a date which falls in such Distribution Year and which the Committee determines for
administrative reasons to be the date on which such distribution is to be made; except that,
instead of a separate payment, the distribution to be made for any Distribution Year in which the
Participant ceases to be an Employee may be paid as part of the final lump sum cash payment
provided for in Section 8A.8.2 above (whenever it is paid) if (and only if) such final payment is
made in such Distribution Year. If the Participant affirmatively elects in writing to have his or
her Savings Benefit paid in the Installment/Lump Sum form, then such form, once it commences, shall
continue in accordance with the terms of this Section 8A.8 which apply to such form and shall not
be subject to change.




          8A.8.4 For purposes of this Section 8A.8, a “Distribution Year” means, with respect to any
Participant, the latest calendar year which ends prior to or with the latest date which could serve
as the Participant’s Required Commencement Date and each later calendar year to and including the
calendar year in which the Participant ceases to be an Employee.




          8A.8.5 Also for purposes of this Section 8A.8, the “Life Expectancy” of the Participant shall
be, for each and any Distribution Year which ends after the Effective Amendment Date, the
Participant’s life expectancy divisor for such Distribution Year. For purposes hereof, the
Participant’s “life expectancy divisor” for any such Distribution Year shall be deemed to be the
applicable multiple set forth in the latest table adopted on or before the first day of the subject
Distribution Year under Treas. Reg. Section 1.72-9 to reflect expected return multiples for
ordinary life annuities, one life, which applies to the age of the Participant on his or her
birthday in the subject Distribution Year. (As of the Effective Amendment Date, the table
contained in Treas. Reg. Section 1.72-9 from which a Participant’s life expectancy divisor is
derived is Table V.)




          8A.8.6 Notwithstanding the foregoing provisions of this Section 8A.8, if the value of the
Participant’s Savings Benefit as of his or her Required Commencement Date, when added to the value
of any benefit under Section 8B below which the Participant also is to receive, is $3,500 or less,
his or her Savings Benefit shall be distributed in the normal form set forth in Section 8A.2 above
instead of the Installment/Lump Sum Form. The reference to “$3,500” contained in the immediately
preceding sentence shall be deemed to be a reference to “$5,000” with respect to any




8A-6









 







Participant
whose Required Commencement Date occurs on or after January 1, 1998 and whose Savings Benefit does
not begin to be paid as of any date prior to January 1, 1998.




8A-7









 








SECTION 8B




FORM OF DISTRIBUTION OF

RETIREMENT INCOME ACCOUNTS




     8B.1 Section Applies Only to Retirement Income Accounts. This Section 8B provides
rules as to the form (except for the time of payout, which is set forth in Section 8 above) of a
Participant’s retirement benefit under the Plan with respect to the part of such benefit
attributable to any Retirement Income Account of the Participant (which part of such benefit is
referred to in this Section 8B as the Participant’s “Profit Sharing Benefit”), if any. Section 8A
above provides the rules as to such form with respect to the part of the retirement benefit
attributable to any Savings, Rollover, and Matching Accounts of the Participant (which part of such
benefit is referred to in this Section 8B as the Participant’s “Savings Benefit”).



     8B.2 Normal Form of Profit Sharing Benefit — Qualified Annuity Forms.



          8B.2.1 Subject to the other terms of the Plan, if a Participant is not married as of the date
payment of his or her Profit Sharing Benefit is to commence, then such benefit shall be paid in the
form of a Single Life Annuity.




          8B.2.2 Subject to the other terms of the Plan, if a Participant is married as of the date
payment of his or her Profit Sharing Benefit is to commence, then such benefit shall be paid in the
form of a Qualified Joint and Survivor Annuity.




     8B.3 Election Out of Normal Form.



          8B.3.1 A Participant may elect to waive the normal form in which his or her Profit Sharing
Benefit shall otherwise be paid under Section 8B.2 above and instead to have such benefit (or any
part of such benefit) paid in any specific optional form permitted him or her under Section 8B.4
below, provided: (1) such election is made in writing to a Plan representative (on a form or
writing prepared or approved by the Committee) both prior to the date on which the Profit Sharing
Benefit is distributed in the absence of this election and within the 90 day period ending on the
date on which his or her Profit Sharing Benefit is distributed or paid; and (2) for a Participant
who is married on the date as of which his or her Profit Sharing Benefit commences or is paid, the
person who is the Spouse of the Participant on such date consents, in writing to a Plan
representative, to such election within the same 90 day period, with the Spouse’s consent
acknowledging the effect of such consent and being witnessed by a notary public. Any such Spouse’s
consent shall be irrevocable once received by a Plan representative.




          8B.3.2 Notwithstanding the provisions of clause (2) in Section 8B.3.1 above, a consent of a
Spouse shall not be required for purposes of Section 8B.3.1 above if it is established to the
satisfaction of a Plan representative that the otherwise required consent cannot be obtained




8B-1









 







because the
Plan representative reasonably determines no Spouse exists, because the Spouse cannot reasonably be
located, or because of such other circumstances as the Secretary of the Treasury or his or her
delegate allows in regulations.




          8B.3.3 The Participant may amend or revoke his or her election of an optional form under this
Section 8B.3 by written notice filed with a Plan representative at any time before his or her
Profit Sharing Benefit is processed for distribution to him or her under the Plan; provided that if
the Participant attempts upon such an amendment to elect another form of payment different than the
normal form applicable to him or her, the conditions of Sections 8B.3.1 and 8B.3.2 above must be
satisfied as if such amendment were a new election.




     8B.4 Regular Optional Forms.



          8B.4.1 Provided all of the election provisions of Section 8B.3 above are met, a Participant
may elect to receive his or her Profit Sharing Benefit in any of the following forms instead of the
normal form otherwise payable under Section 8B.2 above (or to have part of his or her Profit
Sharing Benefit paid in any of the following forms and the remainder paid in the normal form
otherwise payable under Section 8B.2 above):




               (a) A Single Life Annuity (which is an optional form only for a Participant who is married on
the date as of which his or her Profit Sharing Benefit commences to be paid to him);



               (b) A Life and Ten Year Certain Annuity;



               (c) A Full Cash Refund Annuity;



               (d) A Period Certain Annuity; or



               (e) A lump sum payment. The amount of the lump sum payment shall be equal to the vested
balance of the Participant’s Retirement Income Account, determined as of a date which is reasonably
chosen by the Committee or a Committee representative to be sufficiently in advance of the
distribution so as to allow the Committee time to process the distribution (for purposes of this
paragraph (e), the “subject valuation date”), or the part of such vested balance which the
Participant elects to have distributed in a lump sum payment form, as the case may be. Such lump
sum payment shall be made in cash, except that the Participant may elect, on a form or writing
prepared or approved by the Committee and filed with a Plan representative prior to the date the
payment is processed, that the payment is to be made partly in the form of common shares of
Federated if a portion of his or her Retirement Income Account then is invested in the Investment
Fund described in Section 6B above as Fund F (for purposes of this paragraph (e), “Fund F”). If
such election is made, then such lump sum payment will consist of: (1) to the extent sufficient
Federated common shares are available under Fund F, Federated common shares equal to the quotient
produced by dividing the vested balance of the portion of the Participant’s Retirement



8B-2









 




Income
Account which is invested in Fund F as of the subject valuation date by the closing price (for
purposes of this paragraph (e), the
“subject closing price”) of a Federated common share on the latest trading day of the largest
securities market in which Federated common shares are traded which occurs on or before the subject
valuation date; and (2) cash equal to the difference between the total vested balance of the
Participant’s Retirement Income Account as of the subject valuation date and the value of the
Federated common shares being distributed in the payment (as determined on the basis of the subject
closing price of a Federated common share).




     8B.5 Annuity Form of Benefit Rules. If a Participant’s Profit Sharing Benefit is paid
in any Annuity form under the provisions of this Section 8B, such Annuity form shall be subject to
the following provisions:



          8B.5.1 The distribution of any Annuity shall be effected by the application of an amount equal
to the vested balance in the Participant’s Retirement Income Account (determined as of a date which
is reasonably chosen by the Committee or a Committee representative to be sufficiently in advance
of the distribution so as to allow the Committee time to process the distribution), or the part of
such vested balance which is to be distributed in an Annuity form, to the purchase of a
nontransferable Annuity contract providing the applicable type of Annuity form from an insurance
company selected by the Committee and the subsequent forwarding of such contract to the
Participant. The purchase of such Annuity shall be made on behalf of the Participant as a part of
the Plan’s administrative procedures. If the Participant receives his or her Savings Benefit (or
any part thereof) under Section 8A above in the same Annuity form as he or she receives his or her
Profit Sharing Benefit (or any part thereof), the Committee may choose to purchase just one Annuity
contract to provide both such benefits.




          8B.5.2 Any Annuity contract shall be purchased and distributed on an immediate basis
(i.e., payments under the contract shall begin as of a date which coincides with or is
within a reasonable administrative period after the date as of which such purchase is made). As a
result, the vested portion of the Participant’s Retirement Income Account shall be maintained in
the Plan until just before the Annuity contract is to begin payments, at which time the contract
shall be purchased.




          8B.5.3 The distribution of an Annuity contract hereunder shall, for all purposes of the Plan,
be deemed to constitute the full distribution of the benefit attributable to the part of the
Participant’s Retirement Income Account which is due the Participant and is being paid in the form
of an Annuity.




     8B.6 Annuity Definitions. For purposes of this Section 8B, a “Single Life Annuity,”
“Qualified Joint and Survivor Annuity,” “Life and Ten Year Certain Annuity,” “Full Cash Refund
Annuity,” and “Period Certain Annuity” shall have the same meanings as are set forth for such terms
in Section 8A.7 above.



8B-3









 





     8B.7 Required Lump Sum Form for Small Profit Sharing Benefit.



          8B.7.1 Notwithstanding any other provision of the Plan to the contrary, a Participant shall
automatically receive his or her Profit Sharing Benefit in the form of a lump sum payment (and not
in any Annuity form) unless the value of such benefit at the time it is processed for distribution,
when added to the value of any benefit under Section 8A above which the Participant elects to
receive in an Annuity form, is in excess of $3,500. The reference to “$3,500” contained in the
immediately preceding sentence shall be deemed to be a reference to “$5,000” with respect to (1)
any Participant who ceases to be an Employee on or after January 1, 1998 and whose Profit Sharing
Benefit does not begin to be paid as of any date prior to January 1, 1998 or (2) any other
Participant whose entire retirement benefit under the Plan is required to be paid pursuant to the
provisions of the last sentence of Section 8.1.3 above.




          8B.7.2 The amount of any lump sum payment that is payable pursuant to the provisions of
Section 8B.7.1 above shall be equal to the vested balance in the Participant’s Retirement Income
Account determined as of a date which is reasonably chosen by the Committee or a Committee
representative to be sufficiently in advance of the distribution so as to allow the Committee time
to process the distribution (for purposes of this Section 8B.7, the “subject valuation date”).
Such lump sum payment shall be made in cash, except that the Participant may elect, on a form or
writing prepared or approved by the Committee and filed with a Plan representative prior to the
date the payment is processed, that the payment is to be made partly in the form of common shares
of Federated if a portion of his or her Retirement Income Account then is invested in the
Investment Fund described in Section 6B above as Fund F (for purposes of this Section 8B.7, “Fund
F”). If such election is made, then such lump sum payment will consist of: (1) to the extent
sufficient Federated common shares are available under Fund F, Federated common shares equal to the
quotient produced by dividing the vested balance of the portion of the Participant’s Retirement
Income Account which is invested in Fund F as of the subject valuation date by the closing price
(for purposes of this Section 8B.7, the “subject closing price”) of a Federated common share on the
latest trading day of the largest securities market in which Federated common shares are traded
which occurs on or before the subject valuation date; and (2) cash equal to the difference between
the total vested balance of the Participant’s Retirement Income Account as of the subject valuation
date and the value of the Federated common shares being distributed in the payment (as determined
on the basis of the subject closing price of a Federated common share).




     8B.8 Optional Minimum Required Installment/Lump Sum Form of Benefit. As a special
option, subject to the other provisions of the Plan, a Participant who is required to receive a
retirement benefit under Section 8.1 above on his or her Required Commencement Date and prior to
his or her having ceased to be an Employee may elect to receive his or her Profit Sharing Benefit,
in lieu of the form otherwise payable under Section 8B.2 above and provided all of the election
provisions of Section 8B.3 above are met, in a special installment form (for purposes of this
Section 8B.8, the “Installment/Lump Sum Form”). Such an election must, in addition to the
requirements set forth in Section 8B.3 above, be filed with a Plan representative prior to his or
her Required Commencement Date. The Committee may require for administrative reasons that such



8B-4









 




election must be filed a
reasonable number of days or months prior to his or her Required Commencement Date for it to be
considered effective. The Installment/Lump Sum Form is subject to the following provisions:




          8B.8.1 Under the Installment/Lump Sum Form, a part of the vested balance of the Participant’s
Retirement Income Account is paid in cash to the Participant (or, if he or she dies before payment
of such part, to the beneficiary of the Participant designated under the provisions of Section 9A.9
below) for each Distribution Year. For any Distribution Year, the amount of the distribution shall
be equal to the difference between: (1) an amount equal to the total vested balances of all of
the Participant’s Accounts (determined as of the last day of the calendar year which ends prior to
the subject Distribution Year) divided by the Life Expectancy of the Participant for such
Distribution Year; and (2) the amount distributed to the Participant for such Distribution Year
from his or her Savings, Rollover, and Matching Accounts under Section 8A.8 above.




          8B.8.2 Further, under the Installment/Lump Sum Form, any then remaining vested balance in the
Participant’s Retirement Income Account shall be paid in a lump sum cash payment to the Participant
(or, if he or she dies before such payment, to the beneficiary of the Participant designated under
the provisions of Section 9A.9 below) within a reasonable administrative period after the
Participant ceases to be an Employee for any reason. For purposes of this distribution, the
remaining vested balance of the Participant’s Retirement Income Account shall be based on the
latest valuations of the Investment Funds which have been completed prior to the date of the
distribution and the results of which are available on such date to the Committee.




          8B.8.3 The distribution to be made under the Installment/Lump Sum Form for the Participant’s
first Distribution Year shall be made on the Participant’s Required Commencement Date. The
distribution to be made under the Installment/Lump Sum Form for any later Distribution Year shall
be made on a date which falls in such Distribution Year and which the Committee determines for
administrative reasons to be the date on which such distribution is to be made; except that,
instead of a separate payment, the distribution to be made for any Distribution Year in which the
Participant ceases to be an Employee may be paid as part of the final lump sum cash payment
provided for in Section 8B.8.2 above (whenever it is paid) if (and only if) such final payment is
made in such Distribution Year. If the Participant affirmatively elects in writing to have his or
her Profit Sharing Benefit paid in the Installment/Lump Sum form, then such form, once it
commences, shall continue in accordance with the terms of this Section 8B.8 which apply to such
form and shall not be subject to change.




          8B.8.4 For purposes of this Section 8B.8, a “Distribution Year” means, with respect to any
Participant, the latest calendar year which ends prior to or with the latest date which could serve
as the Participant’s Required Commencement Date and each later calendar year to and including the
calendar year in which the Participant ceases to be an Employee.




          8B.8.5 Also for purposes of this Section 8B.8, the “Life Expectancy” of the Participant shall
be, for each and any Distribution Year which ends after the Effective Amendment




8B-5









 







Date, the
Participant’s life expectancy divisor for such Distribution Year. For purposes hereof, the
Participant’s “life expectancy divisor” for any such Distribution Year shall be deemed to be the
applicable multiple set forth in the latest table adopted on or before the first day of the subject
Distribution Year under Treas. Reg. Section 1.72-9 which applies to the age of the Participant on
his or her birthday in the subject Distribution Year. (As of the Effective Amendment Date, the
table contained in Treas. Reg. Section 1.72-9 from which a Participant’s life expectancy divisor is
derived is Table V.)




          8B.8.6 Notwithstanding the foregoing provisions of this Section 8B, if the Participant has any
Savings Benefit which is also being distributed under Section 8A above on his or her Required
Commencement Date and prior to his or her having ceased to be an Employee, then he or she may elect
that his or her Profit Sharing Benefit is to be distributed in the Installment/Lump Sum Form only
if he or she also elects in writing to have his or her Savings Benefit distributed in the
Installment/Lump Sum Form described in Section 8A.8 above.




          8B.8.7 Also notwithstanding the foregoing provisions of this Section 8B, if (1) the
Participant has any Savings Benefit which is also being distributed under Section 8A above on his
or her Required Commencement Date solely because he or she has reached such date and prior to his
or her having ceased to be an Employee, (2) such Savings Benefit is distributed under the
provisions of Section 8A above in the Installment/Lump Sum Form described in Section 8A.8 above,
(3) the Participant fails to indicate in any writing to a Plan representative the form in which he
or she wants his or her Profit Sharing Benefit distributed on his or her Required Commencement
Date, and (4) no portion of his or her Profit Sharing Benefit would be required to be paid on his
or her Required Commencement Date under the Installment/Lump Sum Form described in this Section
8B.8 even if such Installment/Lump Sum Form had been elected, then the Participant shall be deemed
to have elected to receive his or her Profit Sharing Benefit in the form of the Installment/Lump
Sum Form described in this Section 8B.8 until the first date on which some portion of his or her
Profit Sharing Benefit would be required to be paid under the Installment/Lump Sum Form described
in this Section 8B.8 (for purposes of this Section 8B.8.7, the “Required Profit Sharing
Distribution Date”). At such time, the form of the Participant’s Profit Sharing Benefit shall be
redetermined under all of the provisions of this Section 8B (disregarding only this Section 8B.8.7)
as if the Required Profit Sharing Distribution Date was the date on which the Participant’s Profit
Sharing Benefit was to commence.




8B-6









 





SECTION 9




DISTRIBUTIONS ON ACCOUNT OF DEATH




     9.1 Distribution of Death Benefit. If a Participant dies, whether while employed by
an Associated Employer or after such employment has ceased, prior to having a retirement benefit
paid (or at least commence to be paid) to him or her under the provisions of Sections 8, 8A, and/or
8B above, the Participant’s beneficiary shall be entitled to receive a death benefit under the
Plan. Such death benefit, regardless of the form of payment, is payable solely from and
attributable to the vested portions of the Participant’s Accounts.



     9.2 Time of Death Benefit. Subject to the provisions of Section 9A below, any death
benefit payable under Section 9.1 above on behalf of a Participant shall be distributed within a
reasonable administrative period after the Employer or the Committee receives notice of the
Participant’s death (and in no event, subject only to the Employer or the Committee receiving
notice of the death, shall such benefit be distributed later than December 31 of the calendar year
next following the calendar year in which the Participant died).



     9.3 Normal Form of Death Benefit — Lump Sum Payment. Subject to the provisions of
Section 9A below and the other provisions of this Section 9, any death benefit payable under
Section 9.1 above on behalf of a Participant shall be distributed in the form of a lump sum
payment. The amount of the lump sum payment shall be equal to the vested balances of the
Participant’s Accounts determined as of a date which is reasonably chosen by the Committee or a
Committee representative to be sufficiently in advance of the distribution so as to allow the
Committee time to process the distribution (for purposes of this Section 9.3, the “subject
valuation date”). Such lump sum payment shall be made in cash, except that the Participant’s
beneficiary may elect, on a form or writing prepared or approved by the Committee and filed with a
Plan representative prior to the date the payment is processed, that the payment is to be made
partly in the form of common shares of Federated if a portion of the Participant’s Accounts then is
invested in the Investment Fund described in Section 6B above as Fund F (for purposes of this
Section 9.3, “Fund F”). If such election is made, then such lump sum payment will consist of: (1)
to the extent sufficient Federated common shares are available under Fund F, Federated common
shares equal to the quotient produced by dividing the vested balances of the portion of the
Participant’s Accounts which is invested in Fund F as of the subject valuation date by the closing
price (for purposes of this Section 9.3, the “subject closing price”) of a Federated common share
on the latest trading day of the largest securities market in which Federated common shares are
traded which occurs on or before the subject valuation date; and (2) cash equal to the difference
between the total vested balances of the Participant’s Accounts as of the subject valuation date
and the value of the Federated common shares being distributed in the payment (as determined on the
basis of the subject closing price of a Federated common share).



9-1









 





     9.4 Optional Annuity Form of Death Benefit Rules. Subject to Section 9A below and the
other provisions of this Section 9, a Participant’s beneficiary who is entitled to a death benefit
payable
under Section 9.1 above on behalf of the Participant may elect to receive such death benefit in
either a Single Life Annuity, a Life and Ten Year Certain Annuity, a Full Cash Refund Annuity, or a
Period Certain Annuity, instead of the normal form set forth in Section 9.3 above. Such an
election must be made on a form or writing prepared or approved by the Committee and filed with a
Plan representative prior to the date the death benefit is processed for payment under the
provisions of Section 9.2 above. In addition, the election to pay a death benefit in an optional
Annuity form is subject to the following provisions:



          9.4.1 The distribution of any Annuity shall be effected by the application of an amount equal
to the vested balances of the Participant’s Accounts (determined as of a date which is reasonably
chosen by the Committee or a Committee representative to be sufficiently in advance of the
distribution so as to allow the Committee time to process the distribution) to the purchase of a
nontransferable Annuity contract providing the applicable type of Annuity form from an insurance
company selected by the Committee and the subsequent forwarding of such contract to the
Participant’s beneficiary. The purchase of such Annuity shall be made on behalf of the
Participant’s beneficiary as a part of the Plan’s administrative procedures.




          9.4.2 Any Annuity contract shall be purchased and distributed on an immediate basis
(i.e., payments under the contract shall begin as of a date which coincides with or is
within a reasonable administrative period after the date as of which such purchase is made). As a
result, the vested balances of the Participant’s Accounts shall be maintained in the Plan until
just before the Annuity contract is to begin payments, at which time the contract shall be
purchased.




          9.4.3 The distribution of an Annuity contract hereunder shall, for all purposes of the Plan,
be deemed to constitute the full distribution of the death benefit which is due the Participant’s
beneficiary.




          9.4.4 Notwithstanding any other provisions of the Plan to the contrary, the applicable
beneficiary may not elect to receive the death benefit due to be paid hereunder in an optional
Annuity form if the value of such death benefit at the time it is to be distributed is $3,500 or
less. Instead, in such case such benefit shall be distributed in a lump sum payment in accordance
with the provisions of Section 9.3 above. The reference to “$3,500” contained in the first
sentence of this Section 9.4.4 shall be deemed to be a reference to “$5,000” when the applicable
Participant dies on or after January 1, 1998.




     9.5 Annuity Definitions. For purposes of this Section 9, the following Annuity
definitions apply:



          9.5.1 “Single Life Annuity” means an Annuity payable as follows. Monthly payments are made to
a Participant’s beneficiary for the beneficiary’s life and end with the last monthly payment due
for the month in which the beneficiary dies.




9-2









 








          9.5.2 “Life and Ten Year Certain Annuity” means an Annuity payable as follows. Monthly
payments are made to a Participant’s beneficiary for the beneficiary’s life, and such payments end
with the last monthly payment due for the month in which the beneficiary dies if at least 120
monthly payments have been made on behalf of the beneficiary. If not, the monthly payments
continue after the beneficiary’s death to a contingent beneficiary until 120 monthly payments have
been made, when aggregated, to the beneficiary and the contingent beneficiary. The beneficiary
shall name the contingent beneficiary in his or her election of this form.




          9.5.3 “Full Cash Refund Annuity” means an Annuity payable as follows. Monthly payments are
made to a Participant’s beneficiary for the beneficiary’s life and end with the last monthly
payment due for the month in which the beneficiary dies. Further, if the cost of such Annuity
exceeds the total of all monthly payments made under the Annuity through the month in which the
beneficiary dies, then the amount of such excess shall be paid to a contingent beneficiary. The
beneficiary shall name the contingent beneficiary for purposes of such Annuity in his or her
election of this form.




          9.5.4 “Period Certain Annuity” means an Annuity payable as follows. Monthly payments are made
to a Participant’s beneficiary for a certain number of months (the “period certain”) and end with
the payment for the last month in such period certain. If the beneficiary dies before the end of
the period certain, then the monthly payments due for the remaining months in the period certain
after the month of the beneficiary’s death shall be paid to a contingent beneficiary. The
beneficiary shall specify the period certain to be used and name the contingent beneficiary in his
or her election of this form. The period certain may be of any number of months, provided it is
not less than 36 months and not more than 180 months.




     9.6 Designation of Beneficiary. Subject to the provisions of Section 9A below, a
Participant’s beneficiary for purposes of the Plan shall be deemed to be the surviving Spouse of
the Participant. The Participant may designate a different beneficiary on a form or writing
prepared or approved by the Committee and filed with a Plan representative. Such a designation is
not effective, however, unless (1) no Spouse survives the death of the Participant (or it is
established to the satisfaction of a Plan representative that no Spouse survives such death, the
Spouse cannot reasonably be located, or there exist other circumstances prescribed by the Secretary
of the Treasury or his or her delegate which warrant the disregarding of any need for spousal
consent to the designated beneficiary) or the Spouse irrevocably consents to the different
beneficiary before the Participant’s death, (2) the subject form is filed with a Plan
representative prior to the Participant’s death, and (3) the designated beneficiary survives the
death of the Participant. Such different beneficiary may consist of one or more persons, trusts,
or estates. The Participant may amend or revoke such designation at any time prior to his or her
death on a form or writing prepared or approved by the Committee and filed (prior to his or her
death) with a Plan representative, provided that any designation of a beneficiary other than his or
her Spouse shall only be effective if such designation meets all of the conditions of the second
sentence of this Section 9.6. Any consent of a Spouse required hereunder must be made in writing,
acknowledge the effect of such consent, and be



9-3









 




witnessed by a notary public. If the Committee
determines that the Participant is not survived by a Spouse or other properly designated
beneficiary, the Participant’s beneficiary for purposes of the Plan shall be deemed to be the
estate of the Participant.




9-4









 





SECTION 9A




SPECIAL SPOUSAL DEATH BENEFIT DISTRIBUTION RULES FOR

RETIREMENT INCOME ACCOUNTS




     9A.1 Section Applies Only to Retirement Income Accounts. This Section 9A provides
special rules as to the form and time of payment and the designation of beneficiary with respect to
the part (if any) of any death benefit payable under Section 9 above on behalf of a Participant
which is attributable to the Participant’s Retirement Income Account (which part of such benefit is
referred to in this Section 9A as the Participant’s “Profit Sharing Death Benefit”) when (and only
when) the Participant’s beneficiary for purposes of such Profit Sharing Death Benefit is the
Participant’s Spouse. To the extent the provisions of this Section 9A apply, such provisions shall
govern the payment of the Participant’s Profit Sharing Death Benefit, and the provisions of Section
9 above shall apply only to the part of the death benefit otherwise described in Section 9 above
which is attributable to the Participant’s Savings, Rollover, and Matching Accounts (with such part
being referred to in this Section 9A as the Participant’s “Savings Death Benefit” and with any
reference to the Accounts of the Participant contained in such Section 9 above being read to refer
only to the Participant’s Savings and Matching Accounts).



     9A.2 Time of Profit Sharing Death Benefit. If the Participant’s beneficiary for
purposes of his or her Profit Sharing Death Benefit is his or her Spouse, then the Participant’s
Profit Sharing Death Benefit shall be distributed to his or her Spouse within a reasonable
administrative period after the later of the date the Employer or the Committee receives notice of
the Participant’s death or the date the Spouse provides a written consent to payment of such
benefit (except that in no event, subject only to the Employer or the Committee receiving notice of
the death, shall such benefit be distributed later than December 31 of the later of the calendar
year next following the calendar year in which the Participant died or the calendar year in which
the Participant would have attained age 70-1/2 had he or she survived).



     9A.3 Normal Form of Profit Sharing Death Benefit. If the Participant’s beneficiary
for purposes of his or her Profit Sharing Death Benefit is his or her Spouse, then, subject to the
other terms of this Section 9A, such Profit Sharing Death Benefit shall be paid to the Spouse in
the form of a Single Life Annuity.



     9A.4 Election Out of Normal Form. If the Spouse of a Participant is entitled to
receive the Participant’s Profit Sharing Death Benefit in the form of a Single Life Annuity under
Section 9A.3 above, the Spouse may instead elect to waive such Single Life Annuity form and have
such benefit paid in any specific optional form permitted the Spouse under Section 9A.5 below,
provided such election is made in writing to a Plan representative (on a form or writing prepared
or approved by the Committee) both prior to the date on which the Profit Sharing Death Benefit is
otherwise processed for distribution in the absence of this election and within the 90 day period
ending on the date on which the Profit
Sharing Death Benefit is distributed. The Spouse may amend or revoke his



9A-1









 




or her election of an
optional form under this Section 9A.4 by written notice filed with a Plan representative at any
time before the Profit Sharing Death Benefit is processed for distribution to him or her under the
Plan.




     9A.5 Optional Forms. If the Spouse of a Participant is entitled to receive the
Participant’s Profit Sharing Death Benefit in the form of a Single Life Annuity under Section 9A.3
above, the Spouse may elect to receive such benefit, in lieu of the Single Life Annuity form and
provided all of the election provisions of Section 9A.4 above are met, in any of the following
forms:



          9A.5.1 A Life and Ten Year Certain Annuity;




          9A.5.2 A Full Cash Refund Annuity;




          9A.5.3 A Period Certain Annuity; or




          9A.5.4 A lump sum payment. The amount of the lump sum payment shall be equal to the vested
balance in the Participant’s Retirement Income Account determined as of a date which is reasonably
chosen by the Committee or a Committee representative to be sufficiently in advance of the
distribution so as to allow the Committee time to process the distribution (for purposes of this
Section 9A.5.4, the “subject valuation date”). Such lump sum payment shall be made in cash, except
that the Spouse may elect, on a form or writing prepared or approved by the Committee and filed
with a Plan representative prior to the date the payment is processed, that the payment is to be
made partly in the form of common shares of Federated if a portion of the Participant’s Retirement
Income Account then is invested in the Investment Fund described in Section 6B above as Fund F (for
purposes of this Section 9A.5.4, “Fund F”). If such election is made, then such lump sum payment
will consist of: (1) to the extent sufficient Federated common shares are available under Fund F,
Federated common shares equal to the quotient produced by dividing the vested balance of the
portion of the Participant’s Retirement Income Account which is invested in Fund F as of the
subject valuation date by the closing price (for purposes of this Section 9A.5.4, the “subject
closing price”) of a Federated common share on the latest trading day of the largest securities
market in which Federated common shares are traded which occurs on or before the subject valuation
date; and (2) cash equal to the difference between the total vested balance of the Participant’s
Retirement Income Account as of the subject valuation date and the value of the Federated common
shares being distributed in the payment (as determined on the basis of the subject closing price of
a Federated common share).




     9A.6 Annuity Form of Benefit Rules. If a Participant’s Profit Sharing Death Benefit
is paid in any Annuity form to the Participant’s Spouse under the provisions of this Section 9A,
such Annuity form shall be subject to the following provisions:



          9A.6.1 The distribution of any Annuity under the provisions of this Section 9A shall be
effected by the application of an amount equal to the vested balance of the Participant’s
Retirement Income Account (determined as of a date which is reasonably chosen by the Committee




9A-2









 







or a
Committee representative to be sufficiently in advance of the distribution so as to allow the
Committee time to process the distribution) to the purchase of a nontransferable Annuity contract
providing the applicable type of Annuity form from an insurance company selected by the Committee
and the subsequent forwarding of such contract to the Participant’s Spouse. The purchase of such
Annuity shall be made on behalf of the Participant’s Spouse as a part of the Plan’s administrative
procedures. If the Spouse receives the Savings Death Benefit under Section 9 above in the same
Annuity form as he or she receives the Participant’s Profit Sharing Death Benefit, the Committee
may choose to purchase just one Annuity contract to provide both such benefits.




          9A.6.2 Any Annuity contract provided under this Section 9A shall be purchased and distributed
on an immediate basis (i.e., payments under the contract shall begin as of a date which
coincides with or is within a reasonable administrative period after the date as of which such
purchase is made). As a result, the vested balance of the Participant’s Retirement Income Account
shall be maintained in the Plan until just before the Annuity contract is to begin payments, at
which time the contract shall be purchased.




          9A.6.3 The distribution of an Annuity contract under this Section 9A shall, for all purposes
of the Plan, be deemed to constitute the full distribution of the benefit attributable to the
Participant’s Profit Sharing Death Benefit which is due the Participant’s Spouse.




     9A.7 Required Lump Sum Form for Small Profit Sharing Death Benefit.



          9A.7.1 Notwithstanding any other provision of the Plan to the contrary, if the Spouse of a
Participant is entitled to receive the Participant’s Profit Sharing Death Benefit under the
provisions of this Section 9A, then the Spouse shall automatically receive such benefit in the form
of a lump sum payment (and not in any Annuity form) if the value of such benefit at the time it is
processed for distribution, when added to the value of any portion of the Savings Death Benefit
which is payable to the Spouse and which the Spouse elects to receive in an Annuity form, is $3,500
or less. The reference to “$3,500” contained in the immediately preceding sentence shall be deemed
to be a reference to “$5,000” when the applicable Participant dies on or after January 1, 1998. In
addition, and also notwithstanding any other provision of the Plan, if the entire death benefit
payable under a Profit Sharing Death Benefit payable under the provisions of this Section 9A to the
Spouse of a Participant who dies before January 1, 1998 is not required to be distributed under the
first sentence of this Section 9A.7.1 but the lump sum amount of such benefit (when added to the
Participant’s Savings Death Benefit which is payable to the Spouse) is determined to be $5,000 or
less as January 1, 2001, and if the Spouse has not previously started to receive such benefit, then
such benefit shall automatically be paid in the form of a lump sum payment (and not in an Annuity
form).




          9A.7.2 The amount of any lump sum payment that is payable pursuant to the provisions of
Section 9A.7.1 above shall be equal to the vested balance in the Participant’s Retirement Income
Account determined as of a date which is reasonably chosen by the Committee or a Committee
representative to be sufficiently in advance of the distribution so as to allow the




9A-3









 







Committee
time to process the distribution (for purposes of this Section 9A.7, the “subject valuation date”).
Such lump sum payment shall be made in cash, except that the Spouse may elect, on a form or
writing prepared or approved by the Committee and filed with a Plan representative prior to the
date the payment is made, that the payment is to be made partly in the form of common shares of
Federated if a portion of the Participant’s Retirement Income Account then is invested in the
Investment Fund described in Section 6B above as Fund F (for purposes of this Section 9A.7, “Fund
F”). If such election is made, then such lump sum payment will consist of: (1) to the extent
sufficient Federated common shares are available under Fund F, Federated common shares equal to the
quotient produced by dividing the vested balance of the portion of the Participant’s Retirement
Income Account which is invested in Fund F as of the subject valuation date by the closing price
(for purposes of this Section 9A.7, the “subject closing price”) of a Federated common share on the
latest trading day of the largest securities market in which Federated common shares are traded
which occurs on or before the subject valuation date; and (2) cash equal to the difference between
the total vested balance of the Participant’s Retirement Income Account as of the subject valuation
date and the value of the Federated common shares being distributed in the payment (as determined
on the basis of the subject closing price of a Federated common share).




     9A.8 Annuity Definitions. For purposes of this Section 9A, a “Single Life Annuity,”
“Life and Ten Year Certain Annuity,” “Full Cash Refund Annuity,” and “Period Certain Annuity” shall
have the same meanings as are set forth for such terms in Section 9.5 above; except that any
reference to a “beneficiary” contained in each such section shall be read for purposes of this
Section 9A to refer to a “Spouse.”



     9A.9 Designation of Beneficiary. The Spouse of a Participant shall automatically be
deemed to be the beneficiary of the Participant’s Profit Sharing Death Benefit, unless no Spouse
survives the death of the Participant (or it is established to the satisfaction of a Plan
representative that no Spouse survives such death, the Spouse cannot reasonably be located, or
there exist other circumstances prescribed by the Secretary of the Treasury or his or her delegate
which would warrant the disregarding of any need of a spousal consent to a different beneficiary if
one had been attempted to be named by the Participant). If no Spouse survives the death of the
Participant (or it is established to the satisfaction of a Plan representative that no Spouse
survives such death, the Spouse cannot reasonably be located, or there exist other circumstances
prescribed by the Secretary of the Treasury or his or her delegate which would warrant the
disregarding of any need for a spousal consent to a different beneficiary if one had been attempted
to be named by the Participant), the Participant’s beneficiary for purposes of his or her Profit
Sharing Death Benefit shall be deemed to be the same as his or her beneficiary determined under
Section 9.6 above.




9A-4










 







SECTION 10




ADDITIONAL DISTRIBUTION PROVISIONS




     10.1 Allocation of Contributions After Distribution. Notwithstanding any provision of
the Plan to the contrary, any contributions which are allocated to any Account of a Participant as
of a date which is on or prior to the date of a complete distribution of the vested balance of such
Account to the Participant (or his or her beneficiary) under Sections 8, 8A, 8B, 9, and/or 9A above
but which are actually paid to the Trust after the date such distribution is processed and any
contributions which both are allocated to such Account and actually paid to the Trust after the
date such distribution is processed (such contributions being referred to under this Section 10.1
in either case as “late contributions”) shall be disregarded in the determination of the amount of
the vested balance of such Account to be distributed. Instead, subject to the other provisions of
the Plan, any late contributions (to the extent the Participant is vested in such amounts under the
other provisions of the Plan) shall be paid within a reasonable administrative period after they
are actually paid to the Trust to the Participant (or, if the Participant dies before such payment,
to the appropriate beneficiary of the Participant under the other provisions of the Plan) in the
same type of Annuity form as is being paid to the Participant (or beneficiary) immediately prior to
the payment of the late contributions (if the prior distribution was made in the form of an Annuity
under the other provisions of the Plan) or in a form of benefit which is in accordance with the
other provisions of the Plan concerning benefit forms and assuming for such purpose that such late
contributions were the sole retirement benefit applicable to the Participant (if the prior
distribution was not made in any type of Annuity form).



     10.2 Determination of Proper Party For Distribution and Forfeiture When Proper Party
Cannot Be Located.



          10.2.1 The facts as shown by the records of the Committee at the time of any payment due under
the Plan shall be conclusive as to the proper payee and of the amounts properly payable, and
payment made in accordance with such state of facts shall constitute a complete discharge of any
and all obligations under the Plan.




          10.2.3 If a Participant (or a person, trust, or estate claiming through him or her) who is
entitled to a benefit hereunder makes no timely claim for such benefit and the Committee cannot
reasonably locate or know how to find the Participant (or such other person, trust, or estate),
then such benefit may, in the discretion of the Committee, continue to be held for the Participant
(or such other person, trust, or estate) or may be forfeited. If, however, such benefit is
forfeited but the lost Participant (or person, trust, or estate claiming through him) thereafter
makes a claim for the amount previously forfeited hereunder, such benefit shall be restored and
paid to the proper party (without any interest credited on the previously forfeited benefit) within
a reasonable administrative period thereafter. The restorals required under this Section 10.2
shall, to the extent provided in Section 8.6 above, be made from forfeitures arising in such Plan
Year. If the amount of such forfeitures are



10-1









 







insufficient to make all such required restorals, then
the amount of such required restorals shall be made from a special contribution paid by the
Employer to the Trust. Such contribution shall not be
considered an Employer contribution for purposes of Section 6.1 or 6.2 above or a part of an
annual addition (as defined in Section 6A.1.2(a) above) to the Plan.



     10.3 Reemployed Participant. Notwithstanding any other provision of the Plan to the
contrary, if a Participant in this Plan who ceased to be an Employee and became thereby entitled to
the distribution of all or any part of his or her Plan Accounts resumes employment as an Employee
prior to his or her Required Commencement Date, the Committee shall then direct the Trustee to
postpone or cease distribution of such Accounts, to the extent such action is administratively
possible (e.g., no Annuity contract has been purchased or lump sum payment made), until the
Participant’s later termination of employment (or, if earlier, his or her Required Commencement
Date).



     10.4 Nonalienation of Benefits.



          10.4.1 To the extent permitted by law, no benefit payable under the Plan shall be subject in
any manner to alienation, sale, transfer, assignment, pledge, encumbrance, or charge, whether
voluntary or involuntary, nor shall any such benefit be in any manner liable for or subject to the
debts, contracts, liabilities, engagements, or torts of the person entitled to such benefit.




          10.4.2 The Committee shall, however, adopt procedures to allow benefits to be assigned in
connection with qualified domestic relations orders (as defined in and in accordance with the
provisions of Section 206(d) of ERISA and Section 414(p) of the Code). In this regard, the Plan
shall permit a lump sum cash payment to be made at any time to a Participant’s alternate payee (as
also is defined in ERISA Section 206(d) and Code Section 414(p)) if directed by a qualified
domestic relations order, even if the Participant has not yet ceased to be an Employee and has not
attained his or her earliest retirement date (again as defined in ERISA Section 206(d) and Section
414(p) of the Code). Further, the Plan shall permit any such alternate payee to have the same
rights to direct the investment of any part of any Account which is held under the Plan on behalf
of the alternate payee pursuant to a qualified domestic relations order as a Participant would
have.




          10.4.3 In addition, if a beneficiary of a Participant under the Plan who is otherwise entitled
to a benefit under the Plan files a qualified disclaimer with a Plan representative that the
beneficiary disclaims any interest in such benefit, then the Plan shall recognize such qualified
disclaimer and distribute or otherwise deal with such benefit in accordance with the provisions of
the Plan in a manner that assumes that the beneficiary making the qualified disclaimer never became
a beneficiary of the Participant for purposes of the Plan. For purposes of the Plan, a “qualified
disclaimer” of a beneficiary of a Participant under the Plan means an irrevocable and unqualified
refusal by the beneficiary to accept any interest in Plan benefits, provided that all of the
following requirements are met: (1) the purported disclaimer is in writing; (2) the purported
disclaimer is received by a Plan representative within nine months after the date of the
Participant’s death; (3) the beneficiary has not accepted or been paid any benefits under the Plan;
(4) as a result of the

10-2









 








disclaimer the benefits of the Plan will pass to a person other than the
beneficiary making the disclaimer; (5) the purported disclaimer is determined by the Committee to
meet any other requirements of Code Section 2518 in order to be considered a qualified disclaimer
for purposes of such section and to meet any requirements of applicable state law.




     10.5 Incompetency. Every person receiving or claiming benefits under the Plan shall
be conclusively presumed to be mentally or legally competent and of age until the date on which the
Committee receives written notice that such person is incompetent or a minor for whom a guardian or
other person legally vested with the care of his or her person or estate has been appointed. If
the Committee finds that any person to whom a benefit is payable under the Plan is unable to care
for his or her affairs because he or she is incompetent or is a minor, any payment due (unless a
prior claim therefor has been made by a duly appointed legal representative) may be paid to the
spouse, a child, a parent, a brother, or a sister of such person, or to any person or institution
deemed by the Committee to have incurred expense for such person. If a guardian of the estate of
any person receiving or claiming benefits under the Plan is appointed by a court of competent
jurisdiction, benefit payments may be made to such guardian provided that proper proof of
appointment and continuing qualification is furnished in a form and manner acceptable to the
Committee. Any payment made pursuant to this Section 10.5 shall be a complete discharge of
liability therefor under the Plan.



     10.6 Legal Distribution Limits. Notwithstanding any other provision of this Plan to
the contrary, any payment of a retirement or death benefit in any form must meet and be in
accordance with the distribution requirements of Section 401(a)(9) of the Code (as amended by the
Federal Small Business Job Protection Act of 1996), including the incidental death benefit
requirements which are referred to in such section, and such section is hereby incorporated by
reference into this Plan.



     10.7 Distribution Form Notices. The Plan shall provide a Participant (or a
beneficiary) with notices as to the forms in which he or she may receive any retirement (or death)
benefit to which he or she is entitled at such times as shall allow the person to make a choice
among his or her options. In this regard, the Plan shall provide any written explanations to a
Participant (or a beneficiary) under Code Section 417(a)(3) to the extent such explanations apply
to the Participant. Further, if any distribution to a Participant made under the Plan is one to
which Code Sections 401(a)(11) and 417 do not apply, such distribution may commence less than 30
days after the notice required under Treas. Reg. Section 1.411(a)-11(c) is given, provided that:
(1) the Participant is clearly informed that he or she has a right to a period of at least 30 days
after receiving the notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option); and (2) the Participant, after receiving the
notice, affirmatively elects a distribution. In addition, to the extent any distribution to a
Participant made under the Plan is one to which Code Sections 401(a)(11) and 417 apply, such
distribution may commence less than 30 days after the notice required under Treas. Reg. Section
1.411(a)-11(c) is given, and the date as of which such distribution is made may be less than 30
days after any written explanation required by Code



10-3









 







Section 417(a)(3) to be given the Participant
is so provided, if the requirements of Treas. Reg. Section 1.417(e)-1T(b)(3) are met.



     10.8 Direct Rollover Distributions.



          10.8.1 This Section 10.8 applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Section 10.8, a distributee may elect, at the time and in the
manner prescribed by the Committee, to have any portion of an eligible rollover distribution otherwise payable to him or her
paid directly to an eligible retirement plan specified by the distributee in a direct rollover.




          10.8.2 For purposes of this Section 10.8, the following terms shall have the meanings
indicated below:




               (a) An “eligible rollover distribution” means, with respect to any distributee, any
distribution of all or any portion of the entire benefit otherwise payable under the Plan to the
distributee, except that an eligible rollover distribution does not include: (1) 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
life expectancies) of the distributee and the distributee’s designated beneficiary, or for a
specified period of ten years or more; (2) any distribution to the extent such distribution is
required to be made under Section 401(a)(9) of the Code; (3) any distribution that is made on or
after January 1, 1999 and under the provisions of Sections 7.2 and 7.3 above because of a hardship;
or (4) the portion of any distribution that is not includable in gross income of the distributee
for purposes of Federal income tax.



               (b) An “eligible retirement plan” means, with respect to any distributee’s eligible rollover
distribution, an individual retirement account described in Section 408(a) of the Code, an
individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that
accepts the distributee’s eligible rollover distribution. However, in the case of an eligible
rollover distribution to a distributee who is a distributee by reason of being the surviving spouse
of a Participant, an “eligible retirement plan” means only an individual retirement account
described in Section 408(a) of the Code or an individual retirement annuity described in Section
408(b) of the Code.



               (c) A “distributee” means a Participant. In addition, a Participant’s surviving spouse, or a
Participant’s spouse or former spouse who is the alternate payee under a qualified domestic
relations order (as defined in Section 414(p) of the Code), is a distributee with regard to any
interest of the Participant which becomes payable under the Plan to such spouse or former spouse.



10-4









 





               (d) A “direct rollover” means, with respect to any distributee, a payment by the Plan to an
eligible retirement plan specified by the distributee.



          10.8.3 The Committee may prescribe reasonable rules in order to provide for the Plan to meet
the provisions of this Section 10.8. Any such rules shall comply with the provisions of Code
Section 401(a)(31) and any applicable Treasury regulations which are issued with respect to the
direct rollover requirements. For example, subject to meeting the provisions of Code Section
401(a)(31) and applicable Treasury regulations, the Committee may: (1) prescribe the specific
manner in which a direct rollover will be made by the Plan, whether by wire transfer to the
eligible retirement plan, by mailing a check to the eligible retirement plan, by providing the
distributee a check made payable to the eligible retirement plan and directing the distributee to
deliver the check to the eligible retirement plan, and/or by some other method; (2) prohibit any
direct rollover of any eligible rollover distributions payable during a calendar year to a distributee when the total of such distributions is less than
$200; or (3) refuse to make a direct rollover of an eligible rollover distribution to more than one
eligible retirement plan.




     10.9 Distribution Restrictions. No withdrawal or distribution of any portion of a
Participant’s Accounts may be distributed unless such withdrawal or distribution is authorized by
another provision of this Plan. In addition, and notwithstanding any other provision of this Plan
to the contrary, in no event may any amount held under the Plan which is attributable to the
Participant’s Pre-Tax Savings Contributions under this Plan be distributed earlier than (1) the
Participant’s separation from service from the Employer and the Affiliated Employers, death, or
Total Disability, (2) the Participant’s attainment of age 59-1/2, (3) the hardship of the
Participant (determined under the other provisions of the Plan), or (4) any event described in
Section 401(k)(10) of the Code (e.g., a lump sum payment made by reason of the termination
of the Plan without the establishment or maintenance of another defined contribution plan other
than an employee stock ownership plan, the disposition by the Employer of substantially all of its
assets used by it in a trade or business when the Participant continues employment with the
corporation acquiring such assets, or the disposition by the Employer of its interest in a
subsidiary when the Participant continues employment with such subsidiary).



     10.10 Coverage of Pre-Effective Amendment Date Participants. Except as is otherwise
specifically provided in this Plan, the provisions of this Plan only apply to persons who become
Participants in this Plan under Section 3 above and to benefits which have not been paid prior to
the Effective Amendment Date. However, any person who was a participant in one or more Prior Plans
and, while never becoming a Participant in this Plan under Section 3 above, still had a
nonforfeitable right to an unpaid benefit under the Prior Plans as of the date immediately
preceding the Effective Amendment Date shall be considered a participant in this Plan to the extent
of his or her interest in such benefit. The amount of such benefit, the form in which such benefit
is to be paid, and the conditions (if any) which may cause such benefit not be paid shall, except
as is otherwise specifically provided in this Plan or in the Prior Plans, be determined solely by
the versions of the Prior Plans in effect at the time he or she retired or terminated employment
with the Employer.




10-5









 








SECTION 11




NAMED FIDUCIARIES




     Any person, committee, or entity which is designated or appointed under the Plan or the Trust
(or under a procedure set forth in the Plan or the Trust) to have any responsibility for the
control, management, or administration of this Plan or the assets thereof (each such fiduciary
being hereinafter referred to individually as a “Named Fiduciary” and collectively as the “Named
Fiduciaries”) shall have only such powers and responsibilities as are expressed in the Plan or the
Trust or are provided for in the procedure by which he or she or it is designated or appointed, and
any power or responsibility for the control, management, or administration of the Plan or Trust
Fund which is not expressly allocated to any Named Fiduciary, or with respect to which an
allocation is in doubt, shall be deemed allocated to Federated. Each Named Fiduciary shall have no
responsibility to inquire into the acts or omissions of any other Named Fiduciary in the exercise
of powers or the discharge of responsibilities assigned to such other Named Fiduciary under the
Plan.



     Any Named Fiduciaries may, by agreement among themselves, allocate any responsibility or duty,
other than the responsibility of the Trustee for the management and control of the Trust Fund
within the meaning of Section 405(c) of ERISA, assigned to a Named Fiduciary hereunder to one or
more other Named Fiduciaries, provided, however, that any agreement respecting such allocation must
be in writing and filed with the Committee for placement with the records of the Plan. No such
agreement shall be effective as to any Named Fiduciary which is not a party thereto until such
Named Fiduciary has received written notice of such agreement from the Named Fiduciaries involved.
Any Named Fiduciary may, by written instrument filed with the Committee for placement with the
records of the Plan, designate a person who is not a Named Fiduciary to carry out any of its
responsibilities under the Plan, other than the responsibility of the Trustee for the management
and control of the Trust Fund within the meaning of Section 405(c) of ERISA, provided, however,
that no such designation shall be effective as to any other Named Fiduciary until such other Named
Fiduciary has received written notice thereof.



     Any Named Fiduciary, or a person designated by a Named Fiduciary to perform any responsibility
of a Named Fiduciary pursuant to the procedure described in the preceding paragraph, may employ one
or more persons to render advice with respect to any responsibility such Named Fiduciary has under
the Plan or such person has by reason of such designation. A person may serve the Plan in more
than one fiduciary capacity and may be a Participant.




11-1









 








SECTION 12




ADMINISTRATIVE AND INVESTMENT COMMITTEE




     12.1 Appointment of Committee. The Board shall appoint the Committee, the members of
which may be officers or other employees of the Employer or any other persons. The Committee shall
be composed of not less than three nor more than 15 members, each of whom shall serve at the
pleasure of the Board, and vacancies in the Committee arising by reason of resignation, death,
removal, or otherwise shall be filled by the Board. Any member may resign of his or her own accord
by delivering his or her written resignation to the Board.



     12.2 General Powers of Committee.



          12.2.1 The Committee shall administer the Plan, is authorized to make such rules and
regulations as it may deem necessary to carry out the provisions of the Plan, and is given complete
discretionary authority to determine any person’s eligibility for benefits under the Plan, to
construe the terms of the Plan, and to decide any other matters pertaining to the Plan’s
administration. The Committee shall determine any question arising in the administration,
interpretation, and application of the Plan, which determination shall be binding and conclusive on
all persons. In the administration of the Plan, the Committee may: (1) employ or permit agents to
carry out nonfiduciary and/or fiduciary responsibilities (other than trustee responsibilities as
defined in Section 405(c)(3) of ERISA), (2) provide for the allocation of fiduciary
responsibilities (other than trustee responsibilities as defined in Section 405(c)(3) of ERISA)
among its members, and (3) limit to the extent it deems advisable the maximum percent of
Compensation which a Participant who is then believed by the Committee to be a Highly Compensated
Employee may elect to have contributed to the Plan as Pre-Tax Savings Contributions and/or
After-Tax Savings Contributions for a specific Plan Year. Actions dealing with fiduciary
responsibilities shall be taken in writing and the performance of agents, counsel, and fiduciaries
to whom fiduciary responsibilities have been delegated shall be reviewed periodically.




          12.2.2 Further, the Committee shall administer the Plan and adopt such rules and regulations
as in the opinion of the Committee are necessary or advisable to implement and administer the Plan
and to transact its business. In performing their duties, the members of the Committee shall act
solely in the interest of the Participants of the Plan and their beneficiaries and:




               (a) for the exclusive purpose of providing benefits to Participants and their beneficiaries;



               (b) with the care, skill, prudence, and diligence under the circumstances then prevailing that
a prudent man acting in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims; and



12-1









 





               (c) in accordance with the documents and instruments governing the Plan insofar as such
documents and instruments are consistent with the provisions of title I of ERISA.



          12.2.3 Notwithstanding the foregoing provisions of this Section 12.2, if the Committee cannot
reasonably and economically determine or verify, with respect to an Employee or a class of
Employees, service, compensation, date of hire, date of termination, or any other pertinent factor
in the administration of the Plan, the Committee shall adopt, with respect to such Employee or
class of Employees, reasonable and uniform assumptions regarding the determination of such factor
or factors, provided that no such assumption shall (1) discriminate in favor of Highly Compensated
Employees, (2) reduce or eliminate a protected benefit (within the meaning of Treas. Reg. Section
1.411(d)-4), or (3) operate to the disadvantage of such Employee or class of Employees.




          12.2.4 In addition, notwithstanding any other provision of the Plan to the contrary, the
Committee may correct any actions or inactions made in the administration or operation of the Plan
that it determines were made in error or in breach of the terms of the Plan, of applicable law, or
of the duties of the Plan’s fiduciaries (and, if necessary to the correction, cause the Employer or
any of the Plan’s fiduciaries to take actions with respect to the Plan that effect such
corrections), provided that the corrective methods used by the Committee may not be inconsistent
with any revenue procedures or other guidance issued by the Internal Revenue Service as to the
manner in which corrections of actions or inactions made in the administration or operation of the
Plan may be made. In this regard, but not in limitation of the general correction rights provided
by the immediately preceding sentence, the following provisions that concern corrections taken in
response to court decisions or settlement agreements that require corrective actions to be taken
with respect to the Plan shall apply hereunder:




               (a) If any action that alleges that actions or inactions made in the administration or
operation of the Plan were made in error or in breach of the terms of the Plan, of applicable law,
or of the duties of the Plan’s fiduciaries is filed in a court of appropriate jurisdiction or is
threatened to be so filed, either the applicable court issues a decision or the Committee (or the
Plan Administrator) enters into a settlement agreement with the parties who filed or threatened to
file such action, and such court decision or settlement agreement, as the case may be, calls for
certain steps to be taken with respect to the Plan in order to correct such errors or breaches
(which steps are not inconsistent with any revenue procedures or other guidance issued by the
Internal Revenue Service as to the manner in which corrective actions involving the Plan may be
made), then the Committee may cause such steps required by the court decision or settlement
agreement to be effected.



               (b) In the event corrective actions required by a court decision or settlement agreement
described in paragraph (a) above are taken with respect to the Plan, the provisions of such court
decision or settlement agreement shall be deemed incorporated herein by reference and deemed a part
of the Plan.



12-2









 





          12.2.5 Unless otherwise provided in the Trust, the Committee shall also establish guidelines
with respect to the investment of all funds held by the Trustee under the Plan and to make or
direct all investments pursuant thereto.




          12.2.6 For purposes hereof, any party which has been authorized by the Plan or under a
procedure authorized under the Plan to perform fiduciary and/or nonfiduciary administrative duties
hereunder, whether such party is the Committee, Federated, an agent appointed or permitted by the
Committee to carry out its duties, or otherwise, shall, when properly acting within the scope of
his or her or its authority, sometimes be referred to in the Plan as a “Plan representative” or, if
appointed by the Committee directly to be an agent thereof, a “Committee representative.”




     12.3 Records of Plan. The Committee shall maintain or cause to be maintained records
showing the fiscal transactions of the Plan, and shall keep or cause to be kept in convenient form
such data as may be necessary for valuations of assets and liabilities of the Plan. The Committee
shall prepare or have prepared annually a report showing in reasonable detail the assets and
liabilities of the Plan and giving a brief account of the operation of the Plan for the past Plan
Year. In preparing this report, the Committee may rely on advice received from the Trustee or
other persons or firms selected by it or may adopt a report on such matters prepared by the
Trustee.



     12.4 Actions of Committee. The Committee shall appoint a Chairman and a Secretary and
such other officers, who may be, but need not be, members of the Committee, as it shall deem
advisable. The Committee shall act by a majority of its members at the time in office, and any
such action may be taken either by a vote at a meeting or in writing without a meeting. The
Committee may by such majority action appoint subcommittees and may authorize any one or more of
the members or any agent to execute any document or documents or to take any other action,
including the exercise of discretion, on behalf of the Committee. The Committee may provide for
the allocation of responsibilities for the operation and maintenance of the Plan.



     12.5 Compensation of Committee and Payment of Plan Administrative and Investment
Charges. Unless otherwise determined by the Board, the members of the Committee shall serve
without compensation for services as such. All expenses of administration of the Plan (excluding
brokerage fees, expenses related to securities transactions, and any taxes on the assets held in
the Trust Fund, which expenses shall only be payable out of the Trust Fund), including, without
limitation, the fees and charges of the Trustee, any investment manager, any attorney, any
accountant, any specialist, or any other person employed by the Committee or the Employer in the
administration of the Plan, shall be paid out of the Trust Fund (or, if the Employer so elects, by
the Employer directly). In this regard, the Plan administrative and investment expenses which
shall be paid out of the Trust Fund (unless the Employer elects to pay them itself) shall also
include compensation payable to any employees of the Employer or any Affiliated Employer who
perform administrative or investment services for the Plan to the extent such compensation would
not have been sustained had such services not been provided, to the extent such compensation can be
fairly allocated to such services, to the extent such compensation does not represent an allocable
portion of overhead costs or compensation for performing “settlor” functions (such as services
incurred in



12-3









 







establishing or designing the Plan), and to the extent such compensation does not fail
for some other reason to constitute a “direct expense” within the meaning of 29 C.F.R.
2550.408c-2(b)(3).



     12.6 Limits on Liability. Federated and each other Employer shall hold each member of
the Committee harmless from any loss, damage, or depreciation which may result in connection with
the execution of his or her duties or the exercise of his or her discretion or from any other act
or omission hereunder, except when due to his or her own gross negligence or willful misconduct.
Federated and each other Employer shall indemnify and hold harmless each member of the Committee
from any and all claims, losses, damages, expenses (including counsel fees approved by the
Committee), and liabilities (including any amounts paid in settlement with the Committee’s
approval) arising from any act or omission of such member, except when the same is judicially
determined to be due to the gross negligence or willful misconduct of such member.



     12.7 Claims Procedure.



          12.7.1 In general, benefits due under this Plan will be paid only if the applicable
Participant (or beneficiary of a deceased Participant) files a written notice with a Plan
representative electing to receive such benefits, except to the extent otherwise required under the
Plan. Further, if a Participant (or a person claiming through a Participant) has a dispute as to
the failure of the Plan to pay or provide a benefit, as to the amount of benefit paid, or as to any
other matter involving the Plan, the Participant (or such person) may file a claim for the benefit
or relief believed by the Participant (or such person) to be due. Such claim must be provided by
written notice to the Committee or any Committee representative designated by the Committee for
this purpose. The Committee or any Committee representative designated by the Committee for this
purpose will decide any claims made pursuant to this Section 12.7.




          12.7.2 If a claim made pursuant to Section 12.7.1 above is denied, in whole or in part, notice
of the denial in writing will be furnished by the Committee or a Committee representative to the
claimant within 90 days after receipt of the claim by the Committee or the Committee
representative; except that if special circumstances require an extension of time for processing
the claim, the period in which the Committee or the Committee representative is to furnish the
claimant written notice of the denial will be extended for up to an additional 90 days (and the
Committee or the Committee representative will provide the claimant within the initial 90-day
period a written notice indicating the reasons for the extension and the date by which the
Committee or the Committee representative expects to render the final decision). The final notice
of denial will be written in a manner designed to be understood by the claimant and set forth: (1)
the specific reasons for the denial, (2) specific reference to pertinent Plan provisions on which
the denial is based, (3) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or information is necessary,
and (4) information as to the steps to be taken if the claimant wishes to appeal such denial of his
or her claim (including, when the claim is made on or after January 1, 2002, the time limits
applicable to making a request for an appeal and a statement of the claimant’s right to bring a
civil action under Section 502(a) of ERISA following an adverse benefit determination on appeal).
If no

12-4









 








written notice is provided the claimant within the applicable 90-day period or 180-day
period, as the case may be, the claimant may assume his or her claim has been denied and go
immediately to the appeal process set forth in Section 12.7.3 below.




          12.7.3 Any claimant who has a claim denied under Sections 12.7.1 and 12.7.2 above may appeal
the denied claim to the Committee (or any Committee representative designated by the Committee to
perform this review).




               (a) Such an appeal must, in order to be considered, be filed by written notice to the
Committee (or such Committee representative) within 60 days of the receipt by the claimant of a
written notice of the denial of his or her initial claim (unless it was not reasonably possible for
the claimant to make such appeal within such 60-day period, in which case the claimant must file
his or her appeal within 60 days after the time it becomes reasonable for him or her so to file an
appeal).



               (b) If any appeal is filed in accordance with such rules, the claimant: (1) shall be provided
the opportunity to submit written comments, documents, records, and other information relating to
the claim; and (2) shall, if the claim is made on or after January 1, 2002, be given, upon request
and free of charge, reasonable access to and copies of all documents, records, and other
information relevant to the claim. A formal hearing may be allowed in its discretion by the
Committee (or such other person or committee) but is not required. A formal hearing may be allowed
in its discretion by the Committee (or such Committee representative) but is not required.



          12.7.4 Upon any appeal of a denied claim made pursuant to Section 12.7.3 above, the Committee
(or such Committee representative who has the authority to decide the appeal) shall provide a full
and fair review of the subject claim, taking into account all comments, documents, records, and
other information submitted by the claimant (without regard to whether such information was
submitted or considered in the initial benefit determination of the claim), and decide the appeal
within 60 days after the filing of the appeal; except that if special circumstances require an
extension of time for processing the appeal, the period in which the appeal is to be decided shall
be extended for up to an additional 60 days (and the party deciding the appeal shall provide the
claimant written notice of the extension prior to the end of the initial 60-day period). However,
if the decision on the appeal is extended due to the claimant’s failure to submit information
necessary to decide the appeal, the period for making the decision on the appeal shall be tolled
from the date on which the notification of the extension is sent until the date on which the
claimant responds to the request for additional information.




               (a) The decision on appeal shall be set forth in a writing designed to be understood by the
claimant, specify the reasons for the decision and references to pertinent Plan provisions on which
the decision is based, and, for a claim that is made on or after January 1, 2002, contain
statements that the claimant is entitled to receive, upon request and free of charge,



12-5









 







reasonable access to and copies of all documents, records, and other information relevant to the claim and of
the claimant’s right to bring a civil action under Section 502(a) of ERISA.



               (b) The decision on appeal shall be furnished to the claimant by the Committee (or such
Committee representative) within the 60-day period or 120-day period, as is applicable, described
above.



          12.7.5 A claimant may appoint a representative to act on his or her behalf in making or
pursuing a claim or an appeal of a claim. In addition, the Committee may prescribe additional
rules which are consistent with the other provisions of this Section 12.7 in order to carry out the
Plan’s claim procedures.




     12.8 Limits on Duties. The Committee shall have no duty to verify independently any
information supplied by the Employer and shall have no duty or responsibility to collect from the
Employer all or any portion of any Employer contribution to the Plan. The Committee also shall
have no duty or responsibility to verify the status of any Employee or former Employee under this
Plan or to determine the identity or address of any person who is or may become entitled to the
payment of any benefit from this Plan, and the Committee shall be entitled to delay taking any
action respecting the payment of any benefit until the identity of the person entitled to such
benefit and his or her address have been certified by the Employer.



     12.9 Appointment of Investment Manager.



          12.9.1 The Committee, as a Named Fiduciary under the Plan, may appoint in writing a person, or
more than one person, who (1) is registered as an investment adviser under the Investment Advisers
Act of 1940 (the “Act”), (2) is a Bank, as defined in the Act, or (3) is an insurance company which
is qualified, within the meaning of Section 3(38) of ERISA, to manage, acquire, and dispose of the
assets of an employee benefit plan, as an investment manager for all or a specified portion of the
assets of the Trust Fund or any Investment Fund thereof. A person who is appointed as an
investment manager shall have the sole power, without prior consultation with the Trustee, to
manage and direct the acquisition and disposition of the assets of the Trust Fund which
specifically are allocated by the Committee to that person’s management account (his “Management
Account”). The Committee at its discretion may terminate the appointment of any person as an
investment manager and may cause assets to be added or deleted from any such person’s Management
Account.




          12.9.2 The effective date of the appointment of a person as an investment manager shall be the
date such person delivers to the Committee and to the Trustee a written statement which in the
Committee’s judgment adequately covers items (a) through (d) below:




               (a) An acknowledgment (1) that such person is a Plan fiduciary within the meaning of Section
3(21)(A) of ERISA and (2) that such person has assumed sole responsibility



12-6









 







for the management and
the direction of the acquisition and disposition of the Trust Fund assets in his or her Management
Account;



               (b) A representation that such person is registered as an investment adviser under the Act, is
a Bank as defined in the Act, or as an insurance company has the power within the meaning of
Section 3(38)(A) of ERISA to manage, acquire, and dispose of the assets of an employee benefit
plan;



               (c) The names and signatures of individuals who are authorized to act on behalf of such person
in connection with the management of his or her Management Account (the “List”), which List may be
amended from time to time by delivering written notice thereof to the Committee and to the Trustee
and which List may be relied upon by them; and



               (d) If appropriate and negotiable, an agreement that such person shall immediately notify the
Committee of the commencement of any Securities and Exchange Commission investigation of any of his
or her investment activities which may result either in a censure under the Act or in the
suspension or revocation of his or her registration as an investment adviser under the Act.



          12.9.3 The Committee may enter into a contract with an investment manager in connection with
his or her appointment as such, which agreement may be subject to such terms and conditions as the
Committee deems appropriate under the circumstances, including the following types of provisions:




               (a) The appointment as investment manager may be terminated on the delivery of 30 days’ prior
written notice;



               (b) If appropriate, the appointment shall be automatically terminated in the event the
investment manager’s registration as an investment adviser under the Act is suspended or revoked,
such automatic termination to be effective coincident with such suspension or revocation;



               (c) The investment manager shall make reports to the Committee describing all transactions
with respect to his or her Management Account for each agreed upon reporting period; and



               (d) All fees or other agreed upon compensation for services rendered to the Plan by the
investment manager shall be paid out of the Trust Fund (or, if the Employer so elects, by the
Employer directly).



          12.9.4 An investment manager may exercise his or her powers through written directions or, at
his or her option, may communicate such directions orally and as soon as practicable thereafter
confirm them in writing, provided all directions, written or oral, shall be communicated by

12-7









 








or, as applicable, signed by one of the individuals whose name and signature appear on the List, or the
investment manager may communicate and confirm such instructions in any manner agreed upon between
the investment manager and the Trustee. The Trustee shall follow all such directions from an
investment manager, and shall not be liable in any respect to any person for acting in accordance
with such directions or for failing to act in the absence of such directions. Pending receipt of
directions from the investment manager, any cash received by the Trustee from time to time for his
or her Management Account may be retained by it in short-term investments as may be prudent under
all of the facts and circumstances then prevailing, including, without limitation, savings
accounts, commingled short-term investment funds, commercial paper, and governmental securities.




          12.9.5 The Committee shall establish an investment policy for each investment manager and such
policy shall preclude investments in employer securities and employer real property within the
meaning of Section 407 of ERISA except to the extent that such investments are allowable under
ERISA. The Committee in addition shall implement an investment manager performance review
procedure and pursuant thereto shall regularly review the performance of the investment manager to
determine whether his or her appointment as such should be continued. The period between such
reviews shall be determined by considering all the relevant facts and circumstances, including the
volume of Trust Fund transactions.





12-8









 








SECTION 13




TERMINATION OR AMENDMENT




     13.1 Right to Terminate. Federated and each other corporation, partnership, or other
organization that is part of the Employer expects this Plan to be continued indefinitely, but
Federated reserves the right to terminate the Plan in its entirety or in part or to completely
discontinue contributions to the Plan. The procedure for Federated to terminate this Plan in its
entirety or in part or to completely discontinue contributions to the Plan is as follows. In order
to terminate the Plan in its entirety or in part or to completely discontinue contributions to the
Plan, the Board shall adopt resolutions, pursuant and subject to the regulations or by-laws of
Federated and any applicable law, and either at a duly called meeting of the Board or by a written
consent in lieu of a meeting, to take such action with respect to the Plan. Such resolutions shall
set forth therein the effective date of the Plan’s termination or the date contributions cease
being made to the Plan. In the event the Board adopts resolutions completely terminating the Plan,
the provisions of Sections 13.2 and 13.3 below shall apply.



     13.2 Full Vesting Upon Termination or Complete Discontinuance of Contributions.
Should this Plan be completely terminated, should a partial termination of this Plan occur by
reason of the Board’s action or under any other facts and circumstances, or should contributions to
the Plan be completely discontinued, then each affected Participant shall immediately become fully
vested and nonforfeitable in his or her Plan Accounts (determined as of the date of the complete or
partial termination or complete discontinuance of contributions).



     13.3 Effect of Termination of Plan or Complete Discontinuance of Contributions.



          13.3.1 Upon a complete or partial termination of the Plan or complete discontinuance of
contributions to the Plan, the Committee shall determine, and direct the Trustee accordingly, from
among the following methods, the method of discharging and satisfying all obligations on behalf of
Participants affected by the complete or partial termination or complete discontinuance of
contributions: (1) by the continuation of the Trust and the distribution to Participants and their
beneficiaries of the Participants’ Plan Accounts due under the terms of the Plan as in effect
immediately prior to the complete or partial termination or discontinuance of contributions, (2) by
the liquidation and distribution of the assets of the Trust, (3) by the purchase of Annuity
contracts, or (4) by a combination of such methods. Any distributions made by reason of the
complete or partial termination of the Plan or complete discontinuance of contributions shall
continue to meet the provisions of the Plan concerning the form in which distributions from the
Plan must be made.




          13.3.2 Any amounts held under the Trust which are not able to be allocated to any
Participants’ Accounts under the terms of the Plan as of the date of a complete termination of the
Plan (treating such date as if it were the same as the last day of a Plan Year) shall be allocated

13-1









 








among the Matching Accounts of those Participants who were employed as Covered Employees during the
Plan Year in which the Plan’s complete termination occurs, in proportion to each such Participant’s
Compensation for the period beginning on the first day of the Plan Year in which such complete
termination occurs and ending on the date of such complete termination, and, to the extent such
amounts cannot be allocated to any Participants’ Accounts by reason of the maximum annual addition
limitations of the Plan set forth in Section 6A above, they shall be returned to the Employer.




     13.4 Amendment of Plan.



          13.4.1 Subject to the other provisions of this Section 13.4, Federated may amend this Plan at
any time and from time to time in any respect, provided that no such amendment shall make it
possible, at any time prior to the satisfaction of all liabilities with respect to Participants,
for any part of the income or corpus of the Trust Fund to be used for or diverted to any purpose
other than for the exclusive benefit of Participants and their beneficiaries. The procedure for
Federated to amend this Plan is as follows:




               (a) Subject to paragraph (b) below, in order to amend the Plan, the Board shall adopt
resolutions, pursuant and subject to the regulations or by-laws of Federated and any applicable
law, and either at a duly called meeting of the Board or by a written consent in lieu of a meeting,
to amend this Plan. Such resolutions shall either (1) set forth the express terms of the Plan
amendment or (2) simply set forth the nature of the amendment and direct an officer of Federated or
any other Federated employee to have prepared and to sign on behalf of Federated the formal
amendment to the Plan. In the latter case, such officer or employee shall have prepared and shall
sign on behalf of Federated an amendment to the Plan which is in accordance with such resolutions.



               (b) In addition to the procedure for amending the Plan set forth in paragraph (a) above, the
Board may also adopt resolutions, pursuant and subject to the regulations or by-laws of Federated
and any applicable law, and either at a duly called meeting of the Board or by a written consent in
lieu of a meeting, to delegate to any officer of Federated the authority to amend the Plan. Such
resolutions may either grant the officer broad authority to amend the Plan in any manner the
officer deems necessary or advisable or may limit the scope of amendments he or she may adopt, such
as by limiting such amendments to matters related to the administration of the Plan or to changes
requested by the Internal Revenue Service. In the event of any such delegation to amend the Plan,
the officer to whom authority is delegated shall amend the Plan by having prepared and signing on
behalf of Federated an amendment to the Plan which is within the scope of amendments which he or
she has authority to adopt. Also, any such delegation to amend the Plan may be terminated at any
time by later resolutions adopted by the Board. Finally, in the event of any such delegation to
amend the Plan, and even while such delegation remains in effect, the Board shall continue to
retain its own right to amend the Plan pursuant to the procedure set forth in paragraph (a) above.



13-2









 





          13.4.2 It is provided, however, that, except as is otherwise permitted in Section 411(d)(6) of
the Code or in Treasury regulations issued thereunder, no amendment to the Plan shall decrease any
Participant’s Accrued Benefit. In addition, except as is otherwise permitted in Section 411(d)(6)
of the Code or in Treasury regulations issued thereunder, no amendment to the Plan which eliminates
or reduces an early retirement benefit or eliminates an optional form of benefit shall be
permitted with respect to any Participant who meets (either before or after the amendment) the
pre-amendment conditions for such early retirement or optional form of benefit, to the extent such
early retirement or optional form of benefit is based and calculated on the basis of the
Participant’s Accrued Benefit determined at the time of such amendment.




          13.4.3 Also, notwithstanding any other provisions hereof to the contrary, no Plan amendment
(including any change made by this Plan amendment and restatement) which changes any vesting
schedule or affects the computation of the nonforfeitable percentage of Accounts under the Plan
shall be deemed to reduce the amount of the vested portion of any Account of a Participant below
the amount of the vested portion of such Account, as determined as of the later of the date such
amendment is adopted or the date such amendment becomes effective, computed under the Plan without
regard to such amendment. Further, if a Plan amendment (including any change made by this Plan
amendment and restatement) is adopted which changes any vesting schedule under the Plan or if the
Plan is amended in any way which directly or indirectly affects the computation of a Participant’s
nonforfeitable percentage, each Participant who has completed at least three years of Vesting
Service (as defined in Section 2.1.10 above, disregarding for this purpose paragraph (b) of Section
2.1.10 above) may elect, within the election period, to have his or her nonforfeitable percentage
computed under the Plan without regard to such amendment. For purposes hereof, the “election
period” is a period which begins on the date the Plan amendment is adopted and ends on the date
which is 60 days after the latest of the following days: (1) the day the Plan amendment is adopted,
(2) the day the Plan amendment becomes effective, or (3) the day the Participant is issued a
written notice of the Plan amendment by Federated or the Committee.





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SECTION 14




TOP HEAVY PROVISIONS




     14.1 Determination of Whether Plan Is Top Heavy. For purposes of this Section 14,
this Plan shall be considered a “Top Heavy Plan” for any Plan Year (for purposes of this Section
14.1, the “subject Plan Year”) if, and only if, (1) this Plan is an Aggregation Group Plan during
at least part of the subject Plan Year, and (2) the ratio of the total Present Value of all accrued
benefits of Key Employees under all Aggregation Group Plans to the total Present Value of all
accrued benefits of both Key Employees and Non-Key Employees under all Aggregation Group Plans
equals or exceeds 0.6. All calculations called for in clauses (1) and (2) above with respect to
this Plan and with respect to the subject Plan Year shall be made as of the Determination Date
which is applicable to the subject Plan Year, and all calculations called for under clause (2)
above with respect to any Aggregation Group Plan other than this Plan and with respect to the
subject Plan Year shall be made as of that plan’s Determination Date which is applicable to such
plan’s plan year that has its Determination Date fall within the same calendar year as the
Determination Date being used by this Plan for the subject Plan Year. For the purpose of this
Section 14, the following terms shall have the meanings hereinafter set forth:



          14.1.1 Aggregation Group Plan. “Aggregation Group Plan” refers, with respect to any
plan year of such plan, to a plan (1) which qualifies under Code Section 401(a), (2) which is
maintained by an Associated Employer, and (3) which either includes a Key Employee as a participant
(determined as of the Determination Date applicable to such plan year) or allows another plan
qualified under Code Section 401(a), maintained by an Associated Employer, and so including at
least one Key Employee as a participant to meet the requirements of Section 401(a)(4) or Section
410(b) of the Code. In addition, if the Employer so decides, any plan which meets clauses (1) and
(2) but not (3) of the immediately preceding sentence shall be treated as an “Aggregation Group
Plan” with respect to any plan year of such plan if the group of such plan and all Aggregation
Group Plans will meet the requirements of Sections 401(a)(4) and 410(b) of the Code with such plan
being taken into account.




          14.1.2 Determination Date. The “Determination Date” which is applicable to any plan
year of an Aggregation Group Plan refers to the last day of the immediately preceding plan year
(except that, for the first plan year of such a plan, the “Determination Date” applicable to such
plan year shall be the last day of such first plan year).




          14.1.3 Key Employee. With respect to any Aggregation Group Plan and as of any
Determination Date that applies to a plan year of such plan, a “Key Employee” refers to a person
who at any time during the five consecutive plan years ending on the subject Determination Date is
an employee of an Associated Employer and:




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               (a) An officer (disregarding any person with the title but not the authority of an officer) of
an Associated Employer, provided such person receives compensation from the
Associated Employers of an amount greater than 50% of the amount in effect under Section 415(b)(1)
(A) of the Code (i.e., the maximum dollar limit for defined benefit plans) for an
applicable plan year in which he or she is such an officer. For this purpose, no more than 50
employees (or, if less, the greater of three or 10% of the employees of all of the Associated
Employers) shall be treated as officers;



               (b) One of the ten employees directly owning (or considered as owning within the meaning of
Code Section 318, except that subparagraph (C) of Code Section 318(a)(2) shall be applied by
substituting “5%” for “50%”) the largest employee-held interests in any Associated Employer,
provided such person owns (or is so considered as owning) at least 0.5% of such Associated Employer
and receives compensation from the Associated Employers of an amount greater than the amount in
effect under Code Section 415(c)(1)(A) (i.e., the maximum dollar annual addition limit for
defined contribution plans) for an applicable plan year in which he or she is such an employee.
For this purpose, if two employees have the same interest in an Associated Employer, the employee
having the greater annual compensation from the Associated Employers shall be treated as having a
larger interest;



               (c) A 5% or more owner of any Associated Employer; or



               (d) A 1% or more owner of any Associated Employer who receives compensation of $150,000 or
more from the Associated Employers for an applicable plan year in which he or she owns such
interest.


For purposes of paragraphs (c) and (d) above, a person is considered to own 5% or 1%, as the case
may be, of an Associated Employer if he or she owns (or is considered as owning within the meaning
of Code Section 318, except that subparagraph (C) of Code Section 318(a)(2) shall be applied by
substituting “5%” for “50%”) at least 5% or 1%, as the case may be, of either the outstanding stock
or the voting power of all stock of the Associated Employer (or, if the Associated Employer is not
a corporation, at least 5% or 1%, as the case may be, of the capital or profits interest in the
Associated Employer). Further, for purposes of this entire Section 14.1.3, the term “Key Employee”
includes any person who is deceased as of the subject Determination Date but who when alive had
been a Key Employee at any time during the five consecutive plan years ending on the subject
Determination Date, and any accrued benefit payable to his or her beneficiary shall be deemed to be
the accrued benefit of such person.




          14.1.4 Non-Key Employee. With respect to any Aggregation Group Plan and as of any
Determination Date that applies to a plan year of such plan, a “Non-Key Employee” refers to a
person who at any time during the five consecutive plan years ending on the subject Determination
Date is an employee of an Associated Employer and who has never been considered a Key Employee as
of such or any earlier Determination Date. Further, for purposes of this Section 14.1.4, the term
“Non-Key Employee” includes any person who is deceased as of the subject Determination

14-2









 








Date and who when alive had been an employee of an Associated Employer during the five consecutive plan years
ending on the subject Determination Date, but had not been a Key Employee as of the subject or
any earlier Determination Date, and any accrued benefit payable to his or her beneficiary shall be
deemed to be the accrued benefit of such person.




          14.1.5 Present Value of Accrued Benefits.




               (a) For any Aggregation Group Plan which is a defined benefit plan (as defined in Code Section
414(j)), including such a plan which has been terminated, the “Present Value” of a participant’s
accrued benefit, as determined as of any Determination Date, refers to the single sum value
(calculated as of the latest Valuation Date which coincides with or precedes such Determination
Date and in accordance with the actuarial assumptions adopted under such defined benefit plan for
valuing single sum forms of benefits for purposes of such plan’s top heavy provisions which are in
effect as of such Valuation Date) of the monthly retirement or termination benefit which the
participant had accrued under such plan to such Valuation Date. For this purpose, such accrued
monthly retirement or termination benefit is calculated as if it was to first commence as of the
first day of the month next following the month the participant first attains his or her normal
retirement age under such plan (or, if such normal retirement age had already been attained, as of
the first day of the month next following the month in which occurs such Valuation Date) and as if
it was to be paid in the form of a single life annuity. Also, the accrued benefit of any
participant under such plan (other than a participant who is a Key Employee) shall be determined
under the method which is used for accrual purposes for all defined benefit plans of the Associated
Employers (or, if there is no such method, as if such benefit accrued not more rapidly than the
slowest accrual rates permitted under the fractional rule of Section 411(b) (1)(C) of the Code).
In addition, the dollar amount of any distributions made from the plan (including the value of any
annuity contract distributed from the plan) actually paid to such participant prior to the subject
Valuation Date but still within the five consecutive plan years ending on the subject Determination
Date shall be added in calculating such “Present Value” of the participant’s accrued benefit.



               (b) For any Aggregation Group Plan which is a defined contribution plan (as defined in Code
Section 414(i)), including such a plan which has been terminated, the “Present Value” of a
participant’s accrued benefit, as determined as of any Determination Date, refers to the sum of (1)
the total of the participant’s account balances under the plan (valued as of the latest Valuation
Date which coincides with or precedes such Determination Date), and (2) an adjustment for
contributions due as of such Determination Date. In the case of a profit sharing or stock bonus
plan, the adjustment in clause (2) above shall be the amount of the contributions, if any, actually
made after the subject Valuation Date but on or before such Determination Date (and, in the case of
the first plan year, any amounts contributed to the plan after such Determination Date which are
allocated as of a date in such first plan year). In the case of a money purchase pension or target
benefit plan, the adjustment in clause (2) above shall be the amount of the contributions, if any,
which are either actually made or due to be made after the subject Valuation Date but before the
expiration of the period allowed for meeting minimum funding requirements under Code Section 412
for the plan year which includes the subject Determination Date. In addition, the value of any



14-3









 







distributions made from the plan (including the value of any annuity contract distributed from the
plan) actually paid to such participant prior to the subject Valuation Date but still within the
five consecutive plan years ending on the subject
Determination Date shall be added in calculating such “Present Value” of the participant’s accrued
benefit.



               (c) In the case of any rollover (as defined in the appropriate provisions of the Code) from a
plan qualified under Section 401(a) of the Code to a similarly qualified plan, or a direct
qualified plan-to-qualified plan transfer, to or from a subject Aggregation Group Plan, which
rollover or transfer is both initiated by a participant and made between a plan maintained by an
Associated Employer and a plan maintained by an employer other than an Associated Employer, (1) the
Aggregation Group Plan, if it is the plan from which the rollover or transfer is made, shall count
the amount of the rollover or transfer as a distribution made as of the date such amount is
distributed by such plan in determining the “Present Value” of the participant’s accrued benefit
under paragraph (a) or (b) above, as applicable, and (2) the Aggregation Group Plan, if it is the
plan to which the rollover or transfer is made, shall not so consider the amount of the rollover or
transfer as part of the participant’s accrued benefit in determining such “Present Value” if such
rollover or transfer was or is accepted after December 31, 1983 and shall so consider such amount
if such rollover or transfer was accepted prior to January 1, 1984.



               (d) In the case of any rollover (as defined in the appropriate provisions of the Code) from a
plan qualified under Section 401(a) of the Code to a similarly qualified plan, or a direct
qualified plan-to-qualified plan transfer, to or from a subject Aggregation Group Plan, which
rollover or transfer is not described in paragraph (c) above, (1) the subject Aggregation Group
Plan, if it is the plan from which the rollover or transfer is made, shall not consider the amount
of the rollover or transfer as part of the participant’s accrued benefit in determining the
“Present Value” thereof under paragraph (a) or (b) above, as applicable, and (2) the subject
Aggregation Group Plan, if it is the plan to which the rollover or transfer is made, shall consider
the amount of the rollover or transfer when made as part of the participant’s accrued benefit in
determining such “Present Value.”



               (e) As is noted in paragraphs (a) and (b) above, the “Present Value” of any participant’s
accrued benefit under any Aggregation Group Plan (that is either a defined benefit plan or a
defined contribution plan) as of any Determination Date includes the value of any distribution from
such a plan actually paid to such participant prior to the last Valuation Date which coincides with
or precedes such Determination Date but still within the five consecutive plan years ending on the
subject Determination Date. This rule shall also apply to any distribution under any terminated
defined benefit or defined contribution plan which, if it had not been terminated, would have been
required to be included as an Aggregation Group Plan.



               (f) Notwithstanding the foregoing provisions, the “Present Value” of a participant’s accrued
benefit under any Aggregation Group Plan (that is either a defined benefit plan or a defined
contribution plan) as of any Determination Date shall be deemed to be zero if the participant has
not performed services for any Associated Employer at any time during the five consecutive plan
years ending on the subject Determination Date.



14-4









 





          14.1.6 Valuation Date. A “Valuation Date” refers to: (1) in the case of an
Aggregation Group Plan that is a defined benefit plan (as defined in Code Section 414(j)), the date
as of which the plan actuary computes plan costs for minimum funding requirements under Code
Section 412 (except that, for an Aggregation Group Plan that is a defined benefit plan which has
terminated, a “Valuation Date” shall be deemed to be the same as a Determination Date); and (2) in
the case of an Aggregation Group Plan that is a defined contribution plan (as defined in Code
Section 414(i)), the date as of which plan income, gains, and/or contributions are allocated to
plan accounts of participants.




          14.1.7 Compensation. For purposes hereof, a participant’s “compensation” shall, for
purposes of the rules of this Section 14, refer to his or her Compensation as defined in Section
1.8 above; except that, for purposes of Section 14.3 below, Section 1.8.2 above shall not apply for
any Plan Year which begins prior to January 1, 1998.




     14.2 Effect of Top Heavy Status on Vesting.



          14.2.1 For any Plan Year in which this Plan is considered a Top Heavy Plan, each Participant
who completes at least one Hour of Service in such year and who is not fully vested in any of his
or her Accounts under Section 6.10 above shall be deemed fully vested in all such Accounts if he or
she has completed by the end of such year at least three years of Vesting Service.




          14.2.2 For any Plan Year in which this Plan is not considered a Top Heavy Plan, the provisions
of this Section 14.2 shall not be effective; except that, if the Plan is not a Top Heavy Plan in a
Plan Year after the Plan was considered a Top Heavy Plan in the immediately preceding Plan Year,
any change back to the appropriate vesting schedule or provisions set forth in Section 6.10 above
shall be considered an amendment to the vesting schedule (effective and adopted as of the first day
of such new Plan Year) for purposes of Section 13.4.2 above.




     14.3 Effect of Top Heavy Status on Contributions.



          14.3.1 Subject to Sections 14.3.2 and 14.3.3 below, for any Plan Year in which this Plan is
considered a Top Heavy Plan, the amount of the employer contributions and forfeitures allocated
under all Aggregation Group Plans which are defined contribution plans (as defined in Code Section
414(i)) for such Plan Year to the accounts of a Participant who is a Non-Key Employee on the last
day of such Plan Year (excluding any contributions made on behalf of the Non-Key Employee by reason
of his or her election under an arrangement qualifying under Section 401(k) of the Code and also
excluding any matching contributions within the meaning of Code Section 401(m)(4)(A) which are
allocated to an account of the Non-Key Employee) must be at least equal to the lesser of (1) 3% of
the Participant’s compensation for such Plan Year or (2) the largest allocation of contributions
and forfeitures made for such Plan Year to the accounts of a Participant who is a Key Employee as
of the Determination Date applicable to such Plan Year under all such Aggregation Group Plans
(measured as a percent of the Key Employee’s compensation for such

14-5









 








Plan Year and including both any
contributions made on behalf of the Key Employee by reason of his or her election under an
arrangement qualifying under Section 401(k) of the Code and any matching contributions within the
meaning of Code Section 401(m)(4)(A) which are allocated to an account of the Key Employee). To
the extent necessary, and regardless of the existence of current or accumulated profits, the
Employer shall make additional contributions to this Plan which are just allocable to the Accounts
of Participants who are Non-Key Employees so that the requirement set forth in the immediately
preceding sentence is met for the subject Plan Year.




          14.3.2 Notwithstanding the provisions of Section 14.3.1 above but subject to the provisions of
Section 14.3.3 below, in the case of any Non-Key Employee who participates in both this Plan and
another Aggregation Group Plan that is a defined benefit plan (as defined in Code Section 414(j))
which is maintained by an Associated Employer or in which an Associated Employer participates, the
provisions of Section 14.3.1 shall be inapplicable if the Associated Employer causes such defined
benefit plan to provide an accrued benefit (attributable only to employer contributions) for such
Non-Key Employee which, if expressed as a single life annuity commencing on the first day of the
month next following the month in which the Non-Key Employee attains his or her Normal Retirement
Age, shall be equal at least to the product of (1) 2% of the Non-Key Employee’s average annual
compensation for the five consecutive calendar years which produce the highest result and (2) the
Non-Key Employee’s years of service (up to but not exceeding ten such years). For purposes of
computing the product in the foregoing sentence: (1) compensation received in any Plan Year which
began prior to January 1, 1984 and in any calendar year which begins after the end of the last Plan
Year in which the Plan is considered a Top Heavy Plan shall all be disregarded; and (2) years of
service shall refer generally to years of Vesting Service except that years of service for this
purpose shall not include the period of any Plan Year which began prior to January 1, 1984 or any
Plan Year as of which the Plan is not considered a Top Heavy Plan.




          14.3.3 Notwithstanding the foregoing provisions of Sections 14.3.1 and 14.3.2 above, such
provisions shall not apply so as to cause any additional contribution or benefit to be provided a
Participant for a Plan Year under an Aggregation Group Plan maintained by an Associated Employer or
in which an Associated Employer participates if (1) such Participant actively participates in an
Aggregation Group Plan maintained by an Associated Employer at a date in the applicable Plan Year
which is later than the latest date in such year on which he or she actively participates in this
Plan and (2) such other plan provides for the same contribution or benefit as would otherwise be
required under Sections 14.3.1 and 14.3.2 above for such Plan Year.




     14.4 Effect of Top Heavy Status on Combined Maximum Plan Limits. For any Plan Year in
which this Plan is considered a Top Heavy Plan, the references to “125%” contained in Section 6A.2
above shall be changed to “100%.” Notwithstanding the foregoing, the provisions of this Section
14.4 shall not apply, and shall no longer be effective, after December 31, 1999.




14-6









 








SECTION 15




MISCELLANEOUS




     15.1 Trust. Subject to the provisions of Section 16 below, all assets of the Plan
shall be held in the Trust for the benefit of the Participants and their beneficiaries. Except as
provided in Sections 4.6, 5.3, and 13.3 above, in no event shall it be possible for any part of the
assets of the Plan to be used for, or diverted to, purposes other than for the exclusive benefit of
the Participants and their beneficiaries or for payment of the proper administrative costs of the
Plan and the Trust. No person shall have any interest in or right to any part of the earnings of
the Trust, or any rights in, to, or under the Trust or any part of the assets thereof, except as
and to the extent expressly provided in the Plan. Any person having any claim for any benefit
under the Plan shall look solely to the assets of the Trust Fund for satisfaction. In no event
shall Federated or any other Employer or any of their officers or agents, or members of the Board,
the Committee, or the Trustee, be liable in their individual capacities to any person whomsoever
for the payment of benefits under the provisions of the Plan.



     15.2 Mergers, Consolidations, and Transfers of Assets.



          15.2.1 Notwithstanding any other provision hereof to the contrary, in no event shall this Plan
or the Trust be merged or consolidated with any other plan and trust, nor shall any of the assets
or liabilities of this Plan and the Trust be transferred to any other plan or trust or vice versa,
unless (1) the Committee consents to such merger, consolidation, or transfer of assets as
consistent with the rules set forth herein and the purposes of this Plan, (2) each Participant and
beneficiary would (if this Plan and the Trust then terminated) receive a benefit immediately after
the merger, consolidation, or transfer which is equal to or greater than the benefit he or she
would have been entitled to receive immediately before the merger, consolidation, or transfer (if
this Plan and the Trust had then terminated), and (3) such merger, consolidation, or transfer of
assets does not cause any accrued benefit, early retirement benefit, or optional form of benefit of
a person under this Plan or the applicable other plan to be eliminated or reduced except to the
extent such elimination or reduction is permitted under Section 411(d)(6) of the Code or in
Treasury regulations issued thereunder. In the event of any such merger, consolidation, or
transfer, the requirements of clause (2) set forth in the immediately preceding sentence shall be
deemed to be satisfied if the merger, consolidation, or transfer conforms to and is in accordance
with regulations issued under Section 414(1) of the Code.




          15.2.2 In addition, in the case of any spin-off to this Plan from another plan which is
maintained by an Associated Employer or of any spin-off from this Plan to another Plan which is
maintained by an Associated Employer, a percentage of the excess assets (as determined under
Section 414(l)(2) of the Code) held in the plan from which the spin-off is made (if any) shall be
allocated to each of such plans to the extent required by Section 414(l)(2) of the Code.




15-1









 








          15.2.3 Subject to the provisions of this Section 15.2, the Committee may take action to merge
or consolidate this Plan and the Trust with any other plan and trust, or permit the transfer of any
assets and liabilities of this Plan and the Trust to any other plan and trust or vice versa.




     15.3 Benefits and Service for Military Service. Notwithstanding any provision of this
Plan to the contrary, contributions, benefits and service credit with respect to qualified military
service shall be provided in accordance with Section 414(u) of the Code.



     15.4 Correction of Inadvertent Errors. If any inadvertent errors are made in
crediting amounts to any Accounts which leave amounts held under the Plan which are not reasonably
able to be allocated to any specific Participant or Account (for purposes of this Section 15.4,
“overcrediting errors”), then such amounts shall, except as noted below, be used to the extent
possible to correct any inadvertent errors made in crediting amounts to any Accounts which leave
such Accounts with balances which are less than the balances which should exist under the Plan if
no such errors had been made (for purposes of this Section 15.4, “undercrediting errors”). To the
extent the amounts attributable to overcrediting errors which exist as of the last day of any Plan
Year are not needed to correct the undercrediting errors which are then known, the amounts
attributable to overcrediting errors shall be treated for all purposes of the Plan as if they were
forfeitures from Matching Accounts arising under the Plan for the subject Plan Year. Further, any
undercrediting errors shall be corrected: (1) by use of overcrediting errors to the extent
permitted by the foregoing provisions of this Section 15.4; (2) to the extent not corrected by such
overcrediting errors, by use of forfeitures to the extent permitted under Section 8.6 above; or (3)
to the extent not corrected by use of overcrediting errors or forfeitures, by payment made by the
Employer to the Trust as a special contribution in order to make such corrections. Such
contribution shall not be considered an Employer contribution for purposes of Section 6.1 or 6.2 or
a part of an annual addition (as defined in Section 6A.1.2(a) above) to the Plan.



     15.5 Application of Certain Plan Provisions to Prior Plans. Notwithstanding any other
provision of the Plan to the contrary, while the provisions of the Plan are generally effective
only as of the Effective Amendment Date, any provision of the Plan which reflects or is designed to
meet any requirement of the Federal Small Business Job Protection Act of 1996 (for purposes of this
Section 15.5, the “SBJPA”) which is effective prior to the Effective Amendment Date shall be deemed
to apply to each Prior Plan from the effective date of such provision under the SBJPA to the
Effective Amendment Date. In particular, but not by way of limitation, (1) the provisions of the
last sentence of Section 1.8.1, Section 1.16, Section 4A, Section 5A, and Section 10.6 of this Plan
shall apply from January 1, 1997 to the Effective Amendment Date to each Prior Plan and (2) the
provisions of Section 15.3 of this Plan shall apply from December 12, 1994 to the Effective
Amendment Plan to each Prior Plan. In addition, notwithstanding any other provision of this Plan
or any Prior Plan to the contrary, the compensation limits of Section 401(a)(17) of the Code shall
be applied from January 1, 1997 to the Effective Amendment Date to each Prior Plan in the manner
set forth in Section 1.8.2 of this Plan.



15-2









 





     15.6 Authority to Act for Federated or Other Employer. Except as is otherwise
expressly provided elsewhere in this Plan, any matter or thing to be done by Federated or any other
Associated Employer shall be done by its board of directors, except that the board may, by resolution,
delegate to any persons or entities all or part of its rights or duties hereunder. Any such
delegation shall be valid and binding upon all persons, and the persons or entities to whom or to
which authority is delegated shall have full power to act in all matters so delegated until the
authority expires by its terms or is revoked by resolution of such board.



     15.7 Relationship of Plan to Employment Rights. The adoption and maintenance of the
Plan is purely voluntary on the part of Federated and each other corporation, partnership, or other
organization that is part of the Employer and neither the adoption nor the maintenance of the Plan
shall be construed as conferring any legal or equitable rights to employment on any person.



     15.8 Applicable Law. The provisions of the Plan shall be administered and enforced
according to Federal law and, only to the extent not preempted by Federal law, to the laws of the
State of Ohio. Either Federated or the Trustee may at any time initiate any legal action or
proceedings for the settlement of the Trustee’s accounts or for the determination of any question
of construction which arises or for instructions. Except as required by law, in any application
to, or proceeding or action in, any court with regard to the Plan or Trust, only Federated and the
Trustee shall be necessary parties, and no Participant, beneficiary, or other person having or
claiming any interest in the Plan or Trust shall be entitled to any notice or service of process.
Federated or the Trustee may, if either so elects, include as parties defendant any other persons.
Any judgment entered into in such a proceeding or action shall be conclusive upon all persons
claiming under the Plan or Trust.



     15.9 Agent for Service of Process. The agent for service of process for the Plan
shall be the Secretary of Federated.



     15.10 Reporting and Disclosure. Federated shall act as the Plan Administrator for
purposes of satisfying any requirement now or hereafter imposed through Federal or State
legislation to report and disclose to any Federal or State department or agency, or to any
Participant or other person, any information respecting the establishment or maintenance of the
Plan or the Trust Fund. Any cost or expense incurred in satisfying any and all such reporting and
disclosure requirements shall be deemed to be a reasonable expense of administering the Plan and
may be paid from the Trust Fund if not otherwise elected to be paid by the Employer.



     15.11 Separability of Provisions. If any provision of the Plan is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, and
the Plan shall be construed and enforced as if such provision had not been included.



     15.12 Counterparts. The Plan may be executed in any number of counterparts, each of
which shall be deemed an original, and the counterparts shall constitute one and the same
instrument, which shall be sufficiently evidenced by any one thereof.



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     15.13 Headings. Headings used throughout the Plan are for convenience only and shall
not be given legal significance.



     15.14 Construction. In the construction of this Plan, either gender shall include the
other gender, the singular shall include the plural, and the plural shall include the singular, in
all cases where such meanings would be appropriate.



     15.15 Applicable Benefit Provisions. Any benefit to which a Participant becomes
entitled under the Plan (or any death benefit to which a Participant’s Spouse or other beneficiary
becomes entitled under the Plan) shall be determined (as to its amount and form and commencement
date of payment) on the basis of the provisions of the Plan in effect as of the date the
Participant last ceases to be employed by an Associated Employer notwithstanding any amendment to
the Plan adopted subsequent to such date, except for subsequent amendments which are by their
specific terms made applicable to such Participant (or his or her Spouse or other beneficiary) or
which are required by applicable law to be applicable to such Participant (or his or her Spouse or
other beneficiary).



     15.16 Employment Rule. Any individual who is a common law employee of a corporation
which is a member of the controlled group of corporations (within the meaning of Section 414(b) of
the Code) which includes Federated (for purposes of this Section 15.16, the “Federated controlled
group”) shall, for all purposes of this Plan, be considered to be the common law employee of the
corporation in the Federated controlled group from whose payroll the individual is paid. If any
individual participating in this Plan by reason of being paid under the payroll of a corporation
which is included as part of the Employer is actually the common law employee of a corporation in
the Federated controlled group which is not included as part of the Employer, such other
corporation shall be considered an employer participating in this Plan for purposes of Sections
401(a) and 404 of the Code.



     15.17 Special Rules For Employees Transferring To or From Noncovered Employment.



          15.17.1 Notwithstanding any other provision of the Plan to the contrary, if any person becomes
a Participant in the Plan under the foregoing provisions of the Plan after he or she (1) has been
employed as an Employee but not a Covered Employee, (2) has been eligible to elect to have savings
contributions made on his or her behalf under a plan (other than this Plan) which is maintained by
an Associated Employer and qualified under Section 401(a) of the Code, and (3) has received a
hardship withdrawal from such plan of amounts which were contributed to such plan under a qualified
cash or deferred arrangement (as defined in Section 401(k) of the Code), he or she may not have a
Savings Agreement that would otherwise reduce his or her Covered Compensation on either a pre-tax
basis or after-tax basis take effect under this Plan unless and until at least a one year period
has expired after the date of such hardship withdrawal.





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          15.17.2 Further, notwithstanding any other provisions of Sections 5.1 and 6.2 above to the
contrary, for purposes of the provisions of Section 5.1 above that determine the amount of the
Matching Contributions for any Plan Year (for purposes of this Section 15.17.2, the “subject Plan
Year”) and for purposes of the provisions of Section 6.2 above that determine the manner in which
the Matching Contributions for the subject Plan Year are allocated among
the Participants’ Matching Accounts, any Transferred Participant (as defined under the following
provisions of this Section 15.17.2) shall be considered to have been employed a Covered Employee on
the last day of the subject Plan Year (even though his or her employment as a Covered Employee will
have terminated prior to such day). For purposes of this Section 15.17.2, a “Transferred
Participant” means a Participant who meets all of the following conditions: (1) he or she ceases to
be a Covered Employee during the subject Plan Year; (2) immediately after his or her employment as
a Covered Employee terminates he or she is an Employee but not a Covered Employee; and (3) he or
she either is employed as an Employee but not a Covered Employee on the last day of the subject
Plan Year. Except as is specifically provided in the first sentence of this Section 15.17.2,
however, in no event shall any of the Transferred Participant’s service with or compensation
received after he or she ceases to be a Covered Employee be used in determining the Transferred
Participant’s share of any Matching Contributions made to the Plan for the subject Plan Year or any
other Plan Year.




     15.18 Special 1999 Matching Contributions Rule.



          15.18.1 Notwithstanding any other provisions of Sections 5.1 and 6.2 above to the contrary,
for purposes of the provisions of Section 5.1 above that determine the amount of the Matching
Contributions for the Plan Year that begins on January 1, 1999 (for purposes of this Section 15.18,
the “1999 Plan Year”) or the Plan Year that begins on January 1, 2000 (for purposes of this Section
15.18, the “2000 Plan Year”) and for purposes of the provisions of Section 6.2 above that determine
the manner in which the Matching Contributions for the 1999 Plan Year or the 2000 Plan Year are
allocated among the Participants’ Matching Accounts, any Outsourced Participant (as defined under
the following provisions of this Section 15.18) shall be considered to have been employed as a
Covered Employee on the last day of the Plan Year in which his or her employment as a Covered
Employee terminated (even if his or her employment as a Covered Employee has terminated prior to
the last day of such Plan Year).




          15.18.2 For purposes of this Section 15.18, an “Outsourced Participant” means a Participant
who meets all of the following conditions: (1) he or she ceases to be a Covered Employee during the
period that begins on July 1, 1999 and ends on December 31, 2000 (for purposes of this Section
15.18, the “Applicable 1999-2000 Termination Period”) by reason of (and in accordance and in a
manner consistent with) the Employer taking actions (including a written notification) to terminate
his or her employment with the Employer at some point during the Applicable 1999-2000 Termination
Period because of (x) the Employer’s outsourcing to a corporation or other organization (that is
not part of any Associated Employer) of certain facility management functions which generally
involve the non-retailing operations of the Employer’s facilities (for purposes of this Section
15.18, the “Outsourcing Organization”)


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and (y) the Employer’s elimination of his or her job in
connection with the outsourcing of such functions to the Outsourcing Organization; (2) he or she
becomes employed by the Outsourcing Organization immediately after his or her employment with the
Employer terminates; and (3) he or she is employed by the Outsourcing Organization on the last day
of the Plan Year in which his or her
employment with the Employer terminated because of the factors described in clause (1) of this
sentence.




          15.18.3 Except as is specifically provided in Section 15.18.1, however, in no event shall any
of the Outsourced Participant’s service with or compensation received from the Outsourced
Organization be used in determining the Outsourced Participant’s share of any Matching
Contributions made to the Plan for the 1999 Plan Year, the 2000 Plan Year, or any other Plan Year.





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SIGNATURE PAGE




     IN WITNESS WHEREOF, Federated Department Stores, Inc. has hereunto caused its name to be
subscribed to this amendment and restatement of the Plan on the 5th day of February 2002, but
effective for all purposes, except as otherwise provided herein, as of April 1, 1997.



	 	 	 
	 

	 	FEDERATED DEPARTMENT STORES, INC.
	 
	 	 
	 

	 	By: /s/ John R. Sims
	 

	 	Title: Vice President







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