exhibit41






PROV 20-1 Restatement FINAL             SHELL PROVIDENT FUND                   REGULATIONS     AND     TRUST AGREEMENT       Dated as of September 1, 1939                   REGULATIONS    Reflects All Amendments Adopted  Through September 25, 2020                   TRUST AGREEMENT    Reflects All Amendments Adopted  Through September 25, 2020                   Includes Amendments:    PROV 20-1             





 






PROV 20-1 Restatement FINAL i   SHELL PROVIDENT FUND     Index     REGULATIONS   Page    PREAMBLE 1  REGULATIONS 2  ARTICLE 1 2  GENERAL PROVISIONS 2  1.1 Fund Name. 2  1.2 Object of Fund. 2  1.3 Section 404(c) Plan. 2  1.4 Due Diligence Responsibility. 2  1.5 Administration. 2  1.6 Remuneration. 2  1.7 Derivation of Assets of the Fund. 2  ARTICLE 2 2  DEFINITIONS AND CONSTRUCTION 2  2.1 Definitions. 2  2.2 Affiliated Company Defined. 21  2.3 Headings and References. 22  2.4 Number and Gender. 22  2.5 Construction. 22  ARTICLE 3 22  MEMBERSHIP PROVISIONS 22  3.1 Admission to Membership in General. 22  3.2 Termination of Employment; Reemployment. 22  3.3 Member as a Beneficiary. 22  3.4 No Contract of Employment. 22  ARTICLE 4 22  SERVICE CREDITING 22  4.1 General Service Crediting Rules. 22  4.2 Service Records; Certain Predecessor Employers. 23  4.3 Service with 1% and 25% Affiliated Companies. 24  4.4 Participation Service Credit for Service with 80% Affiliated Companies. 24  4.5 Service Credit Related to Certain Business Transactions. 24  4.6 Provisions Applicable to Former Leased Employees. 25  ARTICLE 5 25  MEMBER CONTRIBUTIONS 25  5.1 Member Contributions in General; Changes to Contributions. 25  5.2 Automatic Contribution Arrangement. 26  5.3 Testing Limitations on Contributions. 26  5.4 Limitations Related to Hardship Withdrawals. 26  5.5 Annual Limits on Member Elective Deferrals and Member After-Tax Contributions. 26  5.6 Timing of Member Contributions; Correction of Delayed Member Contributions and Repayments. 27  5.7 Catch-Up Contributions. 27  





 






PROV 20-1 Restatement FINAL ii  ARTICLE 6 27  COMPANY CONTRIBUTIONS 27  6.1 Company Contributions in General. 27  6.2 Contribution Additions for Administration Expenses. 27  6.3 No Earnings or Profits Required. 28  6.4 Deductibility of Contributions. 28  6.5 Use of Certain Forfeitures. 28  6.6 Contributions to Satisfy Nondiscrimination Requirements. 28  6.7 Correction of Delayed Company Contributions. 29  ARTICLE 7 29  LIMITATION ON CONTRIBUTIONS 29  7.1 Excess Deferral Limit. 29  7.2 Distribution of Excess Deferral Amounts. 29  7.3 Annual Additions Limit. 30  7.4 Excess Annual Additions. 30  7.5 Notice of Limitation issue. 30  7.6 Aggregation of Plans. 30  ARTICLE 8 31  INVESTMENT FUNDS 31  8.1 Authority to Establish Investment Offerings. 31  8.2 Investment Funds. 31  8.4 Valuation and Accounting. 31  8.5 Investment Manager. 32  8.6 Distributions In-Kind. 32  8.7 Managed Accounts. 32  8.8 Brokerage Window. 33  ARTICLE 9 33  MEMBER DIRECTIONS 33  9.1 Investment Directions. 33  9.2 Investment Transfers; Default Funds. 34  9.3 Conditions. 35  9.4 Responsibility for Following-up on Investment Direction Execution. 35  ARTICLE 10 35  MEMBER WITHDRAWALS 35  10.1 General Withdrawal Restrictions and Provisions. 35  10.2 Withdrawals of Member After-Tax Contributions. 36  10.3 Age 591⁄2 Withdrawals. 36  10.4 Withdrawals of Prior Plan Vested Match. 36  10.5 Withdrawals of Prior Plan Employer Contributions. 36  10.6 Hardship Withdrawals. 36  ARTICLE 11 38  LOANS 38  11.1 Eligible Borrowers. 38  11.2 Requests for Loans to the Plan Administrator. 38  11.3 Administration of the Loan Program. 38  11.4 Late or missed payments. 41  11.5 Status. 42  11.6 Discontinued Payroll Deduction Due to Hardship. 42  ARTICLE 12 42  DISTRIBUTIONS AND DESIGNATION OF BENEFICIARY 42  





 






PROV 20-1 Restatement FINAL iii  12.1 Beneficiary Designation. 42  12.2 Effective Date of Beneficiary Designation. 43  12.3 Beneficiary Designation and Spousal Consent. 43  12.4 Distribution after Termination of Service. 44  12.5 Normal Form of Benefit. 44  12.6 Deferrals and VPOs. 44  12.7 QDROs. 46  12.8 Legal Disability. 46  ARTICLE 13 46  DIRECT ROLLOVERS 46  13.1 Rollovers from the Fund. 46  13.2 Rollovers to the Fund. 46  13.3 Representations. 47  ARTICLE 14 47  TRANSFERRED ASSETS 47  14.1 Right to Transfer Assets to this Fund. 47  14.2 Transferred Asset Accounts. 47  ARTICLE 15 48  STATEMENT OF ACCOUNT 48  15.1 Periodic Statements. 48  15.2 Amounts Standing to the Credit of a Participant. 48  ARTICLE 16 48  COMMUNICATIONS 48  ARTICLE 17 49  CESSATION OF MEMBER COMPANY PARTICIPATION 49  ARTICLE 18 49  AMENDMENTS TO TRUST AGREEMENT AND REGULATIONS 49  ARTICLE 19 49  MEMBER’S NONFORFEITABLE INTEREST 49  ARTICLE 20 49  CLAIMS PROCEDURE 49  20.1 Claim for Benefits. 49  20.2 Appeals. 50  20.3 Review Board. 50  20.4 Extension for Providing Necessary Information. 50  20.5 Validating Representative of Claimant. 51  20.6 Mandatory Use of Claims Procedure; Waiver of Claims; Forum and Venue. 51  20.7 Plan Administrator. 51  ARTICLE 21 51  PLAN ADMINISTRATOR - APPOINTMENT & DUTIES 51  21.1 Trustees and Plan Administrator. 51  21.2 Allocation of Fiduciary Responsibilities. 51  21.3 Powers and Duties of the Plan Administrator. 52  21.4 No Bond Required. 52  21.5 Delegation of Authorities. 52  21.6 Authorities and Responsibilities of Shell Oil Company. 53  21.7 Authorities and Responsibilities of the Trustees. 53  





 






PROV 20-1 Restatement FINAL iv  21.8 Discretion with Respect to Awards and Settlements. 53  21.9 Scrivener’s Error. 53  ARTICLE 22 53  TOP-HEAVY RULES 53  22.1 Operation of Article. 53  22.2 Determination of Top-Heavy Status. 53  22.3 Annual Compensation Limit. 54  22.4 Top-Heavy Contribution. 54  22.5 Modification of Top-Heavy Rules. 54  ARTICLE 23 54  NONDISCRIMINATION TEST FOR MEMBER CONTRIBUTIONS 54  23.1 ADP Limit. 54  23.2 Reduction of Member Elective Deferrals to Comply with ADP Limit. 55  23.3 Distribution of Excess Contributions. 55  23.4 ACP Limit. 56  23.5 Reduction of Member After-Tax Contributions to Comply with ACP Limit. 57  23.6 Distribution of Excess Aggregate Contributions. 57  23.7 General 401(a)(4) Test. 58  ARTICLE 24 58  MILITARY SERVICE AND HEART ACT REQUIREMENTS 58  ARTICLE 25 59  MINIMUM DISTRIBUTION REQUIREMENTS 59  25.1 General Rules. 59  25.2 Time and Manner of Distribution. 59  25.3 Required Minimum Distributions During Participant’s Lifetime. 60  25.4 Required Minimum Distributions After Participant’s Death. 60  25.5 Required Minimum Distributions during Distribution Calendar Years. 61  25.6 Election to Allow Designated Beneficiaries to Elect 5-Year Rule. 61  25.7 Election to Allow Designated Beneficiary Receiving Distributions Under the 5-Year Rule to Elect Life  Expectancy Distributions. 61  25.8 Special Rules for MRD Suspension in 2009. 61  ARTICLE 26 62  RECOUPMENT 62  26.1 Mistakes in Calculation and/or Payment. 62  26.2 Obligation to Cooperate Fully. 62  26.3 Offset Authority. 62  26.4 Exceptions to Recoupment Efforts. 62  ARTICLE 27 62  ROTH ELECTIVE DEFERRALS 62  27.1 General Application. 62  27.2 Separate Accounting. 63  ARTICLE 28 63  ROTH IN-PLAN CONVERSION 63  28.1 Roth-In Plan Conversion in General. 63  28.2 Crediting of Roth-In Plan Conversion Amounts. 63  28.3 Separate Accounting. 64  28.4 Withdrawal Rights. 64  28.5 Investment of Roth In-Plan Conversion Amounts. 64  





 






PROV 20-1 Restatement FINAL v  SCHEDULE A 65  CONTRIBUTING COMPANIES 65  SCHEDULE B 66  SPECIAL RULES APPLICABLE TO CERTAIN GROUPS OF PARTICIPANTS 66  SCHEDULE B-1 67  TRANSFER OF FUNDS FROM THE  SHELL EMPLOYEE STOCK OWNERSHIP PLAN 67  SCHEDULE B-2 68  ROLLOVER OF DISTRIBUTED FUNDS FROM KERNRIDGE SAVINGS PLAN 68  SCHEDULE B-3 69  ASSETS TRANSFERRED FROM THE SIEMENS SAVINGS PLAN 69  SCHEDULE B-4 70  MERGER OF CRI GROUP SAVINGS AND PROFIT SHARING PLANS 70  SCHEDULE B-5 71  GRANT OF PAST SERVICE CREDIT TO WILLOW ISLAND EMPLOYEES 71  SCHEDULE B-6 72  GRANT OF PAST SERVICE CREDIT TO ALLIANCE COMPANY EMPLOYEES 72  SCHEDULE B-7 73  ASSETS TRANSFERRED FROM THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND  INVESTMENT PLAN AND THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT  PLAN FOR HOURLY EMPLOYEES 73  SCHEDULE B-8 74  MERGER OF SHELL TRADING SAVINGS PLAN 74  SCHEDULE B-9 75  GRANT OF PAST SERVICE CREDIT TO PQS COMPANY EMPLOYEES AND JLI COMPANY  EMPLOYEES 75  SCHEDULE B-10 76  MERGER OF SHELL PAY DEFERRAL INVESTMENT FUND 76  SCHEDULE B-11 77  MERGER OF THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT PLAN 77  SCHEDULE B-12 78  GRANT OF PAST SERVICE CREDIT TO EAST RESOURCES  MANAGEMENT, LLC EMPLOYEES 78  SCHEDULE B-13 79  MERGER OF THE EAST RESOURCES RETIREMENT SAVINGS PLAN 79  SCHEDULE B-14 80  GRANT OF PAST SERVICE CREDIT TO  CHESAPEAKE EXPLORATION, L.L.C. EMPLOYEES 80  SCHEDULE B-15 81  BG Group plc Acquisition and Merger of the BG US Services, Inc. Savings and Investment Plan 81  SCHEDULE B-16 82  





 






PROV 20-1 Restatement FINAL vi  Motiva Joint Venture Separation and Trust-to-Trust Transfer 82  SCHEDULE C 83  [RESERVED] 83  SCHEDULE D 84  SPECIAL VESTING PROVISIONS 84  SCHEDULE E 87  SPECIAL COMPENSATION RULES 87  SCHEDULE F 88  Part One 88  Part Two 88  SCHEDULE G 89  Part One 89  Part Two 89  SHELL PROVIDENT FUND 90  TRUST AGREEMENT 90  SECTION I 90  ADOPTION OF THE PLAN, CREATION OF THE TRUST,  AND DESIGNATION OF THE TRUSTEES 90  SECTION II 91  ACCEPTANCE OF THE TRUST 91  SECTION III 91  ADMINISTRATION 91  SECTION IV 91  CONTRIBUTIONS TO THE FUND 91  SECTION V 91  DISPOSITION OF FUNDS 91  SECTION VI 92  INVESTMENT OF FUNDS 92  SECTION VII 93  DELEGATION OF POWERS 93  SECTION VIII 93  BORROWING MONEY 93  SECTION IX 94  COMPENSATION AND EXPENSES 94  SECTION X 94  DISCHARGE OF DUTIES BY TRUSTEES 94  SECTION XI 95  COMPROMISE OF CLAIMS 95  





 






PROV 20-1 Restatement FINAL vii  SECTION XII 96  INTERPRETATION OF PROVISIONS:  DETERMINATION OF CONTROVERSIES 96  SECTION XIII 96  ADDITIONAL COMPANIES 96  SECTION XIV 96  RESIGNATION OR REMOVAL OF TRUSTEES 96  SECTION XV 97  TERMINATION OF PARTICIPATION IN THE FUND 97  SECTION XVI 97  DISPOSITION OF CORPUS OR INCOME:  DURATION 97  SECTION XVII 97  AMENDMENT OF TRUST AGREEMENT AND REGULATIONS 97  SECTION XVIII 97  NON-ALIENATION OF RIGHTS 97  SECTION XIX 98  MERGER OR CONSOLIDATION OF FUND 98  SECTION XX 98  EXECUTION, DELIVERY, AND INVALIDITY 98    





 






PROV 20-1 Restatement FINAL    1 SHELL PROVIDENT FUND    PREAMBLE      The Shell Provident Fund was established by a Trust Agreement dated as of September 1, 1939, and  as amended through September 25, 2020, between the Contributing Companies listed in Schedule A to the Regulations  and the Trustees designated in the Trust Agreement.  Except as otherwise noted, the effective date of the Fund is the  date recited in this Preamble, that being the date on which the provisions of these amended Regulations are effective.   The provisions of the amended Regulations shall apply to any Participants and Beneficiaries, and to any benefits  accruing, on or after such effective date.  Benefits which accrued prior to the effective date are as reflected in prior  versions of the Regulations, but they shall continue to be subject to the limits contained herein.      





 






PROV 20-1 Restatement FINAL    2 REGULATIONS        ARTICLE 1  GENERAL PROVISIONS  1.1 Fund Name.  The Fund bears the name SHELL PROVIDENT FUND.    1.2 Object of Fund.  The object of the Fund is to accumulate for the benefit of the Employees who  become Members, as hereinafter provided, certain sums primarily as a provision for themselves after retirement from  service.    1.3 Section 404(c) Plan.  The Fund is intended to constitute a plan described in section 404(c) of the  Employee Retirement Income Security Act of 1974, as amended, and Title 29 of the Code of Federal Regulations  Section 2550.404c-1.  The Fiduciaries of the Fund may be relieved of liability for any losses which are the direct and  necessary result of investment instructions given by Participants and Beneficiaries.    1.4 Due Diligence Responsibility.  The Contributing Companies shall have no responsibility for  overseeing or monitoring the Investment Offerings.  The Trustees shall have responsibility for overseeing and  monitoring the Investment Offerings which are “designated investment alternatives” under the Plan, within the  meaning of Section 404(c) of ERISA and the applicable regulations and other guidance of general applicability issued  thereunder.  The Trustees shall have no responsibility for overseeing or monitoring investments that are available  through a brokerage window or similar structure or that are otherwise not such “designated investment alternatives.”   Each Participant and each Beneficiary shall have the sole responsibility for deciding to buy, sell, or hold Investment  Offerings for his or her Account and the sole responsibility for determining whether any Investment Offerings in said  Account provide acceptable risk and return characteristics and are otherwise consistent with his or her investment  objectives.  Participants and Beneficiaries who fail to give timely investment directions may be deemed to have given  directions to invest in the Default Fund in accordance with the further provisions of these Regulations.    1.5 Administration.  The Fund is a trust administered by Trustees designated by Shell Oil Company  and the Plan Administrator designated by the Trustees of the Fund, but the Trustees may act through an Investment  Manager when action by an Investment Manager is permitted or specified by these Regulations or by the Trust  Agreement.    1.6 Remuneration.  The Trustees and the Plan Administrator shall not receive any remuneration from  the Fund.    1.7 Derivation of Assets of the Fund.  The assets of the Fund shall be derived from:  (a) the  contributions of the Contributing Companies and the payments of the Participants (including rollovers and trust-to- trust transfers) in accordance with the Regulations; and (b) interest, dividends, and other income.      ARTICLE 2  DEFINITIONS AND CONSTRUCTION  2.1 Definitions.  The following terms, as used in the Regulations and Trust Agreement, shall have the  meanings set forth below, except that terms used in the Schedules to the Regulations shall have the meanings set forth  in the respective Schedules unless the context clearly indicates otherwise.    “1% Affiliated Company” shall mean the same as Affiliated Company in Section 2.2 of the Regulations,  except that the phrase “more than 1 percent” shall be substituted for the phrase “more than  50 percent.”  





 






PROV 20-1 Restatement FINAL    3 “25% Affiliated Company” shall mean the same as Affiliated Company in Section 2.2 of the Regulations,  except that the phrase “more than 25 percent” shall be substituted for the phrase “more than 50  percent.”    “415 Compensation”    (a) shall include:   (1) The Member’s wages, salaries, fees for professional services and other amounts  received for personal services actually rendered in the course of employment with  an Employing Company or Affiliated Company to the extent that the amounts are  includible in gross income (or to the extent amounts would have been received  and includible in gross income but for an election under Sections 125(a),  132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b) of the Code (including, but  not limited to, commissions paid to salespersons, compensation for services on  the basis of a percentage of profits, commissions on insurance premiums, tips, and  bonuses);    (2) For purposes of (1) above, earned income from sources outside the United States  (as defined in Section 911(b) of the Code), whether or not excludable from gross  income under Section 911 of the Code or deductible under Section 913 of the  Code;    (3) Amounts described in Sections 104(a)(3), 105(a), and 105(h) of the Code, but  only to the extent that these amounts are includable in the gross income of the  Member;    (4) Amounts paid or reimbursed by an Employing Company or Affiliated Company  for moving expenses incurred by a Member, but only to the extent that these  amounts are not deductible by the Member under Section 217 of the Code;   (5) The value of a non-qualified stock option (which is an option other than a statutory  option as defined in Section 1.421-1(b) of the Treasury Regulations) granted to a  Member by the Employing Company or Affiliated Company, but only to the  extent that the value of the option is includable in the gross income of the Member  for the taxable year in which granted;  (6) The amount includable in the gross income of an Member upon making the  election described in Section 83(b) of the Code; and    (7) Amounts that are includible in the gross income of the Member under the rules of   Section 409A of the Code or because the amounts are constructively received by  the Member.        (b) 415 Compensation shall not include items such as:    (1) Contributions (other than elective contributions described in Sections 402(e)(3),  408(k)(6), 408(p)(2)(A)(i), or 457(b) of the Code) made by an Employing  Company or Affiliated Company to a plan of deferred compensation to the extent  that, before the application of the limitations of Section 415 of the Code to that  plan, the contributions are not includable in the gross income of the Member for  the taxable year in which contributed;    (2) Any distributions from a plan of deferred compensation, regardless of whether  such amounts are includable in the gross income of the Member when distributed,  





 






PROV 20-1 Restatement FINAL    4 with the exception of any amounts received by a Member pursuant to an unfunded  non-qualified plan, which amounts may be considered as compensation in the year  such amounts are includable in the gross income of the Member;    (3) Amounts realized from the exercise of a nonstatutory option (which is an option  other than statutory option as defined in Section 1.421-1(b) of the Treasury  Regulations), or when restricted stock (or property) held by a Member either  becomes freely transferable or is no longer subject to a substantial risk of  forfeiture as defined within the meaning of Section 83 of the Code and the  regulations thereunder;    (4) Amounts realized from the sale, exchange or other disposition of stock acquired  under a qualified stock option;    (5) Other amounts which receive special tax benefits, such as premiums for group  term life insurance (but only to the extent that the premiums are not includable in  the gross income of the Member and are not salary reduction amounts that are  described in Section 125 of the Code); and    (6) Other items of remuneration that are similar to items 1 through 4 listed directly  above.    (c) 415 Compensation shall not include amounts otherwise includible pursuant to the above  but paid after the Member’s severance from employment with the Employing Company or  Affiliated Company.  Notwithstanding the above, 415 Compensation does not exclude  amounts paid to a Member that does not currently perform services for the Employing  Company or Affiliated Company because of qualified military service, nor amounts paid  as compensation to a Member that is permanently and totally disabled provided that such  compensation is continued for a determinable or fixed period for all such disabled  Members.  Moreover, 415 Compensation shall include payments made after the Member’s  severance from employment with the Employing Company or Affiliated Company but by  the later of 21⁄2 months after the Member’s severance from employment with the Employing  Company or Affiliated Company, or the end of the year that includes the date of the  Member’s severance from employment with the Employing Company or Affiliated  Company, which are attributable to any of the following:    (1)  payments for services during or outside of the Member’s regular working hours  (such as overtime pay, commissions, bonuses, or other similar payments) that  would have been paid to the Member prior to a severance from employment if the  Member had continued in employment with the Employing Company or  Affiliated Company;  (2)  payments of unused accrued bona fide sick, vacation, or other leave, that the  Member would have been able to use if employment had continued with the  Employing Company or Affiliated Company; or  (3) payments received by a Member pursuant to a nonqualified unfunded deferred  compensation plan, but only if the payment would have been paid to the Member  at the same time if the Member had continued employment with the Employing  Company or Affiliated Company and only to the extent that the payment is  includible in the Member’s gross income.    (d) 415 Compensation for a year shall not exceed the limit under Section 401(a)(17) of the  Code that applies to such year.    





 






PROV 20-1 Restatement FINAL    5 “Account” shall mean the sum of assets credited to a Participant or an Alternate Payee or other Present  Interest Beneficiary in Investment Offerings held in the Fund under the terms of the Regulations.    “Accountholder,” with respect to an Account, shall mean a Participant or an Alternate Payee or other Present  Interest Beneficiary with rights of possession over assets in the Account.     “Accredited Service” shall mean the period of service described in Article 4 of the Regulations.    “Active Employee” shall mean an active Employee of a Contributing Company.   “Actual Contribution Percentage,” for each Plan Year for a given Eligible Employee, shall mean the ratio  (expressed as a percentage) of (a) the amount of Member After-Tax Contributions (excluding  amounts as determined under Treasury Regulation 1.401(m)-2(a)(5)) by the Eligible Employee for  the Plan Year, to (b) the Eligible Employee’s Testing Compensation for such Plan Year.  “Actual Deferral Percentage,” for each Plan Year for a given Eligible Employee, shall mean the ratio  (expressed as a percentage) of (a) the amount of Member Elective Deferrals  (excluding amounts as  determined under Treasury Regulation 1.401(k)-2(a)(5)) paid to the Fund on behalf of the Eligible  Employee for the Plan Year, to (b) the Eligible Employee’s Testing Compensation for such Plan  Year.     “ACP Limit” shall mean the Average Actual Contribution Percentage limitation under Section 23.4 of the  Regulations.   “ADP Limit” shall mean the Average Actual Deferral Percentage limitation under Section 23.1 of the  Regulations.    “Affiliated Company” shall have the meaning set out in Section 2.2 of the Regulations.   “After-Tax Rollover Subaccount” shall mean that portion of an Account consisting of:  (a)(1) after-tax  contributions transferred to the Fund in a rollover transaction from one or more Eligible Retirement  Plans (other than individual retirement accounts); and (2) after-tax rollover contributions under one  or more qualified Eligible Retirement Plans (other than individual retirement accounts) merged into  the Fund; and (b) such Subaccount’s allocable portion of net gains and losses.    “Alternate Payee” shall mean: (a) an “alternate payee,” within the meaning of Section 206(d)(3)(K) of  ERISA, who is the spouse or former spouse of a Participant; or (b) an individual (1) who would be  an “alternate payee,” within the meaning of Section 206(d)(3)(K) of ERISA, of a Beneficiary if the  Beneficiary were a Participant, and (2) who is the spouse or former spouse of that Beneficiary.    “Annual Additions” shall mean the sum for any Plan Year of Contributions to the Fund and employer  contributions and employee contributions to other defined contribution plans of the Affiliated  Companies; however, it shall not include Restorative Payments allocated to a Member’s account.    “Annual Compensation Limit” for Plan Years beginning after December 31, 2014, shall mean $265,000 as  adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code.   “Automatic Enrollment Date” shall mean the 45th day following the Member’s date of hire or rehire, or  such later day that is at least 40 days from the date that the notice for newly hired and rehired  Members described in Section 5.2 of the Regulations is generated to such Member.    “Average Actual Contribution Percentage” shall mean for a specified group of Eligible Employees, for  each Plan Year, the average of the Actual Contribution Percentages calculated separately for each  Eligible Employee in such group.  





 






PROV 20-1 Restatement FINAL    6 “Average Actual Deferral Percentage” shall mean for a specified group of Eligible Employees, for each  Plan Year, the average of the Actual Deferral Percentages calculated separately for each Eligible  Employee in such group.    “Base Pay” shall mean that portion of a Member’s Compensation that is not attributable to a variable pay  program or an incentive compensation program established and maintained by a Contributing  Company.    “Beneficiary” shall mean a person who is or may become entitled to all or a portion of an Account by virtue of  being (a) designated by the Participant, Alternate Payee, or Present Interest Beneficiary who is the  Accountholder and who, in the case of a Participant’s designating a non-spousal beneficiary, has  obtained the consent of the surviving spouse; (b) the surviving spouse of the Accountholder if there is  no person designated by the Participant, Alternate Payee, or Present Interest Beneficiary who is the  Accountholder, or if the surviving spouse of a Participant fails to consent to the Participant’s  designation of a non-spousal beneficiary in the manner provided in Article 12; (c) the estate if there is  no person designated by, and no surviving spouse of, the Participant, Alternate Payee, or Present  Interest Beneficiary who is the Accountholder; or (d) Alternate Payee of a Participant, Alternate Payee,  or Present Interest Beneficiary who is the Accountholder; provided, however, that the only  Beneficiaries entitled to give investment directions during the life of an Accountholder are Alternate  Payees of that Accountholder.    “Beneficiary Borrower” shall have the meaning set out in Section 11.4 of the Regulations.    “Borrowers” shall mean Participants and Present Interest Beneficiaries eligible to make a loan under the terms  of Article 11 of the Regulations.    “Brokerage Window” shall mean the self-directed brokerage window or similar structure Investment Offering  selected by the Trustees, if any.    “Code” shall mean the Internal Revenue Code of 1986, as amended.     “Company Contributions” shall mean contributions made to the Fund by the Employing Companies  pursuant to Article 6 of the Regulations.    “Company Contribution Subaccount” shall mean that portion of a Member’s Account consisting of:   (a)(1) Company Contributions; (2) company contributions transferred to the Fund in a trust-to-trust  transfer from one or more qualified plans that do not allow for in-service distribution of such assets  before the Member attains age 591⁄2; (3) company contributions under one or more qualified plans  merged into the Fund which plans do not allow for in-service distributions of such assets before the  Member attains age 591⁄2; and (b) such Subaccount’s allocable portion of net gains and losses.    “Compensation” shall mean, with respect to a Member, his net compensation (without taking into account:    overtime; extended work week; premium remuneration, including premiums that a Member may  receive, if any, as a result of a temporary assignment to a foreign work location; any amounts of  host country base salary a Member receives while on an assignment to a foreign work location that  are in excess of the Member’s U.S./pensionable base salary maintained in the records of the  Member’s Employing Company; bonuses; special allowances for living expenses, dwelling, medical  assistance, or the like; or any transition payment made in connection with the Contributing  Companies’ 1994-1995 salary programs) and, compensation shall include contributions made by a  Contributing Company (or on its behalf by an affiliated corporation as defined within the meaning  of Section 1504 of the Code), to a Member’s account pursuant to such Member’s designation or  salary deferral election, with a plan which satisfies the requirements of Section 125, Section 132(f),  or Section 401(k) of the Code which plan the Contributing Company may adopt, to the extent such  amounts, if not so designated or elected by the Member, would be included in his compensation.  Compensation shall not include:  





 






PROV 20-1 Restatement FINAL    7 (a) any amount paid under the Pennzoil-Quaker State Company Change in Control  Retention/Severance Plan;    (b) any amount of severance pay or payments for accrued vacation received after a Member  separates from service from the Employer (and any Affiliated Company); or       (c) any amount of severance pay or payments for accrued vacation received as, or before, a  Member separates from service from the Employer (and any Affiliated Company) if such  amount is not paid for a period of approved absence from work;    and any such amounts shall be disregarded for all purposes under this Plan.  Notwithstanding anything  in this Article to the contrary, Compensation of a Member shall include amounts for certain groups of  Members as set forth in Schedule E, payments made after December 31, 1994, and prior to January 1,  2003, under the incentive compensation plans as listed in Part One of Schedule G and payments made  on or after January 1, 2003, under a variable pay program (sometimes also referred to as an incentive  compensation program) established and maintained by a Contributing Company and not listed on  Part Two of Schedule G, provided the payments were either received before termination of service  from all Affiliated Companies or, in the case of payments made on or after September 30, 2003,  recorded as soon as administratively feasible following such termination of service, and provided,  further the payments were not deferred from a prior year.  For purposes of the preceding sentence,  “Affiliated Company” shall be as defined in Section 2.2 of the Regulations without regard to the  second sentence of that definition.  Compensation shall also include payments for hours in excess of  forty hours per week, which payments are related to the 2002 plan year incentive compensation  programs of Equilon Enterprises LLC d/b/a Shell Oil Products US (SOPUS), including Equilon  Pipeline Company LLC, and Motiva Enterprises LLC, paid in March 2003 to hourly Employees  employed by SOPUS, Shell Pipeline Company LP, or Motiva Company, but only to the extent such  payments are not otherwise already included as Compensation.  Compensation shall also include  payments for hours in excess of forty hours per week where such hours are part of an established  normal work schedule of more than forty hours per week, paid in March 2004 to hourly Employees  then employed at the Port Arthur, Texas and Delaware City, Delaware refineries and related to the  2003 plan year incentive compensation program of Motiva Company, but only to the extent such  payments are not otherwise already included in Compensation.  Commissions shall be considered a  part of a Member’s compensation when paid in addition to a fixed basic wage or salary.  The  compensation of a Member shall also include payments made to him under a disability benefit plan  of a Contributing Company, and Contributions shall be based on an amount equivalent to the  disability benefit payments the Member would have received had there been no reduction for  amounts received under a worker’s compensation, or similar law (which, under the terms of any  such disability benefit plan, are deducted from the benefit payments under such plan) to the extent  permitted by law.  Compensation shall not exceed the following:  the sum of 415 Compensation and  any amount which is contributed by the Contributing Company pursuant to a salary reduction  agreement and which is not includable in a Member’s gross income by reason of the application of  Section 125 of the Code relating to cafeteria plans, Section 132(f)(4) of the Code relating to qualified  transportation fringe benefits, or Section 402(e)(3) of the Code relating to cash or deferred arrange- ments.  Compensation, for purposes of determining contributions by or on behalf of a Member  whose hourly rate of pay is established at a specified rate solely by reason of being assigned to an  established normal work schedule that includes hours in excess of eight (8) hours per workday, shall  be determined by application of a factor that will result in such Member’s compensation (for such  purposes) being the same as if his hourly rate had not been so established.  In addition to other  applicable limitations set forth in the Fund, and notwithstanding any other provision of the Fund to  the contrary, for Plan Years beginning on or after January 1, 1994, the Compensation of each  Member taken into account under the Fund for a Plan Year shall not exceed the Annual  Compensation Limit for that Plan Year.  For purposes of applying the Annual Compensation Limit,  payments of Compensation made to a Member during the portion of the Plan Year that such Member  was qualified to participate in the Fund are accumulated beginning with the earliest payments of  Compensation made, and Member Contributions and Employer Contributions into the Fund will  cease at the time that the Annual Compensation Limit is reached for the remainder of the Plan Year.      





 






PROV 20-1 Restatement FINAL    8 “Conduit IRA” shall mean an individual retirement account described in Section 408(a) of the Code, provided  that all amounts in said individual retirement account (including earnings) are attributable to rollover  contributions received from the Fund or another qualified plan sponsored by an employer that also  sponsored the Fund or the Coral Energy Services, LLC Savings Plan at the time the rollover  contributions were received by the individual retirement account.   “Contributing Company” shall mean Shell Oil Company and the other Contributing Companies that have  joined the Fund in accordance with the provisions of the Trust Agreement and the Regulations and,  subject to the approval of the Trustees, other Affiliated Companies that may join the Fund.    “Contribution Addition” shall mean a contribution to reimburse the Fund for administration expenses where  the Plan Administrator, based on all relevant facts and circumstances, requests reimbursement, and  the Contributing Company determines the administration expenses are not appropriate for recovery  from certain Accounts.    “Contributions” shall mean Company Contributions and Member Contributions.    “Controlled Group Company” shall mean:  (a) a corporation, with the exception of the Contributing  Company, which is a member of a controlled group of corporations (within the meaning of Section  1563(a) of the Code, determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof) which  includes the Contributing Company; (b) any trade or business (whether or not incorporated), with  the exception of the Contributing Company, which is under common control (as defined in Section  414(c), as modified by Section 415(h), of the Code and regulations thereunder) with such  Contributing Company; (c) any organization (whether or not incorporated), with the exception of  the Contributing Company, which is a member of an affiliated service group (as defined in Section  414(m) of the Code) which includes the Contributing Company; and (d) any other entity required  to be aggregated with the Contributing Company pursuant to regulations under Section 414(o) of  the Code.   “Cure Period” shall have the meaning set out in Section 11.4 of the Regulations.   “Default Fund,” with respect to each Participant who fails to make a valid investment direction or who has  no valid investment direction on file, shall mean, except as provided hereinbelow, the Investment  Offering in which Contributions, rollovers to the Fund, loan repayments, and restored forfeitures  shall be invested based on the Participant’s date of birth as designated by the Trustees;  provided,  however, that (a) the Trustees shall designate an Investment Offering as the Default Fund in the  event that a Participant’s date of birth is not reflected in the records of the Plan Administrator or is  not a credible date of birth and (b) with respect to a Participant with investments in an Investment  Offering that merges with a successor fund that is an Investment Offering, the Participant shall be  deemed to have a valid investment direction to such successor fund.  Notwithstanding the foregoing,  where a court of law or governmental body directs that proceeds from the prosecution or settlement  of class action, ERISA, shareholder, or securities litigation or enforcement activities be invested in  a certain Investment Offering, that Investment Offering shall be the Default Fund.  Solely for  purposes of this definition and the application of the default rules, in the absence of any such  direction from a court of law or governmental body, any litigation or enforcement proceeds which  are allocated to an Impacted Person      (y) who has taken a total distribution of his account, or      (z) who is a Beneficiary entitled to immediate possession of an account    shall be invested in the Default Fund that corresponds to the Impacted Person’s date of birth, unless  the Impacted Person is not an individual in which case the proceeds shall be invested in the Default  Fund that corresponds to the Participant’s date of birth.      





 






PROV 20-1 Restatement FINAL    9 “Derivative Account” shall mean an Account such as an Alternate Payee’s Account or a Beneficiary’s  Account that is derived from a Participant’s Account.    “Designated Beneficiary” shall mean the individual who is designated as a Qualified Beneficiary pursuant  to Article 12 of the Regulations and is the designated beneficiary under Section 401(a)(9) of the  Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.    “Designated Roth Subaccounts” shall mean the Member Roth 401(k) Subaccount, Roth Conversion Member  Pre-Tax Sources Subaccount, Roth Conversion Restricted Sources Subaccount, Roth Conversion  Unrestricted Sources Subaccount, and Roth Rollover Subaccount.  “Determination Date” shall mean with respect to any Plan Year, the last day of the preceding Plan Year.    “Disability Leave” shall mean a period consisting of a number of consecutive days beginning on the first  day of an employer-authorized unpaid leave of absence by reason of disability, as defined by Shell  Oil Company.   “Distributee” shall mean a Participant; the Participant’s surviving spouse; or the Participant’s spouse or former  spouse who is the Alternate Payee with regard to the interest of the spouse or former spouse,  respectively.    “Distribution Calendar Year” shall mean a calendar year for which a minimum distribution is required. For  distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar  year immediately preceding the calendar year which contains the Member’s required beginning date.  For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar  year in which distributions are required to begin under Section 25.2 of the Regulations.   “Eligible Employee” shall mean an Employee who satisfies the eligibility requirements of Section 3.1 of the  Regulations, whether or not he participates in the Fund.   “Eligible Retirement Plan” shall mean: (a) an individual retirement account described in section 408(a) of  the Code; (b) an individual retirement annuity described in section 408(b) of the Code (other than  an endowment contract); (c) a qualified trust described in section 401(a) of the Code; (d) an annuity  plan described in section 403(a) of the Code; (e) an annuity contract described in Section 403(b) of  the Code; or (f) an eligible plan under section 457(b) of the Code which is maintained by a state,  political subdivision of a state, or any agency or instrumentality of a state or political subdivision of  a state and which agrees to separately account for amounts transferred into such plan.  The definition  of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to  a spouse or former spouse who is the Alternate Payee under a qualified domestic relation order, as  defined in Section 414(p) of the Code.  For calendar years beginning on and after January 1, 2008,  the definition of Eligible Retirement Plan shall also include a Roth IRA.  If any portion of an Eligible  Rollover Distribution is attributable to withdrawals or distributions from a designated Roth account  as defined in Section 402A of the Code, an Eligible Retirement Plan with respect to such portion  shall include only another designated Roth account and/or a Roth IRA.  “Eligible Rollover Distribution” shall mean any distribution or withdrawal of all or any portion of the balance  to the credit of the Distributee or Non-Spousal Beneficiary, except that an Eligible Rollover Distribution  does not include: (a) any distribution or withdrawal that is one of a series of substantially equal periodic  payments (not less frequently than annually) either 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; (b) any distribution or withdrawal  to the extent such distribution or withdrawal is required under section 401(a)(9) of the Code; (c) any  distribution or withdrawal which is made upon the hardship of the Distributee; (d) the portion of any  distribution or withdrawal that is not includable in gross income for federal income tax purposes  (determined without regard to the exclusion for net unrealized appreciation with respect to employer  





 






PROV 20-1 Restatement FINAL    10 securities); or (e) any other portion of a distribution or withdrawal to the extent so identified by section  1.402(c)-2 of the Treasury Regulations.   Notwithstanding the above, a portion of a distribution or  withdrawal shall not fail to be an Eligible Rollover Distribution merely because the portion consists  of after-tax employee contributions that are not includible in gross income; however, such portion  may be transferred only to an individual retirement account or annuity described in section 408(a)  or (b) of the Code (including a Roth IRA), or to a qualified trust described in Section 401(a) of the  Code or an annuity contract described 403(b) of the Code, that agrees to separately account for  amounts so transferred, including separately accounting for the portion of such distribution or  withdrawal which is includible in gross income and the portion of such distribution or withdrawal  which is not so includible.    Notwithstanding the above, a portion of a distribution or withdrawal  from a Designated Roth Subaccount shall be considered an Eligible Rollover Distribution if made  to a designated Roth account under an applicable retirement plan described in Section 402A(e)(1)  of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent that the  rollover is permitted under the rules of Section 402(c) of the Code.  “Employee,” except as set forth hereinbelow, shall mean any person in the service of any of the Contributing  Companies who receives a regular and stated compensation (other than a retainer) directly from  such Contributing Company, provided, however, that, Employees shall not include any person  employed by any corporation or business entity that is not a Contributing Company hereunder which  is merged or liquidated into, or whose assets are acquired by any Contributing Company, unless the  Contributing Company, with the consent of Shell Oil Company, designates the employees of such  corporation or other business entity, as the case may be, as Employees under the Fund pursuant to  written resolutions adopted by such Contributing Company at any time prior to or after such  liquidation, merger, or asset acquisition.       The term “Employee” shall not include: (a) a person whose compensation is paid solely in the form  of commissions; (b) a non-resident alien; (c) a person who is temporarily employed by a  Contributing Company because of a transfer from a foreign Affiliated Company which is not a  Contributing Company; (d) a person who is a Leased Employee; (e) a person whose contract of  employment or engagement letter or contract for services explicitly states or implicitly provides that  the person is not entitled to participate in this Fund, in particular, or the employee benefit plans of  one or more Contributing Companies, in general; or (f) a person designated by the relevant  Contributing Company as an independent contractor.  In addition to the foregoing, and  notwithstanding anything herein to the contrary, a person shall not be treated as an Employee  eligible to, among other things, make Member Contributions and receive Company Contributions  under the Fund (even if such person is determined to be a common law employee of the Employing  Company entitled to service credits for eligibility purposes under the Fund) before the date the  Employing Company is required to withhold federal income taxes from the person’s pay.   “Affiliated Company” for purposes of this paragraph shall be as defined in Section 2.2, except that  the phrase “more than 25 percent” shall be substituted for the phrase “more than 50 percent.”  In  addition to the foregoing, and notwithstanding anything herein to the contrary, the term “Employee”  shall not mean any person during any period or periods of time that such person does, or may,  actively participate in the Shell Chemical Company Employee Savings Plan for Bargaining Unit  Employees (the “Pt Pleasant Plan”); provided, however, that the term “Employee” shall include such  person from the date his employing Contributing Company reclassifies him as a staff employee up  to and including June 1, 2000, so long as he no longer participates actively in such Pt Pleasant Plan  during that time, and otherwise meets the definition of Employee.  In addition to the foregoing, and  notwithstanding anything herein to the contrary, the term “Employee” shall not mean any person  during any period or periods of time that such person is represented by one of those certain  bargaining units commonly known as: the Brotherhood of Teamsters, Auto Truck Drivers, Line  Drivers, Car Haulers and Helpers, Local No. 70 of Alameda County, Affiliated with the  International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America; the  International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, Local  No. 397 (North East, PA Distribution Center Drivers); Teamsters Local Union #416, Affiliated with  the International Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America  (Blue Coral, Cleveland); or Truck Drivers & Chauffeurs Union, Local No. 478, International  





 






PROV 20-1 Restatement FINAL    11 Brotherhood of Teamsters, Chauffeurs, Warehousemen and Helpers of America, AFL (Whippany,  NY); or any successors to any of these unions under a collective bargaining agreement with  Pennzoil-Quaker State Company d/b/a SOPUS Products or a successor.     An Employee shall cease to be such under this Fund upon termination of his service for any cause  whatsoever, provided, however, that an Employee shall continue to be treated as such under this  Fund during all periods of leave of absence (u) with pay (1) not exceeding one year or (2) in excess  of one year where such leave is granted in connection with the Pennzoil-Quaker State Company  Change in Control Retention/Severance Plan, (v) without pay due to sickness or disability, (x) due  to war or national emergency, (y) in accordance with the military leave policy of his Employing  Company, and (z) other Contributing Company authorized leaves of absence.    “Employer” shall mean the group of companies comprising an Employing Company and each company  which would be a Controlled Group Company with respect to that Employing Company.      “Employing Company” shall mean, with respect to a Member, the Contributing Company that employs  such Member.    “Employment Commencement Date” shall mean the date an individual first performs an Hour of Service  for one of the Contributing Companies.   “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.   “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of (a) the aggregate  amount of Member After-Tax Contributions actually made by Highly Compensated Employees for such  Plan Year, over (b) the maximum amount of such Member After-Tax Contributions permitted under  the ACP Limit.    “Excess Contributions” shall mean, with respect to any Plan Year, the excess of (a) the aggregate amount of  Member Elective Deferrals (excluding Member Catch-Up Contributions) actually made by Highly  Compensated Employees for such Plan Year, over (b) the maximum amount of such Member Elective  Deferrals permitted under the ADP Limit.   “Excess Deferral Amount” shall mean the amount of Member Elective Deferrals  that the Participant  allocated to the Fund that exceeds the annual limit imposed on the Participant by Section 5.5(a) of  the Regulations.  “Fiduciary” shall mean each Trustee, the Plan Administrator, and other Employees (except for Members and  Beneficiaries to the extent they direct investments in their own Accounts) deemed to be fiduciaries as  to this Fund.    “First Service Spanning Rule” shall mean the Service Spanning Rule set forth in Section 4.1(e)(1) of the  Regulations.     “Former Member” shall mean a former Employee who was a Member of the Fund before he terminated his  employment and who is still a participant; or, where the context permits, a former Employee who  becomes a Participant by electing to have a Valid Direct Rollover Contribution contributed directly to  the Fund.    “Fund” shall mean the Shell Provident Fund.    “Hardship Withdrawal” shall mean a distribution from the Member Roth 401(k) Subaccount, Roth  Conversion Member Pre-Tax Sources Subaccount, Member Pre-Tax Subaccount, or Member Catch- Up Subaccount of a Member in accordance with Section 10.6 made on account of an immediate and  heavy financial need of the Member that is necessary to satisfy the financial need.      





 






PROV 20-1 Restatement FINAL    12 “Highly Compensated Employee” shall mean an employee of the Employing Company who was a  five-percent owner, as defined in Section 416(i)(1) of the Code, at any time during the  “determination year” or the “look-back year;” or had “compensation” from an Employing Company  during the look-back year in excess of $120,000 (as adjusted pursuant to Section 415(d) of the Code)  and, if the Employing Company so elects, was in the top-paid group of employees for the look-back  year.     The determination of who is a Highly Compensated Employee hereunder, including determinations  as to the number and identity of employees in the top-paid group and the compensation considered,  shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued  thereunder.  An employee is in the top-paid group of employees for any year if such employee is in  the group consisting of the top 20 percent of the employees when ranked on the basis of  compensation paid during such year.  For purposes of determining the number of employees in the  top-paid group, employees described in Section 414(q)(5) of the Code and Q&A 9(b) of Section  1.414(q)-1T of the Treasury Regulations are excluded.  Employers aggregated under Section 414(b),  (c), (m), or (o) of the Code are treated as a single employer.  For purposes of this definition, the  following terms have the following meanings:  (a) The “determination year” means the Plan Year for which the determination of who is a  Highly Compensated Employee is being made.  (b) The “look-back year” means the 12-month period immediately preceding the  determination year or, if the Employer so elects in the Plan, the calendar year beginning  with or within such 12-month period.  (c) For purposes of this definition, the term “compensation” has the meaning set forth in  Section 415(c)(3) of the Code.   The identification of Highly Compensated Employees is subject to further provisions of Section 414(q)  of the Code and applicable Department of Treasury regulations.  The term “Highly Compensated  Employee” shall not include any employee who is a nonresident alien and who receives no earned U.S.  source income from the Employer.    “Hour of Service” shall mean an hour for which an individual is paid or entitled to payment by the  Contributing Companies for the performance of duties (or for which back pay is awarded) provided  such hour has not previously been taken into account, except an hour for which a premium rate is  paid because such hour is in excess of the maximum workweek applicable to an employee under  Section 7(a) of the Fair Labor Standards Act of 1938, as amended, or because such hour is in excess  of a bona fide standard workweek or workday.  An Hour of Service is performed on the day an  Employee Terminates, but not on the first day of a leave of absence.     “Impacted Persons,” with respect to Investment Offerings or securities in the Royal Dutch Shell Stock Fund  which are the subject of class action, ERISA, shareholder, or securities litigation or enforcement  activities, shall mean persons who are class members impacted by the allegations giving rise to the  litigation or enforcement activity.    “Inherited IRA” shall mean an individual retirement plan described in Section 408(a) or (b) of the Code that  is established for the purpose of receiving a direct rollover on behalf of a Non-Spousal Beneficiary  pursuant to Section 402(c)(11) of the Code.  For calendar years beginning on and after January 1,  2009, the definition of Inherited IRA shall also include a Roth IRA that is established for the purpose  of receiving a direct rollover on behalf of a Non-Spousal Beneficiary pursuant to Section 402(c)(11)  of the Code.    “Investment Manager” shall mean a fiduciary (a) who has the power to manage, acquire, or dispose of any  assets of the Fund or a portion thereof; (b) who (1) is registered as an investment adviser under the  





 






PROV 20-1 Restatement FINAL    13 Investment Advisers Act of 1940, as amended, or under state law, (2) is a bank as defined in that  Act, or (3) is an insurance company qualified to perform services described in (a) above under the  laws of more than one state; and (c) who acknowledges in writing that he is a fiduciary with respect  to this Fund.  An Investment Manager shall qualify as such by delivering a written acceptance to the  Trustees, and shall be subject to the further conditions of Section VII of the Trust Agreement.  “Investment Offerings” shall mean the investment alternatives in which assets of the Fund may be invested.    “Key Employee” shall mean shall mean an Employee or former Employee (including any deceased  employee) who at any time during the Plan Year that includes the determination date was an officer  of the Employer having annual compensation greater than $130,000 (as adjusted under Section  416(i)(1) of the Code for Plan Years beginning after December 31, 2001), a 5-percent owner of the  Employer, or a 1-percent owner of the Employer having annual compensation of more than  $150,000.  For this purpose, annual compensation means compensation within the meaning of  Section 415(c)(3) of the Code.  The determination of who is a key employee will be made in  accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of  general applicability issued thereunder.   “Labor Dispute Period” shall mean a number of consecutive days beginning on the first day, as determined  by Shell Oil Company, of a strike, a lockout, or any other similar labor dispute, and ending on the  date that the strike, lockout, or any other similar labor dispute is resolved as determined by Shell Oil  Company.    “Leased Employee” shall mean an individual who satisfies the definition of a leased employee in Section  414(n)(2) of the Code.  For this purpose, an individual who has performed services for an Affiliated  Company for at least 750 hours during a 12-consecutive-month period which begins on the date the  leased employee first completes an Hour of Service with a Contributing Company will be considered  to have performed services on a substantially full-time basis for a period of at least one year.   “Life Expectancy” shall mean the life expectancy as computed by use of the Single Life Table in Section  1.401(a)(9)-9 of the Treasury Regulations.  “Member” shall mean an Employee qualified to participate in the Fund pursuant to Section 3.1 or 3.2.     “Member’s Account Balance,” for purposes of the minimum required distribution rules, shall mean the  Account balance as of the last valuation date in the calendar year immediately preceding the  Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions  made and allocated or forfeitures allocated to the Account balance as of dates in the valuation  calendar year after the valuation date and decreased by distributions made in the valuation calendar  year after the valuation date. The Account balance for the valuation calendar year includes any  amounts rolled over or transferred to the Fund either in the valuation calendar year or in the  Distribution Calendar Year if distributed or transferred in the valuation calendar year.    “Member After-Tax Base Pay Election” shall mean an election to contribute 1% to 25% of Base Pay, in  1⁄2% increments, as a Member After-Tax Contribution.  “Member After-Tax Contributions” shall mean after-tax contributions other than Roth Elective Deferrals  made to the Fund at the election of a Member which contributions represent a percentage of the  Compensation the Member earns as a Member in the employ of a Contributing Company during a  payroll period; or, where the context so suggests, the accumulated contributions so made to the  Fund.  “Member After-Tax Subaccount” shall mean that portion of an Account consisting of: (a)(1) Member   After-Tax Contributions; (2) participant after-tax contributions transferred to the Fund in a trust-to- trust transfer from one or more qualified plans; and (3) participant after-tax contributions under one  





 






PROV 20-1 Restatement FINAL    14 or more qualified plans merged into the Fund; and (b) such Subaccount’s allocable portion of net  gains and losses.    “Member After-Tax Variable Pay Election” shall mean an election to contribute from 1% to 25% of  Variable Pay, in 1⁄2% increments, as a Member After-Tax Contribution.  “Member Catch-Up Contributions” shall mean Member Elective Deferrals --- in accordance with, and  subject to the limitations of, Section 414(v) of the Code --- made to the Fund at the election of a  Member who is eligible to make Member Elective Deferrals hereunder and who will attain at least  age 50 before the close of the Plan Year.  Such contributions shall not be taken into account for  purposes of the provisions of the Regulations implementing the required limitations of Sections  402(g) and 415 of the Code.  “Member Catch-Up Election” shall mean an election to contribute from 1% to 50% of Base Pay and   Variable Pay, in 1⁄2% increments, as a Member Catch-Up Contribution; provided, however, this  election shall only be available to a Member who will attain at least age 50 before the close of the  Plan Year.  A Member Catch-Up Election will no longer be available as an election under the Fund  for any pay period that begins on or after January 1, 2015.  “Member Catch-Up Subaccount” shall mean that portion of an Account consisting of: (a)(1) Member  Catch-Up Contributions made to the Fund pursuant to a Member Catch-Up Election, (2) catch-up  contributions transferred to the Fund in a trust-to-trust transfer from one or more qualified plans,  and (3) catch-up contributions under one or more qualified plans merged into the Fund; and (b) such  Subaccount’s allocable portion of net gains and losses.    “Member Contributions” shall mean Member Elective Deferrals and Member After-Tax Contributions.    “Member Elective Deferrals” shall mean Member Pre-Tax Contributions and Member Roth 401(k)  Contributions.    “Member Pre-Tax Base Pay Election” shall mean an election to contribute from 1% to 50% of Base Pay,  in 1⁄2% increments, as a Member Pre-Tax Contribution.    “Member Pre-Tax Contributions” shall mean pre-tax elective deferrals made to the Fund at the election of  a Member which elective deferrals represent a percentage of the Compensation the Member earns  as a Member in the employ of a Contributing Company during a payroll period; or, where the context  so suggests, the accumulated pre-tax elective deferrals so made to the Fund.    “Member Pre-Tax Subaccount” shall mean that portion of an Account consisting of: (a)(1) Member Pre- Tax Contributions; (2) qualified non-elective contributions made to the Fund before June 26, 2009;  (3) elective deferrals transferred to the Fund in a trust-to-trust transfer from one or more qualified  plans; and (4) elective deferrals under one or more qualified plans merged into the Fund; and  (b) such Subaccount’s allocable portion of net gains and losses.    “Member Pre-Tax Variable Pay Election” shall mean an election to contribute from 1% to 50% of Variable  Pay, in 1⁄2% increments, as a Member Pre-Tax Contribution.     “Member Roth 401(k) Base Pay Election” shall mean an election to contribute from 1% to 50% of Base  Pay, in 1⁄2% increments, as a Member Roth 401(k) Contribution.  “Member Roth 401(k) Contributions” shall mean Roth Elective Deferrals made to the Fund at the election  of a Member which Roth Elective Deferrals represent a percentage of the Compensation the Member  earns as a Member in the employ of a Contributing Company during a payroll period; or, where the  context so suggests, the accumulated Roth Elective Deferrals so made to the Fund.    





 






PROV 20-1 Restatement FINAL    15 “Member Roth 401(k) Subaccount” shall mean that portion of an Account consisting of: (a)(1) Member  Roth 401(k) Contributions; (2) Roth Elective Deferrals transferred to the Fund in a trust to trust  transfer from one or more qualified plans; and (3) Roth Elective Deferrals under one or more  qualified plans merged into the Fund including assets transferred into the Fund in connection with the  merger of the East Resources Retirement Savings Plan into the Fund on or about November 30, 2012,  that were attributable to the “Roth Deferral Account” in the East Resources Retirement Savings Plan;  and (b) such Subaccount’s allocable portion of net gains and losses.  Prior to January 1, 2015, the  Member Roth 401(k) Subaccount was known as Prior Plan ROTH 401(k) Subaccount and meant that  portion of the Account consisting of: assets transferred into the Fund in connection with the merger of  the East Resources Retirement Savings Plan into the Fund on or about November 30, 2012, that were  attributable to the “Roth Deferral Account” in the East Resources Retirement Savings Plan; and such  Subaccount’s allocable portion of net gains and losses.  “Member Roth 401(k) Variable Pay Election” shall mean an election to contribute from 1% to 50% of  Variable Pay, in 1⁄2% increments, as a Member Roth 401(k) Contribution.  “Member Secondary Election” shall mean an election to contribute from 1% to 25% of Base Pay, in 1⁄2%  increments, or a deemed election of 0% that will apply as provided in Section 5.5(b).  A Member  Secondary Election will no longer be available as an election under the Fund for any pay period that  begins on or after January 1, 2015.  “Non-Contributing Company” shall mean any corporation, trade, or business that is not a Contributing  Company.    “Nonhighly Compensated Employee” shall mean an employee of a Controlled Group Company who is not  a Highly Compensated Employee.  The identification of Nonhighly Compensated Employees is  subject to further provisions of Section 414(q) of the Code and applicable Department of Treasury  regulations.  The term “Nonhighly Compensated Employee” shall not include any employee who is  a nonresident alien and who receives no earned U.S. source income from the employing Controlled  Group Company.   “Non-Key Employee” shall mean an Employee who is not a Key Employee.    “Non-Spousal Beneficiary” shall mean a Qualified Beneficiary, other than an Alternate Payee or the  surviving spouse of the Participant, except that a Non-Spousal Beneficiary shall also mean an  individual that has not attained 18 years of age but would otherwise meet the requirements of a  Qualified Beneficiary.   “Participant” shall mean a Member or Former Member.    “Participation Service” shall mean a period of service generally used for determining eligibility to receive  a Company Contribution of 2.5% (or of 3% for former members of The Alliance Savings Plan) for  periods prior to January 1, 2015.  After December 31, 2014, Participation Service shall be used for  purposes of Schedule D and such other limited purposes as may be described herein.  “Payroll Closing Date” shall mean the last business day of that pay period on which changes that affect the  amount of the Employee’s paycheck for that pay period, or the credits and debits appearing on the  Employee’s pay advice for that pay period, can be accepted for processing.  “Period of Absence” shall mean a number of consecutive days beginning on the first day of an absence from  service from the Contributing Companies (with or without pay) for any reason other than  Termination or disability, such as leave of absence (other than disability), vacation, or holiday.     “Period of Service” shall mean each period of an individual’s Service commencing on his Employment  Commencement Date or a Reemployment Commencement Date, if any, and ending on a Severance  





 






PROV 20-1 Restatement FINAL    16 from Service Date.   For the sole purpose of Participation Service, the Period of Severance shall be  treated as a Period of Service if the Service Spanning Rules apply.  A Period of Service shall also  include any period required to be credited as a Period of Service by federal law, but only under the  conditions and to the extent so required by such federal law.  Moreover, for purposes of determining  the Period of Service, the following applies:  (a) Except as provided in paragraph (b) below, an individual shall be credited with one month  of Service for each calendar month in which he is credited with one or more Hours of  Service.     (b) The crediting method described in paragraph (a) above shall not apply in determining  whether or not the Service Spanning Rules apply, and it shall not apply in determining  Participation Service.   “Period of Severance” shall mean each period of time commencing on an individual’s Severance from  Service Date and ending on a Reemployment Commencement Date.     “Permissive Aggregation Group” shall mean the Required Aggregation Group of plans plus any other  qualified plan or plans of the Employer which, when considered as a group with the Required  Aggregation Group, would continue to satisfy the requirements of Sections 401(a) and 410 of the  Code.    “Plan” shall mean the Regulations of the Shell Provident Fund.    “Plan Administrator” shall mean the “administrator,” within the meaning of Section 3(16)(A)(i) of ERISA,  designated by the Trustees pursuant to the Regulations and Trust Agreement.     “Plan Year” shall be the calendar year.  “Preceding Employee” shall mean an Employee whose most recent prior employer during the Qualifying  Period is a 25% Affiliated Company at the time he becomes an Employee of a Contributing  Company.    “Present Interest Beneficiary” is a surviving spouse, an individual beneficiary at least 18 years of age, or  an Alternate Payee, in each case, entitled to immediate possession of all or a part of a Participant’s  Account as a consequence of the death or divorce of the Member, or entitled to immediate  possession of all or a part of a Derivative Account as a consequence of the death or divorce of an  individual (other than a Participant) who at the time of such event had a present interest in the  Derivative Account.    “Pre-Tax Rollover Subaccount” shall mean that portion of an Account consisting of: (a)(1) pre-tax  contributions transferred to the Fund in a rollover transaction from one or more Eligible Retirement  Plans; and (2) pre-tax rollover contributions under one or more Eligible Retirement Plans merged  into the Fund; and (b) such Subaccount’s allocable portion of net gains and losses.    “Previously Distributed Subaccount” shall mean that portion of an Account consisting of assets transferred  into the Fund in connection with the merger of the Pennzoil-Quaker State Company Savings and  Investment  Plan into the Fund on or about June 26, 2009, that were attributable to the “Uncashed  Checks Account” in the Pennzoil-Quaker State Company Savings and Investment  Plan.  “Prior Plan Company Contribution Subaccount” shall mean that portion of an Account consisting of:   (a)(1) company contributions transferred to the Fund in a trust-to-trust transfer from one or more  qualified plans that allow for in-service distributions of such company contributions before the  Member attains age 591⁄2; and (2) company contributions under one or more qualified plans merged  





 






PROV 20-1 Restatement FINAL    17 into the Fund which plans allow for in-service distributions of such company contributions before  the Member attains age 591⁄2 ; and (b) such Subaccount’s allocable portion of net gains and losses.  “Prior Plan Fully Vested Match Subaccount” shall mean that portion of an Account consisting of:  (a)(1) employer matching contributions not subject to a vesting schedule which employer matching  contributions were transferred to the Fund in a trust-to-trust transfer from one or more qualified  plans; and (2) employer matching contributions not subject to a vesting schedule under one or more  qualified plans merged into the Fund; and (b) such Subaccount’s allocable portion of net gains and  losses.     “Prior Plan Scheduled Vesting Match Subaccount” shall mean that portion of an Account consisting of:  (a)(1) employer matching contributions subject to a vesting schedule which employer matching  contributions were transferred to the Fund in a trust-to-trust transfer from one or more qualified  plans; and (2) employer matching contributions subject to a vesting schedule under one or more  qualified plans merged into the Fund; and (b) such Subaccount’s allocable portion of net gains and  losses.    “QNEC Subaccount” shall mean that portion of an Account consisting of: (a)(1) qualified non-elective  contributions made to the Fund on or after June 26, 2009; (2) qualified non-elective contributions  transferred to the Fund in a trust-to-trust transfer on or after June 26, 2009, from one or more  qualified plans; and (3) qualified non-elective contributions under one or more qualified plans  merged into the Fund on or after June 26, 2009; and (b) such Subaccount’s allocable portion of net  gains and losses.  “Qualified Beneficiary” shall mean:   (a) an individual who:  (1) is named by a Participant as his beneficiary pursuant to Article 12 and is at least  18 years of age (or will attain at least 18 years of age before said beneficiary’s  respective share of the Participant’s account is distributed from the Fund), and is  entitled to receive distribution of all or any part of the amount standing to the  credit of the Participant upon the death of the Participant; or   (2) is the surviving spouse of a deceased Participant; or   (3) is an alternate payee, within the meaning of Section 206(d)(3)(K) of ERISA, who  is the spouse or former spouse of a Participant; or    (b) a private trust that meets all of the following requirements:  (1) is valid under state law, or would be but for the fact that there is no corpus;     (2) is irrevocable or will, by its terms, become irrevocable upon the death of the  Participant;    (3) the beneficiary or beneficiaries of the trust are identifiable individuals from the  trust instrument; and  (4) the beneficiary designation made by the Participant is made in such form as the  Plan Administrator may require and the Participant provides such additional  information as the Plan Administrator may require, provided that,   (A) for any calendar year up to and including the calendar year of the  Participant’s death, in order to establish that the Participant’s spouse is  





 






PROV 20-1 Restatement FINAL    18 the sole beneficiary under the trust for purposes of Article 25, the  Participant must:  (i) provide to the Plan Administrator a list of all of the  beneficiaries of the trust (including contingent and remainderman  beneficiaries with a description of the conditions of their entitlement)  sufficient to establish that the Participant’s spouse is the sole  beneficiary); (ii) certify that, to the best of the Participant’s knowledge,  the list of beneficiaries is correct and complete and that the requirements  of paragraphs (b)(1), (2) and (3) above are satisfied; (iii) agree to provide  corrected certifications to the extent that an amendment changes any  information previously certified; and (iv) agree to provide a copy of the  trust instrument to the Plan Administrator upon demand;    (B) for calendar years following the calendar year of the Participant’s death,  the trustee of the trust instrument, no later than October 31 of the  calendar year immediately following the calendar year of the  Participant’s death, must (i) provide the Plan Administrator with a final  list of all of the beneficiaries of the trust (including contingent and  remainderman beneficiaries with a description of the conditions on their  entitlement) as of September 30 of the calendar year immediately  following the calendar year of the Participant’s death; (ii) certify that, to  the best of the trustee’s knowledge, the list of beneficiaries is correct and  complete and that the requirements of paragraphs (b)(1), (2), and (3)  above are satisfied and (iii) agree to provide a copy of the trust  instrument to the Plan Administrator upon demand.     When applying the requirements of paragraph (b)(3) above, the trust instrument need not name the  individuals by name so long as the individuals who are to be the beneficiaries are identifiable under  the trust instrument.  The members of a class of beneficiaries capable of expansion or contraction  will be treated as being identifiable if it is possible to identify the class member with the shortest  life expectancy.   Nothing in this provision shall be construed to mean that a Qualified Charitable Organization can  be a Qualified Beneficiary.  “Qualified Charitable Organization” shall have the meaning set forth in Section 12.1 of the Regulations.    “Qualified Plan” shall mean a plan other than this Fund that is qualified under section 401(a) of the Code  based on the opinion of tax counsel.     “Qualifying Period” shall mean the period of time before the Employee became an Employee of a  Contributing Company when the Employee was an employee of a 1% Affiliated Company.  “RDS ADRs” shall mean Class A American Depositary Receipts of Royal Dutch Shell plc.    “Reemployment Commencement Date” shall mean the first date an individual performs an Hour of Service  following a Severance from Service Date.   “Regulations” shall mean the plan instrument of the Fund.    “Relevant Rate Group” shall mean an applicable rate group under Treasury Regulations  Section 1.401(a)(4)-8 with the closest rate lower than the rate group for which an adjustment is  needed under such regulations.    





 






PROV 20-1 Restatement FINAL    19 “Required Aggregation Group” shall mean (a) each qualified plan of the Employer in which at least one  Key Employee participates, and (b) any other qualified plan of the Employer which enables a plan  described in (a) above to meet the requirements of Sections 401(a)(4) or 410 of the Code.  “Required Beginning Date,” for any Member, shall mean April 1 of the calendar year following the later  of:  (a) the calendar year in which the Member attains age 70-1/2; or (b) the calendar year in which  the Member retires provided that the Member is not a 5-percent owner with respect to the Plan Year  ending in the calendar year in which the Member attains age 70-1/2.  “Restorative Payment” shall mean payments allocated to a Member’s account to restore losses resulting  from action (or a failure to act) by a fiduciary that creates a reasonable risk of liability for breach of  fiduciary duty under Title I of ERISA or other applicable federal or state law.   “Roth Conversion Member Pre-Tax Sources Subaccount” shall mean that portion of an Account  consisting of amounts that were part of a Roth In-Plan Conversion pursuant to Article 28 of the  Regulations and attributable to amounts distributed from the Subaccounts identified under Section  28.2(c) of the Regulations.  “Roth Conversion Restricted Sources Subaccount” shall mean that portion of an Account consisting of  amounts that were part of a Roth In-Plan Conversion pursuant to Article 28 of the Regulations and  attributable to amounts distributed from the Subaccounts identified under Section 28.2(b) of the  Regulations.  “Roth Conversion Unrestricted Sources Subaccount” shall mean that portion of an Account consisting of  amounts that were part of a Roth In-Plan Conversion pursuant to Article 28 of the Regulations and  attributable to amounts distributed from the Subaccounts identified under Section 28.2(a) of the  Regulations.  “Roth Elective Deferral” shall mean an elective deferral that is (a) designated irrevocably by a participant  at the time of the cash or deferred election as a Roth elective deferral that is being made in lieu of  all or a portion of the pre-tax elective deferrals the participant is otherwise eligible to make to a  qualified retirement plan; and (b) treated by the participant’s employer as includible in the  participant’s income at the time the participant would have received that amount in cash if the  participant had not made a cash or deferred election.    “Roth In-Plan Conversion” shall mean a distribution from the Distributee’s Account (except from the  Distributee’s Designated Roth Subaccounts) that is directly rolled over to one or more of the  Distributee’s Designated Roth Subaccounts in the Fund pursuant to Section 402A(c)(4) of the Code  and as provided under Article 28 of the Regulations.  “Roth IRA” shall mean an individual retirement account that has been designated as a “Roth IRA” as  described in Section 408A(b) of the Code.  “Roth Rollover Subaccount” shall mean that portion of an Account consisting of: (a)(1) amounts from a  designated Roth account as defined in Section 402A of the Code transferred to the Fund in a rollover  transaction from one or more Eligible Retirement Plans; and (2)  rollover amounts from a designated  Roth account as defined in Section 402A of the Code merged into the Fund; and (b) such  Subaccount’s allocable portion of net gains and losses.    “Royal Dutch Shell Stock Fund” shall mean a non-diversified, unitized fund consisting primarily of RDS  ADRs and short-term instruments.    “Second Service Spanning Rule” shall mean the Service Spanning Rule set forth in Section 4.1(e)(2) of the  Regulations.       





 






PROV 20-1 Restatement FINAL    20 “Service” shall mean the period of an individual’s employment as an Employee with a Contributing  Company.   “Service Spanning Rules” shall mean the First Service Spanning Rule or the Second Service Spanning Rule,  whichever is applicable, used for determining when a Period of Severance is treated as a Period of  Service, solely for purposes of calculating Participation Service.     “Severance from Service Date” shall mean the earliest of the following dates:  (a) The first date an individual Terminates his Service following his Employment  Commencement Date or following his most recent Reemployment Commencement Date,  if any.     (b) The 31st day of a number of days (whether or not consecutive) of one or more Labor Dispute  Periods during which Period or Periods an individual, who has not incurred a Termination,  is absent from service from the Contributing Companies (with or without pay) due to his  participation in such labor dispute or disputes.    (c) The last day of the first 12 months of a Period of Absence during which period an  individual, who has not incurred a Termination, remains absent from service from the  Contributing Companies (with or without pay).      (d) The last day of the first 12 months of Disability Leave during which Disability Leave an  individual who has not incurred a Termination, remains absent from service from the  Contributing Companies without pay.    “Shell Pay Deferral Investment Fund” shall mean the tax-qualified cash-or-deferred arrangement  established on August 1, 1984, and merged into this Fund on or about June 18, 2007.    “Shell Savings Group Trust” shall mean the master trust, if any, in which the assets of the Fund are invested.    “Shell Trading Savings Plan” shall mean the tax-qualified defined contribution plan established on  January 1, 1996, by Affiliated Companies of Shell Oil Company and merged on December 29, 2004,  into both this Fund and the Shell Pay Deferral Investment Fund, which plan was formerly known as  the “Coral Energy Services, LLC Savings Plan” and the “Coral Energy Resources Services  Company Savings Plan.”    “Subaccounts” shall mean the subaccounts described in Section 8.3 of the Regulations.    “Terminates” shall mean resigns, retires, or is discharged from all Contributing Companies, or dies.   “Termination” shall mean resignation, retirement, or discharge from all Contributing Companies, or death.   “Tested Plan Year” shall mean the Plan Year for which the requirements of Code Section 401(a)(4) are  being tested.    “Testing Compensation” shall mean 415 Compensation, but excluding any amount in excess of the Annual  Compensation Limit.    “Thrift Fund” shall mean a fund that invests in high quality, short-term, U.S. dollar-denominated money  market securities of domestic and foreign issuers and repurchase agreements.    “Transferred Assets” shall mean those assets which are transferred from a Qualified Plan directly to the  Fund by the trustee or trustees of the Qualified Plan on behalf of a Member, provided that the  Qualified Plan from which the assets are transferred provides benefits protected under Section  





 






PROV 20-1 Restatement FINAL    21 411(d)(6) of the Code which are also protected by this Fund, or the transfer satisfies one of the  exceptions set forth in the Treasury Regulations under Section 411(d)(6) of the Code.    “Trust Agreement” shall mean the Trust Agreement between the Trustees and Shell Oil Company and the  other Contributing Companies, dated as of the 1st day of September 1939, and as amended from  time to time.    “Trustees” shall mean the individuals whose names are listed in the Trust Agreement and their successors.   “Valid Direct Rollover Contribution” shall mean a direct rollover of an Eligible Rollover Contribution within  the meaning of Treasury Regulation Section 1.402(c)-2 and from: (a) a qualified plan described in  Section 401(a) or 403(a) of the Code, including after-tax employee contributions; (b) an annuity contract  described in Section 403(b) of the Code, including after-tax employee contributions; (c) an eligible plan  under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or  any agency or instrumentality of a state or political subdivision of a state; and (d) the portion of a  distribution from an individual retirement account or annuity described in Section 408(a) or 408(b)  of the Code that is eligible to be rolled over and would otherwise be includible in gross income.  A  Valid Direct Rollover Contribution shall exclude amounts from a Roth IRA account described in  Section 408A of the Code; and from a SIMPLE IRA, a Coverdell Education IRA, or a Simplified  Employee Pension Plan (SEPP), as described in Section 408 of the Code.      “Valuation Date”   (a) for purposes of the Top-Heavy rules, shall mean the most recent Valuation Date occurring  within a 12-month period ending on the applicable Determination Date; and    (b) for all other purposes, shall mean a date on which Accounts under the Fund are valued.  On  and after June 1, 1996, a Valuation Date shall be any day, other than a Saturday, a Sunday, or  a legal holiday, on which the New York Stock Exchange is open for trading, and/or such other  dates as may be required by the Trustees.   In the case of purchases, redemptions, and/or  valuations during periods of extreme market conditions, market closures, or illiquidity, the  Valuation Date may be delayed until the later of the day all securities markets resume normal  trading or the day sufficient liquidity returns, in the judgment of the Investment Manager.    “Valuation Period,” on and after June 1, 1996, shall mean each calendar month with Participants’ or  Beneficiaries’ Thrift Accounts to be credited or debited, as the case may be, as of the last Valuation  Date of each such month or, if there is no Valuation Date during such month, the last Valuation Date in  the month or months immediately prior to such month.   “Variable Pay” shall mean that portion of a Member’s Compensation that is attributable to a variable pay  program or incentive compensation program established and maintained by a Contributing  Company.    2.2 Affiliated Company Defined.  “Affiliated Company” shall mean (a) a corporation which is a  member of a controlled group of corporations (within the meaning of Section 1563(a) of the Code or any successor  statute, determined without regard to Sections 1563(a)(4) and (e)(3)(C) thereof) which includes the Contributing  Company, and (b) any trade or business (whether or not incorporated) which is under common control (as defined in  Section 414(c)) with such Contributing Company.  However, for purposes of (a) and (b) in the preceding sentence,  





 






PROV 20-1 Restatement FINAL    22 the phrase “more than 50 percent” shall be substituted for the phrase “at least 80 percent” in Section 1563(a)(1) of the  Code, including where Section 1563(a) is incorporated in Sections 414(b) and (c) of the Code.  2.3 Headings and References.  The headings of Articles and Sections herein are included solely for  convenience.  If there is any conflict between such headings and the text of these Regulations, the text shall control.   Unless the context suggest otherwise, Article and Section references are references to these Regulations.    2.4 Number and Gender.  Wherever appropriate, words used in the singular shall be considered to  include the plural, and words used in the plural shall be considered to include the singular.  Where appearing in the  Regulations and Trust Agreement, the masculine gender shall be deemed to include the feminine gender, and the  feminine gender shall be deemed to include the masculine gender.    2.5 Construction.  It is intended that the Regulations be qualified within the meaning of  Sections 401(a), 401(k), and 401(m) of the Code and that the Fund be tax-exempt under Section 501(a) of the Code.   All provisions in the Regulations and Trust Agreement shall be construed in accordance with such intent.      ARTICLE 3  MEMBERSHIP PROVISIONS  3.1 Admission to Membership in General.  An Employee shall be admitted as a Member on the first  day on which the Employee completes his first Hour of Service with a Contributing Company.    3.2 Termination of Employment; Reemployment.  An individual who has been admitted as a Member  shall, except as otherwise provided, remain a Member until Termination.  Upon reemployment as an Employee, an  individual shall be readmitted as a Member on the day on which he completes his first Hour of Service of  reemployment with a Contributing Company.    3.3 Member as a Beneficiary.  A Participant may also be a Beneficiary.  In such an event, the account  the Participant holds as a Beneficiary shall be governed by the rules that apply to Beneficiary accounts.    3.4 No Contract of Employment.  The adoption and maintenance of the Fund shall not be deemed to  constitute a contract between any of the Contributing Companies and any Member or to be a consideration for, or an  inducement or condition of, the employment of any Member.  Nothing herein contained shall be deemed to give any  Member the right to be retained in the Service of any of the Contributing Companies or to interfere with the rights of  any Employing Company to discharge any Member at any time.      ARTICLE 4  SERVICE CREDITING  4.1 General Service Crediting Rules.  Subject to the transition rules described below in this Section 4.1,  Service after December 31, 2002, will be credited under this Article 4 for purposes of determining Participation  Service and Accredited Service except as otherwise expressly provided.  The following rules shall apply:      (a) For purposes of determining Participation Service and Accredited Service, an individual  shall be credited in an amount equal to his aggregate Periods of Service whether or not such Periods of Service are  completed consecutively.       (b) If a fractional year within a Period of Service occurs, credit for such fractional year is based  as follows:   





 






PROV 20-1 Restatement FINAL    23 (1) for Accredited Service, on the number of calendar months of Service in such  fractional year, taking into account paragraph (a) of the definition of Period of  Service, unless such method would result in duplication of service credit or the  absence of otherwise allowable service credit, in which case such fractional year  is based on the number of full calendar months and any additional days of Service  in such fractional year;    (2) for Participation Service, only on the number of full calendar months and any  additional days of Service in such fractional year,    (3) for purposes of this Section 4.1(b), additional days totaling 30 or more shall  constitute a full calendar month.      (c) There is credit for a one-year Period of Service for each 12-month segment of Period of  Service, which begins on the Employment Commencement Date or the most recent Reemployment Commencement  Date, if any.  A one-year Period of Service shall have the same effect as one year of service with respect to applicable  benefits.      (d) Except as specifically provided herein, a Member shall not be credited with a year of  Accredited Service (or fractions thereof) for service prior to his becoming an Employee of a Contributing Company.    (e) For purposes of determining Participation Service, a Period of Severance shall be treated  as a Period of Service if either the First Service Spanning Rule or the Second Service Spanning Rule applies.    (1) The First Service Spanning Rule applies if an individual Terminates his Service  (at a time other than during an absence for any reason other than Termination) and  then returns to Service, and his Reemployment Commencement Date is within 12  months of his Severance from Service Date.    (2) The Second Service Spanning Rule applies if:     (A) an individual is absent from Service for 12 months or less for any reason  other than Termination;   (B) during such absence the individual Terminates;   (C) the individual subsequently returns to Service; and  (D) his Reemployment Commencement Date is within 12 months from the  day he was first absent from Service for such reason other than  Termination, referred to in Section 4.1(e)(2)(A) above.    4.2 Service Records; Certain Predecessor Employers.  In case of an Employee who is an Employee  of a Contributing Company after December 31, 1975, service (whether Accredited or Participation) shall be  determined under the rules herein from available Affiliated Company or Contributing Company records.  In any case  in which a Contributing Company maintains a plan of a predecessor employer, service for such predecessor shall be  treated as service for the Contributing Company.  In any case in which the Contributing Company maintains a plan  which is not the plan maintained by a predecessor employer, service for such predecessor shall, to the extent required  





 






PROV 20-1 Restatement FINAL    24 by regulations prescribed by the Secretary of the Treasury, Secretary of Labor, or their delegates, be treated as service  for the Contributing Company.     4.3 Service with 1% and 25% Affiliated Companies.  In addition to the service crediting rules set out  above, the service crediting rules of this Section 4.3 shall apply.        (a) If an Employee is a Preceding Employee, prior service with a 1% Affiliated Company shall  be credited to an Employee as Participation Service and Accredited Service, provided that a Contributing Company  has employed the Employee pursuant to an agreement with the Affiliated Company, and such grant of prior service  as Participation Service and as Accredited Service meets the requirements of Treasury Regulation section 1.401(a)(4)- 11(d).       (b) If an Employee is not a Preceding Employee, prior service with a 25% Affiliated Company  shall be credited to an Employee as Participation Service and Accredited Service, provided that a Contributing  Company has employed the Employee pursuant to an agreement with the Affiliated Company, and such grant of prior  service as Participation Service and as Accredited Service meets the requirements of Treasury Regulation  section 1.401(a)(4)-11(d).      (c) For purposes of this Section 4.3, unless otherwise provided, the ownership level to  determine a 25% Affiliated Company and 1% Affiliated Company is based on the time services are provided.      (d) This Section 4.3 shall not apply to service performed as a Leased Employee.     4.4 Participation Service Credit for Service with 80% Affiliated Companies.  Service with an  Affiliated Company shall be accredited to an Employee as Participation Service; provided, however, that for purposes  of this Section 4.4, “Affiliated Company” shall be as defined in Section 2.2 without regard to the second sentence  thereof which substitutes the phrase “more than 50 percent” for the phrase “at least 80 percent.”    4.5 Service Credit Related to Certain Business Transactions.      (a) Where an employee of a Non-Contributing Company becomes an Employee of a  Contributing Company after December 31, 1990, as a result of an asset or stock acquisition, merger, reorganization or  other similar transaction, prior service credit may be granted pursuant to an agreement between one or more Contributing  Companies and the Non-Contributing Company, as follows:    (1) a maximum of five (5) years prior service with the Non-Contributing Company shall  be credited to an Employee as Participation Service and Accredited Service only  where the following conditions are satisfied:  (A) a Contributing Company has employed the Employee pursuant to an  agreement with the Non-Contributing Company;    (B) with respect to each separate acquisition, merger, reorganization or other  similar transaction, prior service credit is uniformly granted to all  individuals becoming Employees pursuant to this sentence; and  (C) the prior service credit granted is otherwise allowed by law; or    (2) pursuant to an amendment to these Regulations adopted after 1990.    (b) If a business entity listed on Part One of Schedule F becomes a Contributing Company in  connection with a stock or asset divestiture, then each person who is an employee of the business entity on the day as  of which it adopts this Plan, shall be granted   





 






PROV 20-1 Restatement FINAL    25 (1) the lesser of two years of service, or the actual number of years of service, with  the business entity as Participation Service; and   (2) the lesser of five years of service, or the actual number of years of service, with  the business entity as Accredited Service,   provided such grant of past service credit is otherwise allowed by law.      (c) If a Contributing Company acquires the stock or assets of a business entity listed on Part  Two of Schedule F and, in connection with that acquisition, agrees or resolves to grant past service credit hereunder  to an employee of the entity who, within a period of time specified in the agreement or resolution, becomes an  Employee of the Contributing Company, then the lesser of two years of service, or the actual number of years of  service, with the acquired entity shall be credited to the Employee as Participation Service and as Accredited Service,  provided such grant of past service credit is otherwise allowed by law.     4.6 Provisions Applicable to Former Leased Employees.  Notwithstanding anything in this Article to  the contrary, in the event an individual performs hours of service as a Leased Employee, such individual becomes an  Employee under the terms of the Plan, and, within the one-year period beginning when such individual becomes an  Employee, such individual requests service credit to, and presents the service records required by, the Plan  Administrator, such individual shall be credited with one year of Participation Service for each period of service that  would be a one-year Period of Service if his service performed as a Leased Employee had been Service performed as  an Employee of a Contributing Company.        ARTICLE 5  MEMBER CONTRIBUTIONS  5.1 Member Contributions in General; Changes to Contributions.    (a) Only Active Employees may make Member Contributions.       (1) Each Active Employee who is a Member may elect to contribute to the Fund by  making: a Member Pre-Tax Base Pay Election; a Member Pre-Tax Variable Pay Election; a Member After-Tax Base  Pay Election; a Member After-Tax Variable Pay Election; a Member Roth 401(k) Base Pay Election; and/or a Member  Roth 401(k) Variable Pay Election.  In the event that a Member does not have sufficient Compensation to effect in  full these elections after payroll deductions (including deductions pursuant to such elections), the Plan Administrator  shall reduce such elections in accordance with the payroll deduction hierarchy established pursuant to the Regulations.        (2) To establish annual increases to his Member Pre-Tax Contributions, any Member  may automatically change his Member Pre-Tax Base Pay Election by enrolling in the employee pre-approved annual  increase program and electing an annual increase amount.  Such enrollment and the amount elected for annual  increases shall be made in the manner prescribed by the Plan Administrator.  Enrollment in the program, the elected  annual increase amount, and any election changes shall become effective as of the first day of the first payroll period  following the first Payroll Closing Date after the Plan Administrator receives the applicable election or shall become  effective as of such other date as may be required by the Plan Administrator.      (b) Any Member may elect to cease making any or all Member Contributions into the Fund  and may thereafter elect to resume making any or all of such contributions.  Any election to make or resume making  Member Contributions shall be effective until the Member’s termination of employment or until changed by the  Member’s giving notice of such change to the Plan Administrator.  Any election or change thereto shall become  effective as of the first day of a payroll period provided the Plan Administrator receives the election or change on or  before the Payroll Closing Date for such payroll period or on or before such other date as may be required by the Plan  Administrator.  The Member shall be un-enrolled from the employee pre-approved annual increase program and future  annual increases shall cease if (1) the Member affirmatively un-enrolls from the program, (2) the Member  





 






PROV 20-1 Restatement FINAL    26 affirmatively elects to cease all Member Pre-Tax Base Pay Elections, or (3) the Member Terminates.  In the event the  Member’s Pre-Tax Contributions are suspended pursuant to Section 5.4 or Section 24.4, the Member Pre-Tax Base  Pay Election shall be set to zero, and any future annual increases elected under the pre-approved annual increase  program will recommence once the Member resumes Member Contributions by making a new Member Pre-Tax Base  Pay Election.      (c) No benefits provided by the Employing Company or a Controlled Group Company shall  be conditioned directly or indirectly upon the Member’s making or not making Member Elective Deferrals hereunder.    5.2 Automatic Contribution Arrangement.  The Fund shall implement an automatic contribution  arrangement for individuals who are hired or rehired by a Contributing Company and become Members on or after  June 18, 2007.  Under the arrangement, such Members shall be deemed to have made, as of the Automatic Enrollment  Date, a Member Pre-Tax Base Pay Election of 3%.   The Plan Administrator shall provide notice of the arrangement  to Members who may be covered by the arrangement at such time as shall afford such Members a reasonable  opportunity to elect out of the arrangement before the Automatic Enrollment Date.  A Member may elect out of the  arrangement before the Automatic Enrollment Date by electing to make no Member Pre-Tax Contributions or by  making any affirmative election available to the Member under Section 5.1.  A Member may also prospectively elect  out of the arrangement any time after the Automatic Enrollment Date in the same fashion.  Elections under this Section  5.2 (including the deemed election, if applicable) shall become effective as provided in Section 5.1(b).  The Plan  Administrator shall, within a reasonable period before each Plan Year, provide to each Member to whom the  arrangement applies for such Plan Year, notice of such Member’s rights and obligations under the arrangement.    5.3 Testing Limitations on Contributions.  Member Contributions, other than Member Catch-Up  Contributions, are subject to the limitations and provisions of Article 23 of the Regulations and are subject to reduction  by the Plan Administrator as provided in Article 23 of the Regulations.    5.4 Limitations Related to Hardship Withdrawals.  If a Member receives a Hardship Withdrawal or  any other hardship withdrawal from another qualified plan of a Controlled Group Company, such Member shall not  be entitled to make any Member Contributions under this Plan for a period of at least 6 months after receipt of such  hardship withdrawal; provided, however, that effective January 1, 2019, this Section 5.4 shall cease to apply and any  suspension imposed pursuant to this Section 5.4 attributable to a hardship withdrawal prior to January 1, 2019, shall  be removed and cease to apply.     5.5 Annual Limits on Member Elective Deferrals and Member After-Tax Contributions.      (a) Except to the extent permitted under Section 5.7 of the Regulations, a Member shall not be  permitted to make Member Elective Deferrals during any taxable year of such Member in excess of $18,000 or such  other amount as may be prescribed by Section 402(g) of the Code and as adjusted by the Secretary of the Treasury  pursuant thereto.  Unless a different operational practice is established by the Plan Administrator, if Member Elective  Deferrals would be curtailed by this limitation, Member Roth 401(k) Contributions shall be reduced prior to reducing  Member Pre-Tax Contributions for the pay period in which this limitation of Section 5.5(a) is reached.     (b) If the Member does not make a Member Secondary Election as provided in Section 5.1(a),  the Member will be deemed to have made a Member Secondary Election of 0%.  In the pay period in which the limit  described in Section 5.5(a) is reached, the lesser of the curtailed Member Pre-Tax Contributions of the Member that  would have been made for that pay period or the Member After-Tax Contributions elected in the Member Secondary  Election of the Member will be contributed to the Fund.  Following such pay period, such Member Secondary Election  shall supersede any Member After-Tax Base Pay Election of the Member for the remainder of the Plan Year.   This  Section 5.5(b) shall no longer be applicable for any pay period that begins on or after January 1, 2015.    (c) A Member shall not be permitted to make Member After-Tax Contributions during any  taxable year of such Member in excess of $8,500 or such other amount calculated for each Plan Year as the Annual  Additions Limit under Section 7.3 minus both the maximum Company Contributions as described in Section 6.1(c)  ($26,500 for 2015) and the annual limit on Member Elective Deferrals as may be prescribed by Section 402(g) of the  Code and as adjusted by the Secretary of the Treasury pursuant thereto.   





 






PROV 20-1 Restatement FINAL    27 5.6 Timing of Member Contributions; Correction of Delayed Member Contributions and  Repayments.      (a) Member Contributions shall be paid into the Fund as of the first Valuation Date on or after  the date the Compensation is due the Member; provided, however, where a regulatory body closes a principal securities  exchange on which securities are traded, the posting of Member Contributions may be delayed until normal trading  resumes in all securities markets.      (b) To the maximum extent permitted by applicable law, the Plan Administrator shall cause  the Employing Company to correct Member Contributions and repayments that are not made as of the earliest date on  which contributions can reasonably be segregated from the Employing Company’s general assets.   5.7 Catch-Up Contributions.  The Fund shall not be treated as failing to satisfy the provisions of the  Fund implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as  applicable, by reason of the making of Member Catch-Up Contributions.  Member Catch-Up Contributions will not  be made to the Fund pursuant to a Member Catch-Up Election for any pay period that begins on or after January 1, 2015.   For any pay period that begins on or after January 1, 2015, Member Catch-Up Contributions will be made to the Fund  pursuant to Member Elective Deferrals.    ARTICLE 6  COMPANY CONTRIBUTIONS  6.1 Company Contributions in General.  Effective for pay periods commencing on and after January 1,  2015, except as otherwise provided, each Employing Company shall pay into the Fund on behalf of each Member in its  employ a percentage of such Member’s Compensation, determined in accordance with the following schedule:      (a) During the first, second, third, fourth, fifth, and sixth years of the Member’s Accredited  Service – 21⁄2%, provided, however, the Employing Company shall make contributions of 3% of such Member’s  Compensation during the remaining period of such Member’s second, third, fourth, fifth, and sixth years of Accredited  Service if such Member was eligible to participate in the Alliance Savings Plan on December 31, 2002, and on that  date was eligible to receive company contributions of 3% thereunder; and     (b) During the seventh, eighth and ninth years of Accredited Service - 5%, and      (c) During the tenth and succeeding years of Accredited Service - 10%,    as of the first Valuation Date after such compensation is due the Member.  Unless an Employee becomes a Member  on the first day of a pay period, Company Contributions shall commence as of the first day of the next full pay period.   For the purpose of determining when increases in the percentage of Company Contributions should occur, an  Employee whose service date (or adjusted service date, if applicable) coincides with the first day of any pay period  which is applicable to such Employee’s job classification shall be eligible for increases in the percentage of Company  Contributions as of the first day of the full pay period in which such Employee completes the required period of  Accredited Service for any such percentage increase.  All other Employees shall be eligible for increases in the  percentage of Company Contributions as of the first day of the first full pay period following such Employee’s  completion of the required period of Accredited Service for any such percentage increase.    6.2 Contribution Additions for Administration Expenses.  Any Contributing Company may make a  Contribution Addition to the Fund for a Plan Year that it may determine is appropriate.  Each Contribution Addition  shall be with respect to the Plan Year and shall be allocated to the Accounts of Members that are affected by the  administration expenses for which the Fund is being reimbursed by the contribution.  Consistent with the preceding  sentence, the Plan Administrator shall periodically notify the Trustees of the Contribution Additions which shall be  paid to the Fund no later than the time prescribed by law for filing the federal income tax return of the Contribution  Company, including extensions thereof.  For purposes of the limitations under Article 7, each Contribution Addition  





 






PROV 20-1 Restatement FINAL    28 shall be allocated to the Accounts of Members that are affected by the administration expenses for which the Trust is  being reimbursed by the contribution.    6.3 No Earnings or Profits Required.  If any Contributing Company forming, together with one or  more other Contributing Companies, an affiliated group within the meaning of Section 1504 of the Code is prevented  from making a contribution which it would otherwise have made under this Article 6 by reason of having no current  or accumulated earnings or profits or because such earnings or profits are less than the contributions which it would  otherwise have made, then so much of the contribution which such Contributing Company was so prevented from  making may be made, for the benefit of the employees of such Contributing Company, by the other Contributing  Companies forming such affiliated group, to the extent of current or accumulated earnings or profits, except that such  contribution by each such other Contributing Company shall be limited, where such group does not file a consolidated  return, to that proportion of its total current and accumulated earnings or profits remaining after adjustment for its  contribution made without regard to this sentence which the total prevented contribution bears to the total current and  accumulated earnings or profits of all the Members of such group remaining after adjustment for all contributions  made without regard to this sentence.  On and after January 1, 1988, payment into the Fund by each Contributing  Company shall be made without regard to current or accumulated earnings or profits, unless a Contributing Company  elects otherwise with respect to its Members.  Notwithstanding the elimination of the profits requirement, this Fund  is designed to be a profit-sharing plan.  6.4 Deductibility of Contributions.  Unless a Contributing Company directs otherwise, a Contributing  Company’s contributions to the Fund are conditioned upon their being deductible for such Contributing Company’s  taxable year under Section 404 of the Code, and such Contributing Company contributions shall not exceed such  deductible amounts.    6.5 Use of Certain Forfeitures.  Forfeitures resulting from Section 19.2, Schedule D, or any other  provision, including as a result of another plan with a forfeiture account being merged with this Fund, may be used to  reduce Contributing Company contributions as well as pay for administrative expenses that may be paid from assets  of the Fund as provided in Section IX of the Trust Agreement.  Restored forfeitures shall be invested in accordance  with the Default Fund rules.    6.6 Contributions to Satisfy Nondiscrimination Requirements.  Where it has been determined by  Shell Oil Company that Contributions do not satisfy the nondiscrimination requirements of Section 401(a)(4) of the  Code and regulations issued thereunder for a Tested Plan Year, additional Contributions may be made until  Contributions satisfy such requirements.  Where additional Contributions are credited to a Member’s Account  pursuant to this Section 6.6, earnings shall be credited at the greater of zero percent or the actual positive rate of return  on the Member’s Account for each of the Tested Plan Years and any subsequent Plan Year or any portion thereof in  which the additional Contribution is made.  Any such additional Contributions, and any earnings thereon, shall be  provided only for individuals who:    (a) are Nonhighly Compensated Employees for such Tested Plan Year;   (b) are Employees at the time such additional Contributions are made;   (c) are in a Relevant Rate Group;     (d) have the highest equivalent accrual rates of Nonhighly Compensated Employees, as  determined by Shell Oil Company when testing the Plan for such Tested Plan Year under  Treasury Regulations Section 1.401(a)(4)-8, in the order of such rates beginning with the  highest; and   (e) also have the highest performance code in such Relevant Rate Group at the time such  additional Contributions are made, in order of such performance codes beginning with the  highest, effective for a Tested Plan Year commencing on or after January 1, 2001, where  the conditions set forth in subparagraphs (a) through (d) hereinabove result in an over- inclusion of employees eligible for any additional Contributions.    





 






PROV 20-1 Restatement FINAL    29 6.7 Correction of Delayed Company Contributions.  To the maximum extent permitted by applicable  law, the Plan Administrator shall cause the employing Contributing Company to correct delayed contributions in  accordance with this Section 6.7.  For delayed Company Contributions that are corrected within two payroll periods,  the Contributing Company shall restore to the Member’s Account only the principal amount.  For delayed Company  Contributions that are not corrected within two payroll periods, the Contributing Company shall restore to the  Member’s Account the principal amount adjusted to reflect the actual rate of return that would have been credited to  the Member’s Account but for the error; provided, however, for the sake of administrative convenience, the Plan  Administrator shall have the option of using, in lieu of the actual rate, such rate of return as shall be reasonably prudent  under the circumstances.      ARTICLE 7  LIMITATION ON CONTRIBUTIONS  7.1 Excess Deferral Limit.  A Participant shall not be permitted to have Member Elective Deferrals  made under this Fund, or any other qualified plan maintained by the Employer, during any taxable year in excess of  the limit set out in Section 5.5(a), except that to the extent permitted under Section 414(v) of the Code Participants  may make Member Catch-up Contributions.    7.2 Distribution of Excess Deferral Amounts.      (a) Notwithstanding any other provision of these Regulations, the Excess Deferral Amount  made by a Participant and any income allocable thereto, shall be distributed to the Participant claiming such Excess  Deferral Amount under this Fund no later than the first April 15 following the close of the Participant’s taxable year  in which the Excess Deferral Amount arose or as soon as administratively feasible after an Excess Deferral Amount  is detected by any monitoring system maintained by a Contributing Company.   For the 2007 year, the income allocable  to any Excess Deferral Amount must include the allocable income for the Participant’s taxable year in which the  Excess Deferral Amount arose and the allocable income for the period between the end of the Participant’s taxable  year in which the Excess Deferral Amount arose and the date of the distribution of the Excess Deferral Amount.  For  years after 2007, the income allocable to any Excess Deferral Amount is determined only through the end of  Participant’s taxable year in which the Excess Deferral Amount arose.      (b) The Participant’s claim shall be in writing, shall be submitted to the Plan Administrator no  later than the first April 1 following the close of the Participant’s taxable year in which the Excess Deferral Amount  arose, shall specify the Participant’s Excess Deferral Amount for such taxable year, and shall be accompanied by the  Participant’s written statement that if such amounts are not distributed, then such Member Elective Deferrals ---  together with amounts deferred pursuant to other qualified cash or deferred arrangements under Section 401(k) of the  Code, simplified employee pension plans under Section 408(k) of the Code, and tax-sheltered annuity contracts under  Section 403(b) of the Code --- exceed the limit imposed on the Participant by Section 7.1 for the taxable year in which  the Member Elective Deferrals occurred.      (c) In the case of any Excess Deferral Amounts which arise under this Fund by virtue of the  failure of any monitoring system maintained by a Contributing Company, the Plan Administrator shall be empowered  to submit a claim on behalf of, and in the name of, the Participant, and such claim shall be deemed to be the claim of  such Participant for all intents and purposes.  The Plan Administrator shall be entitled to assume that a Participant’s  taxable year is the calendar year unless the Participant has previously advised the Plan Administrator otherwise, in  writing.      (d) The Excess Deferral Amount for the taxable year which would otherwise be distributed to  the Participant shall be reduced, in accordance with Department of Treasury Regulations, by the Excess Contributions  previously distributed to the Participant for the Plan Year beginning in that taxable year.  Also, corrective distribution  of any Excess Deferral Amount shall be satisfied from Member Roth 401(k) Contributions before any Member Pre- Tax Contributions.  





 






PROV 20-1 Restatement FINAL    30 7.3 Annual Additions Limit.      (a) Except to the extent permitted with respect to Member Catch-up Contributions and  Section 414(v) of the Code, the Annual Additions that may be contributed or allocated to a Member’s Account under  the Fund for any limitation year shall not exceed the lesser of:  (1) $53,000, as adjusted for increases in the cost-of- living under section 415(d) of the Code, or (2) 100 percent of the Member’s 415 Compensation, for the limitation  year.    (b) To the extent the Annual Additions with respect to the Fund and other defined contribution  plans of the Contributing Companies or Affiliated Companies would otherwise exceed the limitations of  Section 7.3(a), amounts permitted to be credited to a Member’s Account shall be reduced in the following order:    (1) Contributions by or on behalf of a Member to other defined contribution plans of  the Contributing Companies or Affiliated Companies;    (2) Company Contributions of any Contributing Company on behalf of a Member to  the Fund;   (3) Member After-Tax Contributions by a Member to the Fund;  (4) Member Roth 401(k) Contributions on behalf of a Member to the Fund; and    (5) Member Pre-Tax Contributions on behalf of a Member to the Fund.    7.4 Excess Annual Additions.    (a) If and to the extent it is determined that any contribution of any Contributing Company is  in excess of the limitations imposed by Section 7.3, and provided that such contribution was made by a good faith  mistake of fact, then such excess shall be returned to the Contributing Company within one year after payment of the  contribution.      (b) If, due to a reasonable error in estimating a Member’s annual Compensation, a reasonable  error in determining the amount of Member Elective Deferrals that may be made with respect to any individual under  the limits of Section 415 of the Code, or due to such other facts and circumstances as may justify the availability of  this special rule, the Annual Additions to the Member’s Account under this Fund and under any other defined  contribution plans of the Contributing and Affiliated Companies exceed the limitations set forth in Section 7.3(a), then  the excess Annual Additions in a Member’s account, if any, shall be treated in accordance with a correction method  permitted under the Employee Plan Compliance Resolution System as set forth in Revenue Procedure 2013-12 and  any subsequent update thereto.       If the treatment described in this Section 7.4(b) is necessary, such treatment shall be  performed on other defined contribution plans of the Contributing Companies or Affiliated Companies before applying  to this Fund.   7.5 Notice of Limitation issue.  The Employing Company shall notify a Member and the Plan  Administrator if the limitation on contributions or allocation or reallocation of Contributions to his Account for any  calendar year is affected by the limitations set forth in this Article.    7.6 Aggregation of Plans.  For purposes of Section 7.3 and Section 7.4, all defined contribution plans  (whether or not terminated) of the Contributing and Affiliated Companies shall be treated as one defined contribution  plan.      





 






PROV 20-1 Restatement FINAL    31 ARTICLE 8  INVESTMENT FUNDS   8.1 Authority to Establish Investment Offerings.      (a) Selecting Investment Offerings is a fiduciary act that is the responsibility of the Trustees.   Except as set forth in this Section 8.1, the Trustees shall have the discretionary authority to establish Investment  Offerings and investment tiers and to allot Investment Offerings among any such tiers.      (b) The Royal Dutch Shell Stock Fund shall be a permanent Investment Offering under these  Regulations.  Members and Beneficiaries---and not the Trustees nor the Investment Manager of the Royal Dutch Shell  Stock Fund---shall have discretionary authority and control with respect to buying, selling, and holding units in the  Royal Dutch Shell Stock Fund.  In the absence of any Member or Beneficiary direction to buy, sell, or hold units of  the Royal Dutch Shell Stock Fund for his Account, the Trustees and the Investment Manager of the Royal Dutch Shell  Stock Fund shall not buy, sell, or hold shares of RDS ADRs for that Account; provided, however, that the Trustees  shall liquidate, or cause the Investment Manager of the Royal Dutch Shell Stock Fund to liquidate, RDS ADRs in the  Royal Dutch Shell Stock Fund only in the event of the imminent bankruptcy of Royal Dutch Shell plc.  In the event  of any such liquidation, the Trustees shall invest the resulting cash in the Thrift Fund.    8.2 Investment Funds.  At the direction of a Member or a Beneficiary, the assets of such person’s  Account shall be invested in one or more Investment Offerings.   8.3 Separate Subaccounts.  In general, each Account shall be divided between Company Contribution  Subaccount, Member After-Tax Subaccount, Member Catch-Up Subaccount, Member Pre-Tax Subaccount, QNEC  Subaccount, Previously Distributed Subaccount, After-Tax Rollover Subaccount, Prior Plan Company Contribution  Subaccount, Prior Plan Fully Vested Match Subaccount, Prior Plan Scheduled Vesting Match Subaccount, the Pre-Tax  Rollover Subaccount, Member Roth 401(k) Subaccount, Roth Conversion Member Pre-Tax Sources Subaccount, Roth  Conversion Restricted Sources Subaccount, Roth Conversion Unrestricted Sources Subaccount, and the Roth  Rollover Subaccount.  8.4 Valuation and Accounting.      (a) The assets of each Investment Offering or associated underlying investments  shall be valued  in accordance with applicable prospectus and/or governing documents and applicable law.  Generally and where  applicable, any Investment Manager shall value assets in good faith in accordance with the best available information,  accepted accounting practices, and applicable laws and regulations so as to provide uniform and consistent methods of  valuation.       (b) The Thrift Fund shall be valued consistent with the investment management agreement or  other governing document.  In the event any such investment management agreement or governing document is silent, the  Thrift Fund shall be valued as follows:  All interest, dividends, and other income accrued during each Valuation Period  and any profits realized during each Valuation Period by the Thrift Fund shall be credited to an income account for the  Thrift Fund, and certain expenses incurred (in accordance with Section IX of the Trust Agreement) and any losses realized  by the Thrift Fund during each Valuation Period shall be debited to that account for the Thrift Fund.  As of the end of each  Valuation Period, the balance of the account shall be allocated among the Members and Present Interest Beneficiaries in  proportion to their balances in the Thrift Fund during the Valuation Period.  If the income account shows a net deficit for  the Valuation Period, such deficiency shall be provided for to the extent necessary from the Members’ and Present Interest  Beneficiaries’ Thrift Fund balance, debits shall be in proportion to their balances during the Valuation Period.         (c) The Royal Dutch Shell Stock Fund shall be valued consistent with the investment management  agreement.  In the event any such investment management agreement is silent, the Royal Dutch Shell Stock Fund shall be  valued as follows:  Valuation of RDS ADRs held in the Royal Dutch Shell Stock Fund shall be based upon the closing  price of the ordinary shares of RDS ADRs on the principal national domestic securities exchange on which the RDS ADRs  are traded or, if unavailable, the latest available price as reported by the principal national domestic securities exchange on  which the RDS ADRs are traded or, if neither is available, the price determined in good faith by the Investment Manager  





 






PROV 20-1 Restatement FINAL    32 of the Royal Dutch Shell Stock Fund.  The net asset value of the Royal Dutch Shell Stock Fund will be calculated by  (1) adding the market value of the RDS ADRs, the market value of any money market fund or other mutual fund or  commingled money market pool contained in the Royal Dutch Shell Stock Fund, any payables including the cost of RDS  ADRs purchased, principal and interest obligations, if any, and other expenses that the Investment Manager accrues or  pays from the Royal Dutch Shell Stock Fund and any receivables including the proceeds of RDS ADRs sold, interest, and  dividends and (2) dividing the sum by the total number of units in the Royal Dutch Shell Stock Fund outstanding at the  end of the day in issue.      (d) Dividends in the form of cash, RDS ADRs, or RDS class “A” ordinary share dividends, and  the proceeds of any other distributions received by the Investment Manager in respect of RDS ADRs shall be credited to  such Accounts on the date of payment thereof if received on a Valuation Date before the New York Stock Exchange closes  for trading or on the Valuation Date next succeeding the date on which the payment is received, if it is not received on a  Valuation Date or if it is received on a Valuation Date after the New York Stock Exchange closes for trading; provided,  however, that if a person entitled to provide Account investment directions under the Plan affirmatively elects to have  amounts representing such dividends and other proceeds invested in accordance with such person’s investment election in  effect for contributions and loan repayments to the Fund, such amounts shall be so invested.  An election under this Section  8.4(d) shall be made subject to the conditions of Section 9.3 and Article 16, shall become effective as provided under  Section 9.1(a), and shall remain effective until canceled.      (e) Charges and expenses of an Investment Offering or associated underlying investments shall  be charged to the same in accordance with applicable prospectus and/or governing documents and applicable law,  including brokerage commissions, transfer taxes, or other charges and expenses.  Other taxes, charges, and expenses of the  Shell Provident Fund shall be charged to the Accounts of Accountholders in accordance with Section IX of the Trust  Agreement.      8.5 Investment Manager.    (a) To the extent the Shell Provident Fund shall invest its assets with the Shell Savings Group  Trust, the Trust Agreement of the Shell Savings Group Trust, rather than these Regulations, shall determine the rights,  powers, duties, and responsibilities of the investment managers thereof.      (b) An Investment Option may be under the management and control of one or more Investment  Managers appointed by the Trustees.  Each Investment Manager in its discretion shall individually invest and reinvest  principal and income in accordance with applicable governing documents and applicable law.     (c) The Investment Manager of the Royal Dutch Shell Stock Fund may, in its discretion, retain in  cash, including investment in any short-term collective or common trust funds as provided in Section VI of the Trust  Agreement, such part of the assets of the Royal Dutch Shell Stock Fund as it shall deem necessary or desirable for the  proper administration thereof, including for purposes of the payment of expenses or other anticipated distributions or  pending the purchase of longer term investments suitable therefor.      (d) The Investment Manager of the Royal Dutch Shell Stock Fund shall have the right to close the  Royal Dutch Shell Stock Fund to purchases and redemptions whenever trading in RDS ADRs is suspended or whenever,  in the judgment of the Investment Manager, substantial purchase and sales orders for RDS ADRs are pending but not  executed.    8.6 Distributions In-Kind.  Distributions shall normally be made in cash.  After the commencement of  trading of RDS ADRs on the New York Stock Exchange, when a Member’s Account is paid out pursuant to  Sections 12.3, 12.4, and 12.6 upon his termination of service or pursuant to Section 10.3 upon his age 591⁄2 withdrawal,  the value of a Member’s Royal Dutch Shell Stock Fund Account shall be distributed in cash, unless the Member shall  affirmatively elect to take a distribution in the form of whole RDS ADRs and residual cash.       8.7 Managed Accounts.  The Trustees may appoint an Investment Manager to provide discretionary  and non-discretionary investment management services to Accountholders.  If an Accountholder affirmatively elects  to use any such discretionary services, then during the term of the arrangement for such services, such Investment  





 






PROV 20-1 Restatement FINAL    33 Manager rather than the Accountholder shall have the full authority of the Accountholder to invest Contributions and  to invest and reinvest assets of the Account.  The fees arising from the discretionary investment management services  of the Investment Manager shall be deducted from the Account of the Accountholder electing to use such discretionary  services.  8.8 Brokerage Window.      (a) A Participant or Present Interest Beneficiary may invest up to 100% of his vested Account  in the Brokerage Window, if any, and may direct Contributions and loan repayments to such Brokerage Window in  accordance with procedures established by the Plan Administrator.      (b) Withdrawals, minimum required distributions, installment payments under  Section 12.6(c), and de minimis distributions will be processed from the Participant’s or Present Interest Beneficiary’s  balances in the Investment Offerings in accordance with procedures established by the Plan Administrator which may  contain rules specific to the Brokerage Window.      (c) If the Accountholder dies leaving a balance in a Brokerage Window, his Present Interest  Beneficiary shall have the right to continue the Brokerage Window provided the Present Interest Beneficiary satisfies  such administrative procedures as may be then in effect; otherwise the Brokerage Window assets payable to such  Present Interest Beneficiary will be liquidated and transferred out of the Brokerage Window to the Thrift Fund.      (d) The Brokerage Window, if any, shall be subject to such minimum investment, trading and  investments restrictions, and settlement periods as the service provider of such Brokerage Window shall impose.      ARTICLE 9  MEMBER DIRECTIONS  9.1 Investment Directions.  Each Member shall direct the investment of his Account among one or more  of the Investment Offerings offered under the Plan in multiples of one percent (1%) as follows:     (a) On and after June 1, 1996, a direction shall be effective:  (1) on the day it is actually received  provided it is received on a Valuation Date before the New York Stock Exchange closes for trading; or (2) on the Valuation  Date next succeeding the day on which it is actually received, if it is not received on a Valuation Date or if it is received  on a Valuation Date after the New York Stock Exchange closes for trading.  An investment direction, once given, shall  remain effective until changed by a subsequent direction.      (b) Notwithstanding anything to the contrary contained herein, Shell Oil Company in its discretion  may, at any time, fix a uniform upper percent limitation on the part of Company Contributions which Members and  Beneficiaries may direct be invested in the Royal Dutch Shell Stock Fund. While any such limitation is effective, all  directions, whether made prior or subsequent thereto, shall be effective only to the extent permissible under the limitation.     (c) Company Contributions, rollover amounts, Member Contributions, loan repayments, and  restored forfeitures as to which no valid investment direction is in effect shall be placed in the Default Fund.  To the extent  that a Participant or a Beneficiary entitled to immediate possession of an account has a valid investment direction to an  Investment Offering that terminates or withdraws from the Fund or merges with a successor fund that is not an Investment  Offering, he shall be treated as having no valid investment direction from the time the Investment Offering terminates or  withdraws from the Fund or merges into a successor fund that is not an Investment Offering.  Where by virtue of the  summary plan description or otherwise, the Participant or such Beneficiary is informed or otherwise aware that he has a  right to direct Company Contributions, rollovers, Member Contributions, loan repayments, and restored forfeitures, as  applicable, to Investment Offerings and otherwise allocate his Account among Investment Offerings and, moreover, that  his failure to make a valid investment direction shall be treated as a direction to invest in the Default Fund, then the  Participant’s or Beneficiary’s failure to direct shall be deemed an exercise of the Participant’s or Beneficiary’s control and  discretion to invest in the Default Fund.  Where a Participant attempts to allocate to the Investment Offerings more than  





 






PROV 20-1 Restatement FINAL    34 100 percent of the amount the Participant rolls over into the Fund, the entire rollover amount shall be returned to the  Participant.    9.2 Investment Transfers; Default Funds.  Each Participant and each Beneficiary may direct that any  portion of his Account shall be transferred between Investment Offerings by giving directions to the Plan Administrator  as follows:      (a) Each direction shall indicate the amount or percentage to be transferred, the Investment  Offering from which the transfer is to be made, and each Investment Offering to which the amount or percentage is to be  transferred.      (b) Directions as to a transfer to any Investment Offering shall be effective on the first Valuation  Date on or after July 12, 1996, on which the Plan Administrator receives such direction. For purposes of this Section 9.2,  the Plan Administrator shall be deemed to have received a transfer direction: (1) on the day it is actually received provided  it is received on a Valuation Date before the New York Stock Exchange closes for trading; or (2) on the Valuation Date  next succeeding the day on which it is actually received, if it is not received on a Valuation Date or if it is received on a  Valuation Date after the New York Stock Exchange closes for trading.  A transfer direction, once given, shall remain  effective unless canceled in a timely manner; provided, however, that no such transfer direction may be canceled or  modified, and no proceeds from any such exchange can be redirected, after the close of the Valuation Date on which the  exchange direction takes effect.      (c) Notwithstanding anything to the contrary contained herein, Shell Oil Company in its discretion  may, at any time, fix a uniform upper percent limitation on the part of Company Contributions which Participants and  Beneficiaries may direct be transferred to the Royal Dutch Shell Stock Fund.  While any such limitation is effective, all  directions, whether made prior or subsequent thereto, shall be effective only to the extent permissible under the limitation.        (d) A Participant or Beneficiary may lose exchange privileges under an Investment Offering,  consistent with the prospectus or governing document thereof, for trading that the Investment Manager determines is  excessive or that adversely impacts effective management of an Investment Offering in accordance with its stated  investment objectives and policies or that would otherwise potentially be adverse to the interests of Participants and  Beneficiaries who are long-term investors.      (e) Where an Investment Offering terminates or withdraws from the Fund or merges with a  successor fund that is not an Investment Offering, a Participant (or Present Interest Beneficiary) who has a balance in such  Investment Offering shall redirect that balance among the remaining Investment Offerings.  Where the Participant (or  Present Interest Beneficiary) fails to make a valid investment redirection, such balance shall be placed in the Default Fund.   Where by virtue of the summary plan description or otherwise, the Participant ( or Present Interest Beneficiary) is informed  or otherwise aware that he has a right to redirect a balance from a terminated or withdrawn or merged Investment Offering  among the remaining Investment Offerings and, moreover, that his failure to make a valid investment redirection shall be  treated as a direction to reinvest such balance in the Default Fund, then any failure to redirect the balance from a terminated  or withdrawn or merged Investment Offering shall be deemed an exercise of the Participant’s  (or Present Interest  Beneficiary’s) control and discretion to invest such balance in the Default Fund.      (f) The Member may specify an Investment Offering within the relevant Subaccounts from  which the transfer shall be made.  If the Member does not specify an Investment Offering or if further allocation of  the amount of the transfer is necessary, the amount or remaining amount, as the case may be, shall be distributed from  the Member’s Investment Offerings in accordance with procedures established by the Plan Administrator which may  contain rules specific to the Brokerage Window.  Where by virtue of the summary plan description or otherwise, the  Member is informed or otherwise aware that a Member has a right to allocate transfers to the Member’s Investment  Offerings and moreover, that the failure to make a valid allocation shall be treated as a direction to allocate the transfers  in accordance with procedures established by the Plan Administrator, then the Member’s failure to allocate transfers  properly shall be deemed an exercise of the Member’s control and discretion to allocate the transfer to the Member’s  Investment Offerings in accordance with such procedures.    





 






PROV 20-1 Restatement FINAL    35 9.3 Conditions.  Investment directions and redirections shall be made subject to the conditions of  Article 16.  In order to facilitate compliance with securities laws, investment directions and redirections to the Royal Dutch  Shell Stock Fund shall be made subject to compliance with the Royal Dutch Shell plc Securities Dealing Code.  9.4 Responsibility for Following-up on Investment Direction Execution.  A Participant or Beneficiary  shall be responsible for following up in order to ensure that his or her investment directions and redirections were acted  upon and were carried out in accordance with his or her express instructions, and that, in the case of a Participant, any  contributions related to a suspended direction were redirected in accordance with the Participant’s standing investment  direction once the conditions that precipitated the suspension were resolved.       ARTICLE 10  MEMBER WITHDRAWALS  10.1 General Withdrawal Restrictions and Provisions.    (a) A Member shall have no right to receive the amounts standing to his credit in his Account,  or any part thereof, except as may be permitted by this Article 10, Article 11, Section 12.4, Section 13.2(c), and  Article 17 of the Regulations.      (b) Whenever a Member shall direct a withdrawal from any of his Investment Offerings, there  shall be redeemed (as of the next succeeding Valuation Date following receipt of such direction by the Fund or on the  receipt date of such direction if such direction is received on a Valuation Date prior to the time the New York Stock  Exchange closes for trading) so much of such Member’s interest as may be necessary to provide the cash to be  withdrawn.      (c) Notwithstanding the foregoing provision, however, no withdrawal shall be permitted from  a Member’s Account in excess of the value (as of the next succeeding Valuation Date following receipt of such  direction by the Fund or on the receipt date of such direction if such direction is received on a Valuation Date prior to  the time the New York Stock Exchange closes for trading) of all amounts standing to his credit in his Investment  Offerings.  The value of the Account or relevant Subaccounts will be determined as of the next succeeding Valuation Date  following receipt of such direction by the Fund or on the receipt date of such direction if such direction is received on a  Valuation Date prior to the time the New York Stock Exchange closes for trading.      (d)  During periods of extreme market conditions or market closures, a withdrawal direction  may not become effective until normal trading resumes in all securities markets.  Similarly whenever the Investment  Manager closes the Royal Dutch Shell Stock Fund to redemptions or whenever, in the judgment of the Investment  Manager, liquidity in the Royal Dutch Shell Stock Fund is insufficient to honor in the aggregate all loan, withdrawal,  and distribution requests involving redemptions from the Royal Dutch Shell Stock Fund, then withdrawal directions  to redeem units of the Royal Dutch Shell Stock Fund and/or withdrawal directions to redeem other Investment  Offerings units which redemptions are dependent in whole or in part upon redemptions of Royal Dutch Shell Stock  Fund units shall not become effective until the Royal Dutch Shell Stock Fund reopens and/or, in the judgment of the  Investment Manager, liquidity in the Royal Dutch Shell Stock Fund is sufficient to honor in the aggregate all loans,  withdrawals, and distributions involving redemptions from the Royal Dutch Shell Stock Fund.  In such event, the  Valuation Date shall be likewise delayed.  In order to facilitate compliance with securities laws, withdrawals from the  Royal Dutch Shell Stock Fund shall be made subject to compliance with the Royal Dutch Shell plc Securities Dealing  Code.      (e) Notwithstanding any other provision of this Article 10, a Member shall not be permitted to  withdraw any amount subject to a qualified domestic relations order as defined under ERISA and the Code.    (f) The Member may specify an Investment Offering within the relevant Subaccounts from  which the withdrawal shall be made.  If the Member does not specify an Investment Offering or if further allocation  of the amount of the withdrawal is necessary, the amount or remaining amount, as the case may be, shall be distributed  from the Member’s Investment Offerings in accordance with procedures established by the Plan Administrator which  





 






PROV 20-1 Restatement FINAL    36 may contain rules specific to the Brokerage Window.  Where by virtue of the summary plan description or otherwise,  the Member is informed or otherwise aware that a Member has a right to allocate withdrawals to the Member’s  Investment Offerings and moreover, that the failure to make a valid allocation shall be treated as a direction to allocate  the withdrawals to the Investment Offerings in accordance with procedures established by the Plan Administrator  which may contain rules specific to the Brokerage Window, then the Member’s failure to allocate withdrawals  properly shall be deemed an exercise of the Member’s control and discretion to allocate the withdrawal to the  Member’s Investment Offerings in accordance with such procedures.    10.2 Withdrawals of Member After-Tax Contributions.  Any Member may by written direction to the  Fund withdraw up to one hundred percent (100%) of the value of his Member After-Tax Subaccount.  The right to  make such a withdrawal is personal to such Member and cannot be transferred or pledged, whether by voluntary act  or by operation of law, and any such attempted transfer or pledge shall be void.    10.3 Age 591⁄2 Withdrawals.  Notwithstanding anything in these Regulations to the contrary, any Member  who attains age 591⁄2 even though he has not terminated service and is still in the service of an Employer may, by direction  to the Plan Administrator, withdraw all or a portion of the amount standing to his credit.    10.4 Withdrawals of Prior Plan Vested Match.  Any Member who has amounts credited to a Prior Plan  Fully Vested Match Subaccount may, by direction to the Plan Administrator, withdraw all or a portion of the amount  standing to his credit in such Prior Plan Fully Vested Match Subaccount.    10.5 Withdrawals of Prior Plan Employer Contributions.  Any Member who has amounts credited to the  Prior Plan Company Contribution Subaccount may, by direction to the Plan Administrator, withdraw once in every  twelve-month period all or a portion of the amount standing to his or her credit in his or her Prior Plan Company  Contribution Subaccount.  Except as may be permitted by Section 10.3, this Section 10.5 shall not apply to a Member until  the Member has at least five years of participation in the Fund.  For purposes of this Section 10.5, “participation in the  Fund” shall include, in addition to participation in this Fund, participation in the Alliance Savings Plan, the Star Enterprise  Thrift Plan, the Star Enterprise Savings Plan, and any other plan from which a Member’s Account was transferred in a  direct trust-to-trust transfer to the Alliance Savings Plan.   For purposes of this paragraph, “participation in the Fund”  shall also include, in addition to participation in this Fund, participation in the Pennzoil-Quaker State Company Savings  and Investment Plan and the Pennzoil-Quaker State Company Savings and Investment Plan for Hourly Employees.   10.6 Hardship Withdrawals.     (a) Hardship Withdrawals will be available under the terms of these Regulations for Members.      (b) Applications for Hardship Withdrawals must be submitted to the Plan Administrator.  The  Plan Administrator will consider such applications and requests at least once a month.  Members shall pre-qualify for  Hardship Withdrawals in accordance with the procedures established by the Plan Administrator.  Hardship  Withdrawals, when the Plan Administrator has pre-qualified the Member, will be made effective (unless denied):  on  the date the Hardship Withdrawal applications actually received provided it is received on a Valuation Date before  the New York Stock Exchange closes for trading; or on the Valuation Date next succeeding the day on which it is  actually received, if it is not received on a Valuation Date or if it is received on a Valuation Date after the New York  Stock Exchange closes for trading.      (c) A Member may withdraw such amounts as are needed to satisfy such Member’s immediate  and heavy financial need, in accordance with and subject to the following conditions:     (1) A distribution will be deemed to be made on account of an immediate and heavy  financial need if the distribution is on account of:  (A) Payment of tuition and related educational fees as specified by the  Commissioner of the Internal Revenue Service for the next 12 months or  portion thereof of post-secondary education for the Member, such  Member’s spouse, child or children, or dependents (as defined in Section  





 






PROV 20-1 Restatement FINAL    37 152 of the Code, and, for taxable years beginning on or after January 1,  2005, without regard to Section 152(b)(1), (b)(2) and (d)(1)(B) of the  Code);  (B) Purchase (excluding mortgage payments) of a principal residence of the  Member;  (C) Medical and dental expenses described in Section 213(d) of the Code  previously incurred by the Member, such Member’s spouse, or any  dependents of the Member, within the meaning of Section 152 of the Code  (consistent with the definition of dependent as used in the application of  Sections 105 and 106 of the Code), or necessary for these persons to obtain  medical or dental care described in Section 213(d) of the Code;  (D) The need to prevent the eviction of the Member from such Member’s  principal residence or foreclosure on the mortgage of the Member’s  principal residence;   (E) Payments for burial or funeral expenses for the Member’s deceased parent  or parents, spouse, child or children, or dependents (as defined in Section  152 of the Code, and, for taxable years beginning on or after January 1,  2005, without regard to Section 152(d)(1)(B) of the Code);  (F) Expenses for the repair of damage to the Member’s principal residence that  would qualify for the casualty deduction under Section 165 of the Code  (determined without regard to Section 165(h)(5) and whether the loss  exceeds 10% of the Member’s adjusted gross income); or  (G) Such other reason as the Commissioner of the Internal Revenue Service  shall approve through communications of general applicability; provided  such reason is expressly included by the Plan Administrator as a certifiable  reason for the Hardship Withdrawal.    (d) Hardship Withdrawals shall be considered only to the extent that the amount requested is not  in excess of the amount required to relieve the hardship, or to the extent that such need may not be satisfied from other  resources that are reasonably available to the Member, including assets of such Member’s spouse and minor dependents.   The amount requested may include amounts necessary to pay any federal, state, or local income taxes or penalties  reasonably anticipated to result from the Hardship Withdrawal.  The Member shall certify in his application for a Hardship  Withdrawal:  (1) the amount needed to meet the hardship,   (2) that the hardship is of an immediate and heavy financial nature,   (3) the amount of funds reasonably available to him, his spouse, and minor dependents,  and   (4) that he will in fact use such funds and the Hardship Withdrawal to meet the hardship.  The Member shall also represent in writing (or by electronic medium, if allowed by the Plan Administrator), and the  Plan Administrator shall be entitled to rely upon the Member’s representation unless the Plan Administrator has actual  knowledge to the contrary, that the Member has insufficient cash or other liquid assets reasonably available to satisfy  the financial need and the need cannot be relieved:  (5) through reimbursement or compensation by insurance or otherwise;  





 






PROV 20-1 Restatement FINAL    38 (6) by reasonable liquidation of the Member’s assets, to the extent such liquidation  would not itself cause an immediate and heavy financial need; or   (7) by (A) other distributions under this Fund and any other plans maintained by the  Employer, or (B) borrowing from commercial sources on reasonable commercial  terms.    Notwithstanding the foregoing, the Plan Administrator shall require Members to first obtain all other distributions (other  than hardship distributions) under this Fund and all other plans of deferred compensation of the Employer unless such  distribution would itself increase the immediate and heavy financial need.    (e) A Member may be denied a Hardship Withdrawal if he has a loan outstanding under the  Fund and the Plan Administrator determines such a Hardship Withdrawal would impair the security for such loan.    (f) Hardship Withdrawals will be distributions under the Fund.    (g) (Intentionally left blank)       (h) The amount of a Member’s Hardship Withdrawal shall not exceed the sum of such Member’s  account balance in the following sources:   (1) Member Roth 401(k) Subaccount;  (2) Roth Conversion Member Pre-Tax Sources Subaccount;   (3) Member Pre-Tax Subaccount; and  (4) Member Catch-Up Subaccount.  The amount of a Member’s Hardship Withdrawal shall be satisfied from such sources in the Member’s Account in the  order listed above.    (i) If a Member’s application for a Hardship Withdrawal is denied in whole or in part, the claims  procedure of Article 20 shall apply.    ARTICLE 11  LOANS  11.1 Eligible Borrowers.  Participants and Present Interest Beneficiaries who have an Account under this  Fund shall be eligible to make a loan under the terms of these Regulations; provided, however, that loans to parties in  interest may not discriminate in favor of Highly Compensated Employees.    11.2 Requests for Loans to the Plan Administrator.  The Plan Administrator will consider loan requests  submitted in accordance with this Article 11.  Unless denied, a loan will be made effective on the date the loan request  is actually received provided it is received on a Valuation Date before the New York Stock Exchange closes for trading;  or on the Valuation Date next succeeding the day on which it is actually received, if it is not received on a Valuation Date  or if it is received on a Valuation Date after the New York Stock Exchange closes for trading.  During periods of extreme  market conditions or market closures, a loan request shall be treated the way a withdrawal direction is treated under  Section 10.1(d).  11.3 Administration of the Loan Program.  To ensure, among other things, that a Borrower’s loan  repayment is not reversed by a financial institution for non-sufficiency of funds, the Plan Administrator shall be entitled to  





 






PROV 20-1 Restatement FINAL    39 establish a time period during which a Borrower who has just repaid a loan may not apply for another loan.  Otherwise,  Borrowers may apply for loans under these Regulations subject to the following terms and conditions:      (a) With respect to each Account, the total amount of outstanding loans, including loans from  other qualified plans of the Employer, shall not exceed the lesser of:    (1) Fifty Thousand Dollars ($50,000) reduced by the excess, if any, of (A) the highest  outstanding balance of loans from the Fund (and all other qualified plans  maintained by the Employer) during the one-year period ending on the day before  the date on which such loan was made, over (B) the outstanding balance of loans  from the Fund on the date on which such loan was made, or    (2) one-half the value of the Account, determined as of the last Valuation Date preceding  the Borrower’s request for a loan.    For any loan, including loans from other qualified plans of the Employer, that is deemed distributed as a result of a default  that has not been repaid (such as by a plan loan offset), the unpaid amount of such loan including accrued interest will be  considered outstanding for purposes of Section 11.3(a).      (b) Loans shall not be made for less than Five Hundred Dollars ($500.00).       (c) Loans shall meet the requirements of Section 4975(d)(1) of the Code.       (d) Loans shall be adequately secured by the value of the Member’s Account.       (e) The rate of interest for loans shall be set by the Plan Administrator based on an annual rate  equal to the prime index as quoted by Bloomberg L.P., The Wall Street Journal, or any other widely available, easily  accessible source.  The Plan Administrator shall be entitled to select a rate which discourages arbitrage and reflects the  fact that payments generally are made via payroll deduction.  The Plan Administrator shall not be required to charge  different rates for different parts of the country and need not consider the creditworthiness of the Borrower nor the usury  laws of any particular jurisdiction.  The Plan Administrator will periodically review the loan rate and make adjustments  when appropriate.  However, the rate set for each loan shall remain the same during the term of the loan, except that the  rate of interest may not exceed 6% per year during periods that the Borrower is on “military service,” within the  meaning of, and as required under, the Servicemembers Civil Relief Act.  Principal and interest paid on a loan shall be  credited and allocated in accordance with the current or last Contribution allocation.       (f) Loans, by their terms, shall be amortized in substantially level monthly or semi-monthly  payments with the final payment or balance due upon the expiration of a fixed term of not more than five (5) years and of  not less than six (6) months; provided, however, the Plan Administrator, to the extent permitted under applicable law, may  approve a loan for up to a twenty-five-year term in the case of a loan used to acquire any dwelling unit which within a  reasonable period of time is to be used (determined at the time the loan is made) as the principal residence of the Borrower  based upon a certification made by the Borrower, and consistent with such certification.      (g) Loans shall be made pursuant to a loan agreement between the Borrower and the Fund,  utilizing such methods and provisions as the Plan Administrator shall approve.  Loan payments will be made in  installments by payroll deductions, in the case of an Active Employee actively at work, and by direct payment  (including payments through the use of the automatic clearing house method of debiting his account with a financial  institution) in the case of any other Borrower, with minimum payments of Twenty-Five Dollars ($25) per month.        (h) A Borrower may not have more than two (2) loans under this Fund and any other qualified  plan of the Employer outstanding at one time; provided, however, that a Borrower’s loans under this Fund outstanding as  of December 31, 2014, shall continue in accordance with their terms.       (i) The Plan Administrator shall be entitled to deny any loan where he has reasonable cause to  believe that the Borrower is not making a bona fide loan as, for example, when the Borrower has no intention to repay it.    





 






PROV 20-1 Restatement FINAL    40    (j) Loans shall meet such other requirements as the Plan Administrator may determine advisable  or necessary to provide adequate security and to comply with all applicable laws.       (k) A loan will be funded from a Borrower’s Investment Offerings in accordance with  procedures established by the Plan Administrator which may contain rules specific to the Brokerage Window.  Subject  to such procedures as established by the Plan Administrator, a Borrower may specify an Investment Offering from which  the loan is to be made.  Where by virtue of the summary plan description or otherwise, the Borrower is informed or  otherwise aware that the Borrower has a right to specify an Investment Offering from which the loan is to be made subject  to any hierarchy or other procedures established by the Plan Administrator and moreover, that failure to specify an  Investment Offering shall result in the loan being funded in accordance with procedures established by the Plan  Administrator which may contain rules specific to the Brokerage Window, then the Borrower’s failure to specify properly  an Investment Offering from which the loan is to be made shall be deemed an exercise of the Borrower’s control and  discretion to fund the loan in accordance with such procedures.        (l) The entire unpaid principal balance and accrued interest of a loan shall become immediately  due and payable upon the death of the Borrower.  Notwithstanding the above, the preceding sentence shall not apply if a  Beneficiary that is 18 years or older is the sole Beneficiary of a deceased Borrower’s Account or Derivative Account, and  such Beneficiary affirmatively elects to continue to repay the loan under its original terms, where such election is received  by the Fund no later than the last day that a Borrower would have to cure a failure to pay an installment payment under  Section 11.4(a), and the unpaid principal balance and accrued interest, together with the Account or Derivative Account  balance equals more than One Thousand Dollars ($1,000).      (m) A loan may be prepaid by a Borrower at any time without a penalty fee or charge.  Such  prepayments shall be applied towards the principal payment amounts due at the end of the term of the loan.  Such  prepayments will not relieve the Borrower from making subsequent installment payments under the terms of the loan,  except to the extent that the outstanding principal balance is reduced to less than the amount of an installment payment.     (n) Installment payments required under the terms of a loan may be suspended under these  Regulations as permitted under Section 414(u)(4) of the Code for an Active Employee during periods of qualified  military service; however, consistent with administrative practices, payroll deductions for installment payments will  continue based upon the original installment amount during the period of qualified military service if the Active  Employee receives sufficient compensation for this purpose and the Active Employee does not affirmatively elect to  discontinue payroll deductions during the period of qualified military service.  At the end of the suspension period  permitted under this Section 11.3(n) and if a balance exists, the installment payments will resume at an amount  required to pay the entire unpaid principal balance of the loan, including the interest that accrued during the suspension  period and the interest that will accrue, by the end of the original term of the loan extended by the length of the  suspension period permitted under this Section 11.3(n).  Notwithstanding the preceding sentence, the amount of an  installment payment due after the end of the suspension period under this Section 11.3(n) must not be less than the  amount required under the terms of the original loan.      (o) Installment payments required under the terms of a loan may be suspended not longer than  one year under these Regulations as permitted under the applicable Department of Treasury regulations for an Active  Employee that is on a bona fide leave of absence (other than a qualified military service leave under Section 11.3(n)),  provided that such Member is not receiving Compensation.  At the end of the suspension period permitted under this  Section 11.3(o), the installment payments will resume at an amount required to pay the entire unpaid principal balance  of the loan, including the interest that accrued during the suspension period and the interest that will accrue, by the  end of the original term of the loan extended by the length of the suspension period permitted under this Section  11.3(o).  Notwithstanding the preceding sentence, the amount of an installment payment due after the end of the  suspension period under this Section 11.3(o) must not be less than the amount required under the terms of the original  loan; and the term of the loan may not be extended beyond five years from the date the loan was issued for loans that  were not used to acquire a principal residence.      (p) Notwithstanding Sections 11.3(n), 11.3(o), and Section 11.4, if plan loans are to be  transferred to the Fund for a Participant or Beneficiary in connection with a merger or asset transfer, then the terms  and conditions of Sections 11.3 and 11.4 may be modified by the Plan Administrator to the extent necessary to  





 






PROV 20-1 Restatement FINAL    41 accommodate the administration of such loans, provided such loans meet the applicable requirements of ERISA and  the Code.      (q) Notwithstanding the foregoing requirements of this Section 11.3, the installment  obligations for any loan requested on or after January 1, 2004, must be paid by payroll deduction if, at the time the  loan is requested, the Borrower has a previous loan (including any loan from other qualified plans of the Employer)  that resulted in a deemed distribution that has not been repaid (such as by plan loan offset); moreover, if at a later  time, the installment obligations of such loan cannot be made by payroll deduction (other than during the periods  permitted by Sections 11.3(n) or 11.3(o)), the amount then outstanding on the loan will be treated as a deemed  distribution under Section 72(p) of the Code.      (r) Installment payments required under the terms of a loan may be suspended as permitted  under Section 103 of the Katrina Emergency Relief Act of 2005 provided that the Borrower is a qualified individual  and makes a request to the Plan Administrator for such relief no later than December 27, 2005.  For purposes of this  Section 11.3(r), a qualified individual is an individual whose principal place of abode on August 28, 2005, was located  in the state of Louisiana, Mississippi, Alabama, or Florida and such individual sustained an economic loss by reason  of Hurricane Katrina.  At the end of the suspension period permitted under this Section 11.3(r), the installment  payments will resume at an increased amount required to pay the entire unpaid principal balance of the loan, including  the interest that accrued during the suspension period, and the interest that will accrue, by the end of the original term  of the loan extended by the length of the suspension period permitted under this Section 11.3(r).    (s) Installment payments required under the terms of a loan may be suspended as permitted  under Title II of the Gulf Opportunity Zone Act of 2005 provided that the Borrower is a qualified individual and makes  a request to the Plan Administrator for such relief no later than February 28, 2006.  For purposes of this Section  11.3(s), a qualified individual is an individual whose principal place of abode on September 23, 2005, was located in  an area with respect to which a major disaster has been declared by the President before October 6, 2005, under Section  401 of the Robert T. Stafford Disaster Relief and Emergency Assistance Act by reason of Hurricane Rita (or such  other area that the Internal Revenue Service may specify), and such individual sustained an economic loss by reason  of Hurricane Rita.  At the end of the suspension period permitted under this Section 11.3(s), the installment payments  will resume at an increased amount required to pay the entire unpaid principal balance of the loan, including the  interest that accrued during the suspension period, and the interest that will accrue, by the end of the original term of  the loan extended by the length of the suspension period permitted under this Section 11.3(s).    11.4 Late or missed payments.  (a) If a Borrower fails to repay any loan granted to him pursuant to this Article 11 in  accordance with its terms and such failure continues for a period of at least thirty (30) days, the Plan Administrator  shall notify the Borrower in writing in a timely manner that he has thirty (30) days from the date of the notice to cure  the failure (the “Cure Period”), and that if the failure is not cured within the Cure Period, the Plan Administrator  shall, without further notice to the Borrower, accelerate the balance due on the loan and treat the loan as in default.  If  the Borrower is deceased, such notice may be given to the person who would be entitled to receive distribution of his  Account under the terms of the Plan and who has elected to continue to repay the loan under its original terms as  provided for in Section 11.3(l) above (hereinafter in this Article 11, referred to as “Beneficiary Borrower”).  If the  failure is not cured within the Cure Period, and:  (1) to the extent that one of the distributable events under these Regulations has  occurred, then the Plan Administrator shall reduce the Account by the balance due  on the loan and record and report the transaction as an offset distribution; or  (2) to the extent that a distributable event under these Regulations has not occurred  and the Borrower is not eligible for, or does not consent to, a distribution or  withdrawal, then the Plan Administrator:  (A) shall record and report the unpaid  loan balance and any accrued but unpaid interest as a taxable deemed distribution;  and (B) at the earliest time the Account can be distributed under these Regulations,  may reduce the Account by the balance due on the loan, including any accrued  but unpaid interest.  





 






PROV 20-1 Restatement FINAL    42 In any such event, the Fund will be completely discharged of all liability under the Fund for the balance of the Account  up to the balance (including interest) due on any such loan.    (b) Written notice to the Borrower (or to the Beneficiary Borrower if the Borrower is deceased)  will conclusively be presumed to have been given under the terms of Section 11.4(a) when mailed (postage prepaid)  to the last known address for the Borrower or the Beneficiary Borrower according to the Plan Administrator’s records.   If the Plan Administrator has no address for the Beneficiary Borrower to be notified if the Borrower is deceased, the  written notice may be mailed to the Beneficiary Borrower at the Borrower’s last known address and, in such event,  such notice will conclusively be presumed to have been properly given to the Beneficiary Borrower.    (c) Notwithstanding the above, the Plan Administrator may extend the Cure Period provided  that the following conditions are met:  (1) the Cure Period is not extended by more than 30 days;  (2) it is demonstrated that the Borrower made a good faith effort to cure the failure by  the end of the Cure Period; and  (3) the criteria above is applied by the Plan Administrator on a consistent basis for all  Borrowers similarly situated.  In no event may the Cure Period for the failure to pay an installment payment when due continue beyond the last day of  the calendar quarter following the calendar quarter in which the required installment payment was due.    11.5 Status.  If a Member receives a loan under this Article 11, his status as a Member in the Fund and  his rights with respect to his benefits under these Regulations shall not be affected, except to the extent that the Member  has used his Account as security for the loan, pursuant to this Article 11.    11.6 Discontinued Payroll Deduction Due to Hardship.  Notwithstanding the above, at the written  request of a Borrower and upon the demonstration by such Borrower that continuation of loan payments via payroll  deductions would cause undue financial hardship, the Plan Administrator may cease all future loan payments by  payroll deduction and accelerate the entire unpaid principal balance due on the loan with accrued interest.  In this  event, the Borrower will be treated as having defaulted on the loan as of the day payroll deductions are terminated; in  addition, such Borrower will be restricted from obtaining a new loan under these Regulations for a period extending  at least through the due date of the last installment payment that would have been payable under the original terms of  the loan which was declared in default.    ARTICLE 12  DISTRIBUTIONS AND DESIGNATION OF BENEFICIARY  12.1 Beneficiary Designation.  Subject to the provisions pertaining to certain married Members set out  below, a Member may name an individual, estate, trust, or Qualified Charitable Organization as a beneficiary, or  multiple or combination of individuals, trusts, and Qualified Charitable Organizations as beneficiaries (hereinafter  referred to as “beneficiary,” whether one or more) to receive all or any part of the amount standing to the Member’s  credit with the Fund in the event the Member dies before such amount is distributed.  Subject to the provisions  pertaining to certain married beneficiaries set out below, a Present Interest Beneficiary may name an individual, estate,  trust or Qualified Charitable Organization to receive all or any part of the Derivative Account standing to his credit  with the Fund in the event the Present Interest Beneficiary dies before all of such amount is distributed.  A “Qualified  Charitable Organization” for these purposes shall mean a charitable organization in existence at the time of the  distribution that is either:   (a) an organization described in Section 170(c) of  the Code and listed in the IRS Cumulative  List of Organizations described in Section 170(c) of the Internal Revenue Code as  





 






PROV 20-1 Restatement FINAL    43 published by the Internal Revenue Service (currently published as Publication 78) at the  time of distribution;    (b) an organization which is a church or other church organization which qualifies as a  charitable organization under Section 501(c)(3) of the Code; or    (c) an educational organization which either qualifies as a charitable organization under  Section 501(c)(3) of the Code or which otherwise constitutes an educational organization  to which charitable contributions may be deducted under section 170 of the Code.    In order to be recognized as a Qualified Charitable Organization any organization designated hereunder must present  clear and convincing evidence to the Plan Administrator that it meets the requirements described above. The Plan  Administrator may rely on a listing of the designated organization in the current IRS Cumulative List of Organizations  described in Section 170(c) of the Internal Revenue Code as published by the Internal Revenue Service (currently  published as Publication 78) at the time of distribution in order to treat such organization as a Qualified Charitable  Organization.  In the event that an organization described in (b) or (c) is not listed in such publication and is otherwise  unable to produce documentation to the satisfaction of the Plan Administrator that it is an organization described in  Section 170(c) of the Code, or, if the Plan Administrator cannot locate such organization within a reasonable period  of time, such designation will be of no force and effect and distribution of such interest which was to pass to the  designated organization shall instead be paid in as provided in Section 12.3.  Such determination shall be at the Plan  Administrator’s discretion and any decision by the Plan Administrator shall be final and binding.   12.2 Effective Date of Beneficiary Designation.  No designation or change of beneficiary shall be  effective until it is properly accepted by the Plan Administrator or by its duly authorized agent, but when so accepted  it shall be effective retroactively to the date of the instrument making the designation or change.  A Member or Present  Interest Beneficiary may from time to time cancel the designation of a beneficiary, but no such cancellation shall be  effective until it is filed with the Trustees; provided, that if the Member or the Present Interest Beneficiary,  respectively, dies after forwarding a cancellation to the Trustees, and if it is actually received by the Trustees prior to  the time that the amount standing to his credit in the Fund is paid out, it shall be effective retroactively to the date of  the instrument making the cancellation.  12.3 Beneficiary Designation and Spousal Consent.      (a) After termination of service, amounts standing to the credit of a Member shall be payable  to the Member, if he is living.  Should any Participant or Present Interest Beneficiary die prior to the distribution of  his Account or any portion thereof, the balance of his Account shall be payable to his surviving spouse unless he has  a designation of beneficiary in effect which names a non-spouse beneficiary and such surviving spouse has properly  consented to such designation, if applicable.  Consent is proper if the designation is in writing and may not be changed  without spousal consent and if the spouse acknowledges the effect of the designation in a notarized writing.  Such  spousal consent shall be irrevocable.  Spousal consent shall not be required if it is established to the satisfaction of the  Plan Administrator that there is no spouse, that the spouse cannot be located, or that other circumstances exist as set  forth in regulations issued by the Secretary of the Treasury.  Consent by a spouse shall be effective only with respect  to such spouse.       (b) Spousal consent is also not required for a Derivative Account of a Present Interest  Beneficiary; however, for the sake of administrative convenience, the Plan Administrator, at his sole discretion, may  require a Present Interest Beneficiary who is designating a non-spouse beneficiary to obtain spousal consent on  electronic submissions or otherwise even when such consent is not legally required.  No person shall have the  discretion to change a Participant’s or Present Interest Beneficiary’s designation of beneficiary after his death;  provided, however, any disclaimer by his surviving spouse or other beneficiary which is valid under applicable federal  and state laws shall be recognized by the Plan Administrator and shall not be deemed to change a Participant’s or  Present Interest Beneficiary’s designation of beneficiary after his death.  Should any Participant or Present Interest  Beneficiary die prior to the distribution of his Account or any portion thereof without a valid designation of beneficiary  in effect, the balance of his Account shall be payable to his surviving spouse or, if none, to the estate of the Participant  or Present Interest Beneficiary, respectively.  Where a Derivative Account or a Member’s Account, together with any  unpaid principal balance and accrued interest from one or more Member Loans, is One Thousand Dollars ($1,000) or  





 






PROV 20-1 Restatement FINAL    44 less, distribution of the Account, together with any unpaid principal and accrued interest, shall be made with or without  the recipient’s consent.    12.4 Distribution after Termination of Service.  After a Member’s termination of service, his Account  shall be distributed subject to the following conditions:    (a) Except as provided in Sections 12.4(b) and 12.6, Accounts shall be distributed to the proper  person or persons under the provisions of these Regulations as soon as administratively feasible after the Member  terminates service, but not later than the sixtieth (60th) day after the close of the Plan Year in which occurs the latest  of the following events:  (1) the date the Member attains age 65, or (2) the date the Member terminates service with  all Contributing Companies or (3) the date beyond age 65 specified in a valid deferral election.  Where a Member does  not make a valid deferral election, the date under clause (3) above shall be the date the Member attains age 65.   Notwithstanding the preceding provisions of this Section 12.4(a), consistent with the provisions of Treasury  Regulation section 1.401(a)-14(a), and subject to the provisions of Section 12.4(e), a Member must file a claim for  benefits before payment of benefits will commence.    (b) No distribution of any part of a Member’s Account shall be made, without the Member’s  written consent, to a Member prior to age 65; provided, however, where a Former Member’s Account, together with any  unpaid principal balance and accrued interest from one or more Member Loans, is One Thousand Dollars ($1,000) or  less, distribution of the Former Member’s Account, together with any unpaid principal balance and accrued interest, shall  be made to the Former Member with or without his written consent.  An automatic deferral effected under this provision  shall be a “deferral” under the Fund.    (c) Any deferral under the above provisions and the Account during such a deferral shall be  subject to the terms and conditions set forth from Section 12.6(c) through Section 12.6(g).      (d) If (1) a question should exist as to the person or persons entitled to any amounts, (2) the  amount payable cannot be ascertained by the date distribution is scheduled to be made pursuant to the Regulations, or  (3) the payee cannot be located by such date, distribution may be delayed not later than sixty (60) days after the earliest  date such question is resolved, such amount is ascertained, or the payee is located.      (e) Notwithstanding anything in these Regulations to the contrary, on and after January 1,  2003, a Member’s Account shall be distributed consistent with Article 25.      12.5 Normal Form of Benefit.  The normal form of benefit shall be a single sum.     12.6 Deferrals and VPOs.  As an optional alternative means of deferring distributions to that provided  under Section 12.4(b), and subject to the minimum distribution requirements of Section 12.4(e), distributions of all or  a portion of an Account may be deferred by a Member who is terminating service, or, if there is no deferral in effect  for the Account, by a deceased Member’s Qualified Beneficiary (but not by a Present Interest Beneficiary who is not  a Qualified Beneficiary), consistent with such administrative procedures as may be prescribed by the Plan  Administrator and in accordance with the following terms and conditions:      (a) An election to defer distribution of an Account, subject to the minimum distribution  requirements of Section 12.4(e), shall be made by giving notice to the Plan Administrator: (1) at any time prior to the  Participant’s attainment of age 65, if made by a Participant or a Qualified Beneficiary who is an alternate payee, within  the meaning of section 206(d)(3)(K) of ERISA, or, (2) within three (3) calendar months after the death of the Member  (provided there is no deferral in effect), if made by any other Qualified Beneficiary.      (b) If a Member’s termination of service occurs by reason of death and such a Member is  survived by a Qualified Beneficiary, such Qualified Beneficiary shall have the right to defer distribution to a date  which could have been selected by the Member had termination of service occurred by reason other than the Member’s  death.    





 






PROV 20-1 Restatement FINAL    45   (c) After December 31, 1990, a Former Member or a Qualified Beneficiary shall be entitled to  request in writing a distribution of all or a part of his deferred Account balance—and a Present Interest Beneficiary  shall be entitled to request in writing, a distribution of all or a part of his Derivative Account derived from a deferred  Account—as of the Valuation Date coincident with or next following the receipt of such request.  Payments shall be  made as soon as administratively feasible following the applicable Valuation Date.  Subject to the minimum  distribution rules of section 401(a)(9) of the Code in the case of a non-spouse Qualified Beneficiary, on and after  July 16, 1996, a Former Member or a Qualified Beneficiary shall be entitled to request a distribution of all or a part  of his deferred Account balance:  (1) in single sum form; or (2) in the form of a series of substantially equal monthly,  quarterly, semi-annual, or annual payments (x) for a term of years, or (y) for the life or life expectancy of the Former  Member or of the Qualified Beneficiary, as the case may be, or, (z) in the case of a Former Member, for the joint lives  of the Former Member and the Former Member’s designated beneficiary; and any such distribution shall be made or  shall commence, as the case may be, on the day on which it is actually received provided it is received on a Valuation  Date before the New York Stock Exchange closes for trading; or on the Valuation Date next succeeding the day on  which it is actually received, if it is not received on a Valuation Date or if it is received on a Valuation Date after the  New York Stock Exchange closes for trading.  During periods of extreme market conditions or market closures, a  withdrawal direction shall be treated the way a withdrawal direction is treated under Section 10.1(d).  In the case of a  distribution in single sum form, a Former Member or Qualified Beneficiary may specify an Investment Offering from  which the distribution is to be made.  If the Participant or Qualified Beneficiary does not specify an Investment  Offering or if a further allocation of the dollar amount of a distribution request is necessary, the amount or remaining  amount, as the case may be, shall be distributed from the Investment Offerings in accordance with procedures  established by the Plan Administrator which may contain rules specific to the Brokerage Window.  In the case of any  distribution other than a distribution in single sum form, allocation of the dollar amount of such a distribution request  shall be made in accordance with procedures established by the Plan Administrator which may contain rules specific  to the Brokerage Window.  Where by virtue of the summary plan description or otherwise, the Participant or Qualified  Beneficiary is informed or otherwise aware that he or she has a right to specify an Investment Offering from which  the withdrawal is to be made and moreover, that failure to specify an Investment Offering shall result in the withdrawal  being funded in accordance with procedures established by the Plan Administrator which may contain rules specific  to the Brokerage Window, then the Participant’s or Qualified Beneficiary’s failure to specify properly an Investment  Offering from which the withdrawal is to be made shall be deemed an exercise of the Participant’s or Qualified  Beneficiary’s control and discretion to fund the withdrawal in accordance with such procedures.  A Former Member  or Qualified Beneficiary may direct at any time a total distribution of the deferred Account balance—and a Present  Interest Beneficiary may direct at any time a total distribution of the Derivative Account derived from a deferred  Account—as of the Valuation Date coincident with or next following the receipt of such request.    (d) Any deferral shall be subject and subordinate to any conflicting terms of a qualified  domestic relations order or valid property settlement agreement, but the fact that a portion of a Participant’s Account  has been partitioned under a qualified domestic relations order or valid property settlement agreement shall not prevent  a Participant or a Qualified Beneficiary from exercising rights of deferral as to the Participant’s portion of the Account.      (e) If a Former Member whose Account has been deferred is reemployed by a Contributing  Company, such deferral will be canceled, except as to distributions already made, and distribution of the remainder of  the Account will be made under the terms of these Regulations as if the Former Member had not previously terminated  service.      (f) In the event distribution of the Account of a Former Member or a Qualified Beneficiary  has been deferred under the provisions of these Regulations, and the Former Member or Qualified Beneficiary dies,  distribution of the Account will be accelerated and the Account distributed to the person(s) entitled to the proceeds;  provided, in the case of the death of a Former Member leaving a Qualified Beneficiary or a Present Interest Beneficiary  who is at least 18 years of age, the deferral shall remain effective, but the Qualified Beneficiary will have the same  rights of acceleration which the Former Member had at the time of death.      (g) The rights and restrictions under the Fund applicable to a Member shall, during a period of  deferral, be applicable to a Former Member or a Qualified Beneficiary or a Present Interest Beneficiary, except for  rights under Articles 5, 6 and 7.  Further, as an exception, a Qualified Beneficiary who is not a Present Interest  Beneficiary shall under no circumstances have the right given a Member under this Article 12 to name or change a  beneficiary.    





 






PROV 20-1 Restatement FINAL    46 12.7 QDROs.  Notwithstanding any other provisions in these Regulations to the contrary, the Fund shall  make distributions to an alternate payee (as defined by ERISA and the Code) pursuant to any final judgment, decree  or order (including judicial approval of a property settlement agreement) which the Plan Administrator has determined  to be a qualified domestic relations order as defined under ERISA and the Code.  Such distributions shall be made, if  authorized by the qualified domestic relations order, within a reasonable time after the Plan Administrator has made  the determination that the requirements for a qualified domestic relations order have been satisfied, notwithstanding  the Member’s continuing employment by a Contributing Company.  12.8 Legal Disability.  Whenever a Participant or Beneficiary entitled to receive any payment hereunder  is under a legal disability or is legally incapacitated so as to be unable to manage his financial affairs, the Plan  Administrator may direct that payments be held or made to such person or to his legal representative or to a relative  of such person for the benefit of the Participant or Beneficiary, respectively, or the Plan Administrator may direct that  the payment be applied for the benefit of such Participant or Beneficiary in such manner as the Plan Administrator, in  the exercise of his fiduciary duty under ERISA, considers prudent.  Any payment in accordance with these provisions  shall be a complete discharge of any liability for the making of such payment under the provisions of the Regulations.    ARTICLE 13  DIRECT ROLLOVERS  13.1 Rollovers from the Fund.      (a) A Distributee may elect, at the time and in the manner prescribed by the Plan  Administrator, to have any portion of an Eligible Rollover Distribution from the Fund paid directly to an Eligible  Retirement Plan specified by the Distributee in a direct rollover.      (b) A Non-Spousal Beneficiary may elect, at the time and in the manner prescribed by the Plan  Administrator, to have any portion of an Eligible Rollover Distribution from the Fund paid directly to an Inherited IRA  specified by the Non-Spousal Beneficiary in a direct rollover.      (c) A Distributee may elect, at the time and in the manner prescribed by the Plan  Administrator, to have any portion of an Eligible Rollover Distribution from the Fund paid directly to a Roth IRA  specified by the Distributee in a direct rollover, as permitted by Section 408A of the Code, provided that such amount  is included in the gross income of the Distributee to the extent that such amount would have been includible if the  distribution was not part of a qualified rollover contribution pursuant to Section 408A(d)(3)(A) of the Code.  However,  for calendar years before 2010, the Distributee may not make this type of rollover if, for the calendar year the Eligible  Rollover Distribution is made, he or she has modified adjusted gross income exceeding $100,000 (as adjusted by  Section 408A(c)(3) of the Code) or is a married individual filing a separate federal income tax return.      (d) For calendar year beginning on and after January 1, 2009, a Non-Spousal Beneficiary may  elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover  Distribution from the Fund paid directly to a Roth IRA that is also considered an Inherited IRA specified by the Non- Spousal Beneficiary in a direct rollover, as permitted by Section 408A of the Code, provided that such amount is  included in the gross income of the Non-Spousal Beneficiary to the extent that such amount would have been  includible if the distribution was not part of a qualified rollover contribution pursuant to Section 408A(d)(3)(A) of the  Code.  However, for calendar years before 2010, the Non-Spousal Beneficiary may not make this type of rollover if,  for the calendar year the Eligible Rollover Distribution is made, he or she has modified adjusted gross income  exceeding $100,000 (as adjusted by Section 408A(c)(3) of the Code) or is a married individual filing a separate federal  income tax return.     13.2 Rollovers to the Fund.       (a) An Active Employee or former Employee who previously participated in the Fund may  elect to have a Valid Direct Rollover Contribution made to the Fund in a direct rollover.  Any Valid Direct Rollover  





 






PROV 20-1 Restatement FINAL    47 Contribution made to the Fund that is attributable to a designated Roth account shall be credited to the Member’s Roth  Rollover Subaccount.      (b) Members may at any time, notwithstanding the restrictions on Member withdrawals set  forth in Article 10, withdraw any Valid Direct Rollover Contributions made directly to the Fund and any interest and  earnings attributable thereon.      (c) If the Plan Administrator determines at any time that a rollover contribution to the Fund  was not a Valid Direct Rollover Contribution at the time it was made, the Plan Administrator shall distribute to the  Participant as soon as practicable, the amount of the contribution, together with interest and earnings attributable  thereto.      13.3 Representations.     (a) The Participant shall represent, and the Plan Administrator shall be entitled to reasonably  rely upon the Participant’s representation, that the direct rollover to the Fund was a Valid Direct Rollover Contribution.   The Participant must also provide any documentation that the Plan Administrator may require to substantiate that the  direct rollover to the Fund was a Valid Direct Rollover Contribution.      (b) The Plan Administrator may also rely upon the representation of the Distributee (or Non- Spousal Beneficiary) that any direct rollover made pursuant to Section 13.1 of the Regulations is to an Eligible  Retirement Plan (or an Inherited IRA in the case of a direct rollover by a Non-Spousal Beneficiary).      (c) The Plan Administrator is not responsible for assuring that the Distributee (or Non-Spouse  Beneficiary) is eligible to make a rollover to a Roth IRA pursuant to either Section 13.1(c) or Section 13.1(d).    ARTICLE 14  TRANSFERRED ASSETS  14.1 Right to Transfer Assets to this Fund.  In the event of, a transfer of assets from, or a merger or  consolidation of, a Qualified Plan into this Fund, the Trustees may direct the Plan Administrator to accept Transferred  Assets on behalf of a Member.    14.2 Transferred Asset Accounts.  Except as otherwise provided in these Regulations, assets transferred  from a Qualified Plan to this Fund shall be accounted for as follows:    (a) pre-tax elective deferrals (and earnings thereon) shall be credited to the Member  Pre-Tax Subaccount;   (b) catch-up contributions derived from pre-tax elective deferrals (and earnings  thereon) shall be credited to the Member Catch-Up Subaccount;   (c) participant after-tax contributions (and earnings thereon) shall be credited to the  Member After-Tax Subaccount;   (d) company contributions (and earnings thereon) that are not eligible for in-service  distributions before the participant attains 591⁄2 years of age shall be credited to  the Company Contribution Subaccount;   (e) company contributions (and earnings thereon) that are eligible for in-service  distributions before the participant attains 591⁄2 years of age shall be credited to  the Prior Plan Company Contribution Subaccount;   





 






PROV 20-1 Restatement FINAL    48 (f) employer matching contributions (and earnings thereon) that are subject to a  vesting schedule shall be credited to the Prior Plan Scheduled Vesting Match  Subaccount;   (g) employer matching contributions (and earnings thereon) that are not subject to a  vesting schedule shall be credited to the Prior Plan Fully Vested Match  Subaccount;   (h) after-tax rollover contributions (and earnings thereon) shall be credited to the  After-tax Rollover Subaccount;   (i) pre-tax rollover contributions (and earnings thereon) shall be credited to the  Pre-Tax Rollover Subaccount;   (j) qualified non-elective contributions (and earnings thereon) shall be credited to the  QNEC Subaccount;   (k) Roth Elective Deferrals and catch-up contributions derived from Roth Elective  Deferrals (and earnings thereon) shall be credited to the Member Roth 401(k)  Subaccount; and  (l) rollover amounts from a designated Roth account as defined in Section 402A of the Code  (and earnings thereon) shall be credited to the Roth Rollover Subaccount.    ARTICLE 15  STATEMENT OF ACCOUNT  15.1 Periodic Statements.  Each Accountholder shall receive a statement periodically, but not less  frequently than annually, showing the value of his interest in each Investment Offering in which he is invested as of  the end of the preceding period.   Such statements shall be deemed to be accepted as correct if no written objection  shall have been made to the Trustees within sixty (60) days after the date of rendering.      15.2 Amounts Standing to the Credit of a Participant.  Whenever reference is herein made to the  amounts standing to the credit of a Participant or Beneficiary, or to the amounts standing to his credit in the Fund,  each such reference shall, unless otherwise specified, be deemed to include the value of his interest in each Investment  Offering in which he is invested.      ARTICLE 16  COMMUNICATIONS    The Plan Administrator, or his designated agent, shall prescribe the appropriate methods of  communication as he may deem expedient in the administration of the Shell Provident Fund.  No application,  designation of beneficiary, notice, direction, request or other communication by the Participant or Beneficiary that is  provided for under the terms of the Regulations shall be valid unless performed in the prescribed manner.  Except for  such communications specifically directed to be sent to other persons or entities under the Regulations, no  communications concerning the Shell Provident Fund shall be effective for any purpose unless provided in the manner  prescribed by the Plan Administrator and received by the Plan Administrator or his designated agent at the time and  place he may designate.      





 






PROV 20-1 Restatement FINAL    49 ARTICLE 17  CESSATION OF MEMBER COMPANY PARTICIPATION   17.1 Any Contributing Company which has joined the Fund may cease to be a participant in the Fund as  provided in the Trust Agreement and thereupon its right and obligation to make further contributions to the Fund with  respect to periods subsequent to the cessation of its participation shall terminate.   17.2 In such case, each Member then in the employ of such Contributing Company shall be relieved of the  right and the obligation to make further Member Contributions to the Fund; but the amount standing to the credit of such  Member shall be paid to him or his Beneficiary after the termination of service as provided in these Regulations, or earlier,  as determined by the Trustees in accordance with the Trust Agreement.      ARTICLE 18  AMENDMENTS TO TRUST AGREEMENT AND REGULATIONS   18.1 Subject to limitations therein, the Trust Agreement and these Regulations may be amended by Shell  Oil Company upon notification in writing to the Trustees.  Such an amendment may be substantial and may be  retroactive in effect but shall not reduce the amount then standing to the credit of any Member nor, except as permitted  by Treasury Regulations, shall any such amendment eliminate an optional form of benefit with respect to benefits  attributable to service before any such amendment.  In amending the Trust Agreement and the Regulations, Shell Oil  Company shall act through its Board of Directors or such person or persons as have been directly or indirectly  delegated the authority of the Board to so act on behalf of Shell Oil Company.  Notice to the chairman of the Trustees  or to the secretary shall constitute notification to all of the Trustees.     18.2 Written notice of any material amendment shall be provided to all Members.    ARTICLE 19  MEMBER’S NONFORFEITABLE INTEREST   19.1 Except as set forth in Schedule D to the Regulations, each Member and each Beneficiary shall have, at  all times, a nonforfeitable interest in the amount standing to his credit in the Fund.  No Member or Beneficiary shall have  any right to receipt of the amount standing to his credit in the Fund, except according to the provisions of the Trust  Agreement and these Regulations.     19.2 If the Plan Administrator cannot ascertain the whereabouts of any Member or Beneficiary to whom a  payment is due, the Plan Administrator may, after reasonable efforts have been exercised to locate such Participant or  Beneficiary, direct that the payment and all remaining payments otherwise due to the payee be canceled on the records of  the Fund and the amount thereof applied as a forfeiture in accordance with Section 6.5 of the Regulations.  If the Participant  or Beneficiary later notifies the Plan Administrator of his whereabouts, Shell Oil Company or such other Contributing  Company as the Plan Administrator shall designate shall contribute to the Fund an amount equal to the payment to be paid  to the payee as soon as administratively feasible.    ARTICLE 20  CLAIMS PROCEDURE  20.1 Claim for Benefits.  Any claim for benefits under the Fund shall be made in writing and submitted to  the Plan Administrator.  The Plan Administrator shall reach a decision as soon as reasonable under the circumstances and  notify the claimant, or his duly authorized representative, thereof promptly in writing by mail addressed to the last known  address of the claimant or such representative, as the case may be, appearing on the records of the Plan Administrator.   Such notice shall be furnished within 90 days after the Plan Administrator receives the claim, unless the Plan Administrator  





 






PROV 20-1 Restatement FINAL    50 determines that special circumstances require an extension of time for processing the claim, in which case the Plan  Administrator shall have up to an additional 90 days to respond provided he gives notice of the extension, the reasons  therefor, and the expected date of response to the claimant prior to the end of the initial 90-day period.  If the claim is  denied, in whole or part, the notice thereof shall be by certified mail, return receipt requested, and shall set forth, in a  manner reasonably calculated to be understood by the claimant:   (a) the specific reason or reasons for the denial;    (b) specific reference to pertinent Fund provisions on which the denial is based;    (c) a description of any additional material or information to be submitted by the claimant in order  to perfect his claim and an explanation of why such material or information is necessary; and    (d) an explanation of the Fund’s claim review procedure and the time limits applicable thereto,  including a statement of the claimant’s right to bring a civil lawsuit under ERISA if the claim  is denied on review.    20.2 Appeals.  In the event of the denial of a claim by the Plan Administrator, in whole or in part, the claimant  or his duly authorized representative may, within the period ending ninety (90) days from the date of receipt of the denial:  (a) request a review of the claim, by filing a written application with the Trustees or a committee  thereof;    (b) upon request, review pertinent documents, records, and other information and obtain copies  free of charge; and    (c) submit comments, documents, records, and other information relating to the claim in writing.    For this purpose, documents, records, and other information are “pertinent” if they were relied upon in making the  determination on the claim or if they were submitted, considered, or generated in the course of making the benefit  determination.   20.3 Review Board.  The Trustees or a committee thereof shall constitute the review board, which shall fully  review such request, review all comments, documents, records, and other information submitted by the claimant relating  to the claim, without regard to whether such information was submitted or considered in the initial benefit determination,  hold any hearing deemed appropriate by such review board, and notify the claimant or his duly authorized representative,  of the decision in writing as soon as practicable, but in no event later than sixty (60) days after receipt of the written request  for review; provided, however, if a hearing is requested or if the Trustees determine that special circumstances exist, the  Trustees shall have up to an additional sixty (60) days to respond provided that they give notice of the extension, the  reasons therefor, and the expected date of response to the claimant prior to the end of the initial 60-day period.   Notwithstanding the foregoing, if the Trustees have regularly scheduled quarterly meetings, their response date shall be up  to five (5) days after the next regularly scheduled meeting which comes at least thirty (30) days after their receipt of the  request for review.  This response date may be extended if required by special circumstances, but in no event shall the  Trustees respond later than five (5) days following the third regularly scheduled meeting after the receipt of the request for  review.  In the event the review board confirms the denial of the claim for benefits, in whole or in part, the notice of denial  shall set forth, in a manner reasonably calculated to be understood by the claimant, the specific reasons for the decision;  reference to the specific Plan provisions on which the decision is based; the claimant’s right to receive, upon request and  without charge, reasonable access to, and copies of, all documents, records and other information pertinent to the claim;  and the claimant’s right to bring a civil action under ERISA.    20.4 Extension for Providing Necessary Information.  In the event the Plan Administrator or the Trustees  extend the time for response to a claim due to the claimant’s failure to provide information necessary to decide the claim,  the period for the benefit determination shall be tolled from the date notice of the extension is sent to the claimant until the  claimant responds to the request for additional information.    





 






PROV 20-1 Restatement FINAL    51 20.5 Validating Representative of Claimant.  The Plan Administrator may implement reasonable  procedures for ensuring that an individual has been authorized to act on behalf of a claimant.    20.6 Mandatory Use of Claims Procedure; Waiver of Claims; Forum and Venue.    (a) The use of the claims procedure of this Article is mandatory in pursuing claims for benefits.   Except as otherwise provided, failure to file a claim by the end of the Plan Year following the Plan Year in which the  individual knew or should have known of the claim shall constitute an irrevocable waiver of the claim unless it shall  be shown not to have been reasonably possible to furnish proof of the claim within the specified time period, and that  proof was furnished as soon as was reasonably possible, in which case failure to furnish proof within the time specified  shall not invalidate nor reduce the claim.  Failure to raise issues or present evidence at any stage in the claims procedure  shall preclude those issues or evidence from being presented in a judicial review of the claim.   (b) A claimant may not bring an action in law or equity unless the claimant timely files claims and appeals in  accordance with the claims procedure and otherwise follows the requirements of the claims procedure.  Claimants who do  not comply with each step of the claims procedure shall not be deemed to have exhausted their administrative remedies.   The claimant shall have two years from the date the Trustees deny all or part of the claimant’s appeal to bring an action at  law or in equity with respect to the portion of the claim that was denied.    (c) The exclusive forum and venue for any legal or equitable action arising under or relating to  the Fund (an “Action”) shall be the United States District Court for the Southern District of Texas, Houston Division, so  long as the federal courts may assert subject matter jurisdiction over the claims asserted in the Action, and unless the parties  to the Action have expressly agreed in writing to a different forum or venue.  In the event the claims asserted in an Action  are not subject to the subject matter jurisdiction of the federal courts, the exclusive forum and venue for such Action shall  be the district courts of Harris County, Texas, unless the parties to the Action have expressly agreed in writing to another  forum or venue.  By becoming a Participant, Accountholder or Beneficiary under the Fund, a Participant, Accountholder  or Beneficiary consents to the personal jurisdiction of the United States District Court for the Southern District of Texas,  Houston Division, and district courts of Harris County, as applicable, and waives any objections to personal jurisdiction  or inconvenience of the forum and venue dictated by this provision.  20.7 Plan Administrator.  For purposes of this Article 20, the term Plan Administrator shall not include  agents of the Plan Administrator.  ARTICLE 21  PLAN ADMINISTRATOR - APPOINTMENT & DUTIES  21.1 Trustees and Plan Administrator.  The Fund shall be administered by the Trustees and a Plan  Administrator.  The Plan Administrator may be such entity or entities or person or persons as may be appointed by  the Trustees.  The Plan Administrator may or may not be the Company, or a Member, or an Employee of Shell Oil  Company and may or may not be a member of a group of individuals serving as Trustees under the Fund.  The Trustees  may at any time remove or replace the Plan Administrator.  The Plan Administrator shall serve without compensation  from the Fund.  However, the expenses of the Plan Administrator, including attorneys’ fees and other costs incurred  by it in the prosecution or defense of any legal action or proceeding regarding the Fund or the administration thereof  to which the Plan Administrator may be a party in interest, shall be paid from the Fund unless the Plan Administrator  shall be finally adjudged in such action, suit, or proceeding to have been guilty of fraud or willful misconduct in the  performance of his duties.  Notwithstanding the preceding sentence, Shell Oil Company shall be responsible for the  aforementioned expenses where Shell Oil Company has entered into a contractual obligation prior to the incursion of  those expenses.  21.2 Allocation of Fiduciary Responsibilities.  If more than one individual or entity is appointed Plan  Administrator, the Trustees may allocate some or all of the responsibilities of the Plan Administrator to each individual  or entity so appointed, and each such individual or entity shall be responsible only for the duties allocated to it and  any duties of the Plan Administrator which are not allocated.  If more than one individual or entity is appointed Plan  Administrator and the Trustees do not allocate Plan Administrator responsibilities to the individuals or entities so  appointed, the individuals or entities appointed Plan Administrator may, by executing a written instrument, allocate  some or all of the responsibilities of the Plan Administrator among themselves as indicated in such written instrument  





 






PROV 20-1 Restatement FINAL    52 and each individual or entity shall be responsible only for the duties allocated to it and any duties which are not  allocated.  To the extent the responsibilities of the Plan Administrator are not allocated pursuant to this Section 21.2  to the individuals or entities appointed as Plan Administrator, the action of the Plan Administrator shall be taken by  majority vote, or if less than three individuals or entities are appointed Plan Administrator, by unanimous consent.   The Plan Administrator may designate persons or entities other than the Plan Administrator to perform some or all of  the responsibilities of the Plan Administrator.    21.3 Powers and Duties of the Plan Administrator.  The Plan Administrator shall have the following  powers and duties in addition to those stated elsewhere in the Regulations:    (a) To prescribe such procedures, rules, and regulations as it shall deem necessary or proper for  the efficient administration of the Fund;       (b) To determine all questions arising in its administration of the Fund, including the power to  determine the rights of any Participants or Beneficiaries and to determine, without limitation,  all questions of eligibility pursuant to the claims procedure stated herein;      (c) To enforce the Fund in accordance with its terms and with the rules, regulations, and  procedures prescribed by the Plan Administrator, and to consider and interpret the Regulations  and Trust Agreement and settle and discharge disputes arising thereunder;      (d) To determine the fair market value of assets of the Fund as often as required by these  Regulations and at least annually; to keep the books and records of the Fund and to do all the  clerical, bookkeeping, and accounting work in connection with the management and  administration of the Fund; and to furnish to each Participant and Beneficiary, who is an  Accountholder, within a reasonable time after the close of each Fund Year a statement of the  amount standing to his credit in the Fund;      (e) To prepare and distribute all reports required by law or the Fund;     (f) To prepare and distribute, as required by law and in such manner as the Plan Administrator  may determine to be appropriate, information concerning the Fund; and       (g) To employ such agents, attorneys, accountants, and other individuals as deemed necessary or  advisable for the administration of the Fund.  The Plan Administrator shall consider the records  of the Contributing Companies and Affiliated Companies as conclusive evidence in making  determinations concerning eligibility or benefits under the Fund except in unusual  circumstances.      21.4 No Bond Required.  No bond or other security shall be required of the Plan Administrator for the  faithful performance of its duties hereunder, except as may be required by ERISA and the Code or by any other state  or federal law or regulations.      21.5 Delegation of Authorities.  Further, it is the intent of these Regulations that the Plan Administrator be  able to delegate certain ministerial functions within the framework of policies, interpretations, rules, practices, and  procedures set by such Plan Administrator without delegating any power to the appointee to make any decisions as to such.   Following are the types of administrative functions intended to be covered by this delegation:  (a) Application of rules determining eligibility for participation or benefits;    (b) Calculation of service for participation and Compensation for benefits;    (c) Preparation of Participant and Beneficiary communications material;    (d) Maintenance of Employees’ service and employment records;    





 






PROV 20-1 Restatement FINAL    53 (e) Preparation of reports required by government agencies;     (f) Calculation of benefits;    (g) Orientation of new Employees and advising Participants and Beneficiaries of their rights and  options under the Fund;     (h) Collection of Member Contributions and Company Contributions and applications of such  Contributions as provided in the Fund (if any);     (i) Preparation of reports concerning benefits of Members and Beneficiaries;     (j) Processing of claims; and     (k) Making recommendations to others for decisions with respect to plan administration.    21.6 Authorities and Responsibilities of Shell Oil Company.  Shell Oil Company shall have the authority  and responsibility for:  (a) amending the Fund in accordance with Article 18 hereof; (b) designating the Trustees; and  (c) the exercise of all non-delegable, non-allocable, fiduciary functions provided in the Fund or Trust Agreement required  by law and necessary to the operation of the Fund.    21.7 Authorities and Responsibilities of the Trustees.  For a statement of the powers and responsibilities  of the Trustees, reference is made to the Trust Agreement.  In case of any conflict or inconsistency between the Trust  Agreement and these Regulations, the former shall govern as to everything except as to ministerial functions set forth  above.    21.8 Discretion with Respect to Awards and Settlements.  Unless a court of law or governmental body  shall direct otherwise, nothing contained herein shall require the Plan Administrator to allocate proceeds from the  prosecution or settlement of class action, ERISA, shareholder, or securities litigation or enforcement activities among  some or all Accountholders (including, for this purpose, Impacted Persons) where the costs and complexities of  allocating proceeds among Accountholders outweighs the benefits.      21.9 Scrivener’s Error.      If, due to errors in drafting, any provision of the Regulations does not accurately reflect its intended meaning, as  demonstrated by consistent interpretations or other evidence of intent (including evidence in the records of the  Contributing Companies), the provision shall be considered ambiguous and shall be interpreted by the Plan  Administrator in the exercise of his discretion and authority under Section 21.3 and the Trustees in the exercise of  their discretion and authority under Section XII of the Trust Agreement in a fashion consistent with its intended  meaning.  The Company shall amend the Regulations to cure any such ambiguity, and any such amendment may be  retroactive.  This Section 21.9 may not be invoked by any person to require the Regulations to be interpreted in a  manner that is inconsistent with its interpretation by the Plan Administrator and the Trustees.      ARTICLE 22  TOP-HEAVY RULES  22.1 Operation of Article.  The requirements of this Article shall become operative only during a Plan Year  beginning after December 31, 1983, for which the Plan should become Top-Heavy.  In addition, for Plan Years beginning  after December 31, 2001, the provisions of Section 22.5 shall apply.  22.2 Determination of Top-Heavy Status.      (a) The Plan is Top-Heavy with respect to any Plan Year if, as of the Determination Date  applicable to such year, (1) the ratio of the aggregate of Accounts of Members who are Key Employees to the aggregate  of Accounts of all Members exceeds 60%, or (2) the Plan is part of a Required Aggregation Group which is Top-Heavy.   





 






PROV 20-1 Restatement FINAL    54 Notwithstanding anything to the contrary, the Plan shall not be considered Top-Heavy for any Plan Year in which the Plan  is a part of a Permissive Aggregation Group which is not Top-Heavy.      (b) For purposes of testing for Top-Heavy status, (1) the Accounts and the present value of  cumulative accrued benefits shall be determined as of the Valuation Date applicable to the Determination Date;  (2) individuals who have not been employed by a Contributing Company at any time within the last five years shall not be  included; and (3) the provisions of Section 416 of the Code and the Treasury Regulations thereunder shall be applied.  22.3 Annual Compensation Limit.  Compensation of any Member in excess of the Annual  Compensation Limit shall not be taken into account.    22.4 Top-Heavy Contribution.  In the event that contributions by a Contributing Company to the Fund  during the Plan Year on behalf of a Member who is a Non-Key Employee are less than three percent (3%) of such  Member’s 415 Compensation and provided that such Member has not separated from the service of the Employing  Company on the last day of such Plan Year, the Employing Company shall contribute an amount equal to the  difference between three percent (3%) of such Member’s 415 Compensation, and the contributions by a Contributing  Company which have been paid to the Fund on behalf of such Member for the Plan Year.    22.5 Modification of Top-Heavy Rules.    (a) This Section 22.5 shall apply for purposes of determining whether the Plan is a Top-Heavy  plan under Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan  satisfies the minimum benefits requirements of Section 416(c) of the Code for such Plan Years.  This Section 22.5  amends the preceding provisions of this Article.    (b) This Section 22.5(b) shall apply for purposes of determining the present values of accrued  benefits and the amounts of Account balances of Employees as of the Determination Date.      (1) The present values of accrued benefits and the amounts of Account balances of  an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee  under the Fund and any plan aggregated with the Fund under Section 416(g)(2) of the Code during the one-year period  ending on the Determination Date.  The preceding sentence shall also apply to distributions under a terminated plan  which, had it not been terminated, would have been aggregated with the Fund under Section 416(g)(2)(A)(i) of the  Code.  In the case of a distribution made for a reason other than severance from employment, death, or disability, this  provision shall be applied by substituting 5-year period for 1-year period.        (2) Employees not performing services during the Plan Year ending on the  Determination Date.  The accrued benefits and accounts of any individual who has not performed services for the  Employer during the 1-year period ending on the Determination Date shall not be taken into account.    ARTICLE 23  NONDISCRIMINATION TEST FOR MEMBER CONTRIBUTIONS  23.1 ADP Limit.  (a) The Average Actual Deferral Percentage for Eligible Employees who are Highly  Compensated Employees for the Plan Year shall not exceed the greater of:     (1) the Average Actual Deferral Percentage for Eligible Employees who are  Nonhighly Compensated Employees for the Plan Year multiplied by 1.25;  or     (2)  the lesser of: (A) the Average Actual Deferral Percentage for Eligible Employees  who are Nonhighly Compensated Employees for the Plan Year multiplied by  2.00; or (B) the Average Actual Deferral Percentage for Eligible Employees who  





 






PROV 20-1 Restatement FINAL    55 are Nonhighly Compensated Employees for the Plan Year plus 2 percentage  points.      (b) The Actual Deferral Percentage for any Eligible Employee who is a Highly Compensated  Employee for the Plan Year and who is eligible to participate in two or more plans of the Employer to which elective  deferrals are made, shall be determined by aggregating all such elective deferrals on behalf of such Highly  Compensated Employee.  If two or more plans of the Employer are permissively aggregated for purposes of Section  401(k) of the Code, the aggregated plans must also satisfy Section 401(a)(4) and 410(b) of the Code as though they  were a single plan.  If one or more plans of an Employer are aggregated with the Fund for purposes of satisfying the  requirements of Section 401(a)(4) or 410(b) of the Code, the Actual Deferral Percentages under the Fund shall be  calculated as if the Fund and such one or more other plans were a single plan.       (c) For purposes of applying the ADP Limit, Testing Compensation shall be computed on an  entire Plan Year basis and with reference to the current Plan Year at the time the ADP Limit is applied. Reductions and  increases made to satisfy such limit shall not affect persons who are not then Eligible Employees. Where limits are  computed prior to the end of a Plan Year, the Plan Administrator may estimate or project Testing Compensation. The Plan  Administrator may elect to include in a person’s Testing Compensation only Compensation received while such person  was an Eligible Employee, provided the election is applied uniformly to all Eligible Employees for the Plan Year.      (d) Except for purposes of determining Highly Compensated Employees and Nonhighly  Compensated Employees, the portion of the Fund that benefits Employees who are included in a unit of employees  covered by a collective bargaining agreement is treated as a separate plan from the portion of the Fund that benefits  Employees who are not so covered.       23.2 Reduction of Member Elective Deferrals to Comply with ADP Limit.    (a) The Plan Administrator shall monitor the amount of Member Elective Deferrals and shall  effect whatever prospective reductions to the Actual Deferral Percentages of the Highly Compensated Employees are  necessary or advisable to comply with the ADP Limit.    (b) If the Plan Administrator prospectively reduces the Actual Deferral Percentages of Highly  Compensated Employees, he shall do so in the order of their Actual Deferral Percentages beginning with the highest  of such percentages. If the Plan Administrator determines that the reduction in effect is no longer necessary or  advisable, he may increase the Actual Deferral Percentages of all Highly Compensated Employees who had their  Actual Deferral Percentages reduced, in the reverse order of their Actual Deferral Percentages beginning with the  lowest of such percentages and continuing until the original Actual Deferral Percentages of all such Highly  Compensated Employees have been restored or until he determines that no further increases are advisable, whichever  occurs first. All reductions or increases of Actual Deferral Percentages hereunder shall be in multiples of 1%, and  such reductions may result in Member Elective Deferrals of such Highly Compensated Employees being reduced to  zero.    (c) When reducing or increasing the Actual Deferral Percentages of Highly Compensated  Employees, the Plan Administrator shall treat all such Highly Compensated Employees having the same Actual  Deferral Percentages in effect in the same manner.    (d) Any action taken by the Plan Administrator under this Section 23.2 may be taken without  the consent of, or prior notice to, the affected Members, but such Members shall be promptly informed in writing of  the Plan Administrator’s action.    23.3 Distribution of Excess Contributions.    (a) The determination of whether or not Excess Contributions exist shall be made after  reductions, if any, under Section 23.2.  





 






PROV 20-1 Restatement FINAL    56   (b) Excess Contributions, and any income allocable thereto, shall be distributed after the Plan  Year in which the Excess Contributions arose and no later than March 15 of the following Plan Year to Highly  Compensated Employees to whose Accounts Excess Contributions were made.    (c) A distribution of Excess Contributions and income shall be made without the consent of  the Participant or the spouse of the Participant.    (d) The total amount of Excess Contributions for the Highly Compensated Employees for a  Plan Year is determined as follows: Highly Compensated Employees with the largest Actual Deferral Percentage shall  be identified and a determination shall be made as to how much their Actual Deferral Percentage must be reduced so  that the Fund would satisfy the ADP Limit or such Highly Compensated Employees’ Actual Deferral Percentage will  be reduced to equal the Actual Deferral Percentage of the Highly Compensated Employees with the next highest  Actual Deferral Percentage. The procedure described in the preceding sentence shall be repeated until the Fund would  satisfy the ADP Limit.    (e) The total amount of Excess Contributions for the Highly Compensated Employees for a  Plan Year shall be distributed as follows:  The Member Elective Deferrals of the Highly Compensated Employees  with the highest dollar amount shall be reduced by the amount required to cause their Member Elective Deferrals to  equal the lesser of (1) the dollar amount of the Member Elective Deferrals of the Highly Compensated Employees  with the next highest dollar amount of Member Elective Deferrals, or (2) the amount that, when added to the total  dollar amount already distributed under this process, would equal the total amount of Excess Contributions.  This  amount along with allocable income determined under Section 23.3(f) shall be distributed to the Highly Compensated  Employees for which a reduction was applied.  The procedure described in the preceding sentence shall be repeated  until the Fund distributes the total Excess Contributions of the Highly Compensated Employees, thereby satisfying  the ADP Limit.    (f) The income allocable to Excess Contributions for the Plan Year in which such Excess  Contributions arose and for the period between the end of such Plan Year and the date of distribution, shall be  determined in accordance with Department of Treasury Regulations 1.401(k)-2.    (g) The Excess Contributions for the Plan Year which would otherwise be distributed to the  Participant shall be reduced, in accordance with Department of Treasury Regulations, by the Excess Deferral Amounts  previously distributed to the Participant for the taxable year ending in that Plan Year.  Also, the correction shall be  satisfied from Member Roth 401(k) Contributions before any Member Pre-Tax Contributions.  23.4 ACP Limit.    (a) The Average Actual Contribution Percentage for Eligible Employees who are Highly  Compensated Employees for the Plan Year shall not exceed the greater of:    (1) the Average Actual Contribution Percentage for Eligible Employees who are  Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or  (2) the lesser of: (A) the Average Actual Contribution Percentage for Eligible  Employees who are Nonhighly Compensated Employees for the Plan Year  multiplied by 2.00; or (B) the Average Actual Contribution Percentage for  Eligible Employees who are Nonhighly Compensated Employees for the Plan  Year plus 2 percentage points.      (b) The Actual Contribution Percentage for any Eligible Employee who is a Highly  Compensated Employee for the Plan Year and who is eligible to participate in two or more plans of the Employer to  which matching employer contributions, employee after-tax contributions, or both, are made, shall be determined by  aggregating all such contributions on behalf of such Highly Compensated Employee.  If two or more plans of the  Employer are permissively aggregated for purposes of Section 401(m) of the Code, the aggregated plans must also  satisfy Section 401(a)(4) and 410(b) of the Code as though they were a single plan.  If one or more plans of an  





 






PROV 20-1 Restatement FINAL    57 Employer are aggregated with the Fund for purposes of satisfying the requirements of Section 401(a)(4) or 410(b) of  the Code, the Actual Contribution Percentages under the Fund shall be calculated as if the Fund and such one or more  other plans were a single plan.      (c) For purposes of applying the ACP Limit, Testing Compensation shall be computed on an  entire Plan Year basis and Testing Compensation shall be with reference to the current Plan Year at the time the ACP  Limit is applied.  Reductions and increases made to satisfy such limits shall not affect persons who are not then Eligible  Employees.  Where limits are computed prior to the end of a Plan Year, the Plan Administrator may estimate or project  Testing Compensation.  The Plan Administrator may elect to include in a person’s Testing Compensation only  compensation received while such person was an Eligible Employee, provided the election is applied uniformly to all  Eligible Employees for the Plan Year.    (d) Except for purposes of determining Highly Compensated Employees and Nonhighly  Compensated Employees, the portion of the Fund that benefits Employees who are included in a unit of employees  covered by a collective bargaining agreement is treated as a separate plan from the portion of the Fund that benefits  Employees who are not so covered.     23.5 Reduction of Member After-Tax Contributions to Comply with ACP Limit.    (a) The Plan Administrator shall monitor the amount of Member After-Tax Contributions and  shall effect whatever prospective reductions to the Actual Contribution Percentages of the Highly Compensated  Employees are necessary or advisable to comply with the ACP Limit.    (b) If the Plan Administrator prospectively reduces the Actual Contribution Percentages of  Highly Compensated Employees, he shall do so in the order of their Actual Contribution Percentages beginning with  the highest of such percentages.  If the Plan Administrator determines that the reduction in effect is no longer necessary  or advisable, he may increase the Actual Contribution Percentages of all Highly Compensated Employees who had  their Actual Contribution Percentages reduced, in the reverse order of their Actual Contribution Percentages beginning  with the lowest of such percentages and continuing until the original Actual Contribution Percentages of all such  Highly Compensated Employees have been restored or until he determines that no further increases are advisable,  whichever occurs first.  All reductions or increases of Actual Contribution Percentages hereunder shall be in multiples  of 1%.  Member After-Tax Contributions of such Highly Compensated Employees may be reduced to zero.    (c) When reducing or increasing the Actual Contribution Percentages of Highly Compensated  Employees, the Plan Administrator shall treat all Highly Compensated Employees having the same Actual  Contribution Percentages in effect in the same manner.    (d) Any action taken by the Plan Administrator under this Section 23.5 may be taken without  the consent of, or prior notice to, the affected Members, but such Members shall be promptly informed in writing of  the Plan Administrator’s action.  23.6 Distribution of Excess Aggregate Contributions.      (a) The determination of whether or not Excess Aggregate Contributions exist shall be made  after reductions, if any, under Section 23.5.    (b) Excess Aggregate Contributions, and any income allocable thereto, shall be distributed  after the Plan Year in which the Excess Aggregate Contributions arose and no later than March 15 of the following  Plan Year to Highly Compensated Employees to whose Accounts Excess Aggregate Contributions were made.      (c) A distribution of Excess Aggregate Contributions and income shall be made without the  consent of the Participant or the spouse of the Participant.    (d) The total amount of Excess Aggregate Contributions for the Highly Compensated  Employees for a Plan Year is determined as follows: Highly Compensated Employees with the largest Actual  





 






PROV 20-1 Restatement FINAL    58 Contribution Percentage shall be identified and a determination shall be made as to how much their Actual  Contribution Percentage must be reduced so that the Fund would satisfy the ACP Limit or such Highly Compensated  Employees’ Actual Contribution Percentage will be reduced to equal the Actual Contribution Percentage of the Highly  Compensated Employees with the next highest Actual Contribution Percentage. The procedure described in the  preceding sentence shall be repeated until the Fund would satisfy the ACP Limit.    (e) The total amount of Excess Aggregate Contributions for the Highly Compensated  Employees for a Plan Year shall be distributed as follows:  The Member After-Tax Contributions of the Highly  Compensated Employees with the highest dollar amount shall be reduced by the amount required to cause their  Member After-Tax Contributions to equal the lesser of (1) the dollar amount of the Member After-Tax Contributions  of the Highly Compensated Employees with the next highest dollar amount of Member After-Tax Contributions, or  (2) the amount that, when added to the total dollar amount already distributed under this process, would equal the total  amount of Excess Aggregate Contributions.  This amount along with allocable income determined under Section  23.6(f) shall be distributed to the Highly Compensated Employees for which a reduction was applied.  The procedure  described in the preceding sentence shall be repeated until the Fund distributes the total Excess Aggregate  Contributions of the Highly Compensated Employees, thereby satisfying the ACP Limit.     (f) The income allocable to Excess Aggregate Contributions for the Plan Year in which such  Excess Aggregate Contributions arose and for the period between the end of such Plan Year and the date of  distribution, shall be determined in accordance with Department of Treasury Regulation Section 1.401(m)-2.    23.7 General 401(a)(4) Test.  Where it has been determined by Shell Oil Company that Company  Contributions do not satisfy the nondiscrimination requirements of Section 401(a)(4) of the Code and regulations  issued thereunder for a Tested Plan Year, additional Company Contributions may be made until Company  Contributions satisfy such requirements.  Where additional Company Contributions are credited to a Member’s  Account pursuant to this Section 23.7, earnings shall be credited at the greater of zero percent or the actual positive  rate of return on the Member’s Account for each of the Tested Plan Year and any subsequent Plan Year or any portion  thereof in which the additional Company Contribution is made.  Any such additional Company Contributions, and  any earnings thereon, shall be provided only for individuals who:  (a) are Nonhighly Compensated Employees for such Tested Plan Year,   (b) are Employees at the time such additional Company Contributions are made,   (c) are in a Relevant Rate Group,   (d) have the highest equivalent accrual rates of Nonhighly Compensated Employees, as  determined by Shell Oil Company when testing the Fund for such Tested Plan Year under  Treasury Regulations Section 1.401(a)(4)-8, in the order of such rates beginning with the  highest, and   (e) also have the highest performance code in such Relevant Rate Group at the time such  additional Company Contributions are made, in order of such performance codes beginning  with the highest, effective for a Tested Plan Year commencing on or after January 1, 2001,  where the conditions set forth in subparagraphs (a) through (d) above result in an over- inclusion of Employees eligible for any additional Company Contributions.      ARTICLE 24  MILITARY SERVICE AND HEART ACT REQUIREMENTS   24.1 Notwithstanding any provision of these Regulations to the contrary, contributions, benefits and service  credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code, except for  the optional provisions of Section 414(u)(9) of the Code.    





 






PROV 20-1 Restatement FINAL    59  24.2 Notwithstanding any provision of these Regulations to the contrary, in the case of a Member who dies  while performing qualified military service as defined in Section 414(u) of the Code, the survivors of such Member shall  be entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service)  provided for under these Regulations (if any) had the Member resumed employment and then terminated employment on  account of death, as required by Section 401(a)(37) of the Code.     24.3 Notwithstanding any provision of these Regulations to the contrary, effective for plan years beginning  on or after January 1, 2009, any “differential wage payment” as defined in Section 3401(h)(2) of the Code received by an  Employee from an Employing Company shall be treated as Compensation and 415 Compensation (to the extent that the  Plan does not already provide), and the Plan shall not be treated as failing to meet the requirements of any provision  described in Section 414(u)(1)(A) of the Code by reason of any contribution or benefit which is based upon such  “differential wage payment”.   24.4 Notwithstanding any provision of these Regulations to the contrary, effective for plan years beginning  on or after January 1, 2009, for purposes of Section 401(k)(2)(B)(i)(I) of the Code, a Member shall be treated as having  severed from employment during any period the Member is performing service in the uniformed services described in  Section 3401(h)(2)(A) of the Code.  However, in the event that the Member elects to receive a distribution by reason of  the treatment afforded by this Section 24.4, such Member may not make any Member Contributions to the Fund for a  period of at least 6 months beginning on the date of such distribution.      ARTICLE 25  MINIMUM DISTRIBUTION REQUIREMENTS  25.1 General Rules.    (a) The provisions of this Article will apply for purposes of making required minimum  distributions on and after January 1, 2003.      (b) The requirements of this Article will take precedence over any inconsistent provisions of  these Regulations.      (c) All distributions required under this Article will be determined and made in accordance  with the Treasury Regulations under Section 401(a)(9) of the Code.      (d) Notwithstanding the other provisions of this Article , distributions may be made under a  designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal  Responsibility Act (TEFRA) and the provisions of the Regulations that relate to Section 242(b)(2) of TEFRA.  25.2 Time and Manner of Distribution.    (a) A Participant’s entire interest will be distributed, or begin to be distributed, to such  Participant no later than the Participant’s Required Beginning Date.    (b) If the Participant dies before distributions begin, the Participant’s entire interest will be  distributed, or begin to be distributed, no later than as follows:     (1) If the Participant’s surviving spouse is the Participant’s sole Designated  Beneficiary, then, except as provided in Section 25.6, distributions to the surviving spouse will begin by December  31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of  the calendar year in which the Participant would have attained age 70 1/2, if later.       (2) If the Participant’s surviving spouse is not the Participant’s sole Designated  Beneficiary, then, except as provided in Section 25.6, distributions to the Designated Beneficiary will begin by  December 31 of the calendar year immediately following the calendar year in which the Participant died.  





 






PROV 20-1 Restatement FINAL    60    (3) If there is no Designated Beneficiary as of September 30 of the year following the  year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year  containing the fifth anniversary of the Participant’s death.       (4) If the Participant’s surviving spouse is the Participant’s sole Designated  Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin,  Section 25.2(b), other than Section 25.2(b)(1), will apply as if the surviving spouse were the Participant.    For purposes of this Section 25.2(b) and Section 25.4, unless Section 25.2(b)(4) applies, distributions are considered  to begin on the Participant’s Required Beginning Date.  If Section 25.2(b)(4) applies, distributions are considered to  begin on the date distributions are required to begin to the surviving spouse under Section 25.2(b)(1).      (c) Unless the Participant’s interest is distributed in a single sum on or before the Required  Beginning Date, as of the first Distribution Calendar Year, distributions will be made in accordance with Section 25.3  and Section 25.4.    25.3 Required Minimum Distributions During Participant’s Lifetime.    (a) During the Participant’s lifetime, the minimum amount that will be distributed for each  Distribution Calendar Year is the lesser of:  (1) the quotient obtained by dividing the Participant’s Account Balance by the  distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)- 9 of the Treasury Regulations, using the Participant’s age as of the Participant’s  birthday in the Distribution Calendar Year; or  (2) if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year  is the Participant’s spouse, the quotient obtained by dividing the Participant’s  Account Balance by the number in the Joint and Last Survivor Table set forth in  Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and  spouse’s attained ages as of the Participant’s and spouse’s birthdays in the  Distribution Calendar Year.    (b) Required minimum distributions will be determined under this Section 25.3 beginning with  the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the  Participant’s date of death.    25.4 Required Minimum Distributions After Participant’s Death.    (a) The following rules apply in the event death occurs on or after the date distributions begin.       (1) If the Participant dies on or after the date distributions begin and there is a  Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the  year of the Participant’s death is the quotient obtained by dividing the Participant’s Account balance by the longer of  the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated  Beneficiary, determined as follows:        (A) The Participant’s remaining Life Expectancy is calculated using the age  of the Participant in the year of death, reduced by one for each subsequent year.      (B) If the Participant’s surviving spouse is the Participant’s sole Designated  Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year  after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For  Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the  





 






PROV 20-1 Restatement FINAL    61 surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of  the spouse’s death, reduced by one for each subsequent calendar year.      (C) If the Participant’s surviving spouse is not the Participant’s sole  Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the  beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.     (2) No Designated Beneficiary. If the Participant dies on or after the date distributions  begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death,  the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s  death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life  Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.    (b) The following rules apply in the event death occurs before the date distributions begin.       (1) If the Participant dies before the date distributions begin and there is a Designated  Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the  Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life  Expectancy of the Participant’s Designated Beneficiary, determined as provided in Section 25.4(a).       (2) If the Participant dies before the date distributions begin and there is no  Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of  the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary  of the Participant’s death.     (3) If the Participant dies before the date distributions begin, the Participant’s  surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions  are required to begin to the surviving spouse under Section 25.2(b)(1), this Section 25.4(b) will apply as if the  surviving spouse were the Participant.  25.5 Required Minimum Distributions during Distribution Calendar Years.  The required minimum  distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required  Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required  minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs,  will be made on or before December 31 of that Distribution Calendar Year.    25.6 Election to Allow Designated Beneficiaries to Elect 5-Year Rule.   Designated Beneficiaries may  elect on an individual basis whether the 5-year rule or the life expectancy rule in Section 25.2(b) and Section 25.4(b)  applies to distributions after the death of a Participant who has a Designated Beneficiary.  The election must be made  no later than September 30 of the calendar year in which distribution would be required to begin under Section 25.2(b).   If the Designated Beneficiary does not make an election under this Section 25.6, distributions will be made in  accordance with Section 25.2(b) and Section 25.4(b).    25.7 Election to Allow Designated Beneficiary Receiving Distributions Under the 5-Year Rule to Elect  Life Expectancy Distributions.  A Designated Beneficiary may make a new election to receive payments under the  life expectancy rule until November 1, 2003, provided that all amounts that would have been required to be distributed  under the life expectancy rule for all Distribution Calendar Years before 2004 are distributed by December 31, 2003.    25.8 Special Rules for MRD Suspension in 2009.      Notwithstanding any provision to the contrary, a Participant or Designated Beneficiary who would have been required  to receive required minimum distributions for 2009 but for the enactment of section 401(a)(9)(H) of the Code will not  receive those distributions for 2009 unless the Participant or Designated Beneficiary chooses to receive such  distributions.  Participants and Designated Beneficiaries described in the preceding sentence will be given the  opportunity to elect to receive the distributions described in the preceding sentence, and such distributions will be  





 






PROV 20-1 Restatement FINAL    62 treated as eligible rollover distributions in 2009 for purposes of applying the direct rollover rules of Section 13.1 of  the Regulations.    ARTICLE 26  RECOUPMENT  26.1 Mistakes in Calculation and/or Payment.      If a mistake is made in the calculation or payment of a benefit under the Regulations or the data on which such benefit  is based, benefits shall be adjusted to correct such mistake, and the amount of any overpayment (or underpayment)  made to, on behalf of, or with respect to the Participant or Present Interest Beneficiary shall be restored promptly or,  to the extent of an overpayment that is not promptly restored, shall be deducted from such futures payments as the  Trustees and the Plan Administrator shall direct or shall be otherwise recouped from money and assets in the hands  of, or under the control of, any such direct or indirect recipient.      26.2 Obligation to Cooperate Fully.      If a mistake is made, the Participant, Present Interest Beneficiary, and/or such estate, legal representative, or other  person as shall have directly or indirectly received any overpayment shall cooperate fully with the Trustees and Plan  Administrator to correct any mistakes by, among other things, promptly restoring overpayments to the Fund and  making arrangements to restore as soon as possible any overpayments which, in the judgment of the Trustees and Plan  Administrator, cannot be restored right away.      26.3 Offset Authority.      The Plan Administrator may correct overpayments due to calculation, payment, and other mistakes by offsetting all  or a part of the Account or one or more future payments by up to 100 percent of the future payment amount.  Where  the Plan Administrator takes extraordinary steps to recover overpayments, the Participant, Present Interest Beneficiary,  and/or other persons who directly or indirectly received the overpayment may also be required to restore to the Fund  expenses incurred in connection with the Plan Administrator’s recoupment efforts, including but not limited to costs  of investigation, filing fees, court costs, and attorneys’ fees.      26.4 Exceptions to Recoupment Efforts.      The Trustees and Plan Administrator need not pursue recoupment efforts to the extent an overpayment is small and  not required to be recovered under the correction principles of the Employee Plans Compliance Resolution System  (or similar subsequent guidance) or to the extent an overpayment is timely repaid or otherwise restored to the Fund.        ARTICLE 27  ROTH ELECTIVE DEFERRALS   27.1 General Application.  (a) This Article will apply to assets transferred into the Fund in connection with the merger of  the East Resources Retirement Savings Plan into the Fund on or about November 30, 2012, that were attributable to  the “Roth Deferral Account” in the East Resources Retirement Savings Plan and credited to the Member Roth 401(k)  Subaccount established under the Fund, and such Subaccount’s allocable portion of net gains and losses.    Effective  on and after January 1, 2015, this Article will also apply to Member Roth 401(k) Contributions which shall be credited  to the Member Roth 401(k) Subaccount established under the Fund, and such Subaccount’s allocable portion of net  gains and losses.    (b) Prior to January 1, 2015, the Fund will not accept Roth Elective Deferrals except for the  amounts transferred into the Fund as indicated in Section 27.1(a) above. Effective on and after January 1, 2015, the  





 






PROV 20-1 Restatement FINAL    63 Fund will accept Roth 401(k) Contributions. The Member Roth 401(k) Subaccount will be maintained as a separate  account as described in Section 27.2 below.  (c) Unless specifically stated otherwise, amounts in the Member Roth 401(k) Subaccount will  be treated as elective deferrals for all purposes under the Fund.  27.2 Separate Accounting.  (a) Withdrawals of Roth Elective Deferrals will be debited to the Member Roth 401(k)  Subaccount maintained for each Participant.  (b) The Fund will maintain a record of the amount of Roth Elective Deferrals in each  Participant’s Account.  (c) Gains, losses, and other credits or charges must be separately allocated on a reasonable and  consistent basis to each Participant’s Member Roth 401(k) Subaccount and the Participant’s other Subaccounts under  the Fund.  (d) No contributions (other than Roth Elective Deferrals and properly attributable earnings)  will be credited to each Participant’s Member Roth 401(k) Subaccount.    ARTICLE 28  ROTH IN-PLAN CONVERSION    28.1 Roth-In Plan Conversion in General.    Effective on and after January 1, 2015, a Distributee shall be eligible to make a Roth In-Plan Conversion.     28.2 Crediting of Roth-In Plan Conversion Amounts.    Roth In-Plan Conversion amounts shall be credited pursuant to the following:      (a) A Roth In-Plan Conversion from the following Subaccounts will be directly rolled into  the Distributee’s Roth Conversion Unrestricted Sources Subaccount:       (1) Member After-Tax Subaccount;        (2) Prior Plan Fully Vested Match Subaccount;       (3) Prior Plan Company Contribution Subaccount;       (4) After-Tax Rollover Subaccount; and       (5) Pre-Tax Rollover Subaccount.      (b) A Roth In-Plan Conversion from the following Subaccounts will be directly rolled into  the Distributee’s Roth Conversion Restricted Sources Subaccount:     (1) Company Contribution Subaccount;     (2) QNEC Subaccount; and     (3) Prior Plan Scheduled Vesting Match Subaccount.  





 






PROV 20-1 Restatement FINAL    64     (c) A Roth In-Plan Conversion from the following Subaccounts will be directly rolled into  the Distributee’s Roth Conversion Member Pre-Tax Sources Subaccount:     (1) Member Pre-Tax Subaccount; and     (2) Member Catch-Up Subaccount.    28.3 Separate Accounting.   (a) Gains, losses, and other credits or charges must be separately allocated on a reasonable and  consistent basis to each Distributee’s Designated Roth Subaccounts under the Fund.  (b) No contributions will be credited to a Distributee’s Designated Roth Subaccounts (other  than the Member Roth 401(k) Subaccount and the Roth Rollover Subaccount) except as provided by this Article 28.   28.4 Withdrawal Rights.    (a) A Distributee may at any time, notwithstanding the restrictions on withdrawals set forth in  Article 10, withdraw any Roth In-Plan Conversion amounts directly rolled into the Roth Conversion Unrestricted  Sources Subaccount pursuant to this Article 28 and attributable to amounts from the Subaccounts identified under  Section 28.2(a) of the Regulations.   (b) Upon completion of a Roth In-Plan Conversion, a Distributee shall retain any optional  forms of benefit as required under Section 411(d)(6) of the Code.  Such distribution rights are not eliminated solely  as a result of a Roth In-Plan Conversion.     28.5 Investment of Roth In-Plan Conversion Amounts.  Roth In-Plan Conversion amounts shall be invested in the same Investment Offerings in which such amounts were  invested immediately prior to the Roth In-Plan Conversion.   





 






PROV 20-1 Restatement FINAL Sched.A--65    SCHEDULE A    CONTRIBUTING COMPANIES      SHELL OIL COMPANY   EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US  PECTEN MIDDLE EAST SERVICES COMPANY LIMITED  PECTEN PRODUCING COMPANY   PENNZOIL-QUAKER STATE COMPANY d/b/a SOPUS PRODUCTS  SHELL CATALYSTS & TECHNOLOGIES US LP  SHELL CHEMICAL LP  SHELL DOWNSTREAM INC.   SHELL ENERGY RESOURCES COMPANY   SHELL EXPATRIATE EMPLOYMENT US INC.  SHELL EXPLORATION & PRODUCTION COMPANY  SHELL GLOBAL SOLUTIONS (US) INC.  SHELL INFORMATION TECHNOLOGY INTERNATIONAL INC.  SHELL INTERNATIONAL EXPLORATION AND PRODUCTION INC.  SHELL MARINE PRODUCTS (US) COMPANY  SHELL NORTH AMERICA GAS & POWER SERVICES COMPANY  SHELL OFFSHORE INC.   SHELL OIL PRODUCTS COMPANY LLC  SHELL PIPELINE COMPANY LP  SHELL TRADEMARK MANAGEMENT INC.  SHELL TRADING NORTH AMERICA COMPANY  SHELL TRADING RISK MANAGEMENT, LLC  SHELL TRADING SERVICES COMPANY  SHELL TRADING (US) COMPANY  SHELL US GAS & POWER LLC  SHELL WINDENERGY SERVICES INC.  SOPC SOUTHEAST INC.  SWEPI LP  





 






PROV 20-1 Restatement FINAL Sched.B--66    SCHEDULE B    SPECIAL RULES APPLICABLE TO CERTAIN GROUPS OF PARTICIPANTS    This Schedule sets forth special benefit and service rules applicable to certain groups of Participants and shall  apply notwithstanding anything in the Plan to the contrary.  This Schedule includes the following parts:    B-1 Transfer of Funds from the Shell Employee Stock Ownership Plan     B-2 Rollover of Distributed Funds from Kernridge Savings Plan     B-3 Assets Transferred from the Siemens Savings Plan     B-4 Merger of CRI Group Savings and Profit Sharing Plans     B-5 Grant of Past Service Credit to Willow Island Employees     B-6 Grant of Past Service Credit to Alliance Company Employees     B-7 Assets Transferred from the Pennzoil-Quaker State Company Savings and Investment Plan and the  Pennzoil-Quaker State Company Savings and Investment Plan for Hourly Employees     B-8 Merger of Shell Trading Savings Plan     B-9 Grant of Past Service Credit to PQS Company Employees and JLI Company Employees     B-10 Merger of Shell Pay Deferral Investment Fund     B-11 Merger of the Pennzoil-Quaker State Company Savings and Investment Plan    B-12 Grant of Past Service Credit to East Resources Management, LLC Employees      B-13 Merger of the East Resources Retirement Savings Plan    B-14 Grant of Past Service Credit to Chesapeake Exploration, L.L.C. Employees    B-15 BG Group plc Acquisition and Merger of the BG US Services, Inc. Savings and Investment Plan    B-16 Motiva Joint Venture Separation and Trust-to-Trust Transfer        





 






PROV 20-1 Restatement FINAL Sched.B--67    SCHEDULE B-1    TRANSFER OF FUNDS FROM THE   SHELL EMPLOYEE STOCK OWNERSHIP PLAN     Section 1.  Transfer of Undistributed Accounts.       In connection with the termination of the Shell Employee Stock Ownership Plan (the “SESOP”), the undistributed  accounts thereunder of Members and former Members shall be transferred directly to the Fund, consistent with  Article 11.9 of the SESOP regulations, including the six-month provision of such Article 11.9.   Section 2.  Mapping of Company and Member Contributions.    Cash and ordinary shares of Royal Dutch Petroleum Company attributable to contributing company  contributions under the SESOP shall be initially transferred to the Royal Dutch Stock Fund hereunder and  shall thereafter be subject to transfer to the other Optional Funds in accordance with the terms of the  Regulations.  Ordinary shares of Royal Dutch Petroleum Company attributable to member contributions  under the SESOP shall be converted to cash and, together with all other amounts attributable to member  contributions thereunder, shall be initially transferred to the Thrift Fund, and shall thereafter be subject to  transfer to the other Optional Funds (with the exception of the Royal Dutch Stock Fund) in accordance with  the terms of the Regulations.   Section 3.  Treatment of SESOP Member Contributions.    For purposes of Section 10.2 concerning the right to withdraw Member contributions, SESOP member  contributions which are transferred to this Fund shall be treated as amounts paid into this Fund by the Member.  Section 4.  Governing Rules.       Amounts transferred to this Fund from the SESOP shall be governed by the terms of the Regulations and Trust  Agreement and shall not be subject to the requirements of Sections 409 and 401(a)(28) of the Code or of the  SESOP regulations and trust agreement.   





 






PROV 20-1 Restatement FINAL Sched.B--68    SCHEDULE B-2    ROLLOVER OF DISTRIBUTED FUNDS FROM KERNRIDGE SAVINGS PLAN     Section 1.  Investment of Rollover Amounts.       The Fund may receive on behalf of participants in the Savings Plan for Covered Former Employees of Kernridge Oil  Company (the “Kernridge Savings Plan”) the entire amount of the December 31, 1990 distribution (excluding  participant contributions) to such participants from such plan.  This amount initially shall be deposited to the Thrift  Fund and thereafter shall be available for transfer to the other Optional Funds (with the exception of the Royal Dutch  Stock Fund prior to November 24, 1997) in accordance with the terms of the Regulations.     Section 2.  Investment Restrictions.    (a) Prior to November 24, 1997, each such participant can transfer to his Royal Dutch Stock Account from any  other Optional Fund Accounts only when the combined value of the company contributions to his other  Optional Fund Accounts plus the earnings thereon is at least equal to the value of such participant’s rolled- over amount plus all earnings thereon as calculated in accordance with this paragraph. Prior to November 24,  1997, only that amount in the participant’s other Optional Fund Accounts which is in excess of the value of  the rolled-over amount plus earnings thereon (as calculated in accordance with this paragraph) may be  transferred to the Royal Dutch Stock Fund.  For the purpose of determining the amount which cannot be  transferred by such a participant from his other Optional Funds, earnings on the rolled-over amount shall be  calculated prospectively, at least annually, as if the rolled-over amount were invested in the Thrift Fund.    (b) The restriction on transfer described in Section 2(a) of this Schedule B-2 is to be used only to determine the  amounts which may be transferred from a participant’s other Optional Fund Accounts to his Royal Dutch  Stock Account and is not intended to require the participant to maintain a minimum balance in his other  Optional Fund Accounts.    Section 3.  Governing Rules.    Amounts rolled over to this Fund from the Kernridge Savings Plan shall be governed by the applicable terms of the  Regulations and Trust Agreement for the Fund.    





 






PROV 20-1 Restatement FINAL Sched.B--69    SCHEDULE B-3    ASSETS TRANSFERRED FROM THE SIEMENS SAVINGS PLAN    Section 1.  Definitions.    For purposes of this Schedule B-3, the following terms shall have the meanings given below:  (a) “Former Siemens Solar Employee” shall mean any participant in the Siemens Savings Plan as of January 1,  2002, who was:  (1) an active employee of Siemens Solar Industries L.P. (“SSI”) as of December 31, 2001,  (2) an employee of SSI as of the Closing Date of the Siemens Solar Transaction, including an  employee on an employer authorized leave of absence or receiving short-term or long-term  disability benefits, or  (3) a retired or vested terminated employee of SSI as of the Closing Date, and  with respect to whom assets were transferred from the Siemens Savings Plan to the Fund.  (b) “Siemens Savings Plan” shall mean the Siemens Savings Plan as sponsored by the Siemens Corporation as  of the Closing Date.  (c) “Siemens Solar Transaction” shall mean that transaction described in that Framework Agreement dated  February 20, 2001, by and between Siemens Aktiengesellschaft, Shell Erneuerbare Energien GmbH, and  E.ON Energie Ag.   (d) “Closing Date” shall mean April 3, 2001.  Section 2.  Account Crediting.    (a) Account balances transferred from the Siemens Savings Plan pursuant to the Siemens Solar Transaction,  other than amounts attributable to salary reduction contributions made under such plan, shall be credited to  the respective accounts established hereunder for the benefit of Former Siemens Solar Employees.  Such  Former Siemens Solar Employees or their beneficiaries thereunder shall be fully vested in all amounts  credited to their accounts in connection with such transfer.  The Plan Administrator may establish such  special transitional rules as he deems appropriate in connection with such transfer of assets.    (b) That portion of a Former Siemens Solar Employee’s account balance under the Siemens Savings Plan as of  December 31, 2001, attributable to employer matching contributions under the Siemens Savings Plan shall  be credited to his Prior Plan Fully Vested Match Subaccount separate account hereunder on behalf of such  Former Siemens Solar Employee (sometimes referred to herein as “Prior Plan Fully Vested Match  Subaccount”).  A Former Siemens Solar Employee’s investment directions for his employer contributions  account shall also be applicable to such special account.  Section 3.  Service Crediting.    Each Former Siemens Solar Employee shall be credited as of January 1, 2002, with Participation Service and  Accredited Service equal to the amount of service credited to such Former Siemens Solar Employee for vesting  purposes under the terms of the Siemens Savings Plan as of December 31, 2001.    





 






PROV 20-1 Restatement FINAL Sched.B--70    SCHEDULE B-4    MERGER OF CRI GROUP SAVINGS AND PROFIT SHARING PLANS    Section 1.  Definitions.    For purposes of this Schedule B-4, the following terms shall have the meanings given below:  (a) “CRI Profit Sharing Account” shall mean, for a given CRI Profit Sharing Participant, the amount, if any,  accrued as of July 31, 2003, in his account in the CRI Group Profit Sharing Plan.  (b) “CRI Profit Sharing Participant” shall mean a person participating in the CRI Group Profit Sharing Plan  as of July 31, 2003.  (c) “CRI Savings Accounts” shall mean, for a given CRI Savings Participant, the amount, if any, accrued as of  December 31, 2002, in his matching, rollover, and post-tax accounts in the CRI Group Savings Plan.    (d) “CRI Savings Participant” shall mean a person participating in the CRI Group Savings Plan as of  December 31, 2002.  Section 2.  Transfer of Accounts.    (a) A CRI Savings Participant shall have his CRI Savings Account transferred to the Fund as of January 1, 2003,  by virtue of the merger of the accounts of all CRI Savings Participants into the Fund as of January 1, 2003.    (b) A CRI Profit Sharing Participant shall have his CRI Profit Sharing Account transferred to the Fund as of  August 1, 2003, by virtue of the merger of the accounts of all CRI Profit Sharing Participants into the Fund  as of August 1, 2003.    Section 3.  Vesting of Matching Subaccount.    A CRI Savings Participant shall be fully vested in all amounts credited to the matching subaccount of his CRI Savings  Account as of December 31, 2002, in connection with the plan merger.      





 






PROV 20-1 Restatement FINAL Sched.B--71    SCHEDULE B-5  GRANT OF PAST SERVICE CREDIT TO WILLOW ISLAND EMPLOYEES    Section 1.  Definitions.    For purposes of this Schedule B-5, the following terms shall have the meanings given below:  (a) “Cytec Savings Plan” shall mean the Cytec Employees’ Savings and Profit Sharing Plan established and  maintained by Cytec Industries Inc. for, among others, employees of its Willow Island Plant.    (b) “Option” shall mean the option granted to CRI International, Inc. to acquire the Willow Island Plant from  Cytec Industries Inc.    (c) “Willow Island Employee” shall mean a person formerly employed by Cytec Industries Inc. at its Willow  Island Plant who became an employee of a Contributing Company in connection with the exercise of the  Option.    (d) “Willow Island Plant” shall mean the manufacturing facility at Willow Island, West Virginia.    Section 2.  Grant of Past Service Credit.    As of September 1, 2003, each Willow Island Employee shall be credited with Participation Service and Accredited  Service equal to the amount of service credited to such employee for purposes of vesting and eligibility to participate  under the Cytec Savings Plan.    





 






PROV 20-1 Restatement FINAL Sched.B--72    SCHEDULE B-6    GRANT OF PAST SERVICE CREDIT TO ALLIANCE COMPANY EMPLOYEES    Section 1.  Definitions.    For purposes of this Schedule B-6, the following terms shall have the meanings given below:    (a) “Alliance Companies” shall mean Equilon Enterprises LLC, Motiva Enterprises LLC, Equiva Services  LLC, Equiva Trading Company, or Shell Pipeline Company LP (formerly doing business as Equilon  Pipeline Company LLC).  (b) “Alliance Savings Plan” shall mean that certain defined contribution pension plan sponsored by the Alliance  Companies for their employees from April 1, 1999, to July 11, 2003.  (c) “Alliance Company Employee” means an employee of an Alliance Company for all or any part of the  period between April 1, 1999, and December 31, 2002, (1) who was an employee of Equilon Enterprises  LLC or Shell Pipeline Company LP on and immediately before January 1, 2003, the date on which each  such company became a Contributing Company; or (2) who became an Employee of a Contributing  Company immediately following such employee’s termination of employment with an Alliance Company  and on or before January 1, 2003.  Section 2.  Grant of Past Service Credit.    As of January 1, 2003 (or as of such earlier date that an Alliance Company Employee became an Employee of a  Contributing Company), each Alliance Company Employee shall be credited with Participation Service and  Accredited Service equal to the benefit service credited to such employee under the Alliance Savings Plan, but only  to the extent such benefit service has not already been credited for such purposes under the Regulations.    





 






PROV 20-1 Restatement FINAL Sched.B--73    SCHEDULE B-7    ASSETS TRANSFERRED FROM THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND  INVESTMENT PLAN AND THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND  INVESTMENT PLAN FOR HOURLY EMPLOYEES    Section 1.  Definitions.    For purposes of this Schedule B-7, the following terms shall have the meanings given below:    (a) “Former PQS Participant” shall mean any individual who met each of the following characteristics:    (1) transferred employment directly from a company participating in one of the Relevant Plans to  a Contributing Company  during the period October 1, 2002, to November 1, 2004, or was an  employee of Pennzoil-Quaker State Company on and immediately before January 1, 2004, the  day in which such company became a Contributing Company, and  (2) as of November 2, 2004, was not employed by  Jiffy Lube International, Inc., Q Lube, Inc., or  Pennzoil-Quaker State International Corporation.      (b) “Relevant Plans” means the Pennzoil-Quaker State Company Savings and Investment Plan  and  the  Pennzoil-Quaker State Company Savings and Investment Plan for Hourly Employees.  Section 2.  Subaccounts Credited.    (a) In connection with the transfer of assets from the Relevant Plans on or about December 23, 2004, account  balances---other than amounts attributable to salary reduction contributions including catch-up contributions  made under the Relevant Plans and other than assets in the form of loans transferred to the Shell Pay Deferral  Investment Fund---shall be credited to the respective subaccounts established herein for the benefit of  Former PQS Participants.  The Plan Administrator may establish such special transitional rules as he deems  appropriate in connection with such transfer of assets.    (b) Notwithstanding the above, assets transferred from the Relevant Plans that were separately accounted for in  sources designated:    (1) as either the “Company Match Account” or the “Company Match Vested Account” in the  PQS Administrative Manual as of November 2004, shall be credited to the Prior Plan Company  Contribution Subaccount established under the Fund;    (2) as the “Prior Employer Match Account,” the “Prior Plan Match Account,” the “Prior Plan  P/S Account,” or the “Prior Plan ESOP Account” in the PQS Administrative Manual as of  November 2004, shall be credited to the Pre-Tax Rollover Subaccount established under the  Fund; or    (3) as either the “Safe Harbor Match Account” or the “Prior Company Match Account” in the  PQS Administrative Manual as of November 2004, shall be credited to the Company  Contribution Subaccount established under the Fund.      





 






PROV 20-1 Restatement FINAL Sched.B--74    SCHEDULE B-8    MERGER OF SHELL TRADING SAVINGS PLAN    Section 1.  Subaccounts Credited.    (a) In connection with the merger and transfer of assets from the Shell Trading Savings Plan into the Fund on  or about December 29, 2004, account balances---other than amounts attributable to salary reduction  contributions including catch-up contributions made under the Shell Trading Savings Plan and other than  assets in the form of loans transferred to the Shell Pay Deferral Investment Fund---shall be credited to the  respective subaccounts established herein.  The Plan Administrator may establish such special transitional  rules as he deems appropriate in connection with such transfer of assets.    (b) Notwithstanding the above, assets transferred from the Shell Trading Savings Plan that were credited to   (1) the “Alliance Company Contribution Account” in such plan shall be credited to the Prior  Plan Company Contribution Subaccount established under the Fund;    (2) the “Matching Account” in such plan shall be credited to the Company Match Account and  shall be subject to the vesting schedule as described in Schedule D;    (3) the “LEDCO Account” in such plan shall be credited to the Company Contribution Subaccount  established under the Fund.      





 






PROV 20-1 Restatement FINAL Sched.B--75    SCHEDULE B-9    GRANT OF PAST SERVICE CREDIT TO PQS COMPANY EMPLOYEES AND JLI COMPANY  EMPLOYEES    Section 1.  Definitions.    For purposes of this Schedule B-9, the following terms shall have the meanings given below:    (a) “JLI” means Jiffy Lube International, Inc.     (b) “JLI Company Employee” means an employee of JLI, PQS International, or QLube who becomes an  Employee of Pennzoil-Quaker State Company or another Contributing Company immediately following  such employee’s termination of employment with JLI, PQS International, or QLube after January 1, 2004.     (c) “PQS Company Employee” means (1) an employee of Pennzoil-Quaker State Company on and  immediately before January 1, 2004, the date on which such company became a Contributing Company; or  (2) an employee of Pennzoil-Quaker State Company who, on or before January 1, 2004, became an  Employee of a Contributing Company immediately following such employee’s termination of employment  with Pennzoil-Quaker State Company on or after October 1, 2002.  (d) “PQS International” means Pennzoil-Quaker State International Corporation.     (e) “PQS Savings Plans” means the Pennzoil-Quaker State Company Savings and Investment Plan (as  amended and restated effective January 1, 2001, and as subsequently amended) and the Pennzoil-Quaker  State Company Savings and Investment Plan for Hourly Employees (as amended and restated effective  January 1, 2001, and as subsequently amended).  Such term shall include any tax-qualified employee benefit  plan into which any of the foregoing is merged or any other tax-qualified successor plan.    (f) “QLube” means Q Lube, Inc.     Section 2.  Service Credited.    Effective January 1, 2004, the date on which Pennzoil-Quaker State Company became a Contributing Company, (or  as of such earlier date that a PQS Company Employee became an Employee of a Contributing Company), each PQS  Company Employee shall be credited with Participation Service and Accredited Service equal to the service credited  to such employee under the PQS Savings Plans, but only to the extent such service has not already been credited to  him for such purposes under the Regulations of this Fund.  Effective as of the date on or after January 2, 2004, that a  JLI Company Employee became an Employee of a Contributing Company, such JLI Company Employee shall be  credited with Participation Service and Accredited Service equal to the service credited to such employee under the  PQS Savings Plans, but only to the extent such service has not already been credited to him for such purposes under  the Regulations.     





 






PROV 20-1 Restatement FINAL Sched.B – 76    SCHEDULE B-10    MERGER OF SHELL PAY DEFERRAL INVESTMENT FUND    Section 1.  Subaccounts Credited.    In connection with the merger of the Shell Pay Deferral Investment Fund into the Fund on or about June 18, 2007, account  balances attributable to elective deferrals and qualified non-elective contributions and to catch-up contributions made under  the Shell Pay Deferral Investment Fund shall be credited to the respective subaccounts in accordance with Section 14 of  the Regulations.  The Plan Administrator may establish such special transitional rules as he deems appropriate in  connection with such transfer of assets.    Section 2.  Interpretation of Amended and Restated Regulations and Trust Agreement.    Effective June 18, 2007, upon the merger of the Shell Pay Deferral Investment Fund into this Fund, the Regulations  and Trust Agreement have been amended and restated to reflect: the merger; the addition of an automatic enrollment  feature, Member Pre-Tax Contributions, Member Catch-Up Contributions, Hardship Withdrawals, new Tier III  Investment Offerings, managed account, and the self-directed brokerage feature known as BrokerageLink; and the  new Default Funds.  Except with respect to these changes, Shell Oil Company does not intend to alter the Contributions  and benefits available hereunder, the rights and entitlements thereto, or the limitations thereon.  The Plan  Administrator and the Trustees shall interpret the Regulations and Trust Agreement accordingly.  Shell Oil Company  reserves the right to correct any scrivener’s errors as permitted by applicable law.          





 






PROV 20-1 Restatement FINAL Sched.B – 77    SCHEDULE B-11    MERGER OF THE PENNZOIL-QUAKER STATE COMPANY SAVINGS AND INVESTMENT PLAN    Section 1.  Subaccounts Credited.    (a) In connection with the merger and transfer of assets from the Pennzoil-Quaker State Company Savings and  Investment Plan into the Fund on or about June 26, 2009, account balances shall be credited to the respective  subaccounts in accordance with Section 14 of the Regulations.  The Plan Administrator may establish such  special transitional rules as he deems appropriate in connection with such transfer of assets.    (b) Notwithstanding the above, assets transferred from the Pennzoil-Quaker State Company Savings and Investment   Plan that were credited to   (1) the “QNEC Account” in such plan shall be credited to the QNEC Subaccount established under the  Fund;    (2) the “Company Match Account” in such plan shall be credited to the Prior Plan Company  Contribution Subaccount established under the Fund;    (3) the “Employer Match Account” in such plan shall be credited to the Company Contribution  Subaccount established under the Fund;  (4) the “Prior Plan ESOP Account” in such plan shall be credited to the Prior Plan Fully Vested  Subaccount established under the Fund;  (5) the “Prior Plan Profit Sharing Account” in such plan shall be credited to the Prior Plan Fully Vested  Subaccount established under the Fund;   (6) the “Hourly Match Account” in such plan shall be credited to the Prior Plan Company Contribution  Subaccount established under the Fund; and  (7) the “Uncashed Checks Account” in such plan shall be credited to the Previously Distributed  Subaccount established under the Fund.    





 






PROV 20-1 Restatement FINAL Sched.B – 78    SCHEDULE B-12    GRANT OF PAST SERVICE CREDIT TO EAST RESOURCES   MANAGEMENT, LLC EMPLOYEES      Section 1.  Definitions.    For purposes of this Schedule B-12, the following terms shall have the meanings given below:    (a) “East Resources Retirement Savings Plan” shall mean that certain defined contribution pension plan sponsored  by the East Resources Management, LLC for their employees.  (b) “East Resources Management, LLC Employee” means an employee of East Resources Management, LLC  between July 29, 2010, and December 31, 2010, inclusive, who became an Employee of a Contributing Company  on or before January 1, 2011, immediately following such employee’s termination of employment with East  Resources Management, LLC.  Section 2.  Grant of Past Service Credit.    As of January 1, 2011, each East Resources Management, LLC Employee shall be credited with Participation Service and  Accredited Service equal to the benefit service credited to such employee under the East Resources Retirement Savings  Plan between July 29, 2010, and December 31, 2010, inclusive, but only to the extent such benefit service has not already  been credited for such purposes under the Regulations.  In addition, as of January 1, 2011, each East Resources  Management, LLC Employee shall be credited with Participation Service equal to the benefit service credited to such  employee under the East Resources Retirement Savings Plan before July 29, 2010, but only to the extent such benefit  service has not already been credited for such purposes under the Regulations.      





 






PROV 20-1 Restatement FINAL Sched.B – 79    SCHEDULE B-13    MERGER OF THE EAST RESOURCES RETIREMENT SAVINGS PLAN    Section 1.  Subaccounts Credited.    (a) In connection with the merger and transfer of assets from the East Resources Retirement Savings Plan into the  Fund on or about November 30, 2012, account balances shall be credited to the respective Subaccounts in  accordance with Article 14 of the Regulations.  The Plan Administrator may establish such special transitional  rules as he deems appropriate in connection with such transfer of assets.    (b) Notwithstanding the above, assets transferred from the East Resources Retirement Savings Plan that were  credited to:  (1) the “Employer Match Account” in such plan shall be credited to the Prior Plan Scheduled Vested  Match Subaccount established under the Fund;  and  (2) the “Roth Deferral Account” in such plan shall be credited to the Member Roth 401(k) Subaccount  established under the Fund.      





 






PROV 20-1 Restatement FINAL Sched.B – 80    SCHEDULE B-14    GRANT OF PAST SERVICE CREDIT TO   CHESAPEAKE EXPLORATION, L.L.C. EMPLOYEES      Section 1.  Definitions.    For purposes of this Schedule B-14, the following terms shall have the meanings given below:    (a) “Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan” shall mean that certain defined  contribution pension plan sponsored by Chesapeake Exploration, L.L.C. and its affiliates for their employees.  (b) “Chesapeake Exploration, L.L.C. Employee” means an employee of Chesapeake Exploration, L.L.C. on or  before January 31, 2013, who becomes an Employee of a Contributing Company on February 1, 2013, following  such employee’s termination of employment with Chesapeake Exploration, L.L.C.  Section 2.  Grant of Past Service Credit.      As of February 1, 2013, each Chesapeake Exploration, L.L.C. Employee shall be credited with Participation Service  equal to the benefit service credited to such employee under the Chesapeake Energy Corporation Savings and  Incentive Stock Bonus Plan before February 1, 2013, up to a maximum of one year of Participation Service, but only  to the extent such benefit service has not already been credited for such purposes under the Regulations.       





 






PROV 20-1 Restatement FINAL Sched.B – 81        SCHEDULE B-15    BG Group plc Acquisition and Merger of the BG US Services, Inc. Savings and Investment Plan    1. Acquisition.  On February 15, 2016, Royal Dutch Shell plc completed its acquisition of BG  Group plc.  No prior service credit is granted hereunder in connection with such acquisition.    2. Plan Merger.    a. Balance Crediting.  In connection with the merger and transfer of assets from the BG US  Services, Inc. Savings and Investment Plan (for purposes of this Schedule B-15, the “BG  Savings Plan”) into the Fund on or about May 1, 2018, account balances shall be credited to  the respective Subaccounts in accordance with Article 14 of the Regulations.  The Plan  Administrator may establish such special transitional rules as he deems appropriate in  connection with such transfer of assets.    Notwithstanding the above, assets transferred from the BG Savings Plan that were credited to:  (i) the “Employer Profit Sharing Contributions” subaccount in such plan shall be  credited to the Prior Plan Scheduled Vesting Match Subaccount established under  the Fund, and such assets and any subsequent earnings thereon shall remain subject  to the service crediting, vesting, forfeiture, restoration, and break-in-service rules of  the BG Savings Plan as in effect on April 30, 2018 (subject to such modifications as  may be required by law thereafter); and  (ii) the “Matching Contributions” subaccount in such plan shall be credited to the  Company Contribution Subaccount.  b. Qualified Reservist Distributions.  A former participant in the BG Savings Plan shall be  entitled to request a qualified reservist distribution.  A qualified reservist distribution means  any distribution to such an individual where (i) such distribution is of amounts attributable  to “Elective Deferrals” originally credited to such individual under the BG Savings Plan  (which could include “Pre-Tax Elective Deferrals,” “Roth Elective Deferrals,” and “Catch- up Contributions” under the BG Savings Plan), (ii) such individual was ordered or called  to active duty for a period in excess of 179 days or for an indefinite period, and (iii) such  distribution is made during the period beginning on the date of such order or call and ending  at the close of the active duty period. Such an individual must have been ordered or called  to active duty after September 11, 2001.  c. BG Savings Plan Loans.  A loan outstanding under the BG Savings Plan on April 30, 2018,  shall continue following the merger of the BG Savings Plan into the Fund, even if  continuance of such a loan would cause the Borrower to have more than two (2) loans  under the Fund upon the merger of the BG Savings Plan into the Fund on May 1, 2018.  In  addition, for clarity, from and after May 1, 2018, a continued BG Savings Plan loan shall  be counted in determining if a new loan under the Fund would cause the Borrower to  exceed the two (2) loan limit set forth in Section 11.3(h) of the Regulations.         





 






PROV 20-1 Restatement FINAL Sched.B – 82    SCHEDULE B-16    Motiva Joint Venture Separation and Trust-to-Trust Transfer  SOPC Holdings East LLC, Saudi Refining, Inc. (“SRI”), and Aramco Financial Services Company, being all of the  members of Motiva Enterprises LLC, entered into that certain Separation and Distribution Agreement (the “SDA”),  pursuant to which a joint venture separation will occur.  In connection with the SDA, Equilon Enterprises LLC (d/b/a Shell  Oil Products US) and SRI, as the shareholders of Motiva Company, entered into that certain Employee Matters Agreement  (the “EMA”).  Pursuant to the EMA, certain employees of Motiva Company, a contributing company in the Shell Provident  Fund, will transfer employment directly to a wholly-owned subsidiary of Motiva Company, and full ownership of that  subsidiary will transfer to SRI.  Upon the closing of the joint venture separation contemplated by the SDA on May 1, 2017 (the “Closing  Date”), and pursuant to the provisions of the EMA, the following assets shall be transferred from the Shell  Provident Fund trust to the trust of the Motiva 401(k) and Savings Plan sponsored by Motiva Enterprises LLC:   the assets underlying the Account balances (including any unvested balances, outstanding loan balances and  forfeitures) held in the trust of the Shell Provident Fund with respect to employees of Motiva Company who  transfer employment directly to a wholly-owned subsidiary of Motiva Company on the date of the Closing and who  participate in the Shell Provident Fund (the “Motiva Transferred Employees”).  Such transfer shall be in the form of  cash or cash equivalents, except that (a) assets in the Royal Dutch Shell Stock Fund shall be transferred in- kind, (b) outstanding participant loan balances shall be transferred in-kind, and (c) reasonable efforts shall be  taken to have Tier IV Fund assets transferred in-kind.  Each Motiva Transferred Employee shall cease active  participation hereunder on the Closing Date, and upon the completion of such transfer of assets with respect to a  Motiva Transferred Employee, the Fund shall have no liability to such Motiva Transferred Employee with respect to  his or her prior participation in the Fund.  This transfer shall be implemented in accordance with the terms of the Fund,  including Section XIX of the Trust Agreement, and applicable law.    Notwithstanding any provision hereof to the contrary, (a) consistent with past practice, a Motiva Transferred Employee  may elect to have a Valid Direct Rollover Contribution made to the Fund in a direct rollover as provided in Section  13.2, and (b) in the event that a Motiva Transferred Employee is later reemployed as an Employee of a Contributing  Company, the Fund shall recognize all Accredited Service credited to the Motiva Transferred Employee prior to the  transfer of assets contemplated by this Schedule B-16.           





 






PROV 20-1 Restatement FINAL Sched.C – 83    SCHEDULE C    [RESERVED]    





 






PROV 20-1 Restatement FINAL Sched.D – 84    SCHEDULE D    SPECIAL VESTING PROVISIONS     1. Vesting in Prior Plan Scheduled Vesting Match Subaccount.  A Member shall have a nonforfeitable  right to his Prior Plan Scheduled Vesting Match Subaccount in accordance with the vesting schedule below, except  that a Member who dies or who terminates his employment after attaining age 65 or qualifying for a disability pension  under the Shell Pension Plan (but disregarding the condition that an employee have at least 15 years of accredited  service) shall be 100% vested on such event:     Completed Years   of       Participation Service      Nonforfeitable     Percentage     Less than 1 year 0%   1 year 20%   2 years 40%   3 years 60%   4 years 80%   5 years 100%      A Member who terminates employment prior to attaining a 100% nonforfeitable percentage shall  forfeit the non-vested portion of his Prior Plan Scheduled Vesting Match Subaccount.  The amount forfeited shall be  allocated as a forfeiture in accordance with Paragraph 2 below.      If a Member’s account is restored as provided in Paragraph 3 below, and if such Member had  received a distribution of his vested Prior Plan Scheduled Vesting Match Subaccount, and if such Member  subsequently terminates employment prior to attaining a 100% nonforfeitable percentage in his Prior Plan Scheduled  Vesting Match Subaccount, the vested portion of the Member’s Prior Plan Scheduled Vesting Match Subaccount shall  be determined in the following manner:    At any relevant time the Member’s vested portion is not less than an amount (“X”)  determined by the formula:  X = P(AB + D) – D  where P is the nonforfeitable percentage at the relevant time; AB is the account  balance at the relevant time; and D is the amount of the nonforfeitable percentage.      2. Allocation of Forfeitures.  Any amounts forfeited by a Member from his Prior Plan Scheduled  Vesting Match Subaccount shall be applied in the following order:    (a) to restore forfeited amounts to individuals reemployed as an Employee;   (b) to restore unclaimed benefits pursuant to Article 19; and  (c) to reduce the Contributing Company Contribution under Article 6 to the extent of  such  contributions.   3. Restoration of Forfeitures Upon Reemployment.  If a “Former Member,” within the meaning of the  Shell Trading Savings Plan, who has forfeited an amount under Paragraph 1 above is re-employed, a Contributing  Company contribution of the amount forfeited shall be made and credited to the Member’s Prior Plan Scheduled  Vesting Match Subaccount on behalf of such Member.  Notwithstanding Paragraph 1 above, a Former Member that  





 






PROV 20-1 Restatement FINAL Sched.D – 85    is re-employed by a Contributing Company with Service after December 31, 2007, shall be 100% vested in his Prior  Plan Scheduled Vesting Match Subaccount after completing 3 years of Participation Service.   4. Special Vesting Provisions.  Notwithstanding Paragraph 1 above, the following special vesting  provisions shall apply:  (a) Each Member who is an Enterprise Transferred Employee shall be fully vested, effective  as of September 17, 1999, in his Prior Plan Scheduled Vesting Match Subaccount balance  attributable to matching contributions made prior to his transfer to Enterprise Products  Company. For purposes of this sub-paragraph, an “Enterprise Transferred Employee”  means an individual who is employed by Enterprise Products Company under the terms of  that Contribution Agreement, dated effective September 17, 1999, between Tejas Energy,  LLC and others, including Enterprise Products Company, and who was an employee of a  participating company under the Shell Trading Savings Plan immediately preceding his  employment with Enterprise Products Company.    (b) Each Member who is employed by InterGen Services, Inc. on January 1, 2001, in  connection with the formation of InterGen North America, LP, a joint venture by and  between Shell Power GP Holding and Bechtel Enterprises Holdings, Inc., and who was an  employee of a participating company under the Shell Trading Savings Plan immediately  preceding his employment with InterGen Services, Inc., shall be fully vested, effective as  of January 1, 2001, in his Prior Plan Scheduled Vesting Match Subaccount balance  attributable to matching contributions made prior to January 1, 2001.    (c) Each Member who is employed by Enterprise Products Operating L.P. on April 1, 2001,  in connection with that Purchase and Sale Agreement between Coral Energy, LLC and  Enterprises Products Operating L.P. for the sale of Coral Energy, LLC’s membership  interests in Acadian Gas, LLC to Enterprise Products Operating L.P., and who is an  employee of a participating company under the Shell Trading Savings Plan immediately  preceding his employment with Enterprise Products Operating L.P. shall be fully vested in  his Prior Plan Scheduled Vesting Match Subaccount balance attributable to matching  contributions made prior to April 1, 2001.    (d) Special vesting rules in connection with the sale by InterGen (North America) Inc. of its  equity interests in Tejas Gas, LLC and its subsidiaries to Kinder Morgan Energy Partners,  L.P. as of February 28, 2002:    (i) An individual who on February 28, 2002, is either an employee under the Shell  Trading Savings Plan or an employee of a “25% Affiliated Entity,” within the  meaning of the Shell Trading Savings Plan, who has an application for  employment offer accepted by Kinder Morgan Energy Partners, L.P. and who  performs services with Kinder Morgan Energy Partners, L.P. as an employee of  Kinder Morgan Energy Partners, L.P. on March 1, 2002, shall be vested as of  February 28, 2002 in his accrued benefit under the Shell Trading Savings Plan  earned through February 28, 2002.  (ii) An individual who on March 14, 2002, is either an employee under the Shell  Trading Savings Plan or an employee of a “25% Affiliated Entity,” within the  meaning of the Shell Trading Savings Plan, who has an application for  employment offer accepted by Kinder Morgan Energy Partners, L.P., and who  performs services with Kinder Morgan Energy Partners, L.P. as an employee of  Kinder Morgan Energy Partners, L.P. on March 15, 2002, shall be vested as of  March 14, 2002, in his accrued benefit under the Shell Trading Savings Plan  earned through March 14, 2002.  





 






PROV 20-1 Restatement FINAL Sched.D – 86    5. Notwithstanding any foregoing provision of this Schedule D to the contrary, amounts in a Prior Plan  Scheduled Vesting Match Subaccount derived from an “Employer Profit Sharing Contributions” subaccount under  the BG US Services, Inc. Savings and Investment Plan shall be subject to the service crediting, vesting, forfeiture,  restoration, and break-in-service rules referenced in Schedule B-15.  





 






PROV 20-1 Restatement FINAL Sched.E – 87      SCHEDULE E  SPECIAL COMPENSATION RULES     In addition to the amounts described in the definition of “Compensation” in Article 2 of the Plan, such term  shall also include the following for certain specified groups of individuals to the extent provided below:   (a) The amount of the reduction of a Member’s Base Pay and Variable Pay solely as a result of a portion  of such Member’s base salary and variable pay not being subject to The Netherlands income and  social insurance tax, if any;  (b) The amount of U.S./pensionable base salary maintained in the records of a Member’s Employing  Company that is attributed to the Member for the period during which such Member is compensated  under the International Mobility Policies, to the extent such amount is not otherwise included as  Compensation; and  (c) The amount of the U.S. hypothetical tax reduction a Contributing Company makes to a Member’s  variable pay solely as a result of such Member being compensated under the Long Term  International Assignment Policies.            





 






PROV 20-1 Restatement FINAL Sched.F – 88    SCHEDULE F  Part One   Business Entity       Date of Adoption   Billiton Metals Inc.      January 1, 1993  Part Two   Business Entity       Date of Acquisition   The Goodyear Tire & Rubber Company    December 18, 1992   Hi-Tek Polymers, Inc.      April 1, 1993   Schering Berlin Polymers, Inc.     April 2, 1993    





 






PROV 20-1 Restatement FINAL Sched.G – 89    SCHEDULE G   Part One     Incentive Compensation Plans  Incentive Compensation Plan (as adopted by Shell Oil Company and certain of its subsidiaries with effect from 1/1/94)  Shell Polypropylene Company 1995 Incentive Compensation Plan  Success Shares - CalResources Incentive Compensation Plan       Part Two    (Intentionally left blank)  





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 90          SHELL PROVIDENT FUND  TRUST AGREEMENT     TRUST AGREEMENT, dated as of the 1st day of September 1939, and as amended through September 25,  2020, between the Contributing Companies listed on Schedule A to the Regulations and such other Affiliated  Companies as may become parties hereto from time to time as hereinafter provided, and the individuals identified at  the end of this instrument, as Trustees, and such other persons as may become Trustees hereunder from time to time  as hereinafter provided,  W I T N E S S E T H:   WHEREAS, each of the Contributing Companies named in Schedule A desired to adopt, for the exclusive  benefit of its Employees and their Beneficiaries who become Beneficiaries of the Fund hereinafter described, a  contributory plan to provide for such Employees upon their retirement from employment and, as part of the plan, to  join in the creation of a trust of personal property to be known as the “Shell Provident Fund” to which contributions  are to be made by said Employing Company and payments are to be made by said Employees for the purpose of  distributing to said Employees the principal and earnings of the funds to be accumulated in the Fund arising from said  Company Contributions and Member Contributions in accordance with the provisions of the Regulations;    WHEREAS, the plan and the trust fund to be created, are to be administered by Trustees as hereinafter and  in the Regulations provided; and    WHEREAS, by the execution of this instrument, each of the Contributing Companies desires to evidence its  adoption of the plan and its joining in the creation of such Fund, and the Trustees desire to evidence their acceptance  of the Fund,    NOW, THEREFORE, in consideration of the premises and of the covenants hereinafter set forth, the  Contributing Companies which are or become parties hereto and the Trustees hereby agree each with the other as  follows:      SECTION I  ADOPTION OF THE PLAN, CREATION OF THE TRUST,   AND DESIGNATION OF THE TRUSTEES   A. Each of the Contributing Companies hereby adopts the plan as set forth herein and in the Regulations  for the exclusive benefit of its Employees and their Beneficiaries and, as part of the plan, hereby joins in the creation of  the Fund as a trust of personal property to which Contributions are to be made for the purpose of distributing to the  Members the principal and earnings of the funds to be accumulated in the Fund arising from the Contributions in  accordance with the Regulations and hereby designates the Trustees named above as the Trustees of the Fund.  The  Regulations hereto annexed are incorporated herein and made a part of the Trust Agreement.   B. The signature of any of the Contributing Companies to any counterpart or copy of the Trust Agreement  shall be sufficient evidence of its adoption of the Regulations and Trust Agreement and of its joining in the creation of the  Fund and of its designation of the Trustees named above.      





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 91        SECTION II  ACCEPTANCE OF THE TRUST    The Trustees hereby accept the trust and agree to hold, administer, and disburse all of the principal and  earnings of the funds to be accumulated in the Fund in accordance with all the terms and provisions of the Trust Agreement  including the Regulations.  The signature of any Trustee to any counterpart or copy of the Trust Agreement shall be  sufficient evidence of his acceptance and agreement as aforesaid.    SECTION III  ADMINISTRATION   A. The Trustees may act by a majority of their number then in office either by vote at a meeting or in  writing without a meeting.     B. The Trustees may appoint a chairman and vice-chairman from among their number and a secretary and  such other officers as they may deem advisable who need not be Trustees; may appoint an executive committee consisting  of three or more Trustees with full authority to exercise any of the powers of the Trustees; may appoint such other  committees, whose members need not be Trustees, with such powers as they may deem expedient; may provide that any  such committee may act by a majority of its number then in office (but in no event less than two) either by a vote at a  meeting or in writing without a meeting; may designate alternates for any members of any such committee; may adopt by- laws governing the transaction of their business and the duties of such officers; may remove any such officers, abolish any  such committees, and alter or repeal any such by-laws; and may transact their business under the name “Shell Provident  Fund.”   C. Any act of the Trustees or any such committee shall be sufficiently evidenced if certified by the secretary  appointed by the Trustees or any Trustee or in accordance with the by-laws.    SECTION IV  CONTRIBUTIONS TO THE FUND   A. Contributions to the Fund by each of the Contributing Companies and payments by the Members shall  be made in accordance with the Regulations.     B. Notwithstanding anything herein to the contrary, upon the Employing Company’s request, a Company  Contribution which was made by a mistake of fact or conditioned upon the initial qualification of the Fund or upon the  deductibility of any Company Contribution to the Fund shall be returned to the contributor within one year after payment  of the Company Contribution, the denial of the initial qualification or the disallowance of the deduction (to the extent  disallowed), whichever is applicable.    SECTION V  DISPOSITION OF FUNDS    All funds received by the Trustees hereunder shall be held, managed, deposited, invested, reinvested,  disbursed, and distributed to or for the benefit of the Members and Beneficiaries in accordance with the provisions hereof  and of the Regulations.      





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 92        SECTION VI  INVESTMENT OF FUNDS   A. All funds received by the Trustees which, pursuant to the provisions of Article 9 of the Regulations, are  subject to a direction to be invested in an Investment Offering, other than assets in a Brokerage Window, if any, shall be  invested and reinvested by the Trustees and/or one or more Investment Managers or investment advisers in the classes and  types of investments designated by the prospectus and/or other governing document for such Investment Offering.  The  Trustees’ sole responsibility with respect to a Brokerage Window, if any, shall be the responsibility for depositing in such  Brokerage Window such portion of an Account as the Member or Beneficiary who is the Accountholder for that Account  shall direct in accordance with the Regulations.    B. All funds received by the Trustees which, pursuant to the provisions of Article 9 of the Regulations, are  subject to a direction to be invested in an Investment Offering (other than assets in a Brokerage Window, if any) shall be  invested and reinvested by the Trustees and/or one or more Investment Managers or investment advisers in:    (1) any “security,” the same being any note, stock, treasury stock, security future, bond,  debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing  agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable  share, investment contract, voting-trust certificate, certificate of deposit for a security,  fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option,  or privilege on any security, certificate of deposit, or group or index of securities (including  any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege  entered into on a national securities exchange relating to foreign currency, or, in general, any  interest or instrument commonly known as a “security,” or any certificate of interest or  participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or  right to subscribe to or purchase, any of the foregoing, and any other obligations or real or  personal properties or participations or interests therein;   (2) any insurance company group annuity investment contracts and agreements; and   (3) any private equities or participations or interests therein,    as they may deem advisable in their discretion as though they were the beneficial owners thereof and as otherwise set forth  in accordance with applicable governing documents.  The Trustees shall have power to sell, transfer, or exchange assets  held hereunder from time to time at such prices and upon such terms and conditions and in such manner as they may deem  proper.  The Trustees may lend securities held hereunder consistent with the fiduciary duty and prohibited transaction  requirements of ERISA.  The Trustees may exercise any voting powers appurtenant to any securities at the time held by  them and may execute any proxies or powers of attorney (as to either discretionary or ministerial matters) and any  agreements which they may deem necessary or advisable in connection with the investment, holding, or management of  the assets in their custody and control, it being the intention hereof that the Trustees shall have full power, within the  limitations of this Trust Agreement, to manage all assets held by them hereunder, as though the absolute owners thereof.   The purchaser of any assets from the Trustees need not inquire into the application of the purchase money by the Trustees  nor into the expediency or propriety of the Trustees to negotiate or make the same.  Securities held by the Trustees may be  registered in the name of the Fund, the Trustees or their agents or nominees, or other persons; or they may be unregistered.   C. Each Investment Manager may invest in any single, collective, or common trust fund for employee  benefit plans qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any successor statute,  maintained by a trust company.  An investment in any collective or common trust fund shall not be prohibited even though  such collective or common trust fund may hold securities issued by any of the Contributing or Affiliated Companies.   Without limiting the generality of the foregoing, the agreement with the bank or trust company may authorize the bank or  trust company to invest and reinvest the assets transferred to it in interests in any trust fund that has been or shall be created  and maintained by the bank or trust company as trustee for the collective investment of funds of trusts for employee benefit  plans qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended, or any successor statute, as  amended, and to the extent required by Revenue Ruling 81-100 and further to the extent consistent with this Trust  





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 93        Agreement the instrument creating such trust fund, together with any amendments is hereby incorporated in and made part  of this Trust Agreement.   D. In addition to any other investments proper under the Fund, the Trustees shall have the power to invest  in one or more collective investment funds now existing or hereinafter established (including, without limitation, the Shell  Savings Group Trust established effective January 1, 1996 between Shell Oil Company and the then Trustees) which  contemplate the commingling for investment purposes of the funds therein with trust assets of other pension plans which  are qualified under Section 401 of the Code.  To the extent required by Revenue Ruling 81-100 and to the extent consistent  with this Trust Agreement, the instrument creating any collective investment fund in which any part of the Fund is invested,  as in force and effect at the time of the investment and as thereafter amended, is hereby incorporated in and made part of  this Trust Agreement.  Such collective investment fund shall be invested and reinvested by its trustees and/or investment  managers in the classes and types of investments designated by the appropriate provisions of the Fund.    SECTION VII  DELEGATION OF POWERS  A. The Trustees may appoint one or more Investment Managers and may delegate to one or more  Investment Managers, all or any of the authority, powers, or duties conferred upon them by Paragraph B of Section VI  hereof. In accordance with the directions of the Members or the Beneficiaries, the Trustees shall delegate to the investment  advisors of the Investment Offerings (other than a Brokerage Window, if any), all or any of the authority, powers or duties  conferred upon them by Paragraph B of Section VI hereof.  The Trustees may deliver to such Investment Manager or  Investment Managers any funds or securities held by the Trustees hereunder.  Each Investment Manager shall be a bank,  trust company, insurance company, investment company, investment advisor, or investment banker, satisfying the  requirements of section 3(38) of ERISA.  The bank or trust company or custodian of the Trust’s funds and securities shall  have a capital stock and surplus of not less than Fifty Million Dollars ($50,000,000) and be adequately insured or bonded.   Each Investment Manager shall exercise all the authority, powers, and duties of an Investment Manager as provided in this  Trust Agreement and in the Regulations.  As to certain Plan assets, the Trustees may select a bank or trust company to act  as custodian for same if the Investment Manager or other fiduciary managing such assets either does not perform such  services or the Trustees believe it to be advantageous to have another party act as custodian.  Subject to the provisions of  the Regulations and this Trust Agreement, the appointment of an Investment Manager shall be upon such terms as the  Trustees shall determine.  The Trustees may remove an Investment Manager at any time, with or without cause, or an  Investment Manager may resign at any time in such manner as the Trustees shall determine.  In the event of such removal  or in the event that an Investment Manager shall resign or cease to act, the Trustees may exercise the authority, powers,  and duties previously exercised by such Investment Manager, pending delegation of such powers to another Investment  Manager.   B. No Trustee shall be liable for the acts or omissions of such Investment Manager or be under an  obligation to invest or otherwise manage any asset of the Fund which is subject to the management of the Investment  Manager.   C. An Investment Manager shall keep such books of account and shall submit to such audits as the Trustees  shall prescribe.    SECTION VIII  BORROWING MONEY    The Trustees may borrow money from time to time upon such terms and conditions as they may deem  expedient, and for the loans thus made or in renewal thereof they may issue their promissory note or notes as Trustees and  may secure the repayment thereof by pledging any of the assets then in their control.    





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 94        SECTION IX  COMPENSATION AND EXPENSES  A. The Trustees shall not receive any remuneration from the Fund for their services.     B. Reasonable costs and expenses incurred for necessary services in the administration of the Fund and the  investment of Fund assets, including those described in Article 8 of the Regulations, may be paid out of the assets of the  Fund, including, but not limited to, payment of reasonable costs and expenses of the Plan from the Accounts of  Accountholders or deduction of reasonable costs and expenses from the investment returns of Investment Offerings in  which the Accounts are invested.  Further, the Plan Administrator may establish procedures providing that certain costs  and expenses incurred by an individual Accountholder for services related to his or her Account (including, for  example, fees for loans or domestic relations order processing) may be deducted from the Account of such  Accountholder.  In the absence of directions from Investment Managers and service providers or guidance from  prospectuses and other governing documents, the Plan Administrator shall establish procedures for the timing of  payments and charges.     C. The Contributing Companies shall pay such expenses and costs of the Fund as are not permitted by  ERISA to be charged against assets of the Fund and may also share other expenses and costs incurred in the administration  of the Fund.    D. Forfeitures may be used to pay reasonable costs and  expenses for necessary services incurred in the  administration of the Fund, as directed by the Plan Administrator.   E. Amounts, if any, derived from revenue sharing credits may be used to pay administrative expenses of  the Fund that are otherwise eligible to be paid from assets of the Fund as provided in this Section IX of the Trust Agreement  in accordance with such procedures as may be established by the Plan Administrator.    SECTION X  DISCHARGE OF DUTIES BY TRUSTEES   A. The Trustees shall be the named Fiduciary under the Fund.  The Trustees shall appoint a Plan Adminis- trator who shall also be a named Fiduciary under the Fund.  Solely for purposes of directing investments in their own  Accounts and not for purposes of the operation or administration of the Fund, Members and Beneficiaries entitled under  the terms of the Regulations to direct investments in their own Accounts, shall be named Fiduciaries under the Fund.  The  Trustees or the Plan Administrator may employ one or more persons to render advice with regard to any responsibility the  Trustees have under the Plan and may employ counsel and agents and engage such clerical, financial, and accounting  services as they or he deems expedient.  The Trustees shall not be deemed imprudent by reason of their taking or refraining  from taking action in accordance with the opinion of counsel.  The Trustees or the Plan Administrator, as the case may be,  shall have the power to remove and replace anyone they or he shall have appointed or employed.  The Trustees shall  discharge their respective duties set forth in the Fund:   (1) solely in the interest of Members and Beneficiaries;    (2) for the exclusive purpose of providing benefits to Members and Beneficiaries (and defraying  reasonable expenses of administering the Fund);    (3) 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;    (4) by diversifying the investments of the Fund so as to minimize the risk of large losses, unless  under the circumstances it is clearly prudent not to do so, or unless the Members or  





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 95        Beneficiaries entitled under the terms of the Regulations to direct investments in their own  Accounts, have otherwise directed; and    (5) in accordance with the documents and instruments governing the Fund insofar as such  documents and instruments are consistent with ERISA.     B. The Trustees may rely upon any investment direction of a Member or Beneficiary entitled under the  terms of the Regulations to direct investments in their own accounts, as long as any such direction is proper on its face and  consistent with the Regulations and this Trust Agreement.  Furthermore, each Trustee may rely upon any direction,  information, or action of another Trustee as being proper under this Fund and is not required under this Fund to inquire  into the propriety of any such direction, information or action.  It is intended under this Fund that each Trustee shall be  responsible for the proper exercise of his own powers, duties, responsibilities, and obligations under this Fund and shall  not be responsible for any act or failure to act of another Trustee, except in the following circumstances:  (a) the Trustee  knowingly participates in or knowingly attempts to conceal the act or omission of another Fiduciary, and the Trustee knows  the act or omission is a breach of a Fiduciary responsibility by the other Fiduciary; or (b) the Trustee has knowledge of a  breach by the other Fiduciary and does not make reasonable efforts to remedy the breach; or (c) the Trustee’s breach of  his own Fiduciary responsibility permits the other Fiduciary to commit a breach.  No Trustee guarantees the Fund in any  manner against investment loss or depreciation in asset value.   C. The Trustees shall jointly manage and control the assets of the Fund unless there is a specific allocation  or delegation of specific responsibilities, obligations, and duties among the Trustees or the other Fiduciaries.  There may  be an allocation and delegation of Fiduciary responsibilities other than Trustees’ responsibilities to other Fiduciaries.  If  such an allocation or delegation shall be made, the specified Trustee or Fiduciary shall then be responsible for the duties  allocated or delegated, and the other Trustees or Fiduciaries shall not be liable for any breach of Fiduciary responsibility  for the duties allocated or delegated except as set forth above.   D. The Trustees shall have such due diligence responsibility as set forth in Section 1.4 of the  Regulations.       E. Notwithstanding anything in the Regulations or this Trust Agreement to the contrary, the Trustees shall  have the right to resolve conflicting rights and claims in such a manner as is in the best interests of all participants and  beneficiaries.   F. The Contributing Companies, jointly and severally, shall indemnify each Fiduciary against all or any  portion of any liability or costs and expenses reasonably incurred by him in connection with, arising out of, or resulting  from any claim, action, suit or proceeding in which he may be involved by reason of his having been a Fiduciary, provided,  however, that the Contributing Companies shall not be obligated to indemnify a Fiduciary against any such liability, costs,  or expenses in connection with any action or omission to act in respect of which such Fiduciary shall be finally adjudged  in any such action, suit, or proceeding to have been guilty of fraud or willful misconduct in the performance of his duties.    SECTION XI  COMPROMISE OF CLAIMS    The Trustees shall have power to settle or compromise any claims which they may have as Trustees or  which may be made against them as Trustees.    





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 96        SECTION XII  INTERPRETATION OF PROVISIONS:  DETERMINATION OF CONTROVERSIES    Except in those cases in which the power of determination is expressly reserved to Shell Oil Company,  the Trustees shall have full power and authority to determine all matters arising in the interpretation and application of the  Fund or the interpretation and application of the Trust Agreement and the Regulations, and the determination of any such  matter by the Trustees shall be conclusive on all persons.  Whenever under the Regulations or the provisions of this Trust  Agreement discretion is granted to the Trustees, which shall affect the benefits, rights, and privileges of a Participant, such  discretion shall be exercised uniformly so that all individuals similarly situated shall be similarly treated.    SECTION XIII  ADDITIONAL COMPANIES   A. Any Affiliated Company may, subject to the approval of the Trustees, become a party hereto at any time  with like effect from such time as if it were one of the Contributing Companies hereinbefore named.   B. The signature of any such Affiliated Company to any counterpart or copy of the Trust Agreement shall  be sufficient evidence of its election to become a party hereto.    SECTION XIV  RESIGNATION OR REMOVAL OF TRUSTEES   A. Any Trustee may resign at any time by giving written notice to the other Trustees or in accordance with  the by-laws adopted by the Trustees.   B. Any Trustee may be removed and the number of Trustees may be increased or decreased at any time by  an instrument executed by Shell Oil Company.    C. In case there shall be any vacancy among the Trustees, whether on account of an increase in the number  thereof, resignation, removal, death, or otherwise, the vacancy shall be filled by appointment by Shell Oil Company.  If by  reason of the discontinuance of the Plan or otherwise Shell Oil Company shall cease to be a Contributing Company, then  vacancies shall be filled by appointment by a majority of the Trustees then in office.     D. A Trustee shall not be liable or responsible in any way for any acts or omissions in the administration  of the Fund prior to the date he became a Trustee or after the date he shall cease to be a Trustee.  A successor Trustee shall  not have any duty to review the actions or accounts of any prior Trustee.   E. The signature of any successor or additional Trustee on any counterpart or copy of the Trust Agreement  shall be sufficient evidence of his acceptance of the trust.   F. A certificate, executed by any Trustee or in accordance with the by-laws adopted by the Trustees,  certifying who are or were Trustees hereunder or the number thereof at any given time shall be sufficient evidence thereof.    





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 97        SECTION XV  TERMINATION OF PARTICIPATION IN THE FUND   A. The participation of any of the Contributing Companies in the Fund (including the obligation to make  further contributions to the Fund for the account of its employees who are Participants, with respect to periods subsequent  to the cessation of its participation) shall terminate whenever (1) such Contributing Company is dissolved or liquidated or  ceases for any reason to be an Affiliated Company of Shell Oil Company, (2) it withdraws from the Fund, or (3) its  participation is terminated by Shell Oil Company.  For purposes of the preceding sentence, “Affiliated Company” shall be  as defined in the first sentence of Section 2.2 of the Regulations.  The Contributing Company shall provide written notice  of its cessation of participation to all of its Employees who are Members of the Fund.     B. In the event of termination of participation in the Fund by any one or more of the Contributing  Companies, the right and obligation of Members who are then in its or their employ to make further contributions to the  Fund, with respect to periods subsequent to the cessation of the Contributing Company’s or Companies’ participation,  shall cease.  In such event, the Trustees, upon advice of counsel, shall for the purposes of Article 12 of the Regulations,  treat the service of such Members as having terminated at the time of such termination of participation.   C. If, after the termination of participation in the Plan by all Contributing Companies and after the payment  to the Participants and Beneficiaries of amounts standing to their credit as provided in the Regulations, any assets then  remaining in the Fund, such assets shall be distributed by the Trustees to or for the exclusive benefit of such Participants  and Beneficiaries in such equitable and nondiscriminatory manner as the Trustees may determine in the exercise of their  fiduciary duty.  In no event shall the Contributing Companies receive any amounts from the Fund.    SECTION XVI  DISPOSITION OF CORPUS OR INCOME:  DURATION    No part of the corpus or income of the Fund shall, prior to the satisfaction of all liabilities with respect  to Members under the Regulations, be used for or diverted to purposes other than the exclusive benefit of Members or  Beneficiaries, and the Fund shall continue for such time as may be necessary to accomplish the purpose for which it is  created.    SECTION XVII  AMENDMENT OF TRUST AGREEMENT AND REGULATIONS    Subject to the provisions of Section XVI, the Trust Agreement and the Regulations may be amended in  accordance with the provisions of the Regulations.    SECTION XVIII  NON-ALIENATION OF RIGHTS    No sums or shares or any other securities standing to the credit of any Member under the provisions of  the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or  charge; and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void;  nor shall any such sums, shares or securities be in any manner liable for or subject to the debts, contracts, liabilities,  engagements, or torts of any Member.  This provision shall not be applicable to a qualified domestic relations order as  defined in Section 206(d) of ERISA and Section 414(p) of the Code which may direct payment or distribution of all or  part of such sums, shares or securities to an Alternate Payee.  Any accrued benefit of a Participant or Beneficiary may be  





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 98        apportioned between the Participant or Beneficiary and the Alternate Payee either through separate accounts or by  providing the Alternate Payee a severable portion of the Participant’s or Beneficiary’s Account.     SECTION XIX  MERGER OR CONSOLIDATION OF FUND   A. In the event of the dissolution, merger, consolidation, or reorganization of a Contributing Company,  provision may be made by which the Fund will be continued by the successor; and, in that event, such successor shall be  substituted for such Contributing Company under the Fund.  The substitution of the successor shall constitute an  assumption of liabilities to the Fund by the successor and the successor shall have all the powers, duties, and responsibilities  of such Contributing Company under the Fund.   B. In the event of any merger or consolidation of the Fund, or transfer in whole or in part of the assets and  liabilities of the Fund to another trust fund, or to any other plan of deferred compensation maintained or to be established  by an employer for the exclusive benefit of all or some of its employees, the assets of the Fund applicable to such Members  shall be transferred to the other trust fund or plan only if:  (1) each Participant would (if either this Fund or the other plan then terminated) receive a benefit  immediately after the merger, consolidation, or transfer which is equal to or greater than the  benefit he would have been entitled to receive immediately before the merger, consolidation  or transfer (if this Fund had then terminated);    (2) the Trustees shall authorize such transfer of assets and, in the case of the new or successor  employer of the affected Participants, its resolutions shall include an assumption of liabilities  with respect to such Participants’ inclusion in the new employer’s plan; and     (3) such other plan and trust are qualified under Sections 401(a) and 501(a) of the Internal  Revenue Code of 1986, as amended, or any successor statute.      SECTION XX  EXECUTION, DELIVERY, AND INVALIDITY   A. To the extent not preempted by the Employee Retirement Income Security Act of 1974, as amended,  the Trust Agreement (including the Regulations) shall be governed by the laws of the state of Texas.   B. If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or  unenforceability shall not affect any other provisions hereof and this Agreement shall be construed and enforced as if such  provisions had not been included.     IN WITNESS WHEREOF, the respective Companies have caused their names to be signed and their  corporate seals to be affixed by their proper officers, thereunto duly authorized, and the Trustees have hereunto set their  respective hands and seals.  SHELL OIL COMPANY   EQUILON ENTERPRISES LLC d/b/a SHELL OIL PRODUCTS US  PECTEN MIDDLE EAST SERVICES COMPANY LIMITED  PECTEN PRODUCING COMPANY   PENNZOIL-QUAKER STATE COMPANY d/b/a SOPUS PRODUCTS  SHELL CATALYSTS & TECHNOLOGIES US LP  SHELL CHEMICAL LP  





 






PROV 20-1 Restatement FINAL Tr.Agmt. – 99        SHELL DOWNSTREAM INC.   SHELL ENERGY RESOURCES COMPANY   SHELL EXPATRIATE EMPLOYMENT US INC.  SHELL EXPLORATION & PRODUCTION COMPANY  SHELL GLOBAL SOLUTIONS (US) INC.  SHELL INFORMATION TECHNOLOGY INTERNATIONAL INC.  SHELL INTERNATIONAL EXPLORATION AND PRODUCTION INC.  SHELL MARINE PRODUCTS (US) COMPANY  SHELL NORTH AMERICA GAS & POWER SERVICES COMPANY  SHELL OFFSHORE INC.   SHELL OIL PRODUCTS COMPANY LLC  SHELL PIPELINE COMPANY LP  SHELL TRADEMARK MANAGEMENT INC.  SHELL TRADING NORTH AMERICA COMPANY  SHELL TRADING RISK MANAGEMENT, LLC  SHELL TRADING SERVICES COMPANY  SHELL TRADING (US) COMPANY  SHELL US GAS & POWER LLC  SHELL WINDENERGY SERVICES INC.  SOPC SOUTHEAST INC.  SWEPI LP    Trustees:     Scott G. Ballard  Paul Goodfellow    Rhoman J. Hardy  Eileen M. Perillo     Christopher B. Rice Glenn T. Wright